ALICE A. I. Foundation

The ALICE A. I. Foundation

The ALICE A. I. Foundation, Inc. is a Non Profit Organization Devoted to the Develpment and Adoption of ALICE and AIML Software. In accordance with its non profit status and in the interests of full transparency, the ALICE A.I. Foundation believes in full disclosure of all its income and expenses. Beginning in 2003, these budget reports are available to the public in our Financial Disclosure statement.

Mission Statement

The A.L.I.C.E. AI Foundation was founded in 2001, as a non-profit organization with the following mission:

DISTRIBUTE Alicebot and AIML Free Software. We distribute our advanced AI software source code freely to schools, research labs, nonprofits and other organizations, and to individuals.
PROMOTE the adoption and development of Alicebot and AIML technology.
DEVELOP AND MAINTAIN standards for AIML, the AIML pattern language, Alicebot implementations, and Alicebot interfaces (Responders).
PURSUE AND PROMOTE research and development in natural language and artificial intelligence technologies.
PROVIDE education and training resources that promote the adoption of AIML technologies.
WORK closely with and advise commercial entities engaged in AIML development to develop standards, plan future programs, and evaluate research and development.
ALLOCATE public and/or private funds as appropriate to organizations, agencies or individuals who can provide AIML, programs or products of high quality if they are deemed beneficial to the community.
PLAN AND HOST periodic conferences and meetings as required to accomplish the general goals of the organization.

Articles of Incorporation
of
ALICE Artificial Intelligence Foundation, Inc.

Article I

The name of this corporation is: ALICE Artificial Intelligence Foundation, Inc.

Article II

This corporation is nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
The specific purpose of this corporation is: research and development of software.

Article III

The name and address in the State of California of this corporation's initial agent for service of process is: Dr. Richard S. Wallace, 807 Ashbury St. #3, San Francisco, CA 94117

Article IV

This corporation is organized and operated exclusively for charitable purposes within the meaning of section 501[c](3), Internal Revenue Code.
No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

Article V

The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for religious purposes and which has established its tax exempt status under section 501[c](3), Internal Revenue Code.

[Seal] Office of the Secretary of State, California.

Bylaws
of
ALICE Artificial Intelligence Foundation, Inc.

Article I. Membership

Section 1. Membership Requirements.

Persons may be elected to membership only by majority vote of the Board of Directors. Application for membership shall be made in writing. The application shall be regarded as a guarantee that the applicant to adhere to the Corporations Bylaws, rules and regulations.

Section 2. Dues and Benefits.

The Corporation's Membership Committee shall present recommendations to the Board regarding the dues, rights and benefits of membership. The Board of Directors shall consider the recommendations, revise them as the Board deems necessary and proper, and promulgate a schedule of dues, rights and benefits. The schedule may be amended from time to time by the Board of Directors, after consultation with the Membership Committee.

Section 3. Termination of Membership.

Membership in the Corporation shall terminate upon the death or resignation of a member or the failure of a member to pay annual dues within sixty days after the due date.

Section 4. No Property Rights.

No member shall have any right, interest or privilege with respect to any of the Corporation's property or assets, including any earnings or investment income of the corporation, nor shall the Corporation's assets or property be distributed to any member on the dissolution or winding up of the Corporation.

Section 5. Liability of Members.

No member of the Corporation shall be personally liable for any of the Corporation's debts, liabilities or obligations, nor shall any member be subject to any assessment other than annual dues.

Article II. Members

Section 1. Meetings.

Meetings of the members of this Corporation shall be held when determined by the Board of Directors and at such time and place as designated by the Board of Directors.

Section 2. Place.

Meetings of members shall be held at the principal office of the Corporation or at any other place designated by the Board of Directors.

Section 3. Notice.

Written notice stating the place, day and hour of the meeting shall be delivered to each member of record not less than 10 and not more than 60 days before the meeting. Delivery of the notice for the meeting shall be made by the Secretary, unless the President designates another person. Notice by mail shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the membership book of the Corporation.

Section 4. Notice of Adjourned Meeting.

When a meeting is adjourned to another time and place, it shall not be necessary to give any notice of the adjourned meeting, provided that the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business which might have been transacted on the original date of the meeting may be transacted at the adjourned meeting. If the Board of Directors fixes a new record date for the adjourned meeting after the adjournment, however, a notice of the adjourned meeting shall be given as provided in this Article to each member of record.

Section 5. Member Quorum and Voting.

A majority of the members shall constitute a quorum at a meeting of the members. If a quorum is present, in person or by proxy, the affirmative vote of majority of the members present at the meeting and entitled to vote on the subject matter shall be the act of the members unless otherwise provided by law.

