Bylaws of the Clarkson AI Institute

Working Draft

Preamble

Article I. Name, Mission, and Governing Principle

Section 1. Name

The name of this organization shall be the Clarkson AI Institute, hereafter referred to as “the Institute.”

Section 2. Mission

The mission of the Institute is to advance Clarkson University’s leadership in artificial intelligence through research, teaching, student development, project creation, applied experimentation, public engagement, external partnership, funding activity, and responsible institutional innovation.

Section 3. Governing Principle

The Institute shall be governed according to the principle of earned authority. Titles, responsibilities, privileges, and institutional influence shall derive from demonstrated contribution to the Institute’s mission rather than from status, seniority, departmental affiliation, administrative position, prior entitlement, or symbolic association.

Section 4. Contribution-Based Governance

The Institute is intentionally structured as a contribution-based meritocracy. Its governance shall reward those who build programs, secure resources, produce research, mentor students, create public value, advance Clarkson’s reputation, develop AI systems and workflows, strengthen the Institute’s infrastructure, and contribute materially to the Institute’s success.

Section 5. Academic Freedom

The Institute affirms that academic freedom is essential to meaningful work in artificial intelligence. Members of the Institute must be free to investigate, use, build, test, criticize, adapt, and transform AI systems in responsible ways. The novelty and instability of AI are not reasons to suppress inquiry; they are reasons to protect inquiry.

Academic freedom within the Institute includes the freedom to pursue new methods, use emerging tools, develop experimental workflows, challenge inherited assumptions, and explore new institutional forms, provided that such activity remains consistent with applicable law, Clarkson University policy, research ethics, sponsor obligations, and responsible professional judgment.

Article II. Membership and Roles

Section 1. Classes of Participation

The Institute shall include four primary roles:

1. Executive Director;
2. Board of Governors;
3. Affiliates;
4. Student Members.

These roles differ in authority, responsibilities, and voting rights.

Section 2. Executive Director

The Executive Director shall serve as the chief coordinating officer of the Institute. The Executive Director is responsible for initiating programs, coordinating strategy, representing the Institute, developing partnerships, advancing funding opportunities, supporting research activity, strengthening student opportunities, and ensuring that the Institute acts decisively in pursuit of its mission.

Section 3. Board of Governors

The Board of Governors shall be the primary voting and governing body of the Institute. Members of the Board shall be known as Governors.

Governors are voting members who have demonstrated sustained, material contribution to the Institute’s mission and have earned the confidence of their peers.

Section 4. Affiliates

Affiliates are faculty, staff, alumni, external partners, professionals, researchers, or other individuals associated with the Institute who contribute to or participate in Institute activities but do not hold voting rights unless elevated to Governor status.

Section 5. Student Members

Student Members are Clarkson students formally associated with the Institute through research, coursework, project work, internships, assistantships, fellowships, student organizations, technical projects, events, or other approved activities.

Article III. Executive Director

Section 1. Role and Duties

The Executive Director shall coordinate the work of the Institute and may initiate, organize, and advance Institute activities consistent with these bylaws. The Executive Director may propose programs, convene meetings, recruit Affiliates and Student Members, initiate public-facing activities, develop partnerships, pursue funding opportunities, and act on behalf of the Institute within the ordinary scope of its mission.

Section 2. Non-Voting Executive Status

The Executive Director shall not hold a vote on the Board of Governors by virtue of serving as Executive Director. The Executive Director may participate in discussion, propose actions, call meetings, submit agenda items, recommend appointments, organize projects, and execute approved policies, but shall not vote on matters requiring Board approval while serving as Executive Director unless the Board separately establishes an exception.

Section 3. Executive Authority

The Executive Director may take provisional action on behalf of the Institute when delay would materially impair the Institute’s mission, reputation, funding prospects, student opportunities, public presence, or operational effectiveness. Such action must be reported to the Board of Governors at the next regular or special meeting.

Section 4. Accountability and Removal

The Executive Director serves at the pleasure of the Board of Governors. The Executive Director may be removed from executive office at any time by a simple majority vote of the voting Governors, provided that quorum is met.

