OF STREAMING MEDIA ALLIANCE, INC.
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.
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.