BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

ARTICLE I

NAME AND LOCATION

Section 1.  Name.

The name of this corporation shall be Streaming Media Alliance, Inc.  (hereinafter the “Alliance”),  a not for profit corporation incorporated under laws of the State of Delaware.

Section 2.  Location

The principal office of the Alliance shall be in the city of New York in the county of New York in the State of New York.  The Alliance may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Alliance may require.

ARTICLE II

PURPOSES

Section 1.  Statement of Purpose.

The Streaming Media Alliance, Inc., is established as a research, reference, data, informational and resource tool for companies providing, using or enabling audio and video on the internet, their investors and vendors, to increase the opportunities for dialogue about the important issues impacting members and  participants.  Issues include bandwidth, technology, content distribution, regulatory developments and convergence.    An important mission for the Alliance is to help bridge the information gap between companies, websites, organizations and the media regarding the future of streaming media.  The Alliance, through its Administrator, provides programs which are designed to achieve these objectives.

ARTICLE III

MEMBERSHIP 

Section 1.  Qualifications for Membership.

Membership in the Alliance shall be available to all appropriate individuals, corporations, organizations and entities that meet the criteria established by the Bylaws and the Board of Directors.

Section 2.  Membership Dues and Admission.

2.1.     Established by Board.  Fees for all memberships shall be established by the Board of Directors.

2.2.     Waivers.  Dues may be waived by the Executive Committee.

 Section 3.  Removal and Resignation.

Membership shall continue automatically each year unless terminated.  Membership shall be terminated for non-payment of dues or failure to maintain membership ‘in good standing.’  A member may resign at any time.  The Executive Committee may suspend the good standing status for any Principal Member who fails to attend or participate in any Meeting requiring a Quorum, after having received a second Notice following a meeting where a Quorum was not present.  Such suspension shall take effect immediately thereon for such period as the Executive Committee may determine.  The Executive Committee may establish a Provisional Membership status for any General or Special Classification Member pending such Member meeting qualifications which may be set by the Executive Committee, and the Executive Committee may suspend or terminate any Special Classification Member who does not continue to meet the qualifications established for such Membership.

 Section 4.  Classification of Alliance Members.

4.1. Streaming Broadcaster.  Principal Membership is open to any company, website or organization originating and/or hosting streaming content meeting the criteria for membership established by the Bylaws and the Board of Directors.  Such entity shall designate an individual to cast its vote.

4.2. Streaming Distributor.   General Membership is open to any company or organization broadcasting streaming content hosted or originating off site.  Such entity shall designate an individual to cast its vote.

4.3. Individual.   Individual Membership is open to person meeting the criteria for membership established by the Bylaws and the Board of Directors.

4.4. Associate.  Associate Membership is open to any any company, website or organization providing technology, software, equipment, hosting or other products and services for streaming media meeting the criteria for membership established by the Bylaws and the Board of Directors.

4.5. Sponsor.  Sponsor Membership is open to any company, website or organization providing services in the streaming media community or making contributions in excess of the dues established for the other categories by the Board of Directors, and in amounts and for such purposes as are acceptable to the Board of Directors.   The Alliance may designate categories of Sponsoring Memberships and specify special privileges to honor such members.

Section 5.  Rights of Members.

5.1.  Election.  Alliance Members shall be elected in accordance with procedures established by the Board of Directors.

5.2.  Eligibility.  All Members in all Classifications above shall be eligible to serve, and may join and/or resign from such Task Forces, Commissions, Committees and Panels as may be established.

5.3.  Voting Rights.   All Principal and General Members in good standing shall have the right to vote.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1.  Annual Meeting.

The annual membership meeting of the Alliance shall be held in New York City in June of each year to coincide with industry events except that the Board may set another date and place if more convenient to members.  The initial annual meeting shall June 12, 2000, in New York City.   For subsequent meeting, the secretary shall cause to be mailed to every member in good standing at his or her address as it appears on the membership roll book of the Alliance a notice stating the time and place of the annual meeting.   All members shall provide the Alliance with a valid email address, and a notice sent via email shall constitute ‘notice’.

Section 2.  Regular Meetings.

Regular meetings of the Alliance shall be held at such times and places as the Board of Directors may decide, or upon petition to the Board by twenty (20%) percent of the members in good standing.