Section 5. Status After Removal

Upon removal from executive office, the former Executive Director shall become a Governor on the Board of Governors, with the same rights, duties, and voting authority as other Governors, unless separately removed from the Board under the procedures governing removal of Governors.

Removal from executive office ends executive authority. It does not, by itself, remove the person from the Board of Governors.

Section 6. Vacancy and Replacement

Upon removal, resignation, incapacity, or vacancy of the Executive Director position, the Board of Governors may appoint an interim Executive Director by simple majority vote. A permanent Executive Director may be appointed according to procedures established by the Board.

Section 7. Limits

The Executive Director may not unilaterally amend these bylaws, admit or remove Governors, bind Clarkson University, commit Institute funds beyond authority granted by the Board or University, create legal obligations, alter protected public-facing website pages, or substantially alter the rights or status of members without appropriate approval.

Article IV. Board of Governors

Section 1. Authority

The Board of Governors shall establish policy, admit new Governors, remove Governors, approve major strategic decisions, review the work of the Executive Director, determine Institute priorities, authorize major programs, and protect the Institute’s mission.

Section 2. Nature of the Board

The Board of Governors is not an advisory body. It is the governing and operating body of the Institute.

Each Governor is authorized to advance the Institute’s mission through initiative, judgment, collaboration, and action. Governors are expected to build, recruit, propose, organize, lead, fund, publish, partner, mentor, represent, and develop Institute activities consistent with these bylaws and with Clarkson University policy.

The Board exists to coordinate authority, not to suppress initiative.

Section 3. Equality of Governors

All Governors shall have equal voting rights. No Governor has superior voting authority by virtue of rank, title, seniority, discipline, department, administrative position, external status, or founding role.

Section 4. Admission of Governors

Affiliates may be elevated to Governor status by a vote of at least 70 percent of the current voting Governors, provided that quorum is met.

Elevation shall be based on demonstrated contributions such as:

1. Securing grants, contracts, gifts, sponsorships, or other revenue;
2. Producing significant research, scholarship, technical work, creative work, software, data systems, public scholarship, or institutional outputs under the Institute’s name;
3. Building programs that materially advance the Institute’s mission;
4. Establishing durable external partnerships;
5. Mentoring students in Institute-related work;
6. Increasing Clarkson’s reputation in AI-related fields;
7. Creating technical infrastructure, tools, workflows, or systems useful to the Institute;
8. Demonstrating sustained leadership, competence, reliability, and judgment.

Section 5. Removal of Governors

A Governor may be removed from the Board by a vote of at least 70 percent of the remaining voting Governors for inactivity, misconduct, failure to contribute, conflict with the Institute’s mission, reputational harm, persistent obstruction, misuse of authority, or conduct inconsistent with these bylaws.

Section 6. Review of Governors

The Board may periodically review the contributions of Governors. Continued voting status is not an entitlement and may be conditioned on continued contribution.

Section 7. Reserved Powers of the Board

The following actions require Board approval:

1. Admission of new Governors;
2. Removal of Governors;
3. Appointment, removal, or replacement of the Executive Director;
4. Amendment of these bylaws;
5. Adoption of major Institute priorities;
6. Formal creation or dissolution of major Institute programs;
7. Use of Institute funds beyond thresholds established by the Board or University;
8. Public commitments that materially affect the Institute’s reputation, obligations, or long-term direction;
9. Formal partnerships, sponsorships, or external agreements requiring institutional approval;
10. Any action that substantially changes the rights, duties, or status of Affiliates or Student Members;
11. Any change to protected brochure-side pages of the Institute website.

Article V. Scope, Duties, and Operating Practice of Governors

Section 1. General Authority of Governors

Any Governor may act on behalf of the Institute within the ordinary scope of the Institute’s mission, provided that such action does not bind Clarkson University, commit Institute funds, create legal obligations, alter Institute governance, alter protected brochure-side pages, or materially affect the rights or status of another member without appropriate approval.

Governors may, without prior permission:

1. Propose Institute initiatives;
2. Convene working groups;
3. Recruit Affiliates and Student Members for projects;
4. Develop grant ideas, research programs, events, partnerships, tools, and public-facing materials;
5. Represent Institute interests in exploratory conversations;
6. Bring opportunities to the Board;
7. Lead approved projects;
8. Recommend recognition, elevation, or removal of members;
9. Request meetings, votes, reviews, or deliberations;
10. Challenge any action, decision, practice, or leadership arrangement that appears inconsistent with the Institute’s mission.

