BY-LAWS
OF
AUTISM AI RESEARCH INSTITUTE, INC.

Article 1.
Definitions
Section 1.01 Name. The “Corporation” shall mean: Autism AI Research Institute, Inc.
Section 1.02 Board. The “Board” shall mean the Board of Directors of the Corporation.

Article 2.
Purposes, Objectives and Governing Instruments
Section 2.01 Charitable, Educational, Religious or Scientific Purposes and Powers. The
purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively
charitable, educational, scientific or religious, within the meaning of section 501(c)(3) of
the Internal Revenue Code of 1986, as amended, or the corresponding provision of any
future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the
Corporation shall have the same powers as an individual to do all things necessary or
convenient to carry out the purposes, as set forth in the Articles of Incorporation and
these Bylaws. The specific purposes of the Corporation are to support the autism
community by providing online education through technology and AI tools, funding for
scientific research for underlying causes and/or affordable treatments of autism and
promoting public awareness about autism, cultivating support system for autism in
families and communities through exhibitions, display, videos and webinars.
Section 2.02 Governing Instruments. The Corporation shall be governed by its Articles
of Incorporation and its Bylaws.
Section 2.03 Limitations on Activities. No part of the activities of the Corporation shall
consist of participating in, or intervening in, any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other provision of
these Bylaws, the Corporation shall not carry on any activity not permitted to be carried
on by a corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, or the corresponding provisions of any
future federal tax law.

Article 3.
Membership
The Corporation shall have no members.

Article 4.
Directors
Section 4.01 Annual Meeting. A meeting of the Board shall be held annually at such
place, on such date and at such time as may be fixed by the Board, for the purpose of
electing Directors, receiving annual reports of the Board and Officers, and for the
transaction of such other business as may be brought before the meeting.
Section 4.02 Number. The number of Directors constituting the entire Board shall be
fixed by the Board, but such number shall not be less than three (3).
Section 4.03 Election and Term of Office. The initial Directors of the Corporation shall
be those persons appointed by the Incorporator. Each Director shall hold office until the
next annual meeting of the Board and until such Director’s successor has been elected
and qualified, or until his or her death, resignation or removal.
Section 4.04 Powers and Duties. Subject to the provisions of law, of the Articles of
Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights
and powers thereby conferred, the Board shall have the control and management of the
affairs and operations of the Corporation and shall exercise all the powers that may be
exercised by the Corporation.
Section 4.05 Additional Meetings. Regular meetings of the Board may be held at such
times as the Board may from time to time determine. Special meetings of the Board may
also be called at any time by the President or by a majority of the Directors then in office.
Section 4.06 Notice of Meetings. Notice of a special meeting of the Board shall be
given by service upon each Director in person or by mailing the same to him at his or her
post office address as it appears upon the books of the Corporation or via electronic mail
at least two business days (Saturdays, Sundays and legal holidays not being considered
business days for the purpose of these By-Laws) if given in person, or at least four
business days, if given by mailing the same, before the date designated for such meeting
specifying the place, date and hour of the meeting. Whenever all of the Directors shall
have waived notice of any meeting either before or after such meeting, such meeting shall
be valid for all purposes. A Director who shall be present at any meeting and who shall
not have protested, prior to the meeting or at its commencement, the lack of notice to
him, shall be deemed to have waived notice of such meeting. In any case, any acts or
proceedings taken at a Directors’ meeting not validly called or constituted may be made
valid and fully effective by ratification at a subsequent Directors’ meeting that is legally
and validly called. Except as otherwise provided herein, notice of any Directors’ meeting
or any waiver thereof need not state the purpose of the meeting, and, at any Directors’
meeting duly held as provided in these By-Laws, any business within the legal province
and authority of the Board may be transacted.
Section 4.07 Quorum. At any meeting of the Board, a majority of the Directors then in
office shall be necessary to constitute a quorum for the transaction of business. However,
should a quorum not be present, a majority of the Directors present may adjourn the
meeting from time to time to another time and place, without notice other than
announcement at such meeting, until a quorum shall be present.
Section 4.08 Voting. At all meetings of the Board, each Director shall have one vote.
Section 4.09 Action Without a Meeting. Any action required or permitted to be taken
by the Board or any committee thereof may be taken without a meeting if all members of
the Board or any such committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the members of
the Board or any such committee shall be filed with the minutes of the proceedings of the
Board or such committee.
Section 4.10 Removal. Any Director may be removed by vote of the Board provided
there is a quorum of not less than a majority present at the meeting at which such action
is taken.
Section 4.11 Resignation. Any Director may resign from office at any time by
delivering a resignation in writing to the Board of Directors, and the acceptance of the
resignation, unless required by its terms, shall not be necessary to make the resignation
effective.
Section 4.12 Vacancies. Any newly created directorships and any vacancy occurring
on the Board arising at any time and from any cause may be filled by the vote of a
majority of the Directors then in office at any Directors’ meeting. A Director elected to
fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 4.13 Committee. The Board, by resolution adopted by a majority of the entire
Board, may designate from among the Directors an executive committee and other
standing committees, each consisting of two or more Directors, to serve at the pleasure of
the Board, and each of which, to the extent provided in such resolution, shall have the
authority of the Board. The Board may designate one or more Directors as alternate
members of any such committee, who may replace any absent member or members at
any meeting of such committee.
Section 4.14 Participation by Video conference or Telephone. Any one or more
members of the Board or any committee thereof may participate in a meeting of the
Board or such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a meeting.

