OF STREAMING MEDIA ALLIANCE, INC.
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
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.
Statement of Purpose.
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.
Section 1. Qualifications for 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.
2. Membership Dues and Admission.
3. Removal and Resignation.
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.
4. Classification of Alliance Members.
5. Rights of Members.
1. Annual Meeting.
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’.
2. Regular Meetings.
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.
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
4. Action by Members Without a Meeting.
BOARD OF DIRECTORS
1. Composition and Executive Committee.
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
3. Term of Office.
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.
4. Appointment and Election Procedure.
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.
5. Seating of New Board Members.
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.
6. Removal or Resignation.
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
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.
8. General Power and Duties.
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.
MEETINGS OF THE BOARD OF DIRECTORS AND VOTING
1. Annual Meeting.
Annual Meeting of the Board of Directors shall be held immediately
following the annual meeting of members at the place of such annual
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.
3. Notice of Meetings.
4. Organization of Directors' 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.
5. Records of Meetings.
for all meetings will be prepared and a copy shall be supplied to each
member of the Board.
6. Quorum, Transactions, Adjournment.
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.
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.
COMMITTEES, CHAPTERS AND TASK FORCES
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.
Task Forces and Other Entities.
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.
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.
Offices, Election Term.
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.
Removal, Resignation, Salary.
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.
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.
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.
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.
Sureties, Bonds and Indemnification.
LICENSING & ADMINSTRATIVE RIGHTS
Licensing and Rights.
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.
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.
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.
Adoption, Amendment, Repeal.
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.
SEAL OF THE CORPORATION
Section 1. The Seal.
The Seal of the Corporation shall be as follows:
(to be added later)