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BYLAWS OF AICAREAGENTS247

A California Nonprofit Public Benefit Corporation

ARTICLE I – NAME AND PURPOSE

Section 1.1 Name

The name of this corporation is AICAREAGENTS247, hereinafter referred to as the "Corporation."

Section 1.2 Purpose

The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, specifically to:

  • Advance AI compliance education, workforce development, certification, and policy advocacy for healthcare nonprofits, mission-driven organizations, and underserved communities in California.

  • Conduct rigorous AI policy and compliance research tailored to California’s regulatory landscape, including but not limited to SB 942 (AI Transparency Act), CCPA/CPRA, HIPAA, and related emergent AI laws.

  • Develop, implement, and maintain the California Certified AI Compliance Officer (CCAICO™) certification and associated training programs.

  • Facilitate community engagement, advocacy, legal guidance, and mentoring to promote equitable, transparent, and ethical AI governance practices within the California nonprofit and healthcare sectors.

ARTICLE II – OFFICES

Section 2.1 Principal Office

The principal office of the Corporation is located in the State of California, and the Board of Directors (“Board”) may change the location as necessary.

Section 2.2 Other Offices

The Corporation may also have other offices as determined by the Board.

ARTICLE III – MEMBERSHIP

The Corporation shall have no members.

ARTICLE IV – BOARD OF DIRECTORS

Section 4.1 General Powers

The affairs of the Corporation shall be managed by the Board of Directors, which shall have control and management over the affairs, funds, and property of the Corporation.

Section 4.2 Number and Qualifications

The Board shall consist of no fewer than five (5) and no more than fifteen (15) Directors. Directors must demonstrate expertise or a vested interest in AI compliance policy, nonprofit governance, healthcare administration, or related ethics and technology domains.

Section 4.3 Election and Term of Office

Directors shall be elected by the Board and shall serve three-year staggered terms, renewable once consecutively unless otherwise determined by the Board to preserve institutional memory and leadership continuity.

Section 4.4 Powers and Duties

The Board shall:

  • Approve all major policies, programs, research agendas, certifications, and financial plans prior to implementation.

  • Oversee compliance with California nonprofit laws, Internal Revenue Code Sections 501(c)(3), and all regulatory mandates affecting AI compliance education and governance.

  • Appoint and supervise executive leadership, including the President/Director, and delegate responsibilities accordingly.

  • Ensure transparent reporting and ethical stewardship of resources, including donations, grants, and revenues from program fees.

  • Review and approve curricula, training modules, certification standards (CCAICO™), and community engagement initiatives.

  • Monitor program impact, research integrity, and alignment with organizational mission and California AI regulatory developments.

Section 4.5 Regular Meetings

The Board shall meet at least quarterly. Meetings may be held in person or by virtual means consistent with California law.

Section 4.6 Special Meetings

Special meetings may be called by the Chair or upon request by a majority of Directors.

Section 4.7 Notice of Meetings

Written notice stating the time and place of any meeting shall be given at least ten (10) days prior to the meeting date.

Section 4.8 Quorum and Voting

A majority of Directors shall constitute a quorum. Decisions require a majority vote of Directors present at a meeting.

Section 4.9 Conflict of Interest

Directors must disclose any potential conflicts of interest and recuse themselves from voting on related matters. The Board shall maintain a conflict-of-interest policy aligned with California nonprofit standards.

ARTICLE V – OFFICERS

Section 5.1 Officers

The officers of the Corporation shall be a President/Director, a Secretary, a Treasurer, and such other officers as the Board may appoint.

Section 5.2 Election and Term

Officers shall be elected by the Board from among the Directors annually and serve one-year terms, eligible for re-election.

Section 5.3 President/Director

The President shall act as the chief executive officer, execute Board directives, supervise staff, manage daily operations, and represent the Corporation publicly.

Section 5.4 Secretary

The Secretary shall keep minutes of all Board meetings, maintain corporate records, and ensure compliance with notice requirements.

Section 5.5 Treasurer

The Treasurer shall oversee all financial affairs, maintain financial records, prepare budgets for Board approval, and submit required financial reports.

ARTICLE VI – COMMITTEES

Section 6.1 Standing Committees

The Board may establish standing committees including but not limited to:

  • Curriculum and Certification Committee (oversees CCAICO™ program and training content)

  • Finance Committee (oversees budget, audits, and financial controls)

  • Ethics and Compliance Committee (oversees ethical standards, conflict of interest, and regulatory compliance)

  • Advocacy and Research Committee (guides policy research, community engagement, and government relations)

Section 6.2 Committee Authority

Committees shall operate under delegated authority from the Board and report regularly.