Section 6. Voting.

The members will be entitled to vote only on the matters submitted to the members by the Board of Directors or as required by law or these Bylaws. Each member shall be entitled to one vote only on matters submitted to a vote by the Board of Directors.

Section 7. Proxies.

A member may vote either in person or by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after the duration of 11 months from the date of the proxy unless otherwise provided in the proxy.

Section 8. Action by Members Without a Meeting.

Any action required or permitted to be taken by law, these Bylaws, or the Articles of Incorporation at any meeting of the members may be taken without a meeting and without prior notice if a written consent that sets forth the action taken is signed by the members of the necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Within 10 days after the action has been taken by written consent, a copy of the Written Consent shall be given to the those members who have not consented in writing.

Article II. Directors

Section 1. Function.

All corporate powers shall be exercised under the authority of the Board of Directors, and the affairs of the corporation shall be managed under the direction of the Board of Directors.

Section 2. Qualification.

Directors need not be residents of California.

Section 3. Compensation.

No director shall receive any compensation from the Corporation.

Section 4. Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board of Directors at which any corporate matter is taken shall be presumed to have assented to the action unless the Director has voted against such action or abstains from voting because of an asserted conflict of interest.

Section 5. Number.

This corporation shall have a minimum of three directors. The number of directors shall be determined from time to time by the Board of Directors.

Section 6. Election and Term.

Each Director shall hold office until the person's earlier resignation, expiration of one year term, removal from office or death. Each director shall serve a one year term. The current Board of Directors shall vote every year to elect the persons who will serve on the new Board of Directors. Any person elected to the Board of Directors may serve an unlimited number of one-year terms.

Section 7. Vacancies.

Any vacancy occurring the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. If there are no remaining directors, the vacancy shall be filled be the members.

Section 8. Quorum and Voting.

A majority of the number of Directors shall constitute a quorum for the transaction of business. The act of a majority of directors at a meeting at which the quorum is present shall be the act of the Board of Directors.

Section 9. Executive and Other Committees.

By resolution adopted by a majority of the full Board of Directors, the Board of Directors may designate from among its members an executive committee and one or more other committees each of which may exercise all the authority of the Board of Directors to the extent provided in such resolution, except as otherwise provided by law.

Section 10. Place of Meeting.

Regular and special meetings of the Board of Directors shall held at the principal office of the Corpoation or at such other place as may be designated by the person calling the meeting.

Section 11. Time, Notice and Call of Meetings.

Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by a resolution of the Board of Directors. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or the waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors.

Meetings of the Board of Directors may be called by the President of the Corporation or by any two directors.

Members of the Board of Directors (or any committee thereof) may participate in a meeting of the Board (or committee) by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 12. Action Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board of Directors of a committee thereof may be taken without a meeting if a written consent that sets forth the action taken is signed by all of the directors or committee members and is filed in the minutes of the proceedings of the Board.

Article IV. Officers

Section 1. Officers.

The corporation shall have the officers and assistant officers that the Board of Directors appoint from time to time. Any two or more offices may be held by the same person.

Section 2. Duties.

The officers of the corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Section 3. Removal of Officers.

An officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by the Board whenever in its judgment the best interests of the Corporation will be served thereby. Any vacancy in any office may be filled by the Board of Directors.

Article V. Member Certificates

Section 1. Issuances.

Certificates representing membership in the Corporation may be issued.

Section 2. Form.

In the event membership certificates are issued, such certificates shall be signed by the President and the Secretary.

Article VI. Books and Records

This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and committees of directors, and a membership book containing the names and addresses of the members. This Corporation shall keep at its registered office or principal office a record of the names and addresses of all its members.

Article VII. Indemnification

Each person (including the heirs, executors, administrators, or estate of such person) (a) who is or was a director, manager, trustee or officer of the Corporation, (b) who is or was an agent or employee of the Corporation other than an officer and as to whom the Corporation has agreed to grant such indemnity, or (c) who is or was serving at the request of the Corporation as its representative in the position of a director, manager, trustee, officer, agent or employee of another corporation, partnership, joint venture, trust, or other enterprise and as to whom the corporation has agreed to grant such indemnity shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision, against any fine, liability, cost or expense, including attorneys' fees, asserted against him or incurred by him in that capacity or arising out of his status as director, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and any of those persons against fines, liabilities, costs or expenses, whether or not the Corporation would have the legal power directly to indemnify the person against such liability.

Article VIII. Amendment

These Bylaws may be altered, amended or repealed, and new Bylaws adopted, only by a majority vote of the Board of Directors.

I certify that these are the Bylaws adopted by the Board of Directors of the Corporation.
Secretary:

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