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BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS AND VOTING

Section 1.  Annual Meeting.

The Annual Meeting of the Board of Directors shall be held immediately following the annual meeting of members at the place of such annual meeting.

Section 2.  Meetings.

Meetings of the Board of Directors, in addition to the Annual Meeting, shall be held at times and places as the Board may from time to time determine.

Section 3.  Notice of Meetings.

3.1.        Regular Meetings.  Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine.

3.2.        Special Meetings.  Special meeting of the Board shall be held upon Notice to the Directors and may be called by the President or Chair upon three daysí notice to each Director either personally or by mail or by facsimile or electronic transmission; special meetings shall be called by the President or by the Secretary in like manner upon written request of two Directors or by the Chair.  Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of such notice.

Section 4.  Organization of Directors' Meetings.

Meetings of the Board of Directors shall be convened by the Chair or acting Chair chosen by the Board.  In the absence of the Secretary, the Chair shall appoint an acting Secretary for the meeting.

Section 5.  Records of Meetings.

Minutes for all meetings will be prepared and a copy shall be supplied to each member of the Board.

Section 6.  Quorum, Transactions, Adjournment.

At meetings of the Board of Directors, the presence of a simple majority of the Directors then serving shall constitute a quorum for the transaction of business and the actions of a majority of the Directors voting shall be the acts of the Board.   A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given to all Directors who were absent at the time of the Adjournment.   Meetings of the Board of Directors may be recessed at any time and a meeting of the Executive Committee may be called by any member of the Executive Committee present as necessary to validate any actions of the Board as required by these Bylaws.

Section 7.  Parliamentary Procedures.

The rules set forth in the current edition of Robertís Rules of Order, Newly Revised, shall govern in all cases where not in conflict with the Bylaws and any special rules or orders that the Alliance may adopt.  Where any dispute arises, the General Counsel to the Alliance shall rule as parliamentarian, and his or her decision shall be final.