BY-LAWS OF

     INTERNATIONAL CONFERENCES ON AUTOMATED DEDUCTION

               (A NON-PROFIT CORPORATION)



                      ARTICLE 0.  GENERAL


Purpose:      The purpose of International Conferences on Automated
              Deduction Inc. shall be to organize
              conferences on automated deduction.


Relation to AAR:
              International Conferences on Automated Deduction Inc.
              is a subcorporation of the Association 
              for Automated Reasoning Inc.


                       ARTICLE I. OFFICES


Section 1.    Principal Office.


                    Professor Neil V. Murray
                    Institute for Informatics, Logics, & Security Studies
                    Department of Computer Sci. LI-67A
                    University at Albany - SUNY
                    Albany, NY 12222, USA

Section 2.    Other Offices.

              The corporation may have such other offices, either
              within or without the County of DuPage,
              State of Illinois, as the Board of Trustees may
              determine or as the affairs of the corporation
              may require from time to time.

                        ARTICLE II. MEMBERS


.    Classes of Members.

              The corporation shall have one class of members.


Section 2.    Election of Members.

              The membership of CADE is coincident with the membership
              of the Association of Automated
              Reasoning.


Section 3.    Voting Rights.

              Each member shall be entitled to one vote on each matter
              submitted to a vote of the membership.  Votes may be
              delivered in person, by post, electronic mail or fax.


               ARTICLE III. MEETING OF MEMBERS


Section 1.    Meeting.

              There will be a Business Meeting of the CADE Inc.
              members at each conference sponsored
              by the corporation. The Business Meeting will be chaired
              by the first of the following people
              who is present: the President, the Vice President, the
              most senior Trustee.  At the Business
              Meeting, business matters may be discussed, and motions
              may be made and voted on.

              Motions other than amendments to the bylaws will require
              a 50% majority and will be advisory
              only. However, the reasons for rejecting such a motion
              must be explained to the members in
              the next edition of the Association of Automated
              Reasoning newsletter. Ties may be broken
              by a vote of the Trustees.

              Proposed amendments to the bylaws are addressed in
              accordance with Article IX, Section 1.


Section 2.    Place of Meeting.

              The Board of Trustees may designate any place, either
              within or without the State of Illinois,
              as the place of meeting for any membership meeting or
              for any special meeting called by the
              Board of Trustees.


Section 3.    Quorum.

              The members present at any meeting regularly held at a
              conference sponsored by the cor-
              poration shall constitute a quorum at such meeting.  At
              any other meeting of the members,
              twenty (20%) percent of the members shall constitute a quorum.


Section 4.    Proxies.

              At any meeting of members, a member entitled to vote may
              vote by proxy executed in writing
              by the member or by his or her duly authorized attorney
              in fact.  No proxy shall be valid
              after sixty (60) days from the date of its execution,
              unless otherwise provided in the proxy.
              A given member may serve as the attorney in fact, and
              cast a vote, for at most one member.



                  ARTICLE IV. BOARD OF TRUSTEES


Section 1.    General Powers.

              The affairs of the corporation shall be managed by its
              Board of Trustees.


Section 2.    Number, Qualification and Tenure.


Subsection 2.0       Membership of Board of Trustees:

              There will be six elected Trustees and the
              following ex-officio Trustees: the Program
              Chairs of the current and forthcoming CADEs; the
              Secretary; and the Treasurer.

              AMENDMENT APPROVED AT THE BUSINESS MEETING IN
              JUNE 2000 AND PASSED BY THE MEMBERSHIP IN A VOTE
              HELD IN JULY/AUGUST 2000:

              The number of trustees elected following each
              CADE conference will be increased from two to
              three, while maintaining their term at three
              CADE conferences, normally three years. This
              means that there will be a total of nine
              elected trustees instead of six. The number
              of elected trustees is currently six, and
              will increase by one at each trustee election
              following CADE 2000 until the total reaches
              nine.



