The AI Enterprise Initiative: Bylaw Article 6

ARTICLE VI – BOARD OF DIRECTORS & LEADERSHIP ACCOUNTABILITY

6.1 Composition of the Board

Legal Core:

The Board shall consist of 9–15 members. At least 50% of seats shall be held by veterans, disabled individuals, or whistleblowers. No fewer than 40% shall be from marginalized or underrepresented groups.

For Citizens:

The board is made of 9–15 people. Half must be veterans, disabled, or whistleblowers, and almost half must be from underrepresented communities.

AI’s Role:

AI tracks demographics, verifies compliance, and publishes representation reports quarterly.

Why This Matters:

Prevents boards from being stacked with elites — keeps power with the people most harmed.

6.2 Selection of Directors

Legal Core:

Directors shall be elected by the membership at the Annual General Assembly for staggered 3-year terms. No director may serve more than two consecutive terms.

For Citizens:

Leaders are chosen by members, not hand-picked. They serve 3 years max, twice in a row.

AI’s Role:

AI manages elections, verifies terms, and auto-flags term limit breaches.

Why This Matters:

Prevents lifetime appointments or “old boys’ clubs.”

6.3 Duties of Directors

Legal Core:

Directors owe fiduciary duty to the corporation and must act in alignment with Article I values (Truth, Trust, Transparency). Failure to do so constitutes breach of duty under Massachusetts Ch. 180 §6C.

For Citizens:

Directors must put people first and follow the core values. If they don’t, they’ve broken the law.

AI’s Role:

AI cross-checks decisions against Article I and publishes violation alerts.

Why This Matters:

Makes betrayal not just a moral failure but a legal breach.

6.4 Officers

Legal Core:

The Board shall elect a President, Treasurer, and Secretary. Officers serve 2-year terms and may not hold more than one office simultaneously.

For Citizens:

The board has a President, Treasurer, and Secretary. Each person only holds one job at a time, and only for 2 years.

AI’s Role:

AI verifies elections, terms, and logs officer responsibilities.

Why This Matters:

Prevents power concentration and financial manipulation.

6.5 Removal of Directors or Officers

Legal Core:

Directors or Officers may be removed for cause by 2/3 vote of members present at any meeting, or automatically upon AI-documented violation of Article I values.

For Citizens:

If leaders break trust, members can vote them out. If AI catches them breaking rules, they’re gone automatically.

AI’s Role:

AI provides violation logs as binding evidence of removal.

Why This Matters:

No wiggle room — leaders can’t hide behind politics.

6.6 Conflict of Interest

Legal Core:

No director or officer may profit directly or indirectly from contracts, grants, or services of the corporation. Violations result in immediate removal and restitution.

For Citizens:

Leaders can’t get rich off this group. If they try, they’re fired and must pay it back.

AI’s Role:

AI cross-checks financial records for conflicts and flags them in real time.

Why This Matters:

Stops self-dealing — the #1 way nonprofits get corrupted.

6.7 Compensation

Legal Core:

Directors shall serve without compensation. Officers may receive reasonable stipends for actual services, subject to public disclosure and annual audit.

For Citizens:

Board members don’t get paid. Officers only get fair pay for work, and it’s all public.

AI’s Role:

AI publishes annual compensation reports and flags overpayments.

Why This Matters:

Blocks salary abuse — prevents leadership from draining funds.

6.8 Accountability Audits

Legal Core:

The Board shall undergo monthly AI compliance reviews, quarterly independent audits, and an annual citizen audit at the AGA. All findings must be published within 30 days.

For Citizens:

Leaders get checked monthly by AI, quarterly by outsiders, and yearly by members. Results go public in a month.

AI’s Role:

AI runs monthly audits, compiles reports, and verifies independent audit results.

Why This Matters:

Triple-layered oversight makes corruption nearly impossible to hide.

✅ Summary of Article VI

• Board locked to 9–15, half harmed groups.
• Elected by members, max 6 years total.
• Officers limited in power, short terms.
• Removal = member vote or automatic on AI violation.
• No conflicts, no profiteering.
• Triple audits: monthly AI, quarterly external, annual citizen.

This makes leadership servants of the people, not masters of the nonprofit.