K-PAI Nexus

Silicon Valley AI Nexus

posted: 01-May-2026 & updated: 04-May-2026

⚠️ Confidential | K-PAI Nexus Board Only | Not Publicly Listed
📅 Will be released publicly after Internal Board Review!

BYLAWS OF Silicon Valley AI Nexus (K-PAI Nexus)

Adopted: [DATE TO BE DETERMINED]
Last Amended: 01-May-2026

ARTICLE I: NAME AND PURPOSE

Section 1.1 Name

The name of this organization shall be Silicon Valley AI Nexus (K-PAI Nexus), a California nonprofit public benefit corporation, hereinafter referred to as “the Organization.”

Section 1.2 Vision

K-PAI Nexus’s vision rests on three foundational pillars:

  1. Explore & Lead. In Silicon Valley, the global vanguard of cutting-edge AI, we explore and advance the comprehensive landscape of Artificial Intelligence (AI)—from technology and industry to markets, entrepreneurship, investment, societal impact, and philosophy.

  2. Elevate Community. We cultivate the values, relationships, and collective wisdom that transform individuals into a thriving community.

  3. Give Back to Society. We channel our insights, connections, and innovations into tangible contributions that serve the broader world.

Section 1.3 Mission

K-PAI Nexus is a nonprofit organization dedicated to:

  1. Knowledge and Learning: Providing differentiated opportunities to explore and disseminate knowledge regarding Artificial Intelligence (AI) spanning technology, industry, markets, entrepreneurship, policy, regulation, law, ethics, economic and societal impact, philosophy, and existential questions facing humanity.

  2. Community and Networking: Creating unique environments that foster meaningful connections and generate tangible contributions to the community, society, and the world.

  3. Collaboration and Impact: Broadening the Organization’s influence through partnerships with universities, corporations, governments, and other entities to advance responsible AI development for human flourishing.

Section 1.4 Nonprofit Status

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

  • Attend K-PAI Nexus forums, colloquiums, and events
  • Participate in interest groups and networking activities
  • Access K-PAI Nexus resources and communications
  • Propose speakers, topics, and partnership opportunities
  • Contribute to committees and organizational initiatives

Section 2.2 Qualified Membership

Qualified Members are those who have attended at least two (2) K-PAI Nexus forums or colloquiums. Qualified Members gain access to:

  • The K-PAI Nexus Members chatroom
  • Enhanced networking opportunities
  • Priority registration for events
  • Startup pitch opportunities at forums
  • Participation in member-exclusive activities

Section 2.3 No Membership Fees

K-PAI Nexus does not charge membership fees. Membership is earned through participation, not purchased. The Organization is sustained through sponsorships, grants, partnerships, and voluntary contributions.

Section 2.4 Membership Rights

General members and Qualified 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 Nexus.

Section 3.2 Board Composition

The Board shall consist of no fewer than five (5) and no more than nine (9) Directors. The initial Board consists of six (6) Directors.

Section 3.3 Board Member Qualifications

Directors must demonstrate:

  1. Proven Commitment: Sustained contributions to K-PAI Nexus’s mission and operations through demonstrated action, not credentials or reputation alone
  2. Active Participation: Regular engagement in organizational activities, including forums, planning, partnerships, and strategic initiatives
  3. Collaborative Spirit: Ability to work constructively with other Board members and the broader K-PAI Nexus community
  4. Operational Contribution: Willingness and capacity to fulfill the duties specified in Section 3.4

Board positions are earned through contribution, not granted based on credentials, titles, or reputation alone. This merit-based approach ensures that those who govern are those who actively build the community.

Section 3.4 Board Member Responsibilities

All Board members are expected to fulfill the following responsibilities:

A. Active Contribution to Organizational Activities

Each Board member must actively contribute to K-PAI Nexus operations through one or more of the following:

  • Forum/Colloquium Organization: Contributing to planning, speaker coordination, logistics, or execution of forums and events
  • Partnership Development: Building and managing institutional partnerships, MOUs, and collaborative programs
  • Committee Leadership: Leading or actively participating in standing or special committees
  • Community Building: Facilitating interest groups, mentoring members, or organizing specialized activities
  • Strategic Initiatives: Driving major projects such as educational programs, thought leadership publications, or nonprofit development

The Board recognizes that members contribute in diverse ways. What matters is sustained, meaningful contribution to the Organization’s mission, not conformity to a single template.

B. Governance and Strategic Planning

Board members must:

  • Attend at least 75% of Board meetings (whether in-person or virtual)
  • Participate actively in strategic discussions and decision-making
  • Respond to time-sensitive organizational matters within reasonable timeframes
  • Provide constructive input on partnerships, sponsorships, and major initiatives

C. Community Engagement and Representation

Board members should:

  • Represent K-PAI Nexus professionally in external interactions
  • Facilitate introductions and connections that advance the Organization’s mission
  • Actively promote K-PAI Nexus 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 Nexus 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 two (2) years, with terms staggered to ensure continuity. Directors may serve consecutive terms if re-nominated and approved by the Board.

Section 3.6 Annual Review

The Board shall conduct an annual review of organizational performance and member contributions. This review shall assess overall progress toward K-PAI Nexus’s mission and identify areas for improvement.

