BoaRD OF DIRECTORS Officers

The name of this organization shall be The American Council for Ethical AI (“the Council”).

The Council is a Washington, D.C.–based 501(c)(3) nonprofit organization dedicated to advancing the responsible, transparent, and human-centered development of Artificial Intelligence across all sectors of society.

The mission of the American Council for Ethical AI is to promote the responsible and transparent use of Artificial Intelligence through education, oversight, collaboration, and recognition.

To fulfill this mission, the Council seeks to:

1. Urge AI creators, developers, and users to uphold the highest standards of ethical practice.
2. Provide access to ethical AI tools and resources for organizations with limited technical or financial capacity.
3. Evaluate and rank AI innovators, implementers, and educators based on their commitment to ethical standards and the advancement of trustworthy AI.
4. Enable individuals to confidentially report AI misuse or abuse, strengthening public trust and accountability.
5. Offer AI internships and educational opportunities that prepare students to lead in the responsible development of emerging technologies.
6. Recognize and celebrate leaders, organizations, and researchers who exemplify integrity, creativity, and excellence in ethical AI.

Through these objectives, the Council advances data transparency, intellectual-property protection, and public accountability by empowering organizations to adopt trustworthy AI practices, fostering collaboration across academia and industry, supporting ethical reporting mechanisms, and celebrating innovation that serves the public good.

The Council operates exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code.

The principal office of the Council shall be located in Washington, D.C.

The Board of Directors may establish regional chapters as necessary to fulfill the Council’s mission.

The governance and direction of the Council shall be vested in the Board of Directors.

The Board of Directors shall consist of three (3) to fifteen (15) members representing diverse fields such as technology, ethics, academia, law, and/or public engagement.

Directors shall serve one-year terms, renewable annually. Board of Directors members are nominated by the President and approved by a two-thirds (2/3) vote of the Board of Directors.

Officers shall include a President, Vice President, and Governance Officer, all of whom shall serve in a volunteer capacity.

The President shall serve a four-year term and may be reappointed twice. Other officers shall serve one-year renewable terms.

• President: Serves as the chief volunteer officer of the Council, providing strategic and operational leadership to advance the organization’s mission. The President presides over meetings, establishes or reorganizes committees, manages budgets, and appoints Advisory Board Members. The President may hire or dismiss consultants and staff to ensure smooth operations.
• Vice President: Advises the President and assumes duties when the President is absent.
• Governance Officer: Maintains and manages official records, minutes, governance documents, and financial information. Advises the President and Vice President and assumes duties when the President and Vice President are absent.

The Board of Directors shall meet at least twice annually, in person or virtually.

A majority of the Board of Directors constitutes a quorum. Actions shall be decided by majority vote unless otherwise stated.

Standing committees shall include:

• Ethics Committee – Oversees and develops ethical guidelines and evaluation frameworks.
• AI Oversight Committee – Oversees reporting of unethical AI applications.
• Partnerships Committee – Oversees and develops partnerships.
• Programs Committee – Oversees and develops programs.
• AI Action Center Committee – Oversees and develops the AI Action Center. 
• Finance & Governance Committee – Oversees compliance, audits, and fiscal policy.
• Fundraising Committee – Assist with fundraising efforts. 

The President may create, merge, or dissolve committees and task forces as needed to address emerging priorities or strategic objectives, provided that such actions are reported by the President to the Board of Directors and recorded in the official minutes.

The Council shall maintain an Advisory Board composed of non-voting members who are recognized leaders in AI research, education, policy, and industry. Advisory Board members serve in a volunteer capacity and provide expert guidance on strategic initiatives, program development, and industry best practices.

Advisory Board members serve three-year terms. Upon completion of their term, members may be nominated to serve on the Board of Directors at the discretion of the President and subject to Board approval. Advisory Board members may serve on Council committees immediately upon appointment.

The President shall appoint an Executive Director to manage operations, programs, and staff.

The Executive Director may retain staff, consultants, and volunteers.

All participants, partners, and affiliated entities shall adhere to the following principles:

• Transparency and Explainability – AI systems must be understandable and auditable.
• Fairness and Non-Discrimination – AI must not perpetuate or amplify bias or inequality.
• Privacy and Intellectual Property Protection – Safeguard individual rights and respect creators’ ownership.
• Human Oversight and Safety – Preserve human agency in critical decisions.
• Accountability and Public Benefit – Establish mechanisms for review and ensure AI serves society responsibly.

Violations of this Code may result in review, censure, or exclusion from Council programs or recognition.

The fiscal year shall begin on January 1 and end on December 31.

The Finance & Governance Committee shall oversee financial reporting, audits, and compliance.

No part of the Council’s income shall benefit any private individual. The Council shall not engage in activities inconsistent with its nonprofit status.

To the fullest extent permitted by law, the Council shall indemnify its officers, directors, and employees for actions taken in good faith within the scope of their duties.

These bylaws may be amended upon the recommendation of the President and approval by a two-thirds (2/3) vote of the Board of Directors, provided that written notice of the proposed changes is distributed by the President at least thirty (30) days in advance of the vote.

Upon dissolution, all assets shall be distributed to one or more nonprofit organizations with a similar mission, in accordance with Section 501(c)(3) of the Internal Revenue Code.