diff --git a/bylaws.md b/bylaws.md new file mode 100644 index 0000000..abcb3fb --- /dev/null +++ b/bylaws.md @@ -0,0 +1,431 @@ +# Global AI Community Bylaws +*Effective as of September 1, 2025* + +## Article I: Name, Offices and Purpose + +### Section 1.1. Name +The name of this corporation is the Stichting Global AI Community (referred to in these Bylaws as the "Foundation"). + +### Section 1.2. Offices +The principal office of the Foundation shall be located at its principal place of business or such other place as the Board of Directors (the "Board") may designate. The Foundation may have such other offices as the Board may designate. + +### Section 1.3. Purpose +The Foundation is organized as a non-profit organization. It was formed to advance the interests of the artificial intelligence community worldwide, including enterprises, partners, individual developers, researchers, and local AI communities, by fostering open development, education, and collaboration around AI technologies; promoting ethical AI practices; and serving as a forum for commercial and community developers to strengthen the future of the AI ecosystem and wider developer community by promoting openness, community participation, education, and innovation through local chapters and global initiatives. + +## Article II: Membership and Chapter Organization + +### Section 2.1. Membership +The Board shall adopt a policy (a "Membership Policy"), consistent with the Foundation's Articles of Incorporation, that defines the rights, responsibilities, qualifications, fees and all other matters associated with membership. The term "Members" means all individuals and entities that qualify for membership under this policy and that execute a Membership Agreement in a form adopted by the Board. + +### Section 2.2. Chapter Organization +The Foundation operates through a global network of local chapters that organize educational events and activities in their respective region. + +#### Section 2.2.1. Chapter Requirements +All Global AI Community chapters must: +- Be region-based, this is usually a city +- Have at least two (2) organizers to share workload, prevent burnout, and guarantee continuity +- Organize at least one (1) event every three (3) months +- Maintain an expectation for ongoing community activities beyond one-time events +- Provide free and open registration for all events +- Use only their assigned @globalai.community email address for official communications +- Comply with the Global AI Community Code of Conduct +- Make the Code of Conduct publicly available for all events and activities + +#### Section 2.2.2. Chapter Formation Process +New chapters may be formed through the following process: +1. Prospective chapter leads must join the Global AI Community Slack and engage with the #new-chapters channel +2. Complete the official chapter application form +3. Applications are reviewed monthly by the Board or designated committee +4. An onboarding interview will be scheduled +4. Upon approval, new chapters receive multiple benefits as specified in the chapter benefit appendix ("Chapter Benefits Appendix"). The Board can change these benefits without notice. + +#### Section 2.2.3. Chapter Lead Responsibilities +Chapter leads must: +- Organize or support co-organization of at least one (1) meetup per three (3) months +- Work collaboratively with at least one other organizer +- Notify Foundation leadership of changes in organizing team +- Participate in global initiatives including Global AI Bootcamp, Global AI Conference, live streams, and newsletters +- Provide annual activity reports to the Foundation Leadership team +- Maintain inclusive, safe environments for all participants +- Conduct activities on a non-profit basis without commercial exploitation +- Share Global AI Community announcements with local members when requested + +### Section 2.3. Chapter Governance and Oversight +The Board shall adopt a policy (a "Chapter Governance Policy") that defines: +- Standards for chapter performance and compliance +- Procedures for chapter review and evaluation +- Disciplinary measures for non-compliant chapters +- Process for chapter suspension or termination +- Appeals process for disciplinary actions + +### Section 2.4. Intellectual Property and Content +All intellectual property submitted to or owned, adopted or created by the Foundation ("Intellectual Property") shall be subject to such license agreements, contribution agreements, policies and procedures as adopted by the Board. The Board will adopt policies governing the use of Foundation trademarks, logos, and branding materials by chapters and members. + +## Article III: Board of Directors + +### Section 3.1. Powers +The Board will direct all affairs of the Foundation and may exercise all powers available to a corporation under applicable law, including without limitation the power to authorize officers or agents to enter into contracts, execute financial instruments, and make other commitments on behalf of the Foundation. All corporate powers are exercised by or under authority of the