The International Machine Learning Society

BYLAWS OF INTERNATIONAL MACHINE LEARNING SOCIETY, INC.

Contents

ARTICLE I

NAME, PURPOSES AND POWERS, SEAL, OFFICES, AND MEMBERS

Section 1. Name.

The name of the corporation is the International Machine Learning Society, Inc. It shall hereinafter be referred to as the "Corporation".

Section 2. Seal.

The seal of the Corporation shall be circular in form and shall bear on its outer edge the words "International Machine Learning Society, Inc.", and in the center, the words "A New Jersey Nonprofit Corporation Incorporated 2003". The Board of Trustees may change the form of the seal or the inscription thereon at pleasure.

Section 3. Purpose.

The Corporation is organized and shall be operated exclusively for charitable, religious, educational, literary and scientific purposes, as defined in Section 501(c)(3) of the United States Internal Revenue Code, and applicable Treasury Regulations promulgated thereunder, as the same may be from time to time amended, supplemented or succeeded or corresponding section of any future federal tax code (hereinafter collectively the "Code"). More specifically, the purpose of the Corporation shall be as journed to another place, date or time, written notice need not be given of the adjourned meeting if the date and time thereof are announced at the meeting at which the adjournment is taken and the location of the adjourned meeting is the same location as the original meeting; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Offices.

The principal office of the Corporation shall be located at 46 Sturges Way, Princeton, New Jersey, or at such other place as the Board of Trustees shall determine from time to time.

Section 5. Members.

The Corporation shall have members.

ARTICLE II

MEMBERS

Section 1. Annual Meeting.

An annual meeting of the members, for the election of trustees to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at the Corporation's principal office in the State of New Jersey, unless the Corporation's Board of Trustees approves a different location for the meetings, on such date and at such time as the Board of Trustees shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of members or, if no such meeting has been held, the date of incorporation.

Section 2. Special Meetings.

Special meetings of the members, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Trustees or the President and shall be held at the Corporation's principal office in the State of New Jersey unless the Board of Trustees approves a different location, on such date, and at such time, as they or he or she shall fix.

Section 3. Notice of Meetings.

Written notice of the place, date, and time of all meetings of the members shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each member entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by applicable law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the date and time thereof are announced at the meeting at which the adjournment is taken and the location of the adjourned meeting is the same location as the original meeting; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the members, a majority of all of the members entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

If a quorum shall fail to attend any meeting, the president may adjourn the meeting to another place, date, or time.

Section 5. Organization.

Such person as the Board of Trustees may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by a majority of members entitled to vote who are present, in person or by proxy, shall call to order any meeting of the members and act as chair of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chair appoints. omplete reproduction of the entire original writing or transmission.

All voting, including on the election of trustees but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a member entitled to vote or by his or her proxy, a member vote shall be taken. Every member vote shall be taken by ballots each of which shall state the name of the member or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of members, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chair of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 6. Conduct of Business.

The chair of any meeting of members shall determine the order of business, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 7. Proxies and Voting.

At any meeting of the members, every member entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication, e-mail or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication, e-mail or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of trustees but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a member entitled to vote or by his or her proxy, a member vote shall be taken. Every member vote shall be taken by ballots each of which shall state the name of the member or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of members, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chair of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 8. Member List.

A complete list of members entitled to vote at any meeting of members, arranged in alphabetical order and showing the address of each such member, shall be open to the examination of any such ken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of the members, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all members and shall be delivered to the Corporation by delivery to its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of members are recorded. Delivery made to the Corporation's principal office shall be made by hand, by certified or registered mail, by an established overnight courier service, by facsimile transmission, or by e-mail.

Every written consent shall bear the date of signature (electronic or otherwise) of each member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered to the Corporation, a written consent or consents signed by all members to take action are delivered to the Corporation in the manner prescribed.

BOARD OF TRUSTEES

Section 1. Powers and Duties.

The conduct and management of the affairs of the Corporation shall be vested in its governing body known as the Board of Trustees. All the corporate powers, except such as otherwise provided for in these Bylaws, the Certificate of Incorporation of the Corporation, and in the laws of the State of New Jersey, shall be and are hereby vested in and shall be exercised by the Trustees serving as a Board of Trustees. The Board of Trustees of the Corporation is hereinafter referred to as the "Board". Trustees shall have the right, individually and collectively, to counsel and advise the officers and fellow Trustees; and to accept service on committees and other groups within the Corporation to which they are appointed.

Section 2. Number of Trustees.

