OF STREAMING MEDIA ALLIANCE, INC.
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
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.
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.
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.
4. Action by Members Without a Meeting.
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.
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
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.
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:
Reading of the minutes of the preceding meeting.
Reports of officers.
Reports of committees and Task Forces.
Old and unfinished business.
Good and welfare.