Board. + +### Section 3.2. Number of Directors +The Foundation will have no fewer than three (3) and no more than seven (7) directors. + +### Section 3.3. Board Composition + +#### (a) Board Structure +The Board shall consist of no fewer than three (3) and no more than seven (7) directors appointed by the Board or founding organizations. Directors may include representatives from founding organizations, major sponsors, or other stakeholders as determined by the Board. + +#### (b) Director Appointment +Directors shall be appointed by the existing Board or founding organizations. The Board shall establish criteria for director qualifications and appointment procedures. + +#### (c) Director Terms +Directors will serve for terms as determined by the Board, typically not exceeding three (3) years, with the possibility of reappointment. + +#### (d) Resignation; Removal +A director may resign at any time in their sole discretion, unless such resignation would cause the Foundation to have no directors. A director may be removed from office for any good cause deemed sufficient by the Board, voting in accordance with Section 3.6 below. + +#### (e) Vacancies +If there are vacancies in director positions due to resignation or removal, the remaining directors shall appoint additional directors to serve for the remainder of the term or for a new term as determined by the Board. + +### Section 3.4. Compensation +Directors shall not receive compensation for their services as such, although the reasonable expenses of directors for attendance at Board meetings or otherwise directly incident to their duties as directors may be paid by the Foundation. + +### Section 3.5. Transactions with Interested Parties +No contract or transaction between the Foundation and one or more of its directors or officers, or between the Foundation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or have a financial or other substantial interest, shall be void or voidable solely for this reason, provided that: +- The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even if the disinterested directors are less than a quorum; or +- The contract or transaction is fair as to the Foundation as of the time it is authorized, approved or ratified by the Board. + +### Section 3.6. Meetings + +#### (a) Location and Format +The Board and any Board committees may hold regular or special meetings at any location worldwide or by any electronic means. Participation by telephone, videoconference or any similar means is sufficient provided that all meeting participants can concurrently communicate with each other. + +#### (b) Regular and Special Meetings +Regular meetings of the Board may be held at times determined by the Board and communicated to all directors. Any officer of the Foundation may call a special meeting, or any one director may call a special meeting if that one director is the only director in office. The party calling a special meeting must use all reasonable efforts to effect actual notice of the special meeting upon all other directors no less than two business days prior to the special meeting. + +#### (c) Quorum and Voting +Except as otherwise required herein, participation of a majority of the directors in office immediately before a meeting will constitute a quorum for the transaction of business at that meeting of the Board. Except as otherwise required by applicable law or by these Bylaws, the act of the majority of the voting directors present at which a quorum is present will be an act of the Board. + +For the following actions, a vote by two-thirds of all directors then in office shall be required: +- The dissolution or merger of the Foundation, or the transfer of all or substantially all of the Foundation's assets +- Changing the Foundation's purpose +- Amendment to the Articles of Incorporation or these Bylaws +- Changing the Foundation's Membership Agreements, the Membership Policy, the Chapter Governance Policy, or any Intellectual Property-related agreements or policies +- Removal of the Foundation's officers or directors +- Suspension or termination of chapters + +Each director will have one vote. + +#### (d) Member and Chapter Review +Prior to voting on any amendments to the Foundation's Bylaws, Articles of Incorporation, Membership Policy, Chapter Governance Policy, or any of the Foundation's Intellectual Property-related agreements or policies, the Board shall use reasonable efforts to preview the proposed amendments with the Foundation's Members and chapter leads, using the following process: +- Post the proposed amendments in accessible locations such as GitHub or the Foundation website for review and feedback +- Notify Members and chapter leads via public announcement and solicit comments over a designated review period (no less than one week from the date of notice) +- Upon conclusion of the review period, the Board will collect and consider all comments in good faith prior to voting on the amendments + +However, to the extent the Board reasonably determines that such a review process is not possible due to good faith