Subsection 2.1       Nominations of Trustees

              Nominations for Trustee positions may be made by
              any member of CADE, in writing,
              to be received by the Trustees up to or during the
              next upcoming CADE conference
              business meeting.  Two members are required to
              make a nomination.  No member may
              make more than one nomination. To be eligible,
              nominees must be AAR members, must
              give their permission, and must meet the
              conditions set forth in x2.2 below. An election
              as described in x2.3 below will be held within
              thirty days of the business meeting for the
              purpose of selecting two nominees to become Trustees.



Subsection 2.2       Terms of Trustees; Three-Term Rule

              The elected Trustees shall have terms of office
              that begin with the election after the
              CADE conference business meeting at which they are
              nominated, and end with the
              third subsequent trustees election. No Trustee may
              serve three successive elected terms
              of office.  The current and forthcoming Program
              Chairs will be Trustees from their
              appointment until the end of the CADE they are
              chairing. The Secretary and Treasurer
              will be Trustees during their period of appointment.

Subsection 2.3       Election of Trustees

              Elected members of the Board of Trustees shall be
              elected via email by the entire CADE membership using the 
              ``Single Transferrable Vote'' system.
              The election will be held within thirty days of the
              business meeting that marks the close of nominations
              and shall be binding on the Trustees.

Subsection 2.4       Vacancies

              Trustee positions which become unexpectedly vacant
              due to resignation, death, or for
              other reasons, may be filled at the email election
              taking place subsequent to the following
              CADE conference, or in a Special Election.


Section 3.    Regular Meetings.

              A regular meeting of the Board of Trustees shall be held
              without other notice than this By-
              Law, immediately before, and at the same place as, the
              meeting of members.  The Board of
              Trustees may provide by resolution the time and place,
              either within or without the State of
              Illinois, for the holding of additional regular meetings
              of the Board without notice other than
              that resolution.


Section 4.    Special Meetings.

              A special meeting of the Board of Trustees may be called
              by any three Trustees. The Trustees
              calling a special meeting of the Board may fix any
              place, either within or without the State
              of Illinois as the place for holding any special meeting
              of the Board called by them.  The
              Trustees may hold meetings via electronic mail or in
              person, as they choose.


Section 5.    Notice.

              Notice of any special meeting of the Board of Trustees
              shall be given at least ten (10) days pre-
              viously thereto by written notice delivered personally
              or sent by mail, telegram, or computer
              network to each Trustee at his address as shown by the
              records of the corporation. If mailed,
              such notice shall be deemed to be delivered when
              deposited in the mail in a sealed envelope
              so addressed, with postage thereon prepaid.  If notice
              be given by computer network, each
              notice shall be deemed to be delivered when the message
              is accepted by the communications
              system.  Any Trustee may waive notice of any meeting.
              The attendance of a Trustee at any
              meeting shall constitute a waiver of notice of such
              meeting, except where a Trustee attends
              a meeting for the express purpose of objecting to the
              transaction of any business because the
              meeting is not lawfully called or convened.  Thus
              business to be transacted at the meeting
              need not be specified in the notice or waiver of notice
              of such meeting, unless specifically
              required by statute or by these By-Laws.


Section 6.    Quorum.

              A majority of the Board of Trustees shall constitute a
              quorum for the transaction of business
              at any meeting of the Board; but if less than a majority
              of the Trustees are present at said
              meeting, the Trustees present may adjourn the meeting
              from time to time without further
              notice for a period not to exceed six (6) months.


Section 7.    Manner of Acting.

              The act of a majority of the Trustees present at a
              meeting at which a quorum is present shall
              be the act of the Board of Trustees, unless the act of a
              greater number is required by law or
              by these By-Laws.


Section 8.    Compensation.

              Trustees as such shall not receive any stated salaries
              for their services, but by resolution of the
              Board of Trustees a sum for expenses of attendance, if
              any, may be allowed for attendance at
              any regular or special meeting of the Board; but nothing
              herein contained shall be construed
              to preclude any Trustee from serving the corporation in
              any other capacity and receiving
              compensation therefor.