Section 3.  Quorums.

The presence of any membership meeting of not less than ten (10) members, or twenty (20%) percent of the members, whichever is the greater, shall constitute a quorum and shall be necessary to conduct the business of the Alliance; however, a lesser number may adjourn the meeting for a period of not more than fifty-two (52) weeks from the date scheduled by the Bylaws and the secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called.  A quorum as hereinbefore set forth shall be required at any adjourned meeting.

3.1. Membership Roll.   A membership roll showing the list of eligible voting members as of the record date, certified by the secretary of the Alliance, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the Alliance that such request shall be made at least ten (10) days prior to such meeting.  All persons appearing on such membership roll shall be entitled to vote at the meeting.

3.2. Special Meetings.   Special meetings of the Alliance may be called by the Directors.  The secretary shall cause a notice of such meeting to be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days but not more than fifty (50) days before the scheduled date of such meeting.   No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

3.3. Fixing Record Date.  For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members.  Such date shall not be more than fifty (50) nor less than ten (10) days before any such meeting, nor more than fifty (50) days prior to any other action.

Section 4.  Action by Members Without a Meeting.

4.1. Written Consent.  Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by approval of the Directors and subsequently, by the Members by written consent, setting forth the action so taken, signed by a majority of the members electing to vote thereon. An email transmission bearing an email address certified to and on file with the secretary shall also serve as such a signature.

4.2. Proxies.  Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.  Every proxy must be signed by the member or his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

4.3. Order of Business.   The order of business at all meetings of members shall be as follows, subject to a two-thirds (2/3rds) vote to change the order:

      1.      Roll call.
2.      Reading of the minutes of the preceding meeting.
3.      Reports of officers.
4.      Reports of committees and Task Forces.
5.      Old and unfinished business.
6.      New business.
7.      Good and welfare.
8.      Adjournment

ARTICLE V

BOARD OF DIRECTORS

Section 1.  Composition and Executive Committee.

The Board of Directors shall consist of not less than three (3) nor more than nine (9) members.  Three (3) members shall be elected upon nomination by the Founding Members (incorporators), and shall also serve as members of the Executive Committee. The Executive Committee shall be composed of the Chair, the Immediate Past Chair and the President, except that the initial Executive Committee shall be appointed by the Administrator, and the Executive Committee formed after the first annual meeting of members in June, 2000, shall be composed of the Chair, a Vice Chair and the President.  Any member of the Executive Committee may nominate another individual to act in his or her stead, subject to acceptance by the remaining member(s) of the Executive Committee.  The number of Directors may be increased or decreased by vote of the members or by a majority of all the Directors, subject to approval of the Executive Committee.  No decrease in number or Directors shall shorten the term of any incumbent Director.

Section 2.  Qualifications.

2.1. Principal and General Member Representatives.  The Board shall Principal and General Members in good standing.  

Section 3.  Term of Office.

Individuals shall be elected or appointed for a two-year term, except the initial terms for one half of those elected or appointed as of June, 2000, shall be for a period of one (1) year,   Such one year designations shall be decided by lot after the election of officers.  An individual selected by the Board as Vice Chairman shall not be included in the one year lot.

Section 4.  Appointment and Election Procedure.

Members with Voting Rights shall elect all members of the Board of Directors at each Annual Meeting at which an election is scheduled, and the Members may from time to time fix alternate systems for election.

Section 5.  Seating of New Board Members.

Newly elected Board members shall be seated at the Annual Meeting or at the next called Board meeting following their appointment or election.  Each Board member shall continue to serve until their successor has been elected.

Section 6.  Removal or Resignation.

Any or all of the Directors may be removed for cause by vote of the members and approval of the Executive Committee.   A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Alliance.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 7.  Vacancies.

When a vacancy occurs during the term of office of an elected Director, the Board may, by majority vote of the Directors at a duly called meeting of the Board, elect a successor, representing the same class of membership as the vacating member, to serve for the remainder of the vacated term.

Section 8.  General Power and Duties.