ARTICLE VII – PROGRAMS AND OPERATIONS

Section 7.1 AI Compliance Research Program

The Board shall approve research methodologies, multi-sector audit protocols, data privacy safeguards, and public reporting standards consistent with regulatory and ethical norms.

Section 7.2 Certification Programs (CCAICO™)

All certification curriculum, examinations, credentialing and continuing education programs must receive final Board approval.

Section 7.3 Education, Mentoring, and Consulting Services

Policies guiding mentoring, training workshops, policy consulting, and technical assistance shall be drafted and reviewed periodically by the Curriculum Committee and ratified by the Board.

Section 7.4 Transparency and Community Engagement

The Corporation shall maintain transparent procedures for reporting to stakeholders, including annual public reports, community feedback mechanisms, and accessible online repositories.

ARTICLE VIII – FINANCIAL OVERSIGHT

Section 8.1 Fiscal Year

The Corporation’s fiscal year shall be as determined by the Board.

Section 8.2 Budget Approval

Annual budgets must be prepared by the Treasurer, reviewed by the Finance Committee, and approved by the full Board before the fiscal year begins.

Section 8.3 Financial Reporting

Quarterly and annual financial reports shall be presented to the Board and made accessible, consistent with nonprofit regulations.

Section 8.4 Audit

Annual audits by an independent CPA shall be conducted, with findings reported to the Board and relevant regulatory bodies.

Section 8.5 Grants and Donations

All donations, grants, and earned income must be managed in accordance with 501(c)(3) requirements and board-approved policies.

ARTICLE IX – AMENDMENTS TO BYLAWS

These Bylaws may be amended, altered, or repealed by a two-thirds (2/3) majority vote of the Directors then in office at any regular or special meeting, provided that at least 30 days’ notice of the proposed amendment is given in writing.

ARTICLE X – DISSOLUTION CLAUSE

Upon dissolution, any remaining assets shall be distributed exclusively to one or more qualified exempt organizations pursuant to Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.

ARTICLE XI – MISCELLANEOUS

Section 11.1 Indemnification

The Corporation shall indemnify Directors, Officers, employees, and agents to the fullest extent permissible by law.

Section 11.2 Corporate Records

All corporate and programmatic records shall be maintained per California laws and IRS requirements.

Section 11.3 Electronic Communications

The Corporation may conduct meetings and deliver notices using electronic means consistent with law.

Approval and Authority

These bylaws shall come into effect immediately upon adoption by the Board of Directors of AICAREAGENTS247 and shall govern all operations, approvals, and activities of the Corporation. All programs, certifications, research protocols, financial actions, and policies presented in this bylaws document are subject to Board review and approval prior to implementation.

This document comprehensively covers organizational governance, legal compliance, operational oversight, program approval processes, community accountability, and ethical standards tailored to California nonprofit AI compliance education and certification work—including research, training, and advocacy as reflected in this entire thread.

Bylaws for AICAREAGENTS247

California Public Benefit Nonprofit Corporation

Article I: Mission and Scope

Section 1. Mission

AICAREAGENTS247 is a California public benefit nonprofit corporation dedicated to advancing equitable, ethical, and legally compliant artificial intelligence (AI) adoption across California’s nonprofits, healthcare providers, education, legal, and small business sectors. Our primary focus is serving marginalized and underserved communities to close AI literacy and regulatory gaps and empower these organizations to thrive within California’s complex AI governance landscape.

Section 2. Scope of Services

The Corporation shall develop and deliver the following:

  • California-specific AI compliance education, notably the California Certified AI Compliance Officer (CCAICO™) certification program.

  • AI policy research that fuses empirical data, legal frameworks, and ethical analysis to create tailored, sector-relevant strategies.

  • Remote consulting, technical assistance, mentoring, and training for nonprofits and healthcare organizations statewide.

  • Policy advocacy and public engagement campaigns in partnership with academic institutions, regulatory bodies, and community organizations.

  • Development and distribution of digital policy resources, including compliance toolkits, standardized AI governance frameworks, and reporting templates.

Article II: Governance and Organizational Structure

Section 1. Education Board

The Corporation is governed by the AICAREAGENTS247 Public Benefit Nonprofit Corporation Education Board™, charged with fiduciary oversight, strategic vision, monitoring of research integrity, and management of certification programs. The Board ensures organizational compliance with California nonprofit law and evolving AI regulatory mandates.

Section 2. California Association of Nonprofit AI Compliance Officers (CAAICO™)

CAAICO™ operates as the professional membership association for certified AI compliance officers promoting best practices, continuous education, statewide advocacy, and alignment with AICAREAGENTS247’s mission. The Education Board appoints representatives to coordinate with CAAICO™ to maintain alignment on certification and professional standards.

