ByLaws

ARTICLE II: MEMBERSHIP

Section 2.1 Membership Eligibility

Membership is open to individuals who support the charitable and educational mission of KATA and are willing to contribute to its community-focused goals.

Section 2.2 Rights of Members

Members may:

• (a) Participate in public programs, events, and educational activities;
• (b) Volunteer on committees or community initiatives;
• (c) Receive official communications from the organization.

Voting authority is reserved to the Board of Directors to ensure compliance with nonprofit governance requirements.

Section 2.3 Membership Dues

Membership dues, if any, shall be determined by the Board of Directors and shall be used solely to further the organization's charitable purposes.

ARTICLE III: BOARD OF DIRECTORS

Section 3.1 General Powers

The Board of Directors is the governing body of KATA and is responsible for oversight of the organization's mission, programs, policies, and financial affairs in furtherance of its charitable and educational purposes.

Section 3.2 Number and Composition

KATA shall have exactly three (3) Directors, who also serve as Officers of the Corporation.

Section 3.3 Officers and Initial Directors

The Board shall include the following officers:

President: Kwangjae Lee
Secretary: Eric Yoo
Treasurer: Hak Hyun Kim

Each Director shall hold one officer role.

Section 3.4 Terms of Office

Directors shall serve two-year terms. Directors may be re-elected without term limits.

Section 3.5 Responsibilities of Officers

President
The President shall provide leadership and strategic direction, preside over meetings, oversee programs and committees, and serve as the public representative of KATA.

Secretary
The Secretary shall maintain meeting minutes and official records, oversee organizational documents and filings, and manage communications and rosters.

Treasurer
The Treasurer shall oversee financial management and banking, maintain accurate financial records, present financial reports to the Board, prepare required IRS filings (Form 990-N or 990-EZ), and assist with budgeting and financial planning.

Section 3.6 Regular Meetings

The Board shall meet at least four (4) times per year, either in person or via video conference.

Section 3.7 Special Meetings

Special meetings of the Board of Directors may be called by the President or by any two (2) Directors. Notice of special meetings shall be given to each Director at least seven (7) days prior to the meeting, stating the time, place, and purpose of the meeting.

Section 3.8 Quorum and Voting

For a three-member Board, two (2) Directors shall constitute a quorum for the transaction of business. Each Director shall have one vote. Board actions require a majority vote of those present at a meeting at which a quorum is present.

Section 3.9 Action Without Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board consent in writing to the action. Such written consent shall have the same force and effect as a unanimous vote of the Board.

Section 3.10 Virtual Meetings

Members of the Board of Directors may participate in meetings by means of conference telephone, video conference, or similar communications equipment by which all persons participating in the meeting can hear and communicate with each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.11 Resignation and Removal

Any Director may resign at any time by giving written notice to the President or Secretary. Such resignation shall take effect at the time specified therein, or immediately if no time is specified. A Director may be removed by majority vote of the Board for inactivity, misconduct, or violations of nonprofit ethics or these By-Laws.

Section 3.12 Vacancies

Any vacancy on the Board of Directors, whether caused by death, resignation, removal, or increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall serve for the unexpired term of their predecessor in office.

Section 3.13 Compensation

Directors shall serve without compensation. However, Directors may be reimbursed for reasonable expenses incurred in the performance of their duties as Directors, subject to approval by the Board.

ARTICLE IV: COMMITTEES

Section 4.1 Establishment of Committees

The Board may establish committees to support the organization's charitable and educational activities, including but not limited to:

• (a) Technology & AI Education
• (b) Community Programs & Outreach
• (c) Career Development & Mentorship
• (d) Finance & Grants

Section 4.2 Committee Membership

Committee members are not required to be Directors. The Board may appoint any individual who supports the mission of KATA to serve on committees.

Section 4.3 Committee Authority

Committees shall serve in an advisory capacity to the Board of Directors and shall not have the authority to bind the Corporation or act on behalf of the Board unless specifically delegated such authority by Board resolution.

ARTICLE V: FINANCIAL MATTERS

Section 5.1 Fiscal Year

The fiscal year of the Corporation shall be the calendar year (January 1 through December 31).

