OF STREAMING MEDIA ALLIANCE, INC.
Offices, Election Term.
Board may elect or appoint a Chair, President, one or more Vice Chairs,
a Secretary and a Treasurer, and such other officers as it may
determine, and except as otherwise herein set forth, who have such
duties, powers and functions as hereinafter provided.
All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of members.
Each officer shall hold office for the term for which he is
elected or appointed and until his successor has been elected or
appointed and qualified.
Removal, Resignation, Salary.
officer elected or appointed by the Board may be removed by the Board
with or without cause. In
the event of the death, resignation or removal of an officer, the Board
in its discretion may elect or appoint a successor to fill the unexpired
term. Any two or more
offices may be held by the same person, except as prohibited by any
applicable law. The
compensation, if any, of all officers shall be fixed by the Board.
Chairman shall be the chief elected officer of the Alliance, and shall
preside at all meetings of the Board of Directors.
The Chairman shall direct the policies of the Alliance in concert
with the Executive Committee and the President, and shall serve as a
member of the Executive Committee.
President shall be the chief executive officer of the Alliance; he or
she shall preside at all meetings of the members; he or she shall have
the general management of the affairs of the Alliance, and shall see
that all orders and resolutions of the Board and of the Executive
Committee are carried into effect.
The President may designate the Executive Secretary or Executive
Director to carry out specified duties.
The President shall serve as a member of the Executive Committee.
the absence or disability of the Chairman, the Vice Chair, or if more
than one, the First Vice Chair, shall have all the powers and functions
of the Chair. Each Vice
Chair shall perform such other duties as the Board shall prescribe, and
shall manage the affairs of such Task Forces, Commissions, Committees
and Panels as the Board may direct.
The Treasurer shall have the care and custody of all the funds
and securities of the Alliance, and shall deposit said funds in the
name of the Alliance in such bank or trust company as the Directors
may elect; he or she shall, when duly authorized by the Board of
Directors, sign and execute all contracts in the name of the Alliance,
when countersigned by the Chairman, President or other officer
designated by the Board of Directors; he or she shall also sign all
checks, drafts, notes and orders for the payment of money, which shall
be duly authorized y the Board of Directors and shall be countersigned
by the designated Officer; he shall at all reasonable times exhibit
his books and accounts to any Director or member of the Alliance upon
application at the office of the Alliance during ordinary business
hours. At the end
of each corporate year, he or she shall have an audit of the accounts
of the corporation made by a committee appointed by the Chairman, and
shall present such audit in writing at the annual meeting of the
members, at which time he shall also present an annual report setting
forth in full the financial condition of the corporation.
of the Treasurer, the Assistant Treasurer, or if there are more than
one, the one so designated by the Secretary or by the Board, shall
have the powers and functions of the Treasurer.
The Administrator shall have the authority to establish bank
accounts and other financial instruments in the name of the Treasurer
or Assistant Treasurer if authorized by same.
The Secretary shall keep the minutes of the Board of Directors
and also the minutes of the members. He
or she shall have the custody of the Seal of the Corporation and shall
affix and attest the same to document when duly authorized by the
Board of Directors. He or
she shall attend to the giving and serving of all Notices of the
Alliance, and shall have charge of such books and papers as the Board
of Directors may direct; he or she shall attend to such correspondence
as may be assigned to him, and perform all the duties incidental to
his or her office. He
or she shall keep a membership roll containing the names,
alphabetically arranged, of all persons, who are members of the
Alliance, showing their addresses and the time when they became
During the absence or disability of the Secretary, the
Assistant Secretary, or if there be more than one, the one so
designated by the Secretary or by the Board, shall have all the powers
and function of the Secretary. The
Administrator shall provide such duties described in Section 7 if
authorized to exercise same by the Secretary or Assistant Secretary.
Sureties, Bonds and Indemnification.
Sureties and Bonds.
In case the Board shall so require, any officer or agent of the
Alliance shall execute to the Alliance a bond in such sum and with
such surety as the Board may direct, conditioned upon the faithful
performance of his or her duties to the Alliance and including
responsibility for negligence and for the accounting for all property,
funds or securities of the Alliance which may come into his or her
The Alliance may indemnify an Officer or Director, and may, by
resolution of the Board of Directors, indemnify an employee against
any and all expenses and liabilities actually and reasonably incurred
by him or imposed o him in connection with any claim, action, suit or
proceeding (whether actual or threatened, brought by or in the right
of the Alliance or otherwise, civil, criminal, administrative or
investigative, including appeals) to which he or she may be or is made
a party by reason of his or her being or having been an officer,
Director or employee of the Alliance; provided, however that there
shall be no indemnification in relation to matters as to which shall
be adjudged in such claim, action, suit or proceeding to be guilty of
a criminal offense or liable to the Alliance for damages arising out
of his or her own gross or wanton negligence in the performance of a
duty to the Alliance.
Expenses and Liabilities.
The Alliance may, by resolution of the Board of Directors,
indemnify an Officer, Director or employee for any expenses or
liabilities not otherwise indemnified by this Article VIII, Section
The terms of such indemnification as may be granted under this
Article shall be as determined by the Board in consultation with the