OF STREAMING MEDIA ALLIANCE, INC.
CHAPTERS AND TASK FORCES
1. Executive Committee.
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
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.
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.
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.
The Board may establish such Nominations Committees as it may
deem necessary to maintain continuity of the Board.
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.
Task Forces and Other Entities.
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.
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.
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.
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.
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.