Section 5.2 Use of Funds

All funds shall be used solely to advance KATA's charitable and educational mission. No private individual shall receive personal financial benefit from the organization.

Section 5.3 Financial Records

The Treasurer shall maintain complete and accurate financial records of all receipts and disbursements in accordance with generally accepted accounting principles.

Section 5.4 Annual Budget

An annual budget shall be prepared by the Treasurer and approved by the Board of Directors prior to the beginning of each fiscal year. The budget may be amended from time to time by Board resolution.

Section 5.5 Contracts and Instruments

The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 5.6 Checks and Drafts

All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers as shall be determined from time to time by resolution of the Board of Directors.

Section 5.7 Deposits

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks or other depositories as the Board of Directors may select.

Section 5.8 Financial Reports

The Treasurer shall present financial reports to the Board of Directors at regular meetings, showing the financial condition of the Corporation. An annual financial report shall be prepared and presented to the Board within three (3) months after the close of each fiscal year.

ARTICLE VI: CONFLICTS OF INTEREST

Section 6.1 Policy

The Corporation shall maintain a conflict of interest policy to ensure that its Directors, officers, and key employees act in the Corporation's best interest and comply with applicable legal requirements. All covered persons shall annually disclose any financial or personal interests that could give rise to a conflict of interest.

Section 6.2 Interested Party Transactions

No Director, officer, or employee shall have any interest, financial or otherwise, direct or indirect, in any contract or transaction with the Corporation unless: (a) the material facts of the relationship or interest are disclosed to the Board of Directors; (b) the contract or transaction is approved by a majority of the disinterested Directors; and (c) the contract or transaction is fair and reasonable to the Corporation at the time of approval.

Section 6.3 Disclosure

Any Director, officer, or employee who has or may have a conflict of interest shall promptly and fully disclose the conflict to the Board of Directors and shall refrain from voting on or otherwise participating in any decision affecting the matter giving rise to the conflict.

ARTICLE VII: INDEMNIFICATION

Section 7.1 Indemnification

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that they are or were a Director or officer of the Corporation, to the fullest extent permitted by the Maryland General Corporation Law, as amended from time to time.

Section 7.2 Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation against any liability asserted against or incurred by such person in any such capacity, or arising out of their status as such, whether or not the Corporation would have the power to indemnify them against such liability.

ARTICLE VIII: AMENDMENTS

Section 8.1 Amendment of By-Laws

These By-Laws may be amended, altered, or repealed, and new By-Laws may be adopted, by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Board, provided that notice of the proposed amendment, alteration, or repeal has been given to all Directors at least ten (10) days prior to the meeting.

ARTICLE IX: DISSOLUTION

Section 9.1 Dissolution

Upon dissolution of the Corporation, all remaining assets shall be distributed to one or more organizations qualified under Section 501(c)(3) of the Internal Revenue Code with purposes consistent with those of KATA. No assets shall inure to the benefit of any individual member or Director.

Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE X: MISCELLANEOUS PROVISIONS

Section 10.1 Books and Records

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and committees. The Corporation shall keep at its principal office the original or a copy of its Articles of Incorporation and By-Laws, as amended to date.

Section 10.2 Inspection of Records

Any Director shall have the right to examine the Corporation's books and records at any reasonable time for any purpose reasonably related to their position as a Director.

Section 10.3 Corporate Seal

The Corporation may, but is not required to, have a corporate seal. If adopted, the seal shall be in such form as the Board of Directors may from time to time determine.

Section 10.4 Nondiscrimination Policy

The Corporation shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or any other characteristic protected by applicable law in its programs, activities, or employment practices.

Section 10.5 Compliance with Laws

The Corporation shall comply with all applicable federal, state, and local laws and regulations, including those governing tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 10.6 Prohibited Activities

Notwithstanding any other provision of these By-Laws, the Corporation shall not:

• (a) Carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code;
• (b) Participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office;
• (c) Devote a substantial part of its activities to attempting to influence legislation; or
• (d) Distribute any part of its net earnings to any Director, officer, or other private person, except as reasonable compensation for services rendered or in furtherance of the Corporation's exempt purposes.