ARTICLE I
OFFICES
    The principal office of the Corporation shall be located in the County of Richland, State of South Carolina. The Corporation may have such other offices, either within or without the State of South Carolina, as the Board of Directors may designate or as the business of the Corporation may require from time to time. The registered office of the Corporation required by the South Carolina Nonprofit Corporation Act of 1994 to be maintained in the State of South Carolina may be, but need not be, identical with the principal office of the Corporation, and the address of the registered office may be changed from time to time by the Corporation.

ARTICLE II
ORGANIZATION
    The Corporation shall be a nonprofit organization (i) established and operated in accordance with the provisions of 26 U.S.C. (the "Internal Revenue Code") Section 501(c)(3) and the regulations thereunder, and Sections 12-6-580 and 12-6-1120, Code of Laws of South Carolina, 1976, as amended (the "South Carolina Code"); and (ii) incorporated under the South Carolina Nonprofit Corporation Act, Article 1, Chapter 31, Title 33 of the South Carolina Code. The Corporation shall be an independent and autonomous organization. Its period of duration shall be perpetual unless terminated in accordance with Article XIII, infra.

ARTICLE III
PURPOSES
    The purposes for which the Corporation is established and shall operate are as follows:

1. The Corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code; provided, however, no part of the net earnings thereof shall inure to the benefit of any private shareholder or individual; provided further, no substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law; provided further, the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these By-Laws, the Corporation shall not carry on any activities not permitted to be carried on by (i) an organization described in Internal Revenue Code Sections 501(c)(3), or (ii) an organization contributions to which are deductible under the Internal Revenue Code Section 170(c)(2) or any other corresponding provision of any future United States internal revenue law. Notwithstanding any other provisions of these By-Laws, the Corporation is organized and operated exclusively for charitable, educational or religious purposes within the meaning of Internal Revenue Code Section 501(c)(3).
   
   
2. The Corporation is organized and shall operate exclusively as a non-profit corporation to promote science and technology in the area of artificial intelligence and multiagent systems. In pursuit of its purposes the Corporation shall be authorized to engage in activities including but not limited to:
   
   1. Coordinating and arranging seminars on artificial intelligence and multiagent systems;
   2. Becoming a representative forum for experts within the field of artificial intelligence and multiagent systems;
   3. Distributing, and making available, kno wledge about multiagent system technology through publications, organizational seminars, courses and conferences;
   4. Collaborating with scientific and other institutions, organizations and other societies, including industrial companies, governments and international bodies with similar or related purposes;
   5. Sponsoring a journal;
   6. Sponsoring or supporting standardization efforts related to artificial intelligence or multiagent systems;
   7. Granting scholarships and making awards to promote or acknowledge research in artificial intelligence or multiagent systems; and
   8. Any and all lawful activities necessary or incident to the foregoing purposes, except as limited in the Corporation's Articles of Incorporation.
   
   
3. The Corporation is organized and shall operate exclusively for the aforesaid purposes, and in connection therewith its scope of activities shall include accepting, buying, selling, owning, holding, operating, mortgaging, insuring, pledging, assigning, transferring or otherwise receiving or disposing of real and personal property; provided, however, that any activity authorized by this provision shall not be engaged in any manner which would jeopardize the federal income tax exemption of the Corporation under Section 501(c)(3) of the Internal Revenue Code.
   
   
4. The Board of Directors may authorize, amend or restate operating guidelines, plans, practices and/or procedures from time to time in order to effectively implement the purposes of the Corporation.

ARTICLE IV
FINANCES
    The Corporation shall raise funds by collection and receipt of gifts of money and property, grants, contributions, donations, bequests, receipts and fees for services; provided, however, all such funds must be accepted by the Board of Directors of the Corporation.
    All funds collected and received by the Corporation, together with the income therefrom, shall be held, retained, managed and conserved in a capital fund or funds and administered, used and applied by the Corporation in the sole discretion of the Board of Directors in accordance with the purposes described in Article III of these By-Laws and the Corporation's Articles of Incorporation and as provided in Article V. The Board of Directors may accept revenues and properties which are qualified, limited or restricted in their use; provided, however, such qualifications, conditions, limitations and/or restrictions shall not conflict with the purposes of the Corporation set forth in Article III of these By-Laws and the Corporation's Articles of Incorporation. Unless otherwise specifically required, such restricted revenues and/or property may be mingled with other funds of the Corporation.