Section 9.    Powers and Obligations

              The Board of Trustees shall have the following powers
              and obligations:


           a) Select the venues for future conferences.  The
              Board of Trustees shall retain the power
              to change a previously selected location, and the
              dates for a conference, except that any
              change should not delay the holding of a
              conference by more than 180 days.

           b) Select Program Chairs and Local Arrangement Chairs
              for future conferences. The Pro-
              gram Chairs will join the Board of Trustees.

           c) Replace, in the event of the death, resignation,
              removal, disqualification, or refusal to
              act of a Program Chair or Local Arrangements Chair.

           d) To disqualify by two-thirds, or a greater
              affirmative vote, a selected Program Chair or
              Local Arrangements Chair.

           e) If there are additional vacancies on the Board of
              Trustees, elect by a majority affirmative
              vote person or persons to fill such unexpired terms.

           f) Select two Trustees to serve on the Board of
              Directors of the Association for Automated Reasoning.


Section 10    Special Elections.

              The Trustees may at times choose to hold Special
              Elections.  A Special Election is defined
              as an election held between CADE conferences called to
              fill unexpected Trustee vacancies
              or decide issues relevant to CADE. A Special Election
              may be conducted by electronic mail
              and/or postal mail.  If the Special Election is held by
              electronic mail then the constituency
              shall be the members of the AAR with electronic mail
              access.  The nomination and voting
              rules will be the same as those for the Business Meeting
              as defined in Article III, x1 and
              Article IV x2.


Section 11    The Transitional Period.

              These bylaws shall go into effect 90 days after the
              close of the 1996 CADE conference.  The
              Trustees in office at that time shall be divided into a
              group of two whose terms of office expire
              at CADE-14, a group of two whose terms of office expire
              at CADE-15, and a group of two
              whose terms of office expire at CADE-16; any remaining
              Trustees' terms of office will expire
              when these bylaws go into effect.  The Trustees shall
              decide which of themselves belong to
              which of these groups.  When these bylaws go into
              effect, two Trustees shall be elected at
              each CADE conference.  All Trustees in office when these
              bylaws go into effect, and whose
              terms of office expire at CADE-14, will serve as
              non-voting Advisors to the Trustees for one
              year after CADE-14.  By "non-voting" is meant that the
              Advisors do not vote at Trustee
              meetings (unless they are serving a term of office as a
              Trustee).  Trustees whose terms of
              office expire at CADE-14, CADE-15, or CADE-16 may run
              for election when these bylaws
              go into effect.  If their election occurs during or at
              the expiration of one of their terms of
              office as a Trustee, then they shall be considered as
              entering their second term of office, for
              purposes of the three-term rule.  Otherwise, they shall
              be considered as entering their first
              term of office.  In general, Trustees in office when
              these bylaws go into effect are subject to
              the three-term rule.


                      ARTICLE V. OFFICERS


Section 1.    Officers.

              The officers of the corporation shall be the President,
              the Vice President, the Secretary, the
              Treasurer, and such other officers as may be selected in
              accordance with the provisions of
              this Article and of Article VI. Other officers shall
              have the authority and perform the duties
              prescribed, from time to time, by the Board of Trustees.


Section 2.    Election and Term of Office.

              The Secretary and the Treasurer of the corporation shall
              be selected by the Board of Trustees.
              The President and Vice President shall be elected by and
              from the Board of Trustees.  New
              offices may be created and filled at any meeting of the
              Board of Trustees.  The terms of the
              officers shall be for three CADE conferences, from the
              end of the n-th CADE conference at
              which they take office to the end of the (n+3)-th CADE
              conference.  Each officer shall hold
              office until his or her term as a Trustee or term of
              office has expired, whichever comes first,
              unless specifically removed for cause. Officers may
              serve for any number of consecutive terms
              of office.


Section 3.    Removal.

              The Trustees may vote at Trustee meetings to remove the
              President, Vice President, Secretary,
              or Treasurer from office at any time if, in their
              judgement, the best interests of the corporation
              shall be served by such removal.  For this a two-thirds
              majority of the Trustees in favor of
              removal is needed.  Such removal shall be without
              prejudice to the contract rights, if any, of
              the officer so removed.


Section 4.    Vacancies

              A vacancy in any office, because of death, resignation,
              removal, disqualification, or otherwise,
              (regardless of how the officer was initially selected),
              may be filled by the Board of Trustees
              by affirmative majority vote consistent with the other
              provisions of these By-Laws.


