K-PAI Nexus

Silicon Valley AI Nexus

posted: 04-May-2026 & updated: 07-May-2026

⚠️ Confidential | K-PAI Nexus Board Only | Not Publicly Listed

Document Prepared By: Sunghee Yun, Chair of the Board
Date of Preparation: May 4, 2026
Distribution: K-PAI Nexus Board of Directors (6 members)

K-PAI NEXUS BOARD OF DIRECTORS

SECOND MEETING AGENDA

Meeting Date: Wednesday, May 13, 2026
Meeting Time: 9:00 PM PDT
Meeting Format: Google Meet Video Conference
Expected Duration: 90 minutes

Note: This meeting continues agenda items from the First Board Meeting (May 3, 2026) that were not completed due to extended discussion of strategic priorities.

BOARD MEMBERS

Name Role
Sunghee Yun Chair of the Board
Bo Hyoung (Jeff) Lee Secretary of the Board & Legal Affairs Advisor
Youngwook (Hayden) Song Legal Affairs Advisor
Minha Hwang AI Master
MiSook Chung Community Engagement Chair
Sue Kim Marketing Leader

Board Composition: 6 Directors
Quorum Requirement: 4 Directors (per standard nonprofit bylaws)

PRE-MEETING PREPARATION

All Board Members are requested to complete the following tasks before the meeting:

Required Actions (Priority Order):

1. Review and Provide Feedback on K-PAI Nexus Launch Announcement (HIGHEST PRIORITY)

  • Draft Kakaotalk Message: [To be circulated via Board KakaoTalk chatroom by May 7, 2026] – Google Doc

  • Draft email communication [To be circulated via Board KakaoTalk chatroom by May 7, 2026] – Google Doc

  • Language: Korean (for K-PAI community chatroom announcement)
  • Action Required:
    • Review messaging, tone, and accuracy
    • Provide feedback and suggested edits via KakaoTalk by May 11, 2026
    • Chair will incorporate feedback into revised draft for meeting approval
  • Strategic Context: Message frames K-PAI Nexus as “sister organization” and “evolution/superset” of K-PAI vision, without mentioning Prof. Jung Hee Cheon
  • Timeline: Message to be sent to K-PAI community on Monday, May 19, 2026 (one day before May Forum)

2. Review K-PAI Nexus FAQ (IMPORTANT)

  • URL: https://nexus-pai.github.io/faq/k-pai-nexus
  • Action Required:
    • Verify accuracy and completeness
    • Identify sections requiring updates based on First Meeting decisions
    • Prepare specific feedback and recommendations
    • Focus on consistency with launch announcement messaging

3. Prepare Questions on Nonprofit Registration (IMPORTANT)

  • Context: We will continue discussion of nonprofit registration process, liability considerations, and legal framework
  • Action Required:
    • Review notes from First Meeting discussion
    • Prepare specific questions for Jeff Lee regarding registration process, timeline, and legal considerations
    • Consider liability concerns for upcoming SNU Summer Program

MEETING AGENDA

I. CALL TO ORDER AND PROCEDURAL MATTERS

A. Call to Order

  • Chair calls meeting to order
  • Welcome remarks

B. Quorum Declaration

  • Facilitator: Bo Hyoung (Jeff) Lee, Secretary of the Board
  • Confirm attendance of Board Members
  • Declare quorum (minimum 4 of 6 Directors required)

C. Approval of First Meeting Minutes

  • Motion: “RESOLVED, that the Board approves the minutes of the First Board Meeting held on May 3, 2026, as presented [or with amendments as discussed].”
  • Discussion and vote

D. Adoption of Agenda

  • Motion to adopt agenda as presented or with amendments
  • Vote on adoption

[Estimated Time: 5 minutes]

II. NEW PRIORITY ITEMS (URGENT - FOR MAY 19 LAUNCH)

PRIORITY ITEM #1: APPROVAL OF K-PAI NEXUS LAUNCH ANNOUNCEMENT

A. Review of Drafted Message

  • Presenter: Sunghee Yun, Chair
  • Overview of message structure and key elements:
    • Framing as “evolution” and “sister organization”
    • Three core values (Explore & Lead, Elevate Community, Give Back)
    • Activity scope (forums, interest groups, partnerships, AI & Humanity Council, etc.)
    • Continuity messaging (“실질적으로는 거의 없습니다”)
    • May 20 Forum as transition point
  • Summary of Board feedback received via KakaoTalk