ARTICLE V
APPLICATION AND USE OF FUNDS
Section 1. Revenues and Expenditures
     Revenues received by the Corporation shall be held in an account or accounts in the name of the Corporation in such location(s) as may be designated by the Board of Directors or the President. The Corporation shall hold, manage, invest and reinvest its funds in accordance with the investment policies of the Corporation and shall collect and receive the income therefrom. After deducting all necessary expenses incident to the operation and administration of the Corporation, such funds shall be utilized in accordance with the purposes set forth in these By-Laws and the Corporation's Articles of Incorporation. The Board of Directors may establish a committee within itself for the purpose of supervising and managing investments. All such revenues received and held by the Corporation shall be distributed to such persons and in such amounts as the Board of Directors of the Corporation shall deem appropriate, in keeping with the purposes of the Corporation.
     The Corporation shall be the sole entity or person responsible for the application and use of its assets, including payment of its expenses in accordance with such operating guidelines as may be established by the Board of Directors; and it shall operate as an independent and autonomous entity for the purposes of meeting its financial obligations.
     Notwithstanding any other provision of these By-Laws, no expenditure shall be made in anymanner or for any purpose whatsoever (i) which may jeopardize the status of the Corporation as an organization under Section 501(c)(3) of the Internal Revenue Code, and Section 12-6-580 of the South Carolina Code and the regulations thereunder; or (ii) which may jeopardize the status of contributions or payments by any person insofar as concerns deductions which are allowed under the provisions of Sections 170, 2055, 2106 and 2522 of the Internal Revenue Code and the regulations thereunder.
     Should the Corporation be or become a Private Foundation under the provisions of Section 509 of the Internal Revenue Code, it shall distribute income for each taxable year at such time and in such manner as not to incur a tax on undistributed income imposed by Section 4942 and related sections of the Internal Revenue Code and the regulations thereunder.
     Should the Corporation be or become a Private Foundation under the provisions of Internal Revenue Code Section 509, it shall not engage in any act of self -dealing as defined in Section 4941(d) of the Internal Revenue Code and the regulations thereunder; or retain any exces s business holdings as defined in Section 4943(c) of the Internal Revenue Code and the regulations thereunder; or make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code and the regulations thereunder; or make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code and the regulations thereunder.

Section 2. Financial Reporting
     An annual financial report for the Corporation shall be prepared by the Treasurer (see Article VII, Section 8) and presented for approval at the annual meeting of the Directors. It shall include a separate summary of the income and expenditures for the previous AAMAS conference. It shall also include descriptions of all major expenditures made by the Corporation during the previous fiscal year, including scholarships, awards, agent schools, conference facilities, conference catering, invited speakers, and administrative support. The approved financial report will be published on the Web site of the Corporation.

ARTICLE VI
BOARD OF DIRECTORS
Section 1. General Powers
     The business and affairs of the Corporation shall be managed under the direction of its Board of Directors which is vested with the powers and authority to do and perform all acts and functions not inconsistent with law, the Articles of Incorporation of the Corporation and these By-Laws.
The Board of Directors shall be responsible for attainment of the objectives specified in the Articles of Incorporation and in these By-Laws. Specifically, the Board of Directors shall be responsible for the governance, maintenance, operation, and conduct of the affairs of the Corporation; financial oversight of the Corporation, including the annual budget, a long-term capital expenditure plan, and implementation of the budget and that plan; and the effective functioning of activities relating to the promotion of science and research in the area of artificial intelligence and multiagent systems. The Board of Directors shall have at all times the authority to remove any appointed or elected officer or member of any committee.

Section 2. Number and Tenure.
     The number of Directors may be determined from time to time by the majority vote of the Board of Directors. As terms expire, new Directors will be elected by the AAMAS community (defined as attendees at two of the previous four AAMAS conferences) for a term of 6 years. Elections will normally be held every 2 years. A retiring Board Member who has served a full six year term, may not immediately stand for re-election.
The number of Directors may be increased or decreased as may be determined from time to time by the majority vote of the Directors. Any vacant directorship shall be filled at the next election. Each Director shall hold office until the annual meeting of Directors at which his term has expired and until his successor shall have been elected and qualified or until his earlier resignation, removal from office, death or incapacity. Directors must be natural persons but need not be residents of the State of South Carolina.