Section 2. Freedom to Build

The Institute shall operate on the presumption that competent contributors should be free to act.

A Governor does not need permission to think, propose, organize, recruit, draft, investigate, connect, design, or build. Permission is required only when an action would bind the Institute, commit resources, alter governance, affect member status, create legal or reputational exposure, change protected brochure-side website pages, or exceed the ordinary scope of Institute activity.

The default posture of the Board shall be: build first, coordinate fast, govern clearly, and correct when necessary.

Section 3. Culture of Board Service

Governors are expected to be active contributors. A Governor should not merely hold a seat. A Governor should build value for the Institute through research, teaching, funding, partnership, mentorship, strategy, administration, public engagement, technical development, AI-enabled work, or other recognized contribution.

The Board may review the activity of any Governor whose participation becomes nominal, obstructive, self-interested, or inconsistent with the Institute’s mission.

Article VI. Meetings, Deliberation, and Decision-Making

Section 1. Meetings

The Board shall meet as often as necessary to conduct the business of the Institute. Meetings may be called by the Executive Director or by any two Governors.

Meetings may be held in person, by video conference, by telephone, or by other practical means. The form of meeting shall not affect the validity of Board action.

The purpose of meetings is to deliberate, decide, coordinate, and hold one another accountable. Meetings shall be simple, direct, and oriented toward action.

Section 2. Agenda

Any Governor may place an item on the agenda. Agenda items may include proposals, objections, opportunities, project updates, governance questions, funding prospects, membership decisions, strategic priorities, ethical concerns, student matters, partnership opportunities, or requests for Board action.

The Executive Director may organize the agenda, but may not exclude a Governor’s requested item from Board consideration.

Section 3. No Required Parliamentary Procedure

The Board shall not use Robert’s Rules of Order unless it separately votes to do so for a particular meeting or matter. Ordinary Board deliberation shall proceed by practical discussion, proposal, objection, revision, and decision.

Section 4. Deliberation

The Board shall deliberate in a manner that is candid, concise, evidence-seeking, and mission-oriented.

Governors are expected to speak plainly, disclose relevant interests, distinguish facts from preferences, and focus on what advances the Institute.

Section 5. Quorum

Quorum shall consist of a majority of current voting Governors. No binding vote may be taken without quorum.

Section 6. Voting Standard

Except where otherwise specified, decisions of the Board shall require approval by 70 percent of voting Governors participating in the vote, provided that quorum is met.

Section 7. Simple Majority Exceptions

A simple majority vote of the Board of Governors shall be sufficient for:

1. Removing or replacing the Executive Director;
2. Appointing an interim Executive Director;
3. Calling a special governance review;
4. Approving routine administrative actions;
5. Referring a matter to committee or working group.

Section 8. Decision Practice

The Board shall seek broad agreement but shall not allow unanimity to become a veto.

A proposal may be approved, rejected, revised, tabled, referred to a working group, or returned to the proposer for further development.

Section 9. Objections

Any Governor may object to a proposed action. An objection must state the practical, ethical, financial, reputational, strategic, academic, or governance concern at issue. Objections should be treated as requests for improvement, not as personal opposition.

The Board may respond to an objection by revising the proposal, delaying action, requesting evidence, narrowing the scope of action, assigning further review, or proceeding to a vote.

Section 10. Action Between Meetings

The Board may act between meetings by written, electronic, or recorded consent.

Any Governor may circulate a proposal for electronic consideration. The proposal shall specify the action requested, the reason for the action, and any relevant deadline.

Unless the matter is urgent, Governors shall be given a reasonable opportunity to respond before a vote is closed.

Section 11. Provisional Action

A Governor may take provisional action when delay would likely cause the Institute to lose an opportunity or suffer harm, provided that the action is consistent with the Institute’s mission and does not exceed the Governor’s authority.

Provisional actions must be reported to the Board promptly. The Board may affirm, modify, limit, or reverse such actions.

