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BYLAWS OF STREAMING MEDIA ALLIANCE, INC.

ARTICLE VIII

OFFICERS

Section 1.  Offices, Election Term.

The 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.

Section 2.  Removal, Resignation, Salary.

Any 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.

Section 3.  Chairman.

The 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.

Section 4.  President.

The 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.

Section 5.  Vice Chair(s).

During 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.

Section 6.  Treasurer.

6.1      Custody of Funds.   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.

6.2       Assistant Treasurer(s).   Disability 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.

 

Section 7.  Secretary.

7.1     Minutes.  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 members.

7.2      Assistant Secretary(ies).  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.

Section 8.  Sureties, Bonds and Indemnification.

8.1  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 hands.

 8.2  Indemnification.  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.

8.1.1        Other 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 8.2.

8.1.2          Terms of Indemnification.   The terms of such indemnification as may be granted under this Article shall be as determined by the Board in consultation with the General Counsel.