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BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

ARTICLE V

BOARD OF DIRECTORS

Section 1.  Composition and Executive Committee.

The 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 Director.

Section 2.  Qualifications.

2.1. Principal and General Member Representatives.  The Board shall Principal and General Members in good standing.  

Section 3.  Term of Office.

Individuals 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.

Section 4.  Appointment and Election Procedure.

Members 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.

Section 5.  Seating of New Board Members.

Newly 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.

Section 6.  Removal or Resignation.

Any 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 effective.

Section 7.  Vacancies.

When 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.

Section 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.