Section 3. Selection of candidates for the Board.
     The President will appoint an Elections Committee of approximately 3-5 members, predominantly from the Board. The Elections Committee will have representation from all regions. The Elections Committee shall be responsible for soliciting nominations, determining an appropriate number of candidates, and for managing the election process, including counting of votes. Details of candidates (bios) must be on the WWW one month prior to the closing date for the election. Guidelines regarding eligibility for nomination as a candidate for the Board shall be available. A person can be nominated by any member of the Board. This is referred to as an "internal nomination". A nominee can be nominated by a member of the IFAAMAS community. This is referred to as an "external nomination". An external nomination requires a seconder. Both the nominator and the seconder must be members of the IFAAMAS community, but may not be members of the Board. Board members whose current terms are expiring may stand for re-election only if they have served less than 6 years. Board Members who have served 6 years must stand down for at least one period. One third of Board Members shall rotate each election.

Section 4. Voting.
     Those eligible to vote are the attendees of two of the previous four AAMAS conferences. Each person shall have one vote. A simple voting mechanism will be used whereby each vote will register their choice of candidates for the number of positions available.

Section 5. Regular Meetings.
     An annual meeting of the Directors shall be held, at a time and place to be designated, normally in conjunction with the AAMAS conference, for the transaction of such business as may come before the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the State of South Carolina, for the holding of additional regular meetings. Directors may be present and participate in meetings via teleconference, videoconference, or other form of wire or wireless communication, or via physical attendance.

Section 6. Special Meetings.
     Special meetings of the Board of Directors may be held at any time and place upon the call of the President, Secretary, Treasurer, or a majority of the Directors.

Section 7. Notice.
     Notice of the time, date and place of the annual meeting, or any regular or special meeting shall be given at least seven days previously thereto. Such notice shall be given in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication or by mail or private carrier or any other lawful means.

Section 8. Annual General Meeting.
     An open meeting of the community, with the Board of Directors, will be held annually, normally in conjunction with the AAMAS conference. At this meeting there will be a report from the President, and an opportunity for questions or comments from members of the community. A financial report will also be tabled.

Section 9. Quorum.
     A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting.

Section 10. Manner of Acting.
     The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in these By-Laws. The creation of a committee and the appointment of members to it must be approved by a majority of all the Directors in office when the action is taken, except where otherwise specified in these Bylaws.

Section 11. Vacancies.
     Except as otherwise required by law, or the Corporation's Articles of Incorporation, any vacancy occurring in the Board of Directors will be filled at the next election.

Section 12. Informal Action by Directors.
     Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is agreed to by all members of the Board of Directors.

Section 13. Order of Business.
     The regular order of business at the meeting of the Board of Directors shall be as follows:
        1. Reading and disposal of any unapproved minutes.
        2. Reports of officers.
        3. Unfinished business.
        4. New business.
        5. Adjournment.

Section 14. Committees.
     The Board of Directors then in office may create one or more committees of the Board of Directors and appoint members of the Board of Directors to serve on them. Each committee must have two or more members. All committee members shall serve at the pleasure of the Board of Directors. Committee appointments shall be for a one (1) year term. The By-Laws Sections which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the Board of Directors and their members as well. To the extent specified by the Board of Directors, between meetings of the Board of Directors and subject to such limitations as may be required by law, the Corporation's Articles of Incorporation, these By-Laws or imposed by resolution of the Board of Directors, such committees may exercise all of the authority of the Board of Directors in the management of the Corporation except that a committee may not: authorize distributions; approve or recommend to the Members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation's assets; elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; or adopt, amend, or repeal the Articles or these By-Laws.
     Meetings of the committees may be held at any time on call of the Chairman or a majority of the members of the committee. A majority of the members shall constitute a quorum for all meetings. Committees shall keep minutes of their proceedings and submit them to the next succeeding meeting of the Board of Directors for approval.