The direction, control, and management of the affairs, property and funds of the Alliance shall be vested in the Board of Directors, which shall pursue such policies and exercise such functions and responsibilities as shall be in accord with and in furtherance of the purposes and objectives of the Alliance, the Articles of Incorporation, these Bylaws, and the applicable statutes of the United States, the countries in which such functions are exercised or implemented and the State of Texas.   All decisions affecting the funds and property of the Alliance shall be validated by vote of the Executive Committee, and may be temporarily suspended by the Chairman or President until a vote of the Board of Directors may be taken, and if so deemed by the Chairman or President, a vote of the General Membership may be taken.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS AND VOTING

Section 1.  Annual Meeting.

The Annual Meeting of the Board of Directors shall be held immediately following the annual meeting of members at the place of such annual meeting.

Section 2.  Meetings.

Meetings of the Board of Directors, in addition to the Annual Meeting, shall be held at times and places as the Board may from time to time determine.

Section 3.  Notice of Meetings.

3.1.        Regular Meetings.  Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine.

3.2.        Special Meetings.  Special meeting of the Board shall be held upon Notice to the Directors and may be called by the President or Chair upon three days’ notice to each Director either personally or by mail or by facsimile or electronic transmission; special meetings shall be called by the President or by the Secretary in like manner upon written request of two Directors or by the Chair.  Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of such notice.

Section 4.  Organization of Directors' Meetings.

Meetings of the Board of Directors shall be convened by the Chair or acting Chair chosen by the Board.  In the absence of the Secretary, the Chair shall appoint an acting Secretary for the meeting.

Section 5.  Records of Meetings.

Minutes for all meetings will be prepared and a copy shall be supplied to each member of the Board.

Section 6.  Quorum, Transactions, Adjournment.

At meetings of the Board of Directors, the presence of a simple majority of the Directors then serving shall constitute a quorum for the transaction of business and the actions of a majority of the Directors voting shall be the acts of the Board.   A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given to all Directors who were absent at the time of the Adjournment.   Meetings of the Board of Directors may be recessed at any time and a meeting of the Executive Committee may be called by any member of the Executive Committee present as necessary to validate any actions of the Board as required by these Bylaws.

Section 7.  Parliamentary Procedures.

The rules set forth in the current edition of Robert’s Rules of Order, Newly Revised, shall govern in all cases where not in conflict with the Bylaws and any special rules or orders that the Alliance may adopt.  Where any dispute arises, the General Counsel to the Alliance shall rule as parliamentarian, and his or her decision shall be final.

ARTICLE VII

COMMITTEES, CHAPTERS AND TASK FORCES

Section 1.  Executive Committee.

As otherwise set forth in these Bylaws, an Executive Committee shall be established.  Subject to applicable provisions of law and to the direction of the Board of Directors, in the intervals between meetings of the Board, the Executive Committee may meet and may exercise the authority of the Board of Directors in the management of the property, affairs and business of the Alliance.  Except as otherwise provided in these Bylaws, a majority of the committee shall constitute a quorum thereof, and the acts of a majority at a meeting at which a quorum is present shall be acts of the committee.  Minutes of Executive Committee meetings shall be prepared; a copy shall be supplied to each Board member.

1.1     Executive Secretary.  An Executive Secretary (or ‘Executive Director’ with the same authority and duties) appointed by the President shall carry out the general and administrative policies of the Alliance as approved by the Board of Directors, or in the interim, as approved by the Executive Committee or the Chairman acting for the Executive Committee and/or the Board of Directors.

1.2     Administrator.  Esco Capital Management Company, Austin, Texas (hereinafter ‘the Administrator’), and or its assigns or successor(s), in perpetuity, shall serve as the Administrator of the Alliance for the purposes and duties established in these Bylaws, such purposes and duties deemed to be further established by Charter, or which shall be subsequently additional assigned or approved by the Executive Committee.  The duties of the Administrator shall be carried out by the President, who shall act in its name, and who shall be nominated by the Administrator, subject to election by the Board of Directors.

Section 2.  Other Committees.

2.1.    Designation.  The Board, by resolution adopted by a majority of the entire Board, may designate from among its members other committees, each consisting of three or more Directors.  Each such committee shall serve at the pleasure of the Board.

2.2.    Nominations Committee.  The Board may establish such Nominations Committees as it may deem necessary to maintain continuity of the Board.

2.3.    Other Nominations.  Nominees other than those submitted by a Nominating Committee may be proposed by any Member in good standing at an Annual Meeting, and if seconded, shall be voted upon at the same time as those nominated by a Nominating Committee, if any.   The nominees equal to the number of vacancies receiving the most votes at each Annual Meeting shall be declared elected, as long as each Principal Membership category shall be represented on the Board of Directors.