B. Discussion of Board Feedback

  • Line-by-line review of suggested edits
  • Discussion of tone, messaging, and strategic framing
  • Verification of accuracy (activity scope, timeline, contact information)
  • Consistency with FAQ and other public-facing materials

C. Strategic Considerations

  • Differentiation from K-PAI Forum (without explicitly mentioning separation)
  • Community reaction management (Q&A preparation)
  • Follow-up communication plan
  • Coordination with May 20 Forum announcement

D. Final Approval

  • Motion: “RESOLVED, that the Board approves the K-PAI Nexus Launch Announcement as presented [or with amendments as discussed], and authorizes Chair to send the message to the K-PAI community chatroom on Monday, May 19, 2026.”
  • Vote on approval
  • Designation of spokesperson for follow-up questions from community

[Estimated Time: 20 minutes]

PRIORITY ITEM #2: REVIEW AND FINALIZATION OF K-PAI NEXUS FAQ

A. Review of Current FAQ Document

B. Alignment with Launch Announcement

  • Verification that FAQ messaging is consistent with approved launch announcement
  • Updates needed to reflect “sister organization” positioning
  • Clarification of relationship with K-PAI Forum
  • Activity scope accuracy and completeness

C. Section-by-Section Review (Key Sections Only)

  • Mission and Vision: Consistency with three core values
  • Organizational Structure: Board composition, governance
  • Membership and Participation: Qualification criteria, benefits
  • Programs and Activities: Accuracy of listed activities
  • Partnerships and Collaborations: Current MOUs and partnerships
  • Funding and Sustainability: Transparency on financial model

D. Board Feedback and Revisions

  • Specific edits and additions recommended by Board Members
  • Timeline for implementing revisions
  • Authority to make minor edits post-meeting (Chair discretion vs. Board approval)

E. Final Approval

  • Motion: “RESOLVED, that the Board approves the K-PAI Nexus FAQ document as presented [or with amendments as discussed], and authorizes Chair to publish the finalized version on the K-PAI Nexus website. Further, the Board authorizes Chair to make minor editorial revisions without additional Board approval, provided such revisions do not materially change the content or messaging.”
  • Vote on approval

[Estimated Time: 15 minutes]

III. CONTINUATION OF FIRST MEETING AGENDA

PRIORITY ITEM #3: NONPROFIT ORGANIZATION REGISTRATION

(Continued from First Meeting - Not Completed)

A. Legal Framework and Registration Process

  • Presenter: Bo Hyoung (Jeff) Lee, Legal Affairs Advisor
  • Overview of California 501(c)(3) nonprofit public benefit corporation requirements
  • Federal IRS 501(c)(3) tax-exempt status application process
  • Timeline and critical path for registration
  • Estimated timeline:
    • Articles of Incorporation filing: [DATE]
    • Bylaws adoption: [DATE]
    • IRS Form 1023 submission: [DATE]
    • Expected tax-exempt status approval: [DATE]

B. Legal Considerations and Liability Issues

  • Presenter: Bo Hyoung (Jeff) Lee

  • Key Discussion Points:

    1. Organizational Liability

    • Legal responsibilities and exposure as registered nonprofit vs. unregistered community organization
    • Transition considerations during registration period

    2. Program Liability - SNU Summer Program Specific

    • SNU College of Engineering Silicon Valley Immersion Program (10-day program, Summer 2026)
    • Student safety, supervision, and duty of care obligations
    • Insurance requirements for educational programs
    • Liability for participants in K-PAI Nexus-organized activities
    • CRITICAL QUESTION: What liability exposure exists for Summer 2026 SNU program if nonprofit registration not yet complete at program start date?
    • Options Discussion:
      • Proceed under current informal structure with insurance coverage?
      • Expedite nonprofit registration to complete before program start?
      • Partner with established entity for liability coverage?
      • Postpone program until registration complete?

