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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.