Silicon Valley Privacy-Preserving AI Forum (K-PAI) Bylaws

BYLAWS OF Silicon Valley Privacy-Preserving AI Forum (K-PAI)

Adopted: [DATE TO BE DETERMINED] Last Amended: [DATE]

ARTICLE I: NAME AND PURPOSE

Section 1.1 Name

The name of this organization shall be Silicon Valley Privacy-Preserving AI Forum (K-PAI), hereinafter referred to as “the Organization.”

Section 1.2 Purpose and Mission

K-PAI is a nonprofit organization dedicated to three core missions:

Knowledge and Learning: To provide differentiated and unparalleled opportunities to learn and disseminate knowledge, experience, and insight regarding Artificial Intelligence (AI) technology, encompassing both technical and humanitarian dimensions.
Community and Networking: To create differentiated, unparalleled, and unique networking environments that foster meaningful connections and eventually bring about true and tangible contributions to the community, society, and the world.
Collaboration and Impact: To broaden the Organization’s influence through collaboration with other entities, spreading guidance toward the desirable and responsible development of AI for the benefit of humanity.

Section 1.3 Nonprofit Status

K-PAI is organized and shall be operated exclusively for educational, scientific, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE II: MEMBERSHIP

Section 2.1 General Membership

Membership in K-PAI is open to all individuals who share the Organization’s mission and values. General members may:

Attend K-PAI forums and events
Participate in networking activities
Access K-PAI resources and communications
Propose speakers, topics, and partnership opportunities

Section 2.2 No Membership Fees

K-PAI shall not charge membership fees. The Organization is sustained through sponsorships, grants, and voluntary contributions.

Section 2.3 Membership Rights

General members do not have voting rights in organizational governance. Governance authority resides exclusively with the Board of Directors as defined in Article III.

ARTICLE III: BOARD OF DIRECTORS

Section 3.1 Governance Authority

The Board of Directors (hereinafter “the Board”) shall have ultimate authority and responsibility for the governance, strategic direction, and oversight of K-PAI.

Section 3.2 Board Composition

The Board shall consist of no fewer than five (5) and no more than nine (9) Directors. The optimal Board size is seven (7) Directors to ensure diverse perspectives while maintaining operational efficiency.

Section 3.3 Board Member Qualifications

Directors must demonstrate:

Proven Commitment: Sustained and documented contributions to K-PAI’s mission and operations
Active Participation: Regular engagement in organizational activities, including forums, planning sessions, and strategic initiatives
Collaborative Spirit: Ability to work constructively with other Board members and the broader K-PAI community
Operational Excellence: Willingness and capacity to fulfill the duties specified in Section 3.4

Section 3.4 Board Member Responsibilities

All Board members are expected to fulfill the following responsibilities:

A. Forum Organization and Execution

Each Board member must actively contribute to organizing at least one-third (1/3) of the annual forums. Given K-PAI’s operational cadence of approximately 12-15 forums per year, this translates to meaningful involvement in organizing at least 4-5 forums annually.

“Organizing” is defined comprehensively as:

Determining forum themes and topics
Identifying and securing speakers
Planning event logistics (venue, timing, capacity)
Coordinating food and beverage arrangements
Preparing promotional materials and announcements
Managing registration and attendee communications
Supporting on-site execution and operations
Conducting post-event follow-up and documentation

B. Strategic Planning and Decision-Making

Board members must:

Attend at least 80% of Board meetings (whether in-person or virtual)
Participate actively in strategic discussions and decision-making
Respond to time-sensitive organizational matters within 48 hours
Provide constructive input on partnerships, sponsorships, and major initiatives

C. Community Engagement

Board members should:

Represent K-PAI professionally in external interactions
Facilitate introductions and connections that advance the Organization’s mission
Actively promote K-PAI forums and initiatives within their networks
Support member engagement and community building efforts

D. Fiduciary Duty

Board members must:

Act in the best interests of K-PAI at all times
Avoid conflicts of interest and disclose any potential conflicts promptly
Exercise prudent stewardship over organizational resources
Maintain confidentiality of sensitive organizational information

Section 3.5 Board Member Terms

Directors shall serve terms of one (1) year, with terms staggered to ensure continuity. Directors may serve consecutive terms if re-nominated and approved by the Board.

Section 3.6 Annual Performance Review

The Board shall conduct an annual review of each Director’s performance and contributions at the end of each calendar year. This review shall assess:

Fulfillment of forum organization responsibilities (Section 3.4.A)
Participation in Board meetings and strategic planning (Section 3.4.B)
Community engagement and representation (Section 3.4.C)
Overall contribution to K-PAI’s mission and operations

Based on this review, the Board may:

Reaffirm a Director’s continued service on the Board
Request improvement in specific areas with a 90-day remediation period
Remove a Director who fails to meet responsibilities (see Section 3.8)

The annual review process shall be documented and maintained in organizational records.

Section 3.7 Board Vacancies

If a Board seat becomes vacant due to resignation, removal, or other cause, the remaining Board members shall nominate and approve a replacement Director by majority vote. The replacement Director shall serve the remainder of the original term.