Article 5.
Officers
Section 5.01 Election and Qualifications; Term of Office. The Officers of the
Corporation shall be a President, one or more Vice Presidents, a Secretary and/or a
Treasurer. The Officers shall be elected by the Board at the annual meeting of the Board
and each Officer shall hold office for a term of one year and until such Officer’s
successor has been elected or appointed and qualified, unless such Officer shall have
resigned or shall have been removed as provided in Sections 8 and 9 of this Article V.
The same person may hold more than one office, except that the same person may not be
both President and Secretary or President and Treasurer. The Board may appoint such
other Officers as may be deemed desirable, including one or more other Vice-Presidents,
one or more Assistant Secretaries, and one or more Assistant Treasurers. Such Officers
shall serve for such period as the Board may designate.
Section 5.02 Vacancies. Any vacancy occurring in any office, whether because of
death, resignation or removal, with or without cause, or any other reason, shall be filled
by the Board.
Section 5.03 Powers and Duties of the President. The President of the Board shall be
the Chief Executive Officer. The President shall convene regularly scheduled board
meetings direct and shall preside at all meetings of the Board. The President shall from
time to time make such reports of the affairs and operations of the Corporation as the
Board may direct and shall preside at all meetings of the Board. The President shall have
such other powers and shall perform such other duties as may from time to time be
assigned to the President by the Board.
Section 5.04 Powers and Duties of the Vice-Presidents. Each of the Vice-Presidents, if
any, shall have such powers and shall perform such duties as may from time to time be
assigned to such Vice President by the Board.
Section 5.05 Powers and Duties of the Secretary. The Secretary shall record and keep
the minutes of all meetings of the Board. The Secretary shall be the custodian of, and
shall make or cause to be made the proper entries in, the minute book of the Corporation
and such books and records as the Board may direct. The Secretary shall have such other
powers and shall perform such other duties as may from time to time be assigned to the
Secretary by the Board.
Section 5.06 Powers and Duties of the Treasurer. The Treasurer shall be the custodian
of all funds and securities of the Corporation. Whenever so directed by the Board, the
Treasurer shall render a statement of the cash and other accounts of the Corporation, and
the Treasurer shall cause to be entered regularly in the books and records of the
Corporation to be kept for such purpose full and accurate accounts of the Corporation’s
receipts and disbursements. The Treasurer shall at all reasonable times exhibit the books
and accounts to any Director upon application at the principal office of the Corporation
during business hours. The Treasurer shall have such other powers and shall perform
such other duties as may from time to time be assigned to the Treasurer by the Board.
Section 5.07 Delegation. In case of the absence of any Officer of the Corporation, or
for any other reason that the Board may deem sufficient, the Board may at any time and
from time to time delegate all or any part of the powers or duties of any Officer to any
other Officer or to any Director or Directors.
Section 5.08 Removal. Any Officer may be removed from office at any time, with or
without cause, by a vote of a majority of the Directors then in office at any meeting of the
Board.
Section 5.09 Resignation. Any Officer may resign his or her office at any time, such
resignation to be made in writing and to take effect immediately without acceptance by
the Corporation.