considerations (such as time sensitivity, potential legal liability, confidentiality, etc.), it may vote on amendments in accordance with these Bylaws without engaging in the above review process. + +#### (e) Notices +All notices required under this Article III will be given to all directors in office at the time of such notice and may be given by email at least 48 hours in advance of the meeting or by first class mail to such director's last known business address at least three business days in advance. + +### Section 3.7. Action without a Meeting +Board actions may be taken without a meeting if all of the directors then in office communicate written consent to such actions. Communications may be via electronic means so long as the method used provides reasonable assurance of notice, security and authenticity. + +## Article IV: Steering Committee + +### Section 4.1. Purpose and Composition +The Steering Committee serves as an advisory body to assist the Board in governing the Foundation and representing the interests of chapters worldwide. The Steering Committee shall consist of ten (10) chapter leads selected from active chapters in good standing. + +### Section 4.2. Selection and Terms + +#### (a) Election Process +Steering Committee members shall be elected annually by chapter leads from among themselves through a democratic process that ensures fair representation across geographic regions. + +##### Election Timeline and Schedule +- Elections shall be held twice per year (every six months) to maintain staggered terms +- The Board shall establish and publish an annual election calendar with specific dates for: + - Nomination periods (minimum 2 weeks) + - Campaign periods (minimum 2 weeks) + - Voting periods (minimum 1 week) + - Results announcement and transition periods + +##### Nomination Process +- Any eligible chapter lead may nominate themselves or be nominated by another chapter lead +- Nominations must be submitted in writing through designated Foundation channels +- Nominees must confirm their acceptance and provide: + - Statement of interest and qualifications (maximum 500 words) + - Commitment to serve the full term if elected + - Vision for their contribution to the Steering Committee + +##### Geographic Representation +- The election process shall strive to ensure representation from major geographic regions including: + - Americas (North and South America) + - Europe, Middle East, and Africa (EMEA) + - Asia-Pacific (APAC) +- No single geographic region may hold more than 60% of Steering Committee seats where seats remain vacant if there are no qualified candidates for those regions. + +##### Campaign Guidelines +- Nominees may campaign to fellow chapter leads through approved Foundation channels +- Campaign activities must comply with the Global AI Community Code of Conduct +- The Foundation shall provide equal opportunity for all candidates to present their platforms +- Prohibited campaign activities include: + - Commercial endorsements or sponsorships + - Negative campaigning against other candidates + - Use of non-Foundation channels for campaigning + +##### Voting Process +- Only active chapter leads in good standing are eligible to vote +- Voting shall be conducted through secure digital platforms ensuring anonymity and integrity +- Each eligible voter may vote for up to the number of open positions +- In case of ties, a runoff election shall be conducted between tied candidates + +##### Election Oversight +- Elections shall be overseen by a neutral Election Committee consisting of: + - One Board member (non-voting chair) + - Two current Steering Committee members not standing for re-election +- The Election Committee shall ensure fair process, resolve disputes, and certify results + +#### (b) Staggered Terms +To ensure continuity, Steering Committee members serve staggered terms: +- Five (5) members are elected every six (6) months +- Each member serves a one (1) year term +- Members may be re-elected for consecutive terms + +#### (c) Eligibility +To be eligible for the Steering Committee, candidates must: +- Be an active chapter lead in good standing +- Have led their chapter for at least six (6) months +- Demonstrate commitment to the Foundation's mission and values +- Have organized at least two (2) chapter events in the preceding twelve (12) months + +### Section 4.3. Responsibilities +The Steering Committee shall: +- Provide guidance and recommendations to the Board on Foundation policies and initiatives +- Represent chapter interests and concerns in Foundation governance +- Review and provide input on proposed changes to chapter policies and procedures +- Assist in the development of global initiatives and programs +- Facilitate communication between the Board and the chapter network +- Support the onboarding and mentoring of new chapters +- Provide feedback on Foundation strategic planning and direction + +### Section 4.4. Meetings + +#### (a) Regular Meetings +The Steering Committee shall hold ten (10) digital meetings per year, scheduled to accommodate global participation