    3. Director and Officer Liability

    • Personal liability protection for Board Members
    • D&O (Directors & Officers) insurance requirements and costs
    • Indemnification provisions in bylaws
    • Coverage during pre-registration period

    4. Insurance Requirements and Costs

    • D&O Insurance: Estimated $800-1,500/year
    • General Liability Insurance: Estimated $500-800/year
    • Event/Program-Specific Insurance: Cost varies by program
    • Total estimated Year 1 insurance budget: $1,500-2,500
    • When to secure coverage (before vs. after registration)

    5. Other Legal Considerations

    • Employment law (if/when we hire staff)
    • Contract authority and signing (who can bind the organization?)
    • Intellectual property ownership (forum content, educational materials)
    • Data privacy and security (GDPR, CCPA compliance for member data)
    • Fiscal sponsorship vs. independent registration (pros/cons)

C. Roles and Responsibilities for Registration

  • Motion: “RESOLVED, that the Board hereby assigns the following responsibilities for nonprofit registration:”
    • Primary Responsibility: Sunghee Yun (overall coordination and document preparation)
    • Legal Support: Bo Hyoung (Jeff) Lee and Youngwook (Hayden) Song (legal review, coordination with external counsel if needed, compliance verification)
    • Financial Officer: Ghayoung Lee, Treasurer (financial documentation, budget authorization tracking)
    • Board Approval Required for: Articles of Incorporation, Bylaws, IRS Form 1023 application, major contracts, insurance policy selection
  • Division of labor among Board Members
  • Timeline and milestone accountability
  • Communication protocol for urgent decisions between meetings

D. Budget Authorization

  • Motion: “RESOLVED, that the Board authorizes expenditure of up to $[AMOUNT] for nonprofit registration and related costs, including but not limited to:
    • California Secretary of State filing fees
    • IRS Form 1023 application fee
    • Legal counsel fees (if external counsel engaged)
    • Registered agent fees (if applicable)
    • D&O insurance premiums
    • General liability insurance premiums
    • Accounting and tax preparation services
  • Further RESOLVED, that expenditures exceeding this authorized amount require additional Board approval.”
  • Discussion and vote

E. Immediate Next Steps and Action Items

  • By May 20, 2026:
    • Selection of registered agent (if required)
    • Decision on engaging external legal counsel
    • Initial draft of Articles of Incorporation
  • By May 31, 2026:
    • Complete Articles of Incorporation for Board review
    • Begin Bylaws drafting process
    • Obtain insurance quotes (D&O, general liability, SNU program-specific)
  • By June 15, 2026:
    • File Articles of Incorporation with California Secretary of State
    • Secure D&O insurance coverage
    • Finalize insurance for SNU Summer Program
  • By June 30, 2026:
    • Board approval of Bylaws
    • Begin IRS Form 1023 preparation

F. Discussion and Decisions

  • Board questions and discussion
  • Vote on roles and responsibilities resolution
  • Vote on budget authorization
  • Confirmation of action item assignments and deadlines

[Estimated Time: 30 minutes]

IV. GOVERNANCE DOCUMENTS (IF TIME PERMITS)

A. Bylaws Preliminary Discussion

  • Document: https://nexus-pai.github.io/bylaws/k-pai
  • Note: Full line-by-line review deferred to Third Board Meeting
  • Today’s Focus: High-level overview and major concerns only
    • Board composition and term lengths
    • Officer roles and responsibilities
    • Conflict of interest policy
    • Amendment procedures
  • Board Members asked to review in detail before Third Meeting

[Estimated Time: 5-10 minutes if time permits]

V. OPERATIONAL MATTERS (IF TIME PERMITS)

A. Event Sponsorship and Fundraising Strategy

  • Current sponsorship pipeline and opportunities
  • Approach to corporate sponsors (criteria, benefits, recognition)
  • Foundation grants and government funding opportunities
  • Board Member roles in fundraising and development
  • Budget needs for 2026 operations

B. June and July 2026 Forum Planning

C. SNU Summer Program Planning Update

  • Timeline and logistics
  • Liability and insurance status (contingent on Item III.B discussion)
  • Board oversight and involvement

[Estimated Time: 5-10 minutes if time permits]

VI. CLOSING MATTERS

A. Action Items Summary

  • Secretary to summarize all action items assigned during meeting
  • Confirmation of responsible parties and deadlines
  • Communication protocol for updates between meetings