Article 6.
Bank Accounts, Checks, Contracts and Investments
Section 6.01 Bank Accounts, Checks and Notes. The Board is authorized to select the
banks or depositories it deems proper for the funds of the Corporation. The Board shall
determine who shall be authorized from time to time on the Corporation’s behalf to sign
checks, drafts or other orders for the payment of money, acceptances, notes or other
evidences of indebtedness.
Section 6.02 Contracts. The Board may authorize any Officer or Officers, agent or
agents, in addition to those specified in these By-Laws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances. Unless so authorized by
the Board, no Officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or render it liable for
any purpose or to any amount.
Section 6.03 Investments. The funds of the Corporation may be retained in whole or in
part in cash or be invested and reinvested from time to time in such property, real,
personal or otherwise, or stocks, bonds or other securities, as the Board may deem
desirable.

Article 7.
Conflict of Interest Policy
Section 7.01 Purpose. The purpose of the 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 an officer or director of the Corporation or might
result in a possible excess benefit transaction. This policy is intended to supplement but
not replace any applicable state and federal laws governing conflict of interest applicable
to nonprofit and charitable organizations.

Section 7.02 Definitions

1. Interested Person
   Any director, officer, or member of a committee with governing board delegated powers,
   who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
   A person has a financial interest if the person has, directly or indirectly, through business,
   investment, or family:
   a. An ownership or investment interest in any entity with which the Corporation
   has a transaction or arrangement,
   b. A compensation arrangement with the Corporation or with any entity or
   individual with which the Corporation has a transaction or arrangement, or
   c. A potential ownership or investment interest in, or compensation arrangement
   with, any entity or individual with which the Corporation is negotiating a
   transaction or arrangement. Compensation includes direct and indirect
   remuneration as well as gifts or favors that are not insubstantial.
   A financial interest is not necessarily a conflict of interest. Under Section 7.03, 2., a
   person who has a financial interest may have a conflict of interest only if the appropriate
   governing board or committee decides that a conflict of interest exists.
   Section 7.03 Procedures
3. Duty to Disclose
   In connection with any actual or possible conflict of interest, an interested person must
   disclose the existence of the financial interest and be given the opportunity to disclose all
   material facts to the directors and members of committees with governing board
   delegated powers considering the proposed transaction or arrangement.
4. Determining Whether a Conflict of Interest Exists
   After disclosure of the financial interest and all material facts, and after any discussion
   with the interested person, he/she shall leave the governing board or committee meeting
   while the determination of a conflict of interest is discussed and voted upon. The
   remaining board or committee members shall decide if a conflict of interest exists.
5. Procedures for Addressing the Conflict of Interest
   i. An interested person may make a presentation at the governing board or
   committee meeting, but after the presentation, he/she shall leave the meeting
   during the discussion of, and the vote on, the transaction or arrangement involving
   the possible conflict of interest.
   ii. The chairperson of the governing board or committee shall, if appropriate,
   appoint a disinterested person or committee to investigate alternatives to the
   proposed transaction or arrangement.
   7
   iii. After exercising due diligence, the governing board or committee shall
   determine whether the Corporation can obtain with reasonable efforts a more
   advantageous transaction or arrangement from a person or entity that would not
   give rise to a conflict of interest.
   iv. If a more advantageous transaction or arrangement is not reasonably possible
   under circumstances not producing a conflict of interest, the governing board or
   committee shall determine by a majority vote of the disinterested directors
   whether the transaction or arrangement is in the Corporation’s best interest, for its
   own benefit, and whether it is fair and reasonable. In conformity with the above
   determination it shall make its decision as to whether to enter into the transaction
   or arrangement.
6. Violations of the Conflicts of Interest Policy
   i. If the governing board or committee has reasonable cause to believe a member
   has failed to disclose actual or possible conflicts of interest, it shall inform the
   member of the basis for such belief and afford the member an opportunity to
   explain the alleged failure to disclose.
   ii. If, after hearing the member’s response and after making further investigation
   as warranted by the circumstances, the governing board or committee determines
   the member has failed to disclose an actual or possible conflict of interest, it shall
   take appropriate disciplinary and corrective action.
   Section 7.04 Records of Proceedings
   The minutes of the governing board and all committees with board delegated powers
   shall contain:
   a. The names of the persons who disclosed or otherwise were found to have a financial
   interest in connection with an actual or possible conflict of interest, the nature of the
   financial interest, any action taken to determine whether a conflict of interest was present,
   and the governing board’s or committee’s decision as to whether a conflict of interest in
   fact existed.
   b. The names of the persons who were present for discussions and votes relating to the
   transaction or arrangement, the content of the discussion, including any alternatives to the
   proposed transaction or arrangement, and a record of any votes taken in connection with
   the proceedings.
7. 
   Section 7.05 Compensation
   a. A voting member of the governing board who receives compensation, directly or
   indirectly, from the Corporation for services is precluded from voting on matters
   pertaining to that member’s compensation.
   b. A voting member of any committee whose jurisdiction includes compensation matters
   and who receives compensation, directly or indirectly, from the Corporation for services
   