Article VII. Affiliates

Section 1. Definition

Affiliates are faculty, staff, external partners, alumni, researchers, professionals, or other individuals associated with the Institute who contribute to or participate in Institute activities but do not hold voting rights.

Section 2. Non-Voting Status

Affiliates shall have no voting rights in Institute governance unless elevated to Governor status by the Board of Governors.

Section 3. Rights and Privileges

Affiliates may participate in Institute events, projects, grant teams, working groups, research initiatives, public programs, student mentoring, technical work, and other activities as authorized by the Executive Director or Board of Governors.

Section 4. Pathway to Governor Status

Affiliates may rise to Governor status if they exceed revenue, research, programmatic, partnership, student development, technical, or mission expectations and are recognized by at least 70 percent of the Board of Governors.

Section 5. Affiliate Status

Affiliate status may be granted, renewed, suspended, or revoked by the Executive Director, subject to review by the Board of Governors.

Article VIII. Student Members

Section 1. Definition

Student Members are Clarkson students formally associated with the Institute through research, coursework, project work, internships, assistantships, fellowships, student organizations, events, competitions, public programs, or other approved activities.

Section 2. Student Authority

Student Members may organize and manage student-facing Institute pages, communications, projects, events, working groups, showcases, or student initiatives as authorized by the Executive Director or Board of Governors.

Section 3. Limited Governance Rights

Student Members shall not vote on Board of Governors matters unless separately appointed to a student advisory or governance role by the Board.

Section 4. Student Autonomy

Student Members may exercise meaningful control over student-facing pages and student-led initiatives, provided that such activities remain consistent with the Institute’s mission, Clarkson University policies, and any standards adopted by the Board of Governors.

Section 5. Student Recognition

The Institute may recognize exceptional Student Members through titles, fellowships, project leadership roles, certificates, awards, public recognition, recommendation letters, research opportunities, internships, or future Affiliate status.

Article IX. Working Groups, Committees, and Projects

Section 1. Creation

The Executive Director or any Governor may establish committees, working groups, task forces, or project teams to advance Institute goals.

Section 2. Membership

Committees and working groups may include Governors, Affiliates, Student Members, staff, alumni, external partners, or other contributors.

Section 3. Authority

Committees and working groups may research, design, propose, implement, and report on Institute activities, but may not exercise reserved powers of the Board unless expressly authorized.

Section 4. Project Leadership

Leadership of Institute projects shall be based on demonstrated capacity, contribution, responsibility, and judgment, not rank or title.

Article X. Standards of Contribution

Section 1. Contribution-Based Authority

The Institute shall maintain a culture in which authority follows contribution. Individuals who contribute substantially may gain authority; individuals who cease to contribute may lose authority.

Section 2. Recognized Forms of Contribution

Recognized contributions may include, but are not limited to:

1. Grant writing and grant leadership;
2. Fundraising and revenue generation;
3. Peer-reviewed research, publications, technical reports, white papers, public scholarship, or creative work;
4. Curriculum development and teaching innovation;
5. Student mentoring and research supervision;
6. Public engagement and community impact;
7. Industry, government, nonprofit, or academic partnerships;
8. Technical infrastructure, software, data, models, tools, or workflow development;
9. Strategic planning and institutional leadership;
10. Reputational advancement for Clarkson University;
11. Responsible experimentation with AI tools, systems, or workflows;
12. Maintaining institutional records, decision trails, and public-facing materials.

Section 3. No Entitlement to Authority

No person shall possess permanent authority in the Institute solely by virtue of office, rank, appointment, affiliation, prior service, administrative connection, or founding role.

Article XI. Use of Artificial Intelligence, Machine Learning, and Emerging Systems

Section 1. General Principle

The Institute shall make active, responsible, and mission-oriented use of artificial intelligence, machine learning, automation, computational tools, and emerging technical systems wherever such use benefits the Institute’s mission, strengthens the work of Governors, improves decision-making, expands research capacity, supports students, increases operational efficiency, or advances Clarkson University’s leadership in artificial intelligence.

The Institute shall not treat artificial intelligence as an external novelty but as an ordinary instrument of serious intellectual, administrative, research, technical, and organizational work.