B. Next Meeting Agenda Preview

The Third Board Meeting will focus on:

  1. Appointment of Ghayoung Lee as K-PAI Nexus Treasurer (formal vote)

  2. Bylaws Review and Approval
  3. PR/FAQ 2028 Vision Document Review and Finalization
  4. 2026 Plan Critical Decisions
  5. Post-Launch Review
    • Community reaction to K-PAI Nexus announcement
    • Membership transition status
    • Adjustments to communication strategy if needed

C. Scheduling Next Meeting

  • Proposed date and time for Third Board Meeting
  • Calendar coordination
  • Target: Late May or Early June 2026

D. Adjournment

  • Motion: “RESOLVED, that the meeting is hereby adjourned.”
  • Vote on adjournment
  • Closing remarks from Chair

[Estimated Time: 5 minutes]

POST-MEETING ACTION ITEMS

Immediate Actions Following Meeting:

  1. Meeting Minutes: Secretary (Jeff Lee) to prepare draft minutes within 3 days for Board review
  2. Launch Announcement: Chair to send approved message to K-PAI community on May 19, 2026
  3. FAQ Updates: Chair to implement approved revisions to FAQ document
  4. Legal Registration: Jeff Lee to initiate assigned action items per nonprofit registration timeline
  5. Insurance Quotes: Jeff Lee and Ghayoung Lee to obtain insurance quotes by May 31, 2026
  6. Articles of Incorporation: Draft preparation begins immediately per timeline

CONTEXT FROM FIRST MEETING (MAY 3, 2026)

Items Completed in First Meeting:

  • ✅ Quorum declared and meeting called to order
  • ✅ Founding Board of Directors formally established
  • ✅ Officers appointed: Sunghee Yun (Chair), Jeff Lee (Secretary)
  • ✅ Strategic decision on K-PAI Nexus launch announcement approach:
    • Frame as “evolution” and “sister organization” to K-PAI
    • Position K-PAI Nexus as “superset” of original K-PAI vision
    • Do not explicitly mention Prof. Jung Hee Cheon or organizational separation
    • Send announcement one day before May Forum (May 19, 2026)
    • May 20 Forum will be final joint K-PAI/K-PAI Nexus forum

Items Deferred from First Meeting:

  • Nonprofit organization registration discussion (extended discussion needed)
  • FAQ finalization (awaiting consistency with launch announcement)
  • Domain name selection
  • Notion workspace setup
  • Operational matters (sponsorship, startup pitches, forum planning)
  • Strategic documents review (2026 Plan, PR/FAQ 2028)

Key Strategic Decisions Made:

  1. K-PAI Nexus positioned as complementary “sister organization” not replacement
  2. Emphasis on continuity for existing community members
  3. Three core values as organizational foundation
  4. Launch announcement to be sent May 19, 2026 (one day before May Forum)

MEETING LOGISTICS

Google Meet Link: [To be distributed via Board KakaoTalk chatroom]

Technical Requirements:

  • Stable internet connection
  • Video camera enabled (preferred)
  • Microphone and speakers functional
  • Quiet environment for confidential Board discussions

Meeting Etiquette:

  • Join 5 minutes early to test audio/video
  • Mute microphone when not speaking
  • State name before speaking (for minutes clarity)
  • Use hand-raise feature for questions

BOARD MEMBER PREPARATION CHECKLIST

Before May 7, 2026:

  • Review draft launch announcement when circulated via KakaoTalk

By May 11, 2026:

  • Provide feedback on launch announcement via KakaoTalk
  • Review K-PAI Nexus FAQ document thoroughly
  • Prepare specific questions and feedback on FAQ

By May 13, 2026 (Meeting Day):

  • Review revised launch announcement incorporating Board feedback
  • Review First Meeting minutes (when circulated)
  • Prepare questions on nonprofit registration process
  • Test Google Meet connection before 9:00 PM

This agenda reflects continuation of unfinished business from the First Board Meeting and incorporates new urgent priorities related to the May 19, 2026 K-PAI Nexus public launch announcement.

All Board Members are reminded of their fiduciary duties and the confidential nature of Board discussions. Information regarding the launch announcement should not be shared outside the Board until after official approval and public distribution on May 19, 2026.