Section 3.8 Removal of Board Members

A Director may be removed from the Board by a two-thirds (2/3) vote of the remaining Board members for:

Failure to fulfill responsibilities outlined in Section 3.4
Conduct that is detrimental to the Organization’s mission or reputation
Persistent inability or unwillingness to contribute to Board activities
Breach of fiduciary duty or conflict of interest violations

The Director subject to removal shall be given written notice and an opportunity to address the Board before the vote.

Section 3.9 Resignation

A Director may resign at any time by submitting written notice to the Board Chair or Co-Chairs. Resignation shall be effective upon receipt unless a later date is specified.

ARTICLE IV: INITIAL BOARD SELECTION (TRANSITIONAL PROVISION)

Section 4.1 Purpose of Transitional Provision

This Article establishes a one-time process for forming the initial Board of Directors as K-PAI transitions from an informal organization to a formally governed nonprofit entity.

Section 4.2 Organization Committee Recognition

The following individuals are recognized as members of the K-PAI Organization Committee who have contributed to establishing and operating K-PAI prior to the adoption of these Bylaws:

Jung Hee Cheon
Sunghee Yun
Chanik Park
Daejun Park
Jun Yeong Jang

Section 4.3 Nomination Process

Each Organization Committee member shall have the right to nominate:

Themselves for consideration as an initial Board Director, AND
One (1) additional person who has demonstrated significant contributions to K-PAI

Nominations shall be submitted in writing to all Organization Committee members within 60 days of the adoption of these Bylaws.

Section 4.4 Selection Criteria

The Organization Committee shall evaluate all nominees based on demonstrated contributions to K-PAI, including but not limited to:

Active involvement in organizing and executing forums
Leadership in strategic initiatives and partnerships
Community engagement and member support
Consistency and reliability of participation
Impact on K-PAI’s growth and success

The criterion is exclusively contribution-based. K-PAI has conducted 15 forums to date, providing substantial data points for evaluating each nominee’s contributions.

Section 4.5 Selection Discussion and Decision

Within 30 days of the adoption of these Bylaws, the five (5) Organization Committee members shall meet to discuss all nominees and determine the composition of the initial Board.

The initial Board shall consist of no more than nine (9) Directors, with six (6) Directors as the target composition to balance diverse perspectives with operational efficiency.

Decisions shall be made through discussion and consensus among the Organization Committee members. If consensus cannot be reached, a majority vote (3 of 5) shall determine the outcome.

Section 4.6 Effective Date of Initial Board

Upon completion of the selection process, the initial Board of Directors shall assume governance authority immediately. All subsequent Board operations shall follow the standard provisions in these Bylaws (Articles III, V, VI, and beyond).

Section 4.7 Transition of Organization Committee

Once the initial Board is seated, the Organization Committee as described in Section 4.2 shall be dissolved. All governance authority shall reside exclusively with the Board of Directors.

ARTICLE V: BOARD OFFICERS

Section 5.1 Officer Positions

The Board shall elect the following officers from among its members:

Chair (or Co-Chairs): Presides over Board meetings, provides strategic leadership
Secretary: Maintains meeting minutes, organizational records, and official documents
Treasurer: Oversees financial management, budgets, and financial reporting

Section 5.2 Election of Officers

Officers shall be elected by majority vote of the Board at the first Board meeting following initial Board formation, and annually thereafter at the first meeting of each calendar year.

Section 5.3 Officer Terms

Officers shall serve one-year terms and may be re-elected to consecutive terms.

Section 5.4 Officer Duties

Chair (or Co-Chairs)

Set agendas and preside over Board meetings
Serve as primary spokesperson for the Organization (or designate)
Ensure implementation of Board decisions
Coordinate strategic planning and organizational direction

Secretary

Record and distribute minutes of all Board meetings
Maintain official organizational records and documents
Manage Board communications and correspondence
Ensure compliance with legal filing and reporting requirements

Treasurer

Oversee organizational finances and maintain financial records
Prepare annual budgets and financial reports
Monitor revenue, expenses, and funding sources
Ensure proper financial controls and accountability

ARTICLE VI: BOARD MEETINGS

Section 6.1 Regular Meetings

The Board shall meet at least quarterly (four times per year) to conduct organizational business, review operations, and plan strategic initiatives.

Section 6.2 Special Meetings

Special meetings may be called by:

The Chair (or Co-Chairs)
Any three (3) Board members submitting a written request

Special meetings require at least seven (7) days’ notice to all Board members unless all members waive the notice requirement.

Section 6.3 Quorum

A quorum for conducting Board business shall be a majority of the sitting Board members. Decisions require a majority vote of those present at a meeting with quorum.

Section 6.4 Virtual Meetings

Board meetings may be conducted in person, by video conference, by telephone, or by any combination thereof. Virtual attendance constitutes presence for quorum and voting purposes.