across different time zones. + +#### (b) Meeting Format +Meetings shall be conducted in two time zones to ensure chapter leads from all regions can participate: +- One meeting optimized for Americas and European time zones +- One meeting optimized for Asia-Pacific and European time zones +- The same agenda and materials shall be used for both sessions + +#### (c) Quorum and Decision Making +A quorum for Steering Committee meetings shall consist of six (6) members. Recommendations and advice to the Board shall be made by majority vote of members present at a meeting where quorum is established. + +#### (d) Board Liaison +At least one Board member shall attend Steering Committee meetings as a liaison to ensure effective communication and coordination. + +### Section 4.5. Resignation and Removal + +#### (a) Resignation +A Steering Committee member may resign at any time by providing written notice to the Board and remaining Steering Committee members. + +#### (b) Removal for Cause +A Steering Committee member may be removed for: +- Failure to maintain active chapter lead status +- Violation of the Foundation's Code of Conduct +- Failure to attend three (3) consecutive meetings without excuse +- Actions contrary to the Foundation's mission and values + +#### (c) Replacement +Vacancies in the Steering Committee shall be filled through a special election among eligible chapter leads, with the replacement serving until the next regular election cycle. + +### Section 4.6. Compensation +Steering Committee members shall not receive compensation for their service, although reasonable expenses related to Foundation activities may be reimbursed as determined by the Board. + +## Article V: Officers + +### Section 5.1. Officers +The officers of the Foundation shall consist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Other officers may be elected or appointed by the Board, such officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. + +### Section 5.2. Responsibilities + +#### (a) President +The President shall serve as chair of the Board and when present shall preside at meetings of the Board. The President shall have general supervision of the business and affairs of the Foundation, subject to the direction and control of the Board. The President shall sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Foundation. + +#### (b) Secretary +The Secretary shall be responsible for ensuring that minutes of meetings of the Board and committees of the Board are recorded and maintained; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the Foundation; ensure that records are kept of the name and address of each Member, director, officer, and chapter; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board. + +#### (c) Treasurer +The Treasurer shall have charge of and be responsible for all funds and securities of the Foundation; ensure that monies due and payable to the Foundation from any source whatsoever are properly received; ensure that all such monies are deposited in the name of the Foundation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board. + +### Section 5.3. Election and Term of Office +The officers of the Foundation shall be elected each year by the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until his or her successor is elected. A vacancy in any office may be filled by the Board for the unexpired portion of the term or for a new term established by the Board. + +### Section 5.4. Compensation +Officers shall not receive compensation for their services as such, although the reasonable expenses of officers for attendance at Board meetings or otherwise directly incident to their duties as officers may be paid by the Foundation. + +## Article VI: Chapter Management and Support + +### Section 6.1. Chapter Support Services +The Foundation shall provide support services to approved chapters as specified in the Chapter Benefits Appendix. The Board may modify the Chapter Benefits Appendix at any time without amending these Bylaws to add, remove, or change chapter benefits and support services. + +### Section 6.2. Chapter Performance Standards +Chapters are expected to maintain the following performance standards: +- Host at least one educational event every three months +- Maintain at least two active organizers +- Report annually on chapter activities and community impact +- Participate in global initiatives when requested +- Maintain compliance with Global AI Community Code of Conduct +- Use Foundation branding and communication channels appropriately + +### Section 6.3. Chapter Review and Compliance +The Board or its designated committee shall conduct annual reviews of chapter performance and compliance. Chapters failing to meet performance standards or violate Foundation policies may be subject to: +- Warning and improvement plans +- Temporary suspension of Foundation support services +- Termination of chapter status +- Stale chapter review procedures as outlined in Section 6.4 + +### Section 6.4. Stale Chapter Identification and Removal + +#### (a) Stale Chapter Conditions +A chapter shall