Article III: Research Programs and Policy Advocacy

Section 1. AI Policy Research Program

The Corporation operates the statewide-leading California AI Policy & Compliance Research Program™ featuring:

  • Multi-sector AI compliance audits employing analysis of public data, regulatory filings, organizational disclosures, and technology use assessments.

  • Integration of mixed-methods research including surveys, interviews, and focus groups with key stakeholders such as AI compliance officers, community representatives, and institutional leaders.

  • Transparent dissemination of findings through reports, policy briefs, and dynamic compliance dashboards that inform regulatory bodies and public stakeholders.

  • Collaborative statewide network of academics, policymakers, nonprofit and healthcare organizations, and regulators to facilitate ongoing dialogue and policy development.

  • Policy foresight exercises utilizing multidisciplinary expert panels to anticipate emerging legal and technological challenges and opportunities.

  • Incorporation of findings into capacity building, certification curricula, and public education initiatives.

Section 2. Policy Advocacy

AICAREAGENTS247 advances AI governance in California by producing practitioner-focused white papers, compliance toolkits, and legal frameworks. These materials support implementation of mandates from California’s Governor’s Office, Attorney General, Privacy Protection Agency, and Legislature.

Article IV: Certification Program

Section 1. California Certified AI Compliance Officer (CCAICO™) Program

The Corporation administers the CCAICO™ certification program, validating professionals’ proficiency in California AI compliance specific to healthcare and nonprofit sectors. Features include:

  • Remote and hybrid learning modalities combining self-paced coursework and interactive live instruction.

  • Rigorous proctored examinations ensuring ongoing competency aligned with evolving regulations.

  • Access to career development services, professional networks, and continuing education.

Article V: Service Delivery Models

Section 1. Remote Service Provision

AICAREAGENTS247 commits to delivering all educational and consulting services securely and accessibly through remote technologies. Features include:

  • Personalized remote consultations and strategic planning sessions.

  • Digital distribution of specialized healthcare AI compliance policies and resources (e.g., SB 942 toolkits, privacy and incident response protocols).

  • Virtual workshops, webinars, interactive compliance monitoring dashboards, and sustained mentoring.

Section 2. Accessibility and Equity

The organization implements a donation-supported pricing model, sliding scale scholarships, pro bono assistance, and equitable resource allocation prioritizing underserved sectors.

Article VI: Fees, Donations, and Financial Transparency

Section 1. Fee Policy

Fees for certification, consulting, training, and events are benchmarked at no more than 50% of comparable market rates, maintaining affordability consistent with nonprofit mission and community impact goals.

Section 2. Donation Acceptance and Use

Donations to support operations, scholarships, and research are solicited, accepted, and utilized under transparent policies that prevent private inurement and ensure funds are focused on mission-aligned activities.

Section 3. Financial Reporting

The Corporation maintains meticulous financial records, fee structures, and scholarship distributions. Annual public transparency reports and independent audits comply with California nonprofit law and IRS requirements.

Article VII: Community and Workforce Development

Section 1. Workforce Empowerment

The Corporation fosters AI compliance workforce growth by:

  • Training and certifying community-based AI compliance officers.

  • Developing career pathways aligned with California’s workforce development objectives in technology and healthcare.

  • Partnering with educational institutions to pilot AI literacy and compliance readiness programs.

Section 2. Community Engagement

AICAREAGENTS247 cultivates participatory governance through feedback loops, collaborative research partnerships, and AI education initiatives targeting underserved population segments.

Article VIII: Compliance and Legal Authority

Section 1. Regulatory Alignment

All programs and policies comply fully with California’s AI regulatory requirements, including but not limited to SB 53, SB 942, AB 2013, CPRA, FEHA, HIPAA, and related statutes.

Section 2. Collaboration with Authorities

AICAREAGENTS247 maintains proactive partnerships with:

  • The Governor’s Office of California

  • Attorney General’s Office

  • California Privacy Protection Agency

  • Department of Managed Health Care and other relevant regulators

  • Primary academic AI policy research centers

These collaborations guarantee that training and policy productions remain current, legally sound, and reflect enforcement trends.

Article IX: Amendments

Amendments to these bylaws and supplemental policies shall be reviewed at least every two years or as required by regulatory changes, technological evolution, or community feedback. Adoption requires a majority vote of the Education Board during a duly noticed meeting.

Summary

These supplemental bylaws comprehensively formalize AICAREAGENTS247’s organizational scope, governance, service delivery, research, certification, policy advocacy, and fiscal accountability. They align with California nonprofit corporation law, IRS regulations, and current AI compliance mandates—establishing a framework that supports scalable, ethical AI governance education and action tailored to the needs of California’s underserved mission-driven sectors.