Section 5.    President.

              The President shall be the principal executive officer
              of the corporation and shall, in general,
              supervise and control the business and affairs of the
              corporation.  He or she shall preside
              at all meetings of the members and the Board of
              Trustees.  He or she may sign, with the
              Vice President, the Secretary, the Treasurer or any
              other proper officer of the corporation
              authorized by the Board of Trustees, any contracts or
              other instruments that the Board of
              Trustees has authorized to be executed, except in cases
              where the signing and execution
              thereof shall be expressly delegated by the Board of
              Trustees, or by these By-Laws, or by
              statute, to some other officer of or agent of the
              corporation; and, in general, he or she
              shall perform all duties incident to this office of
              President and such other duties as may be
              prescribed by the Board of Trustees from time to time.


Section 6.    Vice President.

              The Vice President will assist the President and will
              deputize for the President at meetings
              of the members or the Board of Trustees, when the
              President is not available; and, in general,
              perform all duties incident to the office of Vice
              President and such other duties as, from time
              to time, may be assigned to him or her by the President
              or by the Board of Trustees.


Section 7.    Secretary.

              The Secretary shall keep, or cause to be kept, the
              minutes of the meetings of the members and
              of the Board of Trustees; see that all notices are duly
              given in accordance with the provisions
              of these By-Laws or as required by law; be custodian of
              the corporate records; keep a register
              of the post office address of each member, which shall
              be furnished to the Secretary by such
              member; and, in general, perform all duties incident to
              the office of Secretary and such other
              duties as, from time to time, may be assigned to him or
              her by the President or by the Board
              of Trustees.


Section 8.    Treasurer.

              The Treasurer shall have charge and custody of and be
              responsible for all funds and securities
              of the corporation; receive and give receipts for monies
              due and payable to the corporation
              from any source whatsoever, and deposit all such monies
              in the name of the corporation
              in such banks, trust companies, or other depositaries as
              shall be selected by the Board of
              Trustees; and, in general, perform all duties incident
              to the office of Treasurer and such other
              duties as, from time to time, may be assigned to him or
              her by the President or by the Board
              of Trustees.

                  ARTICLE VI. COMMITTEES


Section 1.    Committees of Trustees.

              The Board of Trustees, by resolution adopted by an
              affirmative majority vote of the Trustees
              in office, may designate one or more committees, each of
              which shall consist of one or more
              Trustees, which committees, to the extent provided in
              its enabling resolution, shall have and
              exercise the authority of the Board of Trustees in the
              management of the corporation; but
              the designation of such committees and the delegation
              thereto of authority shall not operate
              to relieve the Board of Trustees, or any individual
              Trustee, of any responsibility imposed on
              it or him or her by law.


Section 2.    Conference Committee.

              The Conference Committee for each conference shall
              consist of its Program Chair, Local
              Arrangements Chair and the President, Secretary and
              Treasurer of the Corporation.  The
              Program Chair shall choose a Program Committee for the
              conference. The Conference Com-
              mittee may advise the Program Chair on the choice of the
              Program Committee. The Program
              Committee, under the supervision of the Program Chair,
              shall decide which submitted papers
              are accepted and rejected for the conference. Each
              Conference Committee shall be responsible
              for the planning and execution of its conference. It is
              empowered to establish subcommittees
              and enter into contractual relations to satisfy this
              purpose.  In particular, both the Program
              Chair and the Local Arrangements Chair will be
              responsible for managing the finances as-
              sociated with their part of the conference organization.
              They must keep accounts of these
              finances and these accounts must be approved by the
              Treasurer. The Treasurer will advance
              appropriate amounts of CADE Inc monies to the conference
              accounts and any profits made
              by the conference must be returned to CADE Inc at the
              end of the conference.


Section 3.    Other Committees.

              Other committees not having and exercising the authority
              of the Board of Trustees in the
              management of the corporation may be designated by a
              resolution adopted by a majority of
              the Trustees present at a meeting at which a quorum is
              present. Except as otherwise provided
              in such resolution, members of each such committee shall
              be members of the corporation, and
              the Trustees shall appoint the members thereof.  Any
              member thereof may be removed by
              the Trustees with a majority vote of a quorum if, in
              their judgment, the best interests of the
              corporation shall be served by such removal.