Section 3.   Task Forces and Other Entities.

3.1.   Formation.  The Alliance may create such entities within its structure as it feels are necessary or desirable to promote its purposes, provided that all such entities report to the Board of Directors and are so constituted and conduct their affair in such a manner as to consistent with the law, these Bylaws and the principles of balance, representation, openness and democratic function.

3.2.  Task Force Appointments.   The President of the Alliance shall appoint, subject to the approval of the Board of Directors, such individuals representing the appropriate interests, as officers of Permanent and special Task Forces, Committees and Panels under the auspices of the Alliance.

3.3.  Task Force Authority.   The Task Forces organized under the auspices of the Alliance may join forces with such individuals, entities, institutions, corporations, associations and/or governmental bodies and/or representatives thereof as may be necessary to accomplish their missions, and are authorized to gather and publish information and/or findings by any legal means available, including but not limited to the holding of official hearings where those presenting testimony may do so under oath or not, as such Task Forces may determine.   Each Task Force may also seek and apply independent sponsorships and findings, and may establish such advisory committees and/or advisory relationships or resources, establish Trusts or other entities necessary to achieve objectives established by its findings, and may, where necessary, in a mutual agreement with the Board, sever connections with the Alliance for such entities where association with such objectives and/or activities necessary to achieve such objectives may be deemed to jeopardize the Alliance’s non-profit status.

Section 4.   Chapters.

The Board of Directors shall have the authority to establish criteria and issue charters for such local and/or regional Chapters of the Alliance as it may elect to accept or form.

Section 5.  Reporting Responsibilities.

At each meeting of a Task Force, Panel, Committee, Chapter or other entity under the auspices of the Alliance, a Secretary shall be appointed, and it shall be the duty of the Secretary to transmit tot he President and to the Secretary of the Board minutes and/or a formal report of the meeting within five (5) days following.  Such report shall be distributed to all members asking to receive them, and remain available for open inspection.

ARTICLE VIII

OFFICERS

Section 1.  Offices, Election Term.

The Board may elect or appoint a Chair, President, one or more Vice Chairs, a Secretary and a Treasurer, and such other officers as it may determine, and except as otherwise herein set forth, who have such duties, powers and functions as hereinafter provided.   All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of members.  Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

Section 2.  Removal, Resignation, Salary.

Any officer elected or appointed by the Board may be removed by the Board with or without cause.  In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.  Any two or more offices may be held by the same person, except as prohibited by any applicable law.  The compensation, if any, of all officers shall be fixed by the Board.

Section 3.  Chairman.

The Chairman shall be the chief elected officer of the Alliance, and shall preside at all meetings of the Board of Directors.  The Chairman shall direct the policies of the Alliance in concert with the Executive Committee and the President, and shall serve as a member of the Executive Committee.

Section 4.  President.

The President shall be the chief executive officer of the Alliance; he or she shall preside at all meetings of the members; he or she shall have the general management of the affairs of the Alliance, and shall see that all orders and resolutions of the Board and of the Executive Committee are carried into effect.   The President may designate the Executive Secretary or Executive Director to carry out specified duties.  The President shall serve as a member of the Executive Committee.

Section 5.  Vice Chair(s).

During the absence or disability of the Chairman, the Vice Chair, or if more than one, the First Vice Chair, shall have all the powers and functions of the Chair.  Each Vice Chair shall perform such other duties as the Board shall prescribe, and shall manage the affairs of such Task Forces, Commissions, Committees and Panels as the Board may direct.

Section 6.  Treasurer.

6.1      Custody of Funds.   The Treasurer shall have the care and custody of all the funds and securities of the Alliance, and shall deposit said funds in the name of the Alliance in such bank or trust company as the Directors may elect; he or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Alliance, when countersigned by the Chairman, President or other officer designated by the Board of Directors; he or she shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized y the Board of Directors and shall be countersigned by the designated Officer; he shall at all reasonable times exhibit his books and accounts to any Director or member of the Alliance upon application at the office of the Alliance during ordinary business hours.   At the end of each corporate year, he or she shall have an audit of the accounts of the corporation made by a committee appointed by the Chairman, and shall present such audit in writing at the annual meeting of the members, at which time he shall also present an annual report setting forth in full the financial condition of the corporation.