The number of persons serving on the Board of Trustees shall initially be three (3). The Board, by resolution, may increase or reduce the number of persons comprising the Board to be such number of Trustees as the Board shall deem appropriate (but in no event shall the number of Trustees be less than three (3)). The Board shall initially designate 1/3 of the Trustees as Class A Trustees, 1/3 of the Trustees as Class B Trustees, and 1/3 of the Trustees as Class C Trustees.

Section 3. Qualifications.

The Trustees shall each be an individual. Except as provided in these bylaws, no individual or for-profit entity shall have the right or authority to elect or appoint any Trustee and no Trustee shall be elected or appointed by any individual or for-profit entity.

Section 4. Term and Election.

All Class A Trustees shall serve for a an initial term of (3) years and until their successors are qualified and elected in their place and stead. All Class B Trustees shall serve for an initial term of two (2) years and until their successors are qualified and elected in their place and stead. All Class C Trustees shall serve for an initial term of one (1) year and until their successors are qualified and elected in their place and stead. At the end of the initial term of a Trustee, the successor shall be elected for a term of three years, such that as a result each year one third of the total Trustee positions shall be subject to election. All of the initial Trustees shall be elected by the majority vote of the first board of trustees named in the Certificate of Incorporation of the Corporation. Thereafter, Trustees shall be elected by the members at elections which shall be held at the annual meeting of the members in August of the election year. A Trustee, upon the expiration of his or her term of office, may become eligible for re?election to the Board. Nominations of qualified individuals may be made by any Trustee and shall be taken before or at the annual meeting; provided, however, that nominations shall remain open until the time of election.

Section 5. Resignation.

Any Trustee may resign by delivering a written resignation to the President or Secretary of the Corporation. In the case of resignation by a Trustee, the majority of Trustees, including the Trustee who is resigning, may elect a replacement to fill the vacancy for the balance of said Trustee's term.

Section 6. Other Vacancies.

Any vacancy on the Board occurring during a year on account of death or incapacity of a Trustee, or through an increase in the number of Trustees comprising the Board, may be (but shall not be required to be, unless the number of Trustees shall thereupon be less than three (3)) filled for the remaining portion of the term of the affected Trustee position by election at a special meeting of the Board by the remaining Trustees even though the remaining Trustees be less than a quorum of the Board.

ARTICLE IV

MEETINGS OF THE BOARD

Section 1. Annual Meeting.

The annual meeting of the Board shall be held on the third Tuesday of the month of August each year or on such other date as may be designated by the Board, at a time and place elected by the Board, for the transaction of such business as may properly come before said meeting.

Section 2. Regular Meetings.

The Board of Trustees shall hold regular meetings quarterly, or at such other frequency as the Board shall determine, on such dates as may be designated by the Board. The annual meeting shall be considered one of the regular meetings.

Section 3. Special Meetings of the Board.

Special Meetings of the Board for any purpose or purposes may be called at any time by the President. Such meetings shall be held upon not less than four (4) days' notice given personally, by telephone, by facsimile transmission, or by e-mail, or upon not less than ten (10) days' notice given by depositing notice in the United States mail, postage prepaid or by established overnight courier service. Such notice shall specify the time and place of the meeting and the general purpose(s) of the meeting. No business other than that specified in the notice shall be transacted at the Special Meeting.

Section 4. Notice.

Subject to the provisions of Section 5 of this Article IV, written notice for all regular meetings of the Board which are to be held or which have been adjourned, cancelled or changed as to place, date or hour, shall be given by or under the direction of the Secretary and mailed, delivered by facsimile, or by e-mail to each Trustee at the appropriate address appearing on the books of the Corporation. All notices shall state the place, date, and hour of the meeting. Notice of annual meetings shall be given by the Secretary not less than ten (10) nor more than sixty (60) days before the date of such meeting, either personally or by mail, facsimile transmission, or e-mail to each Trustee.

Section 5. Waivers of Notice of Board Meetings; Adjournments.

Notice of a meeting need not be given to any Trustee who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such Trustee of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting, except that notice or waiver of notice of a Special Meeting shall specify the purpose of the meeting. Notice of an adjourned meeting need not be given if the time and place of the next meeting are fixed at the meeting adjourning and if the period of adjournment does not exceed thirty (30) days in any one adjournment.

Section 6. Meeting by Telephone.

The Board or any committee of the Board may participate in a meeting of the Board or of such committee, by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other (including Internet conferencing).

Section 7. Quorum.

The number of Trustees which shall constitute a quorum for the transaction by the Board of business of the Corporation shall be a simple majority of the number of Trustees then serving on the Board.

