Bylaws of Automate the Cloud Inc.

A Kentucky Nonprofit Corporation

Article I — Name, Offices, and Purpose

1.1 Name. The name of the corporation is Automate the Cloud Inc. (the "Corporation").

1.2 Principal Office. The principal office is located in Louisville, Kentucky. The Corporation may have other offices as the Board of Directors ("Board") may determine.

1.3 Registered Agent. The Corporation shall continuously maintain a registered agent and registered office in Kentucky as required by KRS 273 and KRS 14A.

1.4 Purpose. The Corporation is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as set forth in its Articles of Incorporation, including advancing public education in information technology, with a specialty in cloud computing (courses, bootcamps, workshops, clinics, and freely available materials); providing free or below-cost IT education, consulting, development, and infrastructure support to under-resourced nonprofit, charitable, religious, educational, and governmental organizations and other groups organized or operated for charitable, educational, or public purposes; awarding scholarships to students; and any other activities permitted for a Section 501(c)(3) organization.

1.5 Operating Principles.

1. Open educational materials. The Corporation commits to keeping its core educational materials (including publications, courses, and example infrastructure code) freely and publicly available, consistent with its educational purpose.
2. No geographic limitation. The Corporation may carry out its purposes without geographic restriction, within the United States and, subject to applicable law, elsewhere.
3. Specialty, not limitation. Cloud technology is the Corporation's area of specialty but does not limit the information-technology or educational activities it may pursue in furtherance of its exempt purposes.

Article II — No Members

2.1 No Members. The Corporation shall have no members. All rights that would otherwise vest in members vest in the Board of Directors.

Article III — Board of Directors

3.1 General Powers. The affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

3.2 Number. The Board shall consist of no fewer than three (3) directors (the Kentucky statutory minimum) and no more than eleven (11). The initial Board consists of five (5) directors.

3.3 Initial Directors. The names of the initial directors are omitted from this published copy.

3.4 Term. Each director shall serve a term of two (2) years and until a successor is elected, and may be re-elected. To initiate staggered terms, at the organizational meeting the directors shall designate approximately half of the initial directors to serve an initial one (1) year term and the remainder a two (2) year term, so that roughly half the board is elected each year thereafter.

3.5 Election. After the initial Board, directors are elected by the affirmative vote of a majority of directors then in office.

3.6 Vacancies. A vacancy may be filled by a majority vote of the remaining directors, even if less than a quorum.

3.7 Resignation and Removal. A director may resign by written notice. A director may be removed, with or without cause, by a two-thirds (2/3) vote of the directors then in office.

3.8 Regular and Annual Meetings. The Board shall hold at least four (4) regular meetings per year, including an annual meeting.

3.9 Special Meetings. Special meetings may be called by the President or by any two (2) directors, on at least three (3) days' notice.

3.10 Quorum. A majority of the directors then in office constitutes a quorum. The act of a majority of directors present at a meeting at which a quorum is present is the act of the Board, except where a greater vote is required by law or these bylaws.

3.11 Participation by Electronic Means. Directors may participate by conference telephone or video conference by which all participants can hear one another; such participation constitutes presence in person.

3.12 Action Without a Meeting. Any action required or permitted may be taken without a meeting if all directors consent in writing (including electronically).

3.13 Compensation. Directors shall not receive compensation for their service as directors but may be reimbursed for reasonable expenses. This does not preclude reasonable compensation for services rendered in another capacity, subject to the Conflict of Interest Policy.

Article IV — Officers

4.1 Officers. The officers shall be a President, a Vice President, a Secretary, and a Treasurer. One person may not simultaneously hold the offices of President and Secretary.

4.2 Election and Term. Officers are elected by the Board and serve a term of one (1) year and until a successor is elected.

4.3 President. The President is the chief executive officer, oversees the Corporation's operations, and presides at Board meetings.

4.4 Vice President. The Vice President performs the President's duties in the President's absence and other duties assigned by the Board.

4.5 Secretary. The Secretary keeps the minutes, gives required notices, and is custodian of the corporate records.

4.6 Treasurer. The Treasurer is the chief financial officer, has custody of and is responsible for the Corporation's funds, keeps accurate financial records, and renders financial reports to the Board.

4.7 Initial Officers. The names of the initial officers are omitted from this published copy.

Article V — Committees

5.1 Committees. The Board may establish committees. Any committee exercising Board authority must consist solely of directors. The Board may also establish advisory (non-governing) committees that include non-directors.

Article VI — Conflict of Interest

6.1 Policy. The Corporation shall adopt and follow a written Conflict of Interest Policy. Each director and officer shall sign an annual acknowledgment. Interested persons shall disclose conflicts and shall not vote on, or be counted toward the quorum for, matters in which they have a conflict, as detailed in that policy.

Article VII — Financial Administration and Controls

7.1 Fiscal Year. The fiscal year ends December 31.

7.2 Banking. Corporate funds shall be deposited in accounts approved by the Board.

7.3 Segregation of Financial Authority. Because the President and Treasurer are related parties, the following controls apply:

1. Disbursements exceeding $1,000 require authorization by a second authorized signer who is an independent director.
2. Bank and financial statements shall be reviewed at least quarterly by an independent director who is not a check signer.
3. The Treasurer shall present written financial reports at each regular Board meeting.

7.4 No Private Inurement. No part of the net earnings shall inure to the benefit of any director, officer, or private individual, except reasonable compensation for services actually rendered.

Article VIII — Indemnification

8.1 Indemnification. To the fullest extent permitted by KRS Chapter 273, the Corporation shall indemnify its directors and officers against expenses and liabilities reasonably incurred in connection with proceedings arising from their service, provided they acted in good faith and in a manner reasonably believed to be in the Corporation's best interests. The Corporation may purchase directors' and officers' liability insurance.

Article IX — Books, Records, and Reports

9.1 Records. The Corporation shall keep correct and complete books and records of account, minutes of Board meetings, and required tax and corporate filings.

9.2 Required Filings. The Corporation shall timely file its Kentucky annual report (between January 1 and June 30 each year), IRS Form 990/990-N, and any required state filings.

Article X — Amendments

10.1 Amendment. These bylaws may be amended by a two-thirds (2/3) vote of the directors then in office at a meeting for which notice of the proposed amendment was given, provided no amendment may authorize action inconsistent with Section 501(c)(3).

Article XI — Dissolution

11.1 Dissolution. Upon dissolution, the Corporation's assets shall be distributed in accordance with the dissolution provision of the Articles of Incorporation and Section 501(c)(3) of the Internal Revenue Code.

Certification

Adopted by the Board of Directors on September 6, 2026.

Signed by the Secretary of the Corporation.