6.2       Assistant Treasurer(s).   Disability of the Treasurer, the Assistant Treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have the powers and functions of the Treasurer.  The Administrator shall have the authority to establish bank accounts and other financial instruments in the name of the Treasurer or Assistant Treasurer if authorized by same.

Section 7.  Secretary.

7.1     Minutes.  The Secretary shall keep the minutes of the Board of Directors and also the minutes of the members.  He or she shall have the custody of the Seal of the Corporation and shall affix and attest the same to document when duly authorized by the Board of Directors.  He or she shall attend to the giving and serving of all Notices of the Alliance, and shall have charge of such books and papers as the Board of Directors may direct; he or she shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his or her office.   He or she shall keep a membership roll containing the names, alphabetically arranged, of all persons, who are members of the Alliance, showing their addresses and the time when they became members.

7.2      Assistant Secretary(ies).  During the absence or disability of the Secretary, the Assistant Secretary, or if there be more than one, the one so designated by the Secretary or by the Board, shall have all the powers and function of the Secretary.  The Administrator shall provide such duties described in Section 7 if authorized to exercise same by the Secretary or Assistant Secretary.

Section 8.  Sureties, Bonds and Indemnification.

8.1  Sureties and Bonds.  In case the Board shall so require, any officer or agent of the Alliance shall execute to the Alliance a bond in such sum and with such surety as the Board may direct, conditioned upon the faithful performance of his or her duties to the Alliance and including responsibility for negligence and for the accounting for all property, funds or securities of the Alliance which may come into his or her hands.

 8.2  Indemnification.  The Alliance may indemnify an Officer or Director, and may, by resolution of the Board of Directors, indemnify an employee against any and all expenses and liabilities actually and reasonably incurred by him or imposed o him in connection with any claim, action, suit or proceeding (whether actual or threatened, brought by or in the right of the Alliance or otherwise, civil, criminal, administrative or investigative, including appeals) to which he or she may be or is made a party by reason of his or her being or having been an officer, Director or employee of the Alliance; provided, however that there shall be no indemnification in relation to matters as to which shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Alliance for damages arising out of his or her own gross or wanton negligence in the performance of a duty to the Alliance.

8.1.1        Other Expenses and Liabilities.   The Alliance may, by resolution of the Board of Directors, indemnify an Officer, Director or employee for any expenses or liabilities not otherwise indemnified by this Article VIII, Section 8.2.

8.1.2          Terms of Indemnification.   The terms of such indemnification as may be granted under this Article shall be as determined by the Board in consultation with the General Counsel.

ARTICLE IX

LICENSING & ADMINSTRATIVE RIGHTS

Section 1.  Licensing and Rights.

Certain properties – trademarks, copyrights, programs, names, titles, forums, special membership designations and other entitlements developed by and for Alliance shall remain the property of the Alliance.

Section 2.  Administrative Duties.

The Administrator, and/or its assigns or successors, shall serve as Administrator of the Alliance in perpetuity, performing such duties and functions as otherwise set out in these Bylaws.   The Administrator, may solely determine at any time that it is in its interests to relinquish such authority or to assign such rights as it deems reasonable or expedient. 

Section 3.  Assignment in Perpetuity.

All provisions of these Bylaws relating to duties, functions, authority or rights exercised by The Administrator, are deemed to be assigned by Charter, in perpetuity to The Administrator, an entity established for such purposes by The Administrator and/or its successors or assigns.   No subsequent Membership, Board, legal or other action shall withdraw or otherwise have the effect or in any way infringing upon such right and authority of The Administrator, to carry out the provisions of this Article in perpetuity.

ARTICLE X

AMENDMENTS

Section 1.  Adoption, Amendment, Repeal.

Except as otherwise herein stated, the Bylaws may be adopted, amended or repealed by the members at the time they are entitled to vote on the election of Directors.  Bylaws may also be adopted, amended or repealed by the Board, subject to unanimous approval of the Executive Committee, but any Bylaw adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.

Section 2.  Notice of Changes.

ARTICLE XI

SEAL OF THE CORPORATION

Section 1.  The Seal.

The Seal of the Corporation shall be as follows:

(to be added later)