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BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

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Except as otherwise herein stated, the Bylaws may be adopted, amended or repealed by the members at the time they are entitled to vote on the election of Directors.  Bylaws may also be adopted, amended or repealed by the Board, subject to unanimous approval of the Executive Committee, but any Bylaw adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.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

If any Bylaw regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of Directors the Bylaw so adopted, amended or repealed, together with a concise statement of the changes made.