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BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

ARTICLE VII

COMMITTEES, CHAPTERS AND TASK FORCES

Section 1.  Executive Committee.

As otherwise set forth in these Bylaws, an Executive Committee shall be established.  Subject to applicable provisions of law and to the direction of the Board of Directors, in the intervals between meetings of the Board, the Executive Committee may meet and may exercise the authority of the Board of Directors in the management of the property, affairs and business of the Alliance.  Except as otherwise provided in these Bylaws, a majority of the committee shall constitute a quorum thereof, and the acts of a majority at a meeting at which a quorum is present shall be acts of the committee.  Minutes of Executive Committee meetings shall be prepared; a copy shall be supplied to each Board member.

1.1     Executive Secretary.  An Executive Secretary (or ‘Executive Director’ with the same authority and duties) appointed by the President shall carry out the general and administrative policies of the Alliance as approved by the Board of Directors, or in the interim, as approved by the Executive Committee or the Chairman acting for the Executive Committee and/or the Board of Directors.

1.2     Administrator.  Esco Capital Management Company, Austin, Texas (hereinafter ‘the Administrator’), and or its assigns or successor(s), in perpetuity, shall serve as the Administrator of the Alliance for the purposes and duties established in these Bylaws, such purposes and duties deemed to be further established by Charter, or which shall be subsequently additional assigned or approved by the Executive Committee.  The duties of the Administrator shall be carried out by the President, who shall act in its name, and who shall be nominated by the Administrator, subject to election by the Board of Directors.

Section 2.  Other Committees.

2.1.    Designation.  The Board, by resolution adopted by a majority of the entire Board, may designate from among its members other committees, each consisting of three or more Directors.  Each such committee shall serve at the pleasure of the Board.

2.2.    Nominations Committee.  The Board may establish such Nominations Committees as it may deem necessary to maintain continuity of the Board.

2.3.    Other Nominations.  Nominees other than those submitted by a Nominating Committee may be proposed by any Member in good standing at an Annual Meeting, and if seconded, shall be voted upon at the same time as those nominated by a Nominating Committee, if any.   The nominees equal to the number of vacancies receiving the most votes at each Annual Meeting shall be declared elected, as long as each Principal Membership category shall be represented on the Board of Directors.

Section 3.   Task Forces and Other Entities.

3.1.   Formation.  The Alliance may create such entities within its structure as it feels are necessary or desirable to promote its purposes, provided that all such entities report to the Board of Directors and are so constituted and conduct their affair in such a manner as to consistent with the law, these Bylaws and the principles of balance, representation, openness and democratic function.

3.2.  Task Force Appointments.   The President of the Alliance shall appoint, subject to the approval of the Board of Directors, such individuals representing the appropriate interests, as officers of Permanent and special Task Forces, Committees and Panels under the auspices of the Alliance.

3.3.  Task Force Authority.   The Task Forces organized under the auspices of the Alliance may join forces with such individuals, entities, institutions, corporations, associations and/or governmental bodies and/or representatives thereof as may be necessary to accomplish their missions, and are authorized to gather and publish information and/or findings by any legal means available, including but not limited to the holding of official hearings where those presenting testimony may do so under oath or not, as such Task Forces may determine.   Each Task Force may also seek and apply independent sponsorships and findings, and may establish such advisory committees and/or advisory relationships or resources, establish Trusts or other entities necessary to achieve objectives established by its findings, and may, where necessary, in a mutual agreement with the Board, sever connections with the Alliance for such entities where association with such objectives and/or activities necessary to achieve such objectives may be deemed to jeopardize the Alliance’s non-profit status.

Section 4.   Chapters.

The Board of Directors shall have the authority to establish criteria and issue charters for such local and/or regional Chapters of the Alliance as it may elect to accept or form.

Section 5.  Reporting Responsibilities.

At each meeting of a Task Force, Panel, Committee, Chapter or other entity under the auspices of the Alliance, a Secretary shall be appointed, and it shall be the duty of the Secretary to transmit tot he President and to the Secretary of the Board minutes and/or a formal report of the meeting within five (5) days following.  Such report shall be distributed to all members asking to receive them, and remain available for open inspection.