Section 8. Voting.

At all meetings of the Board, each Trustee is to have one (1) vote.

Section 9. Action Without a Meeting.

Notwithstanding any other provisions of these Bylaws, any action which the Board may take at any meeting of the Board may be taken without a meeting if, prior to or subsequent to the action, at least a majority of the Trustees consent in writing to such action and their written consents (which shall include electronic written consents via e-mail or facsimile) are filed with the minutes of proceedings of the Board.

ARTICLE V

OFFICERS

Section 1. Officers.

The officers of the Corporation shall be: the President, the President-Elect, the Secretary, and the Treasurer. Any officers may also serve as members of the Board of Trustees. All officers shall be elected for a term of one (1) year by the Board of Trustees at the annual meeting unless otherwise specified in these bylaws. An officer, upon the expiration of his or her term of office, may become eligible for re-election to office or for any other office of the Corporation.

Section 2. Assistant Officers.

The President, with the consent of a majority of the Trustees, may appoint assistant officers to aid the principal officers of the Board. The assistant officers may be appointed at such times and for such terms not longer than one (1) year as the President shall deem necessary for the proper management of the Corporation. Assistant officers may perform such duties as may be delegated to them respectively by the principal officers whom they are appointed to aid and as otherwise may be assigned to them by the Board.

Section 3. The President and President-Elect.

The President shall serve as the chief executive officer of the Corporation, shall preside at all meetings of the Corporation, and shall perform such other duties as may be prescribed in these Bylaws or as may be delegated to him or her by the Board of Trustees. The President shall enforce the Bylaws of the Corporation, decide all questions of order, declare the results of all elections, appoint all committees, sign or designate another officer to sign all money orders for monies ordered paid, and shall serve ex officio on all committees. Without limiting the generality of the foregoing, the President shall sign and execute in the name of the Corporation all duly authorized contracts and other documents and writings.

The President will serve a three-year term. The President-elect will serve a one-year term, beginning the start of the last full year of the President’s term. The President-elect will perform such duties as may be to him or her by the Board of Trustees.

Section 4. The Secretary.

The Secretary shall conduct all correspondence of the Corporation, record the minutes of all meetings of the Corporation, shall have a copy of the approved Bylaws available at every meeting, and shall perform such other duties as provided in the Bylaws or as the Board of Trustees may assign.

Section 5. The Treasurer.

The Treasurer shall have responsibility for the custody of all the funds and investments of the Corporation. He or she shall receive all money due to the Corporation, pay out money as directed by the President, and keep an accurate account of same. He or she shall deposit money in such bank or other accounts as the President shall direct, and shall report to the Board at each of its meetings. He shall pay all bills by check or other convenient means.

Section 6. Delivery of Official Material.

All officers shall deliver to their respective successors, all documents and records relating to their offices, not later than ten (10) days following the election of their successors.

Section 7. Election of Officers.

The officers shall be nominated and elected by the Trustees at elections which shall be held at the annual meeting in June of the election year. Nominations shall be taken at the annual meeting; provided, however, that nominations of officers shall remain open until the time of election. Any candidate who wishes to be nominated but cannot be present at the annual meeting must send a written notice to the Secretary by no later than the call to order of the annual meeting. Each nomination must be seconded. A quorum of the Trustees must be present at the election. Election shall be by majority vote of the Trustees constituting a quorum, and may be by secret ballot.

Section 8. Resignations; Removal.

Any officer can resign by delivering a written resignation to the Secretary or the President. Any officer can be removed for incompetency, inattention to the duties of their office or conduct unbecoming the office by a majority vote of the Trustees at any regular or special meeting of the Board at which a quorum is present. In addition, any officer who is absent for five (5) consecutive meetings, unless excused, may be removed from office by a majority vote of the Trustees.

Section 9. Vacancy.

Any vacancy in office during a year on account of the resignation, removal, death or incapacity of any officer shall be filled for the unexpired portion of the term of the affected officer by a majority vote of the Trustees at a special meeting of the Board.

ARTICLE VI

CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES

Notwithstanding any other provision of these Bylaws, no Trustee, officer or employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization which is exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, from time to time, and its Regulations as they now exist or as they may hereafter be amended, and by an organization, contributions to which are deductible under Section 170(c)(2), Section 2055(a)(2), LMEDOCS 204619v1 and Section 2522(a)(2) of such Code and Regulations thereunder as now exist or as they may hereafter be amended.