Individual Directors who fail to fulfill the responsibilities outlined in Section 3.4 may be subject to removal as specified in Section 3.8.

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:

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

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. Resignation shall be effective upon receipt unless a later date is specified.

ARTICLE IV: OFFICERS

Section 4.1 Officers

The officers of K-PAI Nexus shall be:

  • Chair of the Board
  • Vice Chair (optional, as determined by the Board)
  • Secretary
  • Treasurer

Officers shall be elected by the Board from among its members and shall serve one-year terms. Officers may be re-elected to consecutive terms.

Section 4.2 Chair of the Board

The Chair shall:

  • Preside over Board meetings
  • Serve as the primary spokesperson for K-PAI Nexus
  • Provide strategic leadership and vision
  • Coordinate with officers and committee chairs
  • Execute contracts and agreements approved by the Board
  • Perform other duties as assigned by the Board

Section 4.3 Vice Chair

If elected, the Vice Chair shall:

  • Assist the Chair in fulfilling their duties
  • Assume the Chair’s responsibilities in their absence
  • Lead specific strategic initiatives as assigned by the Board

Section 4.4 Secretary

The Secretary shall:

  • Maintain accurate minutes of all Board meetings
  • Manage organizational records and documents
  • Ensure proper notice of Board meetings
  • Maintain the official roster of Board members
  • Handle official correspondence as directed by the Board

Section 4.5 Treasurer

The Treasurer shall:

  • 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
  • Report financial status to the Board quarterly

ARTICLE V: INITIAL BOARD OF DIRECTORS

Section 5.1 Founding Board Members

The initial Board of Directors of K-PAI Nexus consists of the following six (6) individuals who have demonstrated sustained commitment to building K-PAI Nexus:

  1. Sunghee Yun - Chair of the Board
  2. Sue Kim - Marketing Leadership
  3. Youngwook (Hayden) Song - Legal Affairs
  4. Bo Hyoung (Jeff) Lee - Legal Affairs
  5. MiSook Chung - Community Engagement
  6. Minha Hwang - Bio/Medical/Data Domain Expertise

Section 5.2 Initial Officer Appointments

The initial officers of K-PAI Nexus are:

  • Chair: Sunghee Yun
  • Secretary: [To be determined by Board]
  • Treasurer: [To be determined by Board]

Section 5.3 Initial Term Staggering

To establish staggered terms:

  • Two-year initial terms: Sunghee Yun, Sue Kim, MiSook Chung
  • One-year initial terms: Hayden Song, Jeff Lee, Minha Hwang

After initial terms expire, all subsequent terms shall be two (2) years as specified in Section 3.5.

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
  • 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:

  • Vision & Principles Committee: Develops and maintains K-PAI Nexus’s strategic vision, core principles, and thought leadership (e.g., manifesto, white papers)
  • Program Committee: Plans and coordinates forums, colloquiums, and educational initiatives
  • Partnership Committee: Develops and manages relationships with universities, corporations, governments, and community organizations
  • Communications Committee: Oversees marketing, social media, website, and member communications
  • Finance Committee: Supports the Treasurer in financial oversight and fundraising

Section 7.2 Special Committees

The Board may establish special committees for specific projects or initiatives, such as:

  • One-Time Committees: Formed for specific events or initiatives (e.g., forum-specific planning committees)
  • AI & Humanity Council: K-PAI Nexus’s flagship think tank producing research and policy guidance on AI’s transformative impact

Section 7.3 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 7.4 Committee Members

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

Section 7.5 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 may execute contracts on behalf of the Organization following Board approval.

Section 8.5 Fundraising

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

Section 8.6 For-Profit Activities and Spinoffs

Consistent with its 501(c)(3) status, K-PAI Nexus may:

  • Generate revenue through educational programs, consulting, and mission-aligned services
  • Hold equity positions in for-profit companies if properly structured and approved by the Board
  • Facilitate the creation of for-profit companies by community members, similar to university technology transfer models

Any revenue-generating activities or equity arrangements must align with the nonprofit mission and comply with IRS regulations governing 501(c)(3) organizations.

ARTICLE IX: CONFLICTS OF INTEREST

Section 9.1 Policy Statement

Board members and officers must act in the best interests of K-PAI Nexus 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 Nexus
  • Family relationships with K-PAI Nexus 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:

  1. Proposed amendments are distributed to all Board members at least 14 days before the meeting
  2. 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 3.3 (Board Member Qualifications - merit-based principle)
  • Article IX (Conflicts of Interest)
  • Article XI, Section 11.2 (this provision)

ARTICLE XII: DISSOLUTION

Section 12.1 Dissolution Procedure

K-PAI Nexus 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, artificial intelligence (AI), and public benefit
  • Are selected by the Board through majority vote

ARTICLE XIII: GENERAL PROVISIONS

Section 13.1 Nondiscrimination

K-PAI Nexus 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 Board of Directors.

CERTIFICATION

These Bylaws were adopted by the K-PAI Nexus Board of Directors on [DATE].

Board of Directors:

Sunghee Yun, Chair

Sue Kim

Youngwook (Hayden) Song

Bo Hyoung (Jeff) Lee

MiSook Chung

Minha Hwang

For questions regarding these Bylaws, please contact:

Sunghee Yun, Chair of the Board
Email: sunghee.yun@gmail.com
Website: https://k-pai.org