Section 4.    Term of Office.

              Each member of a committee shall continue as such until
              the next meeting of the members
              of the corporation and until his or her successor is
              appointed, unless the committee shall be
              sooner terminated, or unless such member be removed from
              such committee, or unless such
              member shall cease to qualify as a member thereof.


Section 5.    President.

              One member of each committee shall be appointed
              President by the person or persons au-
              thorized to appoint the members thereof.


Section 6.    Vacancies.

              Vacancies in the membership of any committee may be
              filled by appointments made in the
              same manner as provided in the case of the original appointments.


Section 7.    Quorum.

              Unless otherwise provided in the resolution of the Board
              of Trustees designating a committee,
              a majority of the whole committee shall constitute a
              quorum and the act of a majority of the
              members present at a meeting at which a quorum is
              present shall be the act of the committee.


Section 8.    Rules.

              Each committee may adopt rules for its own government
              not inconsistent with these By-Laws
              or with rules adopted by the Board of Trustees.


       ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1.    Contracts.

              The Board of Trustees may authorize any officer or
              officers, agent or agents of the corporation,
              in addition to the officers so authorized by these
              By-Laws, to enter into any contract or
              execute and deliver any instruments in the name of and
              on behalf of the corporation, and
              such authority may be general or confined to specific instances.


Section 2.    Checks, Drafts or Orders for Payment.

              All checks, drafts, or orders for the payment of money,
              notes, or other evidences of indebt-
              edness issued in the name of the corporation shall be
              signed by such officer or officers, agent
              or agents of the corporation and in such manner as
              shall, from time to time, be determined
              by resolution of the Board of Trustees. In the absence
              of such determination by the Board of
              Trustees, such instruments shall be signed by the
              Treasurer or by the President.


Section 3.    Deposits.

              All funds of the corporation shall be deposited from
              time to time to the credit of the cor-
              poration in such banks, trust companies, or other
              depositories as the Board of Trustees may
              select.


Section 4.    Gifts.

              The Board of Trustees may accept on behalf of the
              corporation any contribution, gift, bequest,
              or device for the general purposes or for any special
              purpose of the corporation.


               ARTICLE VIII. MISCELLANEOUS


Section 1.    Books and Records.

              The corporation shall keep correct and complete books
              and records of account and shall also
              keep minutes of the proceedings of its members, Board of
              Trustees, and committees having
              any of the authority of the Board of Trustees, and shall
              keep at the registered or principal
              office a record giving the names and addresses of the
              members entitled to vote. All books and
              records of the corporation may be inspected by any
              member, or his or her agent or attorney,
              for any proper purpose at any reasonable time.


Section 2.    Fiscal Year.

              The fiscal year of the corporation shall be as
              determined by law and a majority vote of the
              Board of Trustees.


Section 3.    Waiver of Notice.

              Whenever any notice is required to be given under the
              provisions of the General Non-Profit
              Corporation Law of Illinois or under the provisions of
              the Articles of Incorporation or the By-
              Laws of the corporation, a waiver thereof in writing
              signed by the person or persons entitled
              to such notice, whether before or after the time stated
              therein, shall be deemed equivalent to
              the giving of such notice.


                 ARTICLE IX. AMENDMENTS

Section 1.    Power of Members to Amend By-Laws.

              To amend (including repeal, add to, or replace) the
              bylaws, a simple majority at a CADE
              business meeting, or the Board of Trustees, may put such
              an amendment to the vote of the
              entire CADE membership.  The amendment passes if 30% of
              the membership votes, and
              two-thirds of those voting vote in favor.


Section 2.    Restrictions on Amendment of By-Laws

              The By-Laws of this corporation may only be amended,
              repealed, or added to, or new By-
              Laws adopted, as specified in the preceding Section,
              except as required by applicable local,
              county, state, national, or international laws. However,
              the Trustees may modify the address
              of this corporation as given in Article I, Section 1 at
              any time, without a vote of the members.