Section 2. Permitted Uses

Governors, Affiliates, and Student Members may use artificial intelligence and related systems to support Institute activities, including but not limited to:

1. Drafting, revising, summarizing, and analyzing documents;
2. Preparing proposals, grants, reports, agendas, minutes, policies, and public materials;
3. Conducting literature reviews, environmental scans, and technical analyses;
4. Developing software, data systems, models, demonstrations, workflows, and prototypes;
5. Supporting research design, data analysis, visualization, and interpretation;
6. Identifying funding opportunities, partnerships, and institutional opportunities;
7. Preparing teaching materials, workshops, student projects, and public programming;
8. Creating decision records, deliberation summaries, and institutional memory;
9. Improving accessibility, translation, communication, and inclusion;
10. Assisting any Governor, Affiliate, Student Member, or working group in carrying out work that furthers the Institute’s mission.

Section 3. AI-Informed Board Deliberation

Artificial intelligence may be used to inform Board deliberations and decisions.

AI-generated or AI-assisted materials may be introduced into Board discussion as analysis, summary, argument, critique, forecast, comparison, draft language, evidence map, risk assessment, scenario model, or recommendation.

Such materials shall be treated as advisory inputs. The Board remains responsible for judgment, decision, accountability, and interpretation.

Section 4. Governor Autonomy in AI Use

Any Governor may use artificial intelligence, machine learning, automation, or related systems in furtherance of Institute work, provided that such use is consistent with Clarkson University policy, applicable law, research ethics requirements, sponsor obligations, confidentiality duties, data protection requirements, and these bylaws.

No Governor shall be required to seek prior approval merely to use AI tools in ordinary Institute work.

Approval is required only when the proposed use would involve restricted data, human-subjects research, legally sensitive material, binding institutional commitments, substantial reputational risk, changes to protected brochure-side website pages, or other matters requiring formal oversight.

Section 5. Human Responsibility

Use of AI does not transfer responsibility from a Governor, Affiliate, Student Member, working group, or the Board.

The person or body relying on AI-assisted work remains responsible for verifying accuracy, assessing relevance, identifying limitations, disclosing material uncertainties, and ensuring that final actions are consistent with the Institute’s mission and obligations.

The Institute shall favor AI use that increases the quality of human judgment, not AI use that conceals judgment, responsibility, or authorship.

Section 6. Experimental Use

Because the Institute exists in part to advance AI practice, responsible experimentation with new AI systems, machine learning methods, agentic workflows, automation tools, decision-support systems, and context systems is encouraged.

The Board may authorize experimental workflows for governance, research, teaching, communication, public engagement, administrative coordination, or institutional strategy, provided that such workflows remain accountable to human review and the Institute’s mission.

Section 7. Presumption in Favor of Useful Tools

The Institute shall operate with a presumption in favor of using tools that help capable people do better work.

Artificial intelligence, machine learning, automation, and emerging systems should be adopted when they improve speed, clarity, quality, creativity, evidence, accountability, student opportunity, research output, revenue generation, public value, or institutional learning.

The Institute shall not reject useful tools merely because they alter inherited habits of academic or administrative work.

Article XII. Official Website and Public-Facing Authority

Section 1. Website Structure

The Institute’s website shall be understood as having two distinct layers:

1. The Brochure Side, consisting of the Institute’s public-facing Home Page, external front page materials, the Workbench page as an internal-facing landing page, and any other public-facing pages designated by the Board as official brochure-side pages.
2. The Experimental and Working Side, consisting of materials, files, tools, contexts, project spaces, repositories, prototypes, records, AI workflows, and resources located behind links on or from the Workbench.

The Brochure Side presents the Institute to the public and to internal university audiences in a stable, conservative, accurate, and institutionally responsible manner.

The Experimental and Working Side is where Governors may build, test, use AI, create records, organize projects, develop tools, and pursue the Institute’s academic mission under the protections of academic freedom.

Section 2. Protected Pages

The Institute’s Home Page and Workbench page are protected pages. They should not be changed except by approval of at least 70 percent of the voting Governors, provided that quorum is met.

The purpose of this rule is to preserve a stable public and internal-facing presentation while allowing rapid, experimental, AI-enabled work behind the Workbench.

Section 3. Brochure-Side Changes

Any change to the Brochure Side requires approval of at least 70 percent of the voting Governors, provided that quorum is met.