ARTICLE VII

INDEMNIFICATION OF TRUSTEES AND OFFICERS

The Corporation shall indemnify every corporate agent as defined in, and to the full extent permitted by law, including without limitation as permitted by N.J.S.A. 15A:3-4 or corresponding section of any future New Jersey Nonprofit Corporation Act.

ARTICLE VIII

CONFLICT OF INTEREST

A Trustee shall have a duality of interest or possible conflict of interest only in the event a Trustee or an affiliate or employer of a Trustee shall be engaged or under consideration by the Corporation with respect to rendering services or providing goods on a compensated basis to the Corporation or to any individual or entity which is or may become affiliated with the Corporation and such services or goods are or may become the subject matter of Board action. A duality of interest or possible conflict of interest of a Trustee shall be disclosed to the other members of the Board in detail as to the nature of the goods or services, the relationship of the affected parties and the remuneration or compensation, direct or indirect, derived or to be derived and the disclosures shall be made a matter of record when the pertinent matter becomes a matter of Board action. LMEDOCS 204619v1

If a contract or other transaction involving a Trustee having a duality of interest or possible conflict of interest is fair and reasonable to the Corporation, the Trustees may authorize or ratify the same by unanimous written consent of the Trustees, provided at least one consenting Trustee shall be disinterested, or by the vote of a majority of the disinterested Trustees at a meeting of the Board, even though the disinterested Trustees be less than a quorum of the Board. An interested Trustee present at a meeting may be counted for purposes of a quorum. The minutes of the meeting shall reflect if disclosure is made and whether a quorum was present with respect to action by the Board on such matter.

None of the requirements of this Article VIII shall be construed as preventing an interested member of the Board from briefly stating his or her position in a matter, nor from answering pertinent questions of other Board members since his or her knowledge may be of great assistance to the Board. The conflicts policy of the Corporation shall be reviewed annually for the information and guidance of members of the Board, and any new Trustee shall be advised of the policy upon entering the duties of his or her office.

ARTICLE IX

MISCELLANEOUS

Section 1. Parliamentary Authority.

ROBERT'S RULES OF ORDER, REVISED, shall govern the conduct of all meetings of the Corporation. The Secretary of the Corporation shall serve as parliamentarian.

Section 2. Fiscal Year.

The fiscal year of the Corporation will be the period beginning January 1 and ending December 31.

Section 3. Amendment of Bylaws.

These Bylaws, or any part hereof, may be amended, revised or rescinded at any annual, regular or special meeting of the Board at which a quorum is present, by the affirmative vote of no less than a majority of the Trustees present; provided, however, that any such amendment, revision or rescission must be proposed in writing at a regular meeting. A general statement of the proposal to amend, revise or rescind as aforesaid and the text of such amendment, revision or rescission shall be included in the notice of meeting.

Section 4. Nondiscrimination.

Whenever reference in these Bylaws is made to the masculine pronoun, it should be construed as including both the masculine and feminine gender. In addition, in its affairs and conduct of its business, the Corporation shall not discriminate as to any person on account of age, race, creed, religion, color, sex, sexual orientation, marital status, national origin or handicap.

Section 5. Force and Effect.

These Bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the "Act") and the Certificate of Incorporation of the Corporation, as they respectively be amended from time to time. If any provision of these Bylaws shall be conflict with a provision of the Act or the Certificate of Incorporation, then the provision of the Act or the Certificate of Incorporation shall govern to the extent of any such conflict.

Amendment: June 18, 2013.

(Additions in bold)

ARTICLE V

OFFICERS

Section 1. Officers.

The officers of the Corporation shall be: the President, the President-Elect, the Secretary, and the Treasurer. Any officers may also serve as members of the Board of Trustees. All officers shall be elected for a term of one (1) year by the Board of Trustees at the annual meeting unless otherwise specified in these bylaws. An officer, upon the expiration of his or her term of office, may become eligible for re-election to office or for any other office of the Corporation.

Section 3. The President and President-Elect.

The President shall serve as the chief executive officer of the Corporation, shall preside at all meetings of the Corporation, and shall perform such other duties as may be prescribed in these Bylaws or as may be delegated to him or her by the Board of Trustees. The President shall enforce the Bylaws of the Corporation, decide all questions of order, declare the results of all elections, appoint all committees, sign or designate another officer to sign all money orders for monies ordered paid, and shall serve ex officio on all committees. Without limiting the generality of the foregoing, the President shall sign and execute in the name of the Corporation all duly autho rized contracts and other documents and writings.

The President will serve a three-year term. The President-elect will serve a one-year term, beginning the start of the last full year of the President’s term. The President-elect will perform such duties as may be to him or her by the Board of Trustees.

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