be deemed "stale" if it meets any of the following conditions: +- Has not organized any events for six (6) consecutive months +- Has not responded to Foundation communications for three (3) consecutive months +- Has failed to provide required annual activity reports for two (2) consecutive years +- Has no active organizers or all organizers have become unresponsive +- Has violated chapter requirements repeatedly despite warnings and improvement plans + +#### (b) Stale Chapter Review Process +The Board or its designated committee shall: +1. **Initial Assessment**: Conduct quarterly reviews to identify potentially stale chapters +2. **Outreach Period**: Contact chapters showing signs of inactivity for a 30-day outreach period +3. **Formal Notice**: Issue formal written notice to chapters that remain unresponsive, providing 60 days to demonstrate renewed activity +4. **Final Determination**: Make final determination of stale status if no adequate response is received + +#### (c) Actions for Stale Chapters +Upon determination that a chapter is stale, the Foundation may take the following actions: +- **Immediate suspension** of all chapter benefits and support services +- **Revocation** of @globalai.community email access and credentials +- **Removal** from official chapter listings and directories +- **Transfer** of any Foundation assets or materials to active chapters or Foundation control +- **Formal termination** of chapter status + +#### (d) Reactivation Process +Former stale chapters may apply for reactivation by: +- Submitting a new chapter application following the standard formation process +- Demonstrating committed organizers and planned activities +- Acknowledging previous inactivity and providing plans for sustained engagement +- Meeting all current chapter requirements and standards + +### Section 6.5. Chapter Appeals Process + +#### (a) Right to Appeal +Chapters subject to disciplinary action, including warnings, suspension of benefits, stale chapter determination, or termination, have the right to appeal such decisions within thirty (30) days of receiving formal notice of the disciplinary action. + +#### (b) Appeal Submission +Appeals must be submitted in writing to the Board and must include: +- Detailed explanation of the grounds for appeal +- Supporting documentation or evidence +- Proposed remediation plan (if applicable) +- Request for appeal hearing + +#### (c) Appeal Review Panel +Each appeal shall be reviewed by an Appeal Review Panel consisting of: +- At least one (1) Board member who was not involved in the original disciplinary decision +- At least one (1) Steering Committee member +- The Panel may include additional Board or Steering Committee members as deemed appropriate + +#### (d) Appeal Hearing Process +The Appeal Review Panel shall conduct a digital meeting with the appealing chapter within sixty (60) days of receiving the appeal, which shall include: +- **Presentation Phase**: The chapter shall have opportunity to present their case (maximum 30 minutes) +- **Question Period**: Panel members may ask clarifying questions +- **Deliberation**: Panel deliberates privately to reach a decision +- **Decision Communication**: Panel communicates decision within seven (7) days of the hearing + +#### (e) Appeal Outcomes +The Appeal Review Panel may: +- **Overturn** the disciplinary action entirely +- **Modify** the disciplinary action (reduce severity or change conditions) +- **Uphold** the original disciplinary action +- **Impose additional requirements** for remediation or monitoring + +#### (f) Final Decision +The decision of the Appeal Review Panel shall be final and binding. No further appeals are permitted within the Foundation's internal processes. + +#### (g) Records and Documentation +All appeal proceedings, including written submissions, hearing recordings, and decisions, shall be documented and maintained in the Foundation's records for a minimum of three (3) years. + +## Article VII: Financial Administration and Recordkeeping + +### Section 7.1. Fiscal Year +The accounting year of the Foundation shall be the twelve months ending December 31. + +### Section 7.2. Financial Obligations +Except as otherwise resolved by the Board or as required by law, any checks, notes or other manifestation of a financial obligation by the Foundation must be signed or otherwise expressly authorized by either the President or the Treasurer. + +### Section 7.3. Funding and Sponsorship +The Foundation may accept funding through: +- Corporate sponsorships +- Grants and donations +- Partnership agreements +- Revenue from global events and initiatives + +All funding shall be used in accordance with the Foundation's non-profit purpose and mission. + +### Section 7.4. Maintenance of Corporate Records +The Foundation shall maintain appropriate corporate records including: +- Current copies of its Articles of Incorporation and Bylaws +- Records of accounts and finances +- Records of Members', officers', directors', and chapter leads' names and addresses +- Minutes of Board proceedings +- Chapter registration