   is precluded from voting on matters pertaining to that member’s compensation.
   c. No voting member of the governing board or any committee whose jurisdiction
   includes compensation matters and who receives compensation, directly or indirectly,
   from the Corporation, either individually or collectively, is prohibited from providing
   information to any committee regarding compensation.
   Section 7.06 Annual Statements Each director, principal officer and member of a
   committee with governing board delegated powers shall annually sign a statement which
   affirms such person:
   a. Has received a copy of the conflicts of interest policy,
   b. Has read and understands the policy,
   c. Has agreed to comply with the policy, and
   d. Understands the Corporation is charitable and in order to maintain its federal tax
   exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes.
   Section 7.07 Periodic Reviews To ensure the Corporation operates in a manner
   consistent with charitable purposes and does not engage in activities that could jeopardize
   its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at
   a minimum, include the following subjects:
   a. Whether compensation arrangements and benefits are reasonable, based on competent
   survey information and the result of arm’s length bargaining.
   b. Whether partnerships, joint ventures, and arrangements with management
   organizations conform to the Corporation’s written policies, are properly recorded, reflect
   reasonable investment or payments for goods and services, further charitable purposes
   and do not result in inurement, impermissible private benefit or in an excess benefit
   transaction.
   Section 7.08 Use of Outside Experts When conducting the periodic reviews as provided
   for in Section 7, the Corporation may, but need not, use outside advisors. If outside
   experts are used, their use shall not relieve the governing board of its responsibility for
   ensuring periodic reviews are conducted.

Article 8.
Dissolution
The Corporation may be dissolved only upon adoption of a plan of dissolution
and distribution of assets by the Board that is consistent with the Certificate of Incorporation and
with State law.

Article 9.
Amendments
These By-Laws may be altered, amended, added to or repealed at any meeting of
the Board called for that purpose by the vote of a majority of the Directors then in office.

Article 10.
Construction
In the case of any conflict between the Articles of Incorporation of the
Corporation and these By-Laws, the Articles of Incorporation of the Corporation shall control.