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BYLAWS OF OPEN TECH ACADEMY, INC.

(A Virginia Nonstock Corporation & IRS-Recognized 501(c)(3) Public Charity)

ARTICLE I: NAME

Section 1. Name. The name of this organization shall be Open Tech Academy, Inc. (hereinafter referred to as the "Corporation").

ARTICLE II: PURPOSE AND MISSION

Section 1. Section 501(c)(3) Compliance. The Corporation is organized exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2. Mission Statement. Open Tech Academy is a student-led nonprofit dedicated to reducing barriers to technology education. The Corporation fulfills this mission by publishing free, high-quality, open-access courses covering a wide array of technology topics driven by community demand, operating an ad-free Learning Center, issuing publicly verifiable certificates, distributing hardware, and hosting community-based workshops.

ARTICLE III: MEMBERSHIP

Section 1. No Voting Members. The Corporation shall have no formal voting members. The management, governance, and strategic direction of the Corporation shall be vested solely in its Board of Directors.

Section 2. Advisory Groups. The Board of Directors or the President may, at their discretion, establish advisory groups or student councils to support operations, provide feedback, and guide course development. These groups may utilize internal voting mechanisms to make recommendations or decisions within their scope, unless determined otherwise by the Board of Directors. The final authority over corporate governance and fiduciary matters remains with the Board of Directors.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Power and Duties. The Board of Directors shall act as the governing body of the Corporation, managing its business, property, assets, and regulatory compliance.

Section 2. Student-Led Ethos and Roles. In alignment with the Corporation's core identity, the Board shall actively seek to include and maintain student, maker, and educator voices within its governance structure. All Director roles and designations shall be named by the sitting President, who may also add new roles as operational needs dictate.

Section 3. Number and Qualifications. The Board shall consist of no fewer than three (3) and no more than nine (9) Directors. All Directors must be dedicated to the Corporation’s open-access mission.

Section 4. Term of Office. Board terms shall be permanent unless deemed necessary to shorten. The President may choose to have a Director's term end at the conclusion of any calendar year without the consent of the Board. Any Director whose term is ended via this mechanism remains eligible for re-election.

Section 5. Meetings. The Board shall meet at least four (4) times per calendar year. One meeting shall be designated as the Annual Meeting for the selection of officers and approval of the annual budget. Meetings may be conducted in-person, virtually, or via hybrid digital communication platforms.

Section 6. Quorum, Voting, and Tiebreakers. A simple majority of the current seated Directors shall constitute a quorum for the transaction of business. Each Director shall have one vote. Voting must be synchronous (live) unless the President explicitly approves an asynchronous voting mechanism. In the event of a tie vote on any matter, the President shall always cast the deciding tiebreaker vote, even if the President has already voted as a member of the Board.

Section 7. Resignation and Removal. Any Director may resign at any time by delivering written notice to the Secretary. A Director may be removed with or without cause by a two-thirds (2/3) vote of the remaining Directors, subject to the President's authority outlined in Section 4.

Section 8. Vacancies. If an untimely vacancy occurs on the Board due to death, resignation, or removal, the Board may elect to fill the vacancy by a majority vote, or may choose to keep the position vacant until further notice, provided the Board size does not fall below the legal minimum of three (3) Directors.

ARTICLE V: OFFICERS & EXECUTIVE LEADERSHIP

Section 1. Sole Corporate Officer. The sole corporate officer of the Corporation shall be the President. The President shall possess all statutory powers of a corporate President, Secretary, and Treasurer under Virginia law, except as explicitly delegated under Section 3.

Section 2. Appointment of Additional Roles. Any and all additional leadership roles, officer positions, or operational titles within the Corporation shall be created, named, and appointed solely at the discretion of the sitting President.

Section 3. Written Public Contracts. The duties, responsibilities, term limits, and operational boundaries of any role created under Section 2 must be clearly outlined in a written, publicly available contract or charter approved by the President.

ARTICLE VI: OPERATIONS & OPEN-ACCESS STANDARDS

Section 1. Open Educational Resources (OER). To preserve the foundational intent of the organization, all core educational materials, learning modules, and step-by-step checklists developed by the Corporation must remain entirely free of paywalls, mandatory user-fees, or advertisements.

Section 2. Platform Privacy & Data Security Guarantee. The Corporation shall maintain a strict privacy-first posture. Data collection shall be limited purely to platform improvement and operational analytics, such as website traffic analytics and marketing/attribution tracking (e.g., determining if a user navigated to the site via an advertisement). All data collected shall be strictly secured by the Corporation and shall never be sold, commercialized, or disclosed to third parties unless required by a valid court order or with explicit user consent.

Section 3. Hardware Accountability. Any physical equipment, components, or PC hardware acquired via donations, grants, or fundraising (such as the build-to-own workshop initiatives) must be tracked transparently and distributed solely in furtherance of the Corporation's tax-exempt educational purpose.

ARTICLE VII: CONFLICT OF INTEREST

Section 1. Purpose. The purpose of this conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director or leader.

Section 2. Duty to Disclose. Any Director or leader who holds a direct or indirect financial interest in a transaction under consideration must disclose all material facts to the Board prior to any discussion or vote.

Section 3. Recusal and Voting. The interested individual must recuse themselves from the final discussion and vote. The remaining disinterested Board members shall determine whether a more advantageous, conflict-free arrangement is reasonably possible from an alternative source.

ARTICLE VIII: AMENDMENTS

Section 1. Amendments. These bylaws may be amended, altered, or repealed, and new bylaws adopted, by a two-thirds (2/3) majority vote of the entire Board of Directors, provided that written notice of the proposed changes has been transmitted to all Directors at least ten (10) days prior to the vote.

ARTICLE IX: DISSOLUTION

Section 1. Asset Distribution. Upon dissolution or winding up of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all corporate liabilities, distribute all remaining assets exclusively to organizations that operate for similar charitable and educational purposes and qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.

CERTIFICATION OF ADOPTION

We, the undersigned, being the designated leadership of Open Tech Academy, Inc., do hereby certify that the foregoing Bylaws were officially approved and adopted as the operational guidelines of the Corporation on this 1st day of July, 2026.

Ethan Phillips

President, Open Tech Academy, Inc.