and performance records +- Such other records as may be necessary or advisable + +## Article VIII: Code of Conduct and Foundation Standards + +### Section 8.1. Code of Conduct +All Global AI Community events, online spaces, and activities are subject to the Global AI Community Code of Conduct. The Board shall adopt and maintain a comprehensive Code of Conduct that promotes: +- Inclusive and welcoming environments for all participants +- Professional and respectful behavior +- Commitment to diversity, equity, and inclusion +- Zero tolerance for harassment, discrimination, or inappropriate behavior + +### Section 8.2. Enforcement +The Board shall establish procedures for: +- Reporting Code of Conduct violations +- Investigating reported violations +- Implementing appropriate disciplinary measures +- Appealing disciplinary decisions + +### Section 8.3. Chapter Compliance +All chapters must: +- Make the Code of Conduct publicly available at all events +- Train organizers on Code of Conduct enforcement +- Report violations to Foundation leadership +- Implement local enforcement procedures consistent with Foundation standards + +## Article IX: Global Initiatives and Programs + +### Section 9.1. Global Programs +The Foundation shall organize and support global initiatives including: +- Global AI Bootcamp (annual) +- Global AI Conference +- Global AI driven events +- Global AI Weekly newsletter +- Global AI Notes content series +- Live streaming and educational content +- Certification and badging programs + +### Section 9.2. Chapter Participation +Chapters are expected to participate in global initiatives by: +- Promoting global events to local members +- Contributing content and speakers when possible +- Hosting local components of global initiatives +- Sharing local success stories and best practices + +## Article X: Amendments + +Any amendment of the Articles of Incorporation or these Bylaws must be approved by vote of two-thirds (2/3) of the directors then in office. Prior to any such vote, the Board shall conduct the member and chapter review process outlined in Section 3.6(d) unless circumstances prevent such review as determined by the Board in good faith. + +--- + +*These bylaws were adopted by the Global AI Community Board of Directors and are effective as of August 31, 2025.* diff --git a/chapter-benefits.md b/chapter-benefits.md new file mode 100644 index 0000000..cc8c566 --- /dev/null +++ b/chapter-benefits.md @@ -0,0 +1,60 @@ +# Chapter Benefits Appendix +*Global AI Community Foundation* +*Last Updated: September 1, 2025* + +## Overview +This appendix outlines the support services and benefits provided by the Global AI Community Foundation to approved chapters. These benefits may be modified by the Board of Directors at any time without requiring amendments to the Foundation's Bylaws. + +## Chapter Support Services + +### Technology and Platform Benefits +- **Microsoft 365 Business Basic licenses** for chapter leads +- **Sponsored Meetup Pro subscriptions** under the Global AI Community Network +- **Digital badge system** for event attendees +- **Access to global distribution channels** including: + - YouTube channel for content sharing + - Social media platforms (Twitter, LinkedIn, etc.) + - Newsletter distribution networks + +### Branding and Marketing Support +- **Branding resources** including: + - Chapter logos and customizable designs + - Event banners for Meetup and social media + - Marketing templates and materials + - Brand guidelines and usage standards + +### Community and Training Support +- **Monthly office hours** for chapter leads +- **Dedicated support channels** on Slack for chapter leads +- **Training and mentorship programs** for new chapter leads +- **Onboarding support** for newly approved chapters +- **Best practices documentation** and resources + +### Event and Content Support +- **Event promotion** through global channels +- **Speaker bureau** access for finding speakers +- **Content sharing opportunities** in global initiatives +- **Technical support** for virtual events and streaming + +## Benefit Modifications +The Board of Directors reserves the right to: +- Add new benefits and support services +- Modify existing benefits +- Remove benefits that are no longer sustainable or relevant +- Establish criteria or conditions for benefit eligibility + +## Benefit Eligibility +To maintain eligibility for chapter benefits, chapters must: +- Remain in good standing with the Foundation +- Comply with all chapter requirements as outlined in the Bylaws +- Maintain active chapter status through regular events and activities +- Follow the Global AI Community Code of Conduct + +## Contact Information +For questions about chapter benefits or to request support, chapter leads should: +- Contact the Foundation through official support channels +- Attend monthly office hours +- Reach out via the dedicated chapter lead support channels + +--- +*This appendix is maintained by the Global AI Community Foundation Board of Directors and may be updated as needed to reflect current benefit offerings.*