The American Council for Ethical AI

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

The Council is a nonprofit organization dedicated to advancing the responsible, transparent, and human-centered development and use of Artificial Intelligence for the public benefit across sectors of society through education and public-interest activities.

The mission of the American Council for Ethical AI is to promote the responsible and transparent use of Artificial Intelligence through public education, research-informed publications, collaboration, and the dissemination of educational resources in the public interest.

To fulfill this mission, the Council seeks to:

Encourage AI creators, developers, and users to uphold high standards of ethical practice through education and public guidance

Provide access to educational ethical AI tools, resources, and instructional materials for organizations and individuals with limited technical or financial capacity

Develop and publish research-informed educational materials, studies, white papers, and explanatory publications based on publicly available information to increase public understanding of ethical and responsible AI practices

Enable individuals to confidentially submit concerns related to potentially unethical or harmful uses of Artificial Intelligence for educational, awareness, and public-interest referral purposes

Support internships and educational opportunities that prepare students for responsible engagement with emerging technologies

Foster collaboration among nonprofit organizations, educational institutions, researchers, and public-interest entities to advance responsible AI practices

The Council does not conduct certifications, rankings, ratings, endorsements, accreditation, compliance reviews, or commercial evaluations of organizations or individuals. Any comparative discussion included in educational publications is for informational and educational purposes only and is not intended to serve as an endorsement, certification, accreditation, or determination of compliance.

Through these objectives, the Council advances transparency, respect for intellectual property, and public accountability by supporting informed adoption of trustworthy AI practices, fostering collaboration across academia and industry, and promoting ethical awareness in the public interest.

The Council is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of 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 additional offices or regional chapters as necessary to further the Council’s charitable 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) voting members representing diverse backgrounds including technology, ethics, academia, nonprofit leadership, and public engagement.

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

Officers of the Council 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 up to two additional terms. Other officers shall serve one-year renewable terms.

President
The President serves as the chief volunteer officer of the Council and provides strategic and operational leadership in furtherance of the Council’s charitable mission. The President presides over meetings, oversees budgets as approved by the Board, appoints Advisory Board Members, and recommends the engagement of consultants subject to Board oversight and applicable policies.

Vice President
The Vice President advises the President and assumes the President’s duties in the President’s absence.

Governance Officer
The Governance Officer maintains official records, minutes, governance documents, and financial records, and advises the President and Vice President on governance matters.

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

A majority of the Board of Directors shall constitute a quorum. Actions shall be decided by majority vote unless otherwise stated in these bylaws.

Standing committees may include:

Ethics Education Committee
AI Education and Public Resources Committee
Partnerships Committee
Programs Committee
AI Action Center Committee
Finance and Governance Committee
Fundraising Committee

The President may create, merge, or dissolve committees as needed, subject to Board reporting and inclusion in official minutes.

The Council shall have members, who shall be known as Advisory Board Members. Advisory Board Members shall constitute the membership of the Council for purposes of these bylaws.

Advisory Board Members are non-voting members and shall not exercise governance authority, including but not limited to the election or removal of directors, amendment of bylaws, or approval of organizational actions.

Advisory Board Members serve in a volunteer capacity and provide subject-matter expertise, strategic guidance, and programmatic input to support the Council’s charitable and educational mission.

The appointment, term length, renewal, and removal of Advisory Board Members shall be determined by the President, subject to oversight by the Board of Directors and documented in the Council’s official records.

Membership confers no ownership interest, financial benefit, or entitlement in the assets or income of the Council.

The Board of Directors may appoint an Executive Director to manage day-to-day operations and programs.

The Executive Director may engage consultants and volunteers in accordance with Board-approved policies and applicable law.

Participants, partners, and affiliated entities are encouraged to align with the following educational principles:

Transparency and Explainability
Fairness and Non-Discrimination
Privacy and Intellectual Property Respect
Human Oversight and Safety
Accountability and Public Benefit

This Code is provided for educational and guidance purposes only. Failure to align with this Code may result in exclusion from participation in the Council’s educational programs or resources, consistent with Council policies.

The Council does not operate certification, accreditation, endorsement, compliance, disciplinary, or enforcement programs and does not make determinations regarding legal or regulatory compliance.

The fiscal year of the Council shall begin January 1 and end December 31.

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

No part of the Council’s income shall inure to the benefit of any private individual. The Council shall not engage in activities inconsistent with its tax-exempt status.

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

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

Upon dissolution, all assets shall be distributed to one or more organizations organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.