Section 6.5 Meeting Minutes

The Secretary shall prepare minutes of all Board meetings and distribute them to all Board members within 14 days of each meeting.

ARTICLE VII: COMMITTEES

Section 7.1 Standing Committees

The Board may establish standing committees to support specific organizational functions, including but not limited to:

Program Committee: Plans and coordinates forums, events, and educational initiatives
Partnership Committee: Develops and manages relationships with corporate, academic, and community partners
Communications Committee: Oversees marketing, social media, website, and member communications
Finance Committee: Supports the Treasurer in financial oversight and fundraising

Section 7.2 Committee Formation

Committees may be established or dissolved by majority vote of the Board. Each committee shall have a defined scope, objectives, and at least one Board member liaison.

Section 7.3 Committee Members

Committee members need not be Board Directors. Committees should include both Board members and active K-PAI community members to leverage diverse expertise and broaden engagement.

Section 7.4 Committee Reports

Committees shall report regularly to the Board on their activities, recommendations, and outcomes.

ARTICLE VIII: FINANCIAL MANAGEMENT

Section 8.1 Fiscal Year

The Organization’s fiscal year shall be the calendar year (January 1 – December 31).

Section 8.2 Budget

The Board shall approve an annual budget at the beginning of each fiscal year. The Treasurer shall monitor budget performance and report to the Board quarterly.

Section 8.3 Financial Controls

The Organization shall maintain appropriate financial controls, including:

Separation of financial duties where feasible
Documentation of all revenue and expenses
Regular financial reporting to the Board
Annual financial review or audit as required by law or Board policy

Section 8.4 Contracts and Agreements

Contracts, agreements, and financial commitments exceeding $5,000 require Board approval. The Chair (or Co-Chairs) may execute contracts on behalf of the Organization following Board approval.

Section 8.5 Fundraising

K-PAI may accept donations, grants, sponsorships, and other contributions consistent with its nonprofit mission. All fundraising shall comply with applicable laws and regulations.

ARTICLE IX: CONFLICTS OF INTEREST

Section 9.1 Policy Statement

Board members and officers must act in the best interests of K-PAI at all times and must avoid conflicts of interest or the appearance thereof.

Section 9.2 Disclosure

Board members must promptly disclose any actual or potential conflicts of interest to the Board, including:

Financial interests in entities doing business with K-PAI
Family relationships with K-PAI employees, contractors, or partners
Competing professional obligations
Any other circumstances that could impair independent judgment

Section 9.3 Recusal

Board members with conflicts of interest shall recuse themselves from relevant discussions and votes.

Section 9.4 Annual Statement

All Board members shall complete an annual conflict of interest disclosure statement.

ARTICLE X: INDEMNIFICATION

Section 10.1 Indemnification of Directors and Officers

The Organization shall indemnify and hold harmless its Directors, officers, and employees to the fullest extent permitted by California law against claims, damages, and expenses incurred in connection with their service to the Organization, provided they acted in good faith and in a manner reasonably believed to be in the Organization’s best interests.

Section 10.2 Insurance

The Organization may purchase insurance to cover indemnification obligations and protect Directors, officers, and employees from liability.

ARTICLE XI: AMENDMENTS

Section 11.1 Amendment Process

These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided that:

Proposed amendments are distributed to all Board members at least 14 days before the meeting
The meeting agenda clearly indicates that Bylaws amendments will be considered

Section 11.2 Fundamental Provisions

Amendments to the following provisions require unanimous Board approval:

Article I (Name and Purpose)
Article III, Section 3.4 (Board Member Responsibilities)
Article IX (Conflicts of Interest)
Article XI, Section 11.2 (this provision)

ARTICLE XII: DISSOLUTION

Section 12.1 Dissolution Procedure

K-PAI may be dissolved by a unanimous vote of the Board of Directors, followed by proper legal filings as required by California law and federal regulations.

Section 12.2 Asset Distribution

Upon dissolution, all remaining assets shall be distributed to one or more organizations that:

Qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code
Have missions aligned with education, technology, and public benefit
Are selected by the Board through majority vote

ARTICLE XIII: GENERAL PROVISIONS

Section 13.1 Nondiscrimination

K-PAI does not discriminate on the basis of race, color, national origin, ethnicity, religion, gender, sexual orientation, age, disability, or any other protected characteristic in its programs, activities, governance, or operations.

Section 13.2 Parliamentary Authority

Meetings shall be conducted using informal parliamentary procedure, with Robert’s Rules of Order serving as guidance for procedural questions not addressed in these Bylaws.

Section 13.3 Effective Date

These Bylaws shall become effective immediately upon adoption by the Organization Committee as described in Article IV.

CERTIFICATION

These Bylaws were adopted by the K-PAI Organization Committee on [DATE].

Organization Committee Members:

Jung Hee Cheon

Sunghee Yun

Chanik Park (CI)

Daejun Park

Jun Yeong Jang

For questions regarding these Bylaws, please contact:

Sunghee Yun
Email: sunghee.yun@gmail.com
Website: https://sungheeyun.github.io