Brochure-side changes include changes to the Home Page, the Workbench page, official public claims, official descriptions of the Institute, public statements of mission, public-facing representations of programs, and other pages designated by the Board as brochure-side materials.

Section 4. Workbench-Linked Materials

Materials, spaces, files, tools, records, repositories, prototypes, and pages linked from the Workbench, but not themselves designated as brochure-side pages, are open to academic freedom, experimentation, AI-enabled work, and active development by Governors.

Governors may create, revise, link, test, develop, and use such materials without prior Board approval, provided that they do not alter protected brochure-side pages, bind Clarkson University, violate applicable law or policy, disclose protected information, or misrepresent experimental work as official public-facing Institute policy.

Section 5. Public Stability and Internal Freedom

The Institute’s website governance shall preserve the following distinction:

The Home Page and Workbench page are stable doors. The work behind the doors is open to experimentation.

This division allows the Institute to maintain a conservative and trustworthy public face while enabling Governors to use AI, test systems, create context files, build internal resources, and pursue new forms of academic work.

Article XIII. Confidentiality, Data Protection, and Ethical Conduct

Section 1. Conflicts of Interest

Governors, Affiliates, Student Members, and the Executive Director shall disclose conflicts of interest when participating in Institute decisions, projects, funding opportunities, partnerships, or public representations.

Section 2. Ethical Standards

The Institute shall promote responsible, humane, transparent, and socially accountable uses of artificial intelligence.

Section 3. Institutional Compliance

All Institute activities shall comply with Clarkson University policies, applicable laws, sponsor requirements, research ethics standards, and relevant institutional review processes.

Section 4. Confidential Information

AI tools, context systems, upload systems, and public websites shall not be used in ways that improperly disclose confidential, proprietary, legally protected, student, personnel, research-subject, sponsor-restricted, or otherwise sensitive information.

Section 5. Sensitive Data

When sensitive information is involved, Governors must use appropriate judgment and comply with Clarkson University policy, applicable laws, research ethics requirements, and any relevant data governance standards.

Section 6. Student Information

Student information shall be handled with appropriate care and in accordance with applicable university policies and legal requirements.

Section 7. Human Subjects Research

Institute activities involving human subjects research shall follow applicable Institutional Review Board and research ethics requirements.

Article XIV. Amendments

Section 1. Amendment Authority

These bylaws may be amended by a vote of at least 70 percent of the Board of Governors, provided that proposed amendments are circulated to all Governors in advance of the vote.

Section 2. Protection of Core Structure

No amendment shall eliminate the non-voting status of the Executive Director, the rule that a removed Executive Director becomes a Governor, the removability of the Executive Director by simple majority, the contribution-based pathway from Affiliate to Governor status, the academic freedom principle, or the Institute’s authority to use AI in its work unless approved by at least 80 percent of the Board of Governors.

Article XV. Dissolution, Suspension, or Reorganization

Section 1. Dissolution or Reorganization

The Institute may be dissolved, suspended, renamed, merged, or substantially reorganized by a vote of at least 70 percent of the Board of Governors, subject to Clarkson University authority and applicable institutional policies.

Section 2. Disposition of Materials

Upon dissolution, suspension, or reorganization, records, funds, intellectual property, web assets, student materials, project materials, context files, and decision records shall be handled according to Clarkson University policy and any applicable sponsor, donor, legal, or ethical requirements.

Article XVI. Initial Governance

Section 1. Founding Period

During the founding period, the Executive Director may act with expanded provisional authority to establish the Institute, recruit Affiliates, organize Student Members, create public-facing materials, initiate partnerships, develop context systems, build the website, and identify the founding Board of Governors.

The Executive Director may not alter protected Home Page or Workbench materials after their designation as protected pages except under the website approval procedures established in these bylaws.

Section 2. Transition to Board Governance

Once the founding Board of Governors has been constituted, the Executive Director’s provisional founding authority shall become subject to the governance procedures described in these bylaws.

Section 3. Founding Board

The initial Board of Governors shall be composed of individuals selected for demonstrated or anticipated capacity to advance the Institute’s mission. Subsequent additions shall follow the 70 percent approval rule.