MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 1

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 1 MEDIA ALLIANCE BYLAWS Proposal to board 5-4-2012 Article I. Offices Section 1. Principal Office The principal office of Media Alliance is located in Alameda County, California. Article II Membership Section 1. Full Membership Membership shall be open to any individual upon acceptance of annual dues (or if complimentary or trade membership is arranged through Media Alliance Executive Director or Board action). Members shall be eligible to vote, to participate in all committees, to be on the Board of Directors, and to inspect the Media Alliance books of account. For voting purposes a membership must be active no later than seven (7) days prior to the beginning of voting. Section 2. Organizational Membership Organizational membership shall be open to any organization whose concerns correspond to those expressed in the Media Alliance Statement of Purpose upon payment of annual dues. No voting rights shall accompany organizational membership. Section 3. Dues The annual dues payable to Media Alliance by members shall be determined from time to time by resolution of the Board of directors. Section 4. Number of Members There is no limit on the number of members of Media Alliance. Section S. Non-liability of Members. No member of Media Alliance shall be personally liable for the debts, liabilities, or obligations of Media Alliance. Section 6. Nondiscrimination Media Alliance will not discriminate any way on the basis of sex, race, religion, national origin, age, sexual preference, or disability. Section 7. Termination of Membership An individual s membership in Media Alliance shall automatically terminate upon his or her request for termination delivered to the principal office of Media Alliance either personally or by mail (Membership will terminate upon the date of delivery or the request on the day it is mailed); (2) on his or her death; or (3) on his or her failure to pay dues when they become due. In this case termination will be effective upon the expiration date of their membership. Section 8. Rights on Termination of Membership All rights of a member in Media Alliance or in its property, if any, shall cease on termination of membership.

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 2 Article III. Meetings of Members Section 1. Annual Meetings The annual meeting of members will be held during the first quarter of each year. At this time members will meet with the Board of Directors, hear candidate statements, and may elect new directors. The Annual Meeting must be announced on the website of Media Alliance and in an email to all members who have provided an email address and by postal mail for members who have expressed a preference to receive their communications by postal mail at least two weeks before voting commences. Section 2. Special Meetings Special membership meetings may be called by the Executive Director or by petition of thirty Media Alliance members, any director of Media Alliance or by the Board of Directors. All special meetings require at least two weeks prior notice on the website of Media Alliance and in an email to all members who have provided an email address at least two weeks before it occurs. Section 3. Participation of the membership The purpose of the annual meeting is to provide face-to-face connection for the members and for the board to be accessible to the members. There is no express minimum attendance for the annual meeting. Members present at the annual meeting will be eligible to vote in person or by ballot on matters brought before the membership in accordance with these bylaws. Ballots may be submitted by postal mail and by appropriately secure electronic or digital participation methods determined by the Board. For an action of the membership to be valid no less than 30 members or 10% of the membership (whichever is lower) must have cast their ballots within seven (7) days preceding or following the date of the annual meeting.. In the event the minimum participation threshold is not met in the time required, the Board may elect interim candidates to serve until the next annual meeting or election. Section 4. Majority Action as Membership Action In balloting in which the minimum participation has been met (as established elsewhere in these bylaws) every act or decision made by a majority of those voting shall be taken as the act of the membership unless the law, the Articles of Incorporation of Media Alliance, or these bylaws specifically requires a greater number. Section 5. Voting Members shall be eligible to vote as described in Article II of these bylaws. Vote will be by ballot. The ballot may be filled out and returned in person, by postal mail or by secure digital communications. Specific requirements regarding the locations and methods of ensuring secure and accountable voting processes will be determined by the Board of Directors. The goal of the process is to generate the highest quality of participation. The selection of appropriate methods will take into account digital access challenges and in-person and low-tech options will be provided for members unable or unwilling to use digital methods. The Board will ensure that balloting is secure and that each member shall have only one ballot. Ballots will be received and tabulated by a committee selected by the board and the tabulation and its methodology will be made available to the membership upon request. Final results of any voting will be announced via the website and email to all members who have provided one and by postal mail to members who expressed a preference to receive communications by postal mail.

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 3 Article IV. Directors Section 1. Number" Media Alliance shall have no fewer than five and no more than 11 Directors who shall be known collectively as the Board of Directors. The majority of the Board at any given time must be composed of individuals actively engaged in activities directly related to the mission of Media Alliance. Section 2. Powers The Board of Directors shall exercise the powers of the corporation, control its property, and conduct its affairs except as otherwise provided by law, Section 3. Duties and Responsibilities _ The Board of Directors shall perform any and all duties imposed on them collectively or individually by law, by the Media Alliance Articles of Incorporation, or by these Bylaws. The Board shall be responsible for setting policy, including the general direction of programs; hiring and periodically evaluating the performance of the Executive Director or other paid staff as determined appropriate; supervising the implementation of policies; establishing and recognizing committees, and designating or confirming committee chairpersons. Section 4. Election of Directors Each year Directors will be elected by the members. In cases of contested elections with multiple candidates the candidates receiving the greatest number of votes will assume their positions on the Board at the Board's first regular meeting following the election. A member cannot vote more than once for the same candidate. In the event that Media Alliance staff number more than 8 individuals, the Board will include one member of the Media Alliance staff, other than the Executive Director should there be one, to be elected annually at a meeting of the staff at which a majority of staff are present. Section 5. Nominating Procedures and Qualifications Any individual who is a member in good standing of Media Alliance can run for election to the Board of Directors. To do so, he or she must first be nominated in one of two ways: (a) Nomination by the Board of Directors. The Board of Directors will establish a Nominations Committee that will review potential candidates and present a slate to the full Board for approval. Approved candidates will then be eligible for election by the general membership. In nominating candidates, -the Nominations Committee and the full Board of Directors should make every effort to assure that the communities of color and women are represented on the Board. In addition, candidates nominated by the Nominations Committee should represent a broad spectrum of people working in media and other activities directly related to the mission of Media Alliance. (b) Nomination by petition. Any member in good standing of Media Alliance may also be nominated for election to the Board by presenting a petition with the valid signatures of thirty (30) members of Media Alliance. Petitions are due in the Media Alliance office one month prior to an election period. Official petitions will be available in the Media Alliance office. The Nominating Committee will be responsible for certifying each candidate for election. Any candidate for the Board of Directors may submit a statement for publication on the Media Alliance website and email newsletters distributed to the members. Statements which are due by

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 4 2 weeks preceding the election are limited to 250 words or fewer. Section 6. Terms of Office Each Director shall be elected to a two year term of office beginning with the regular board meeting immediately following his or her election. Terms of office will be staggered so that approximately half of the board will face election each year. No Director shall receive compensation for his or her services as a director. However.reasonable out -of-pocket expenses may be reimbursed to any Board member at the discretion of the full Board. Section 7. Payment for Professional Services No member of the Board of Directors may be compensated for professional services performed for Media Alliance without the approval of the full Board. At no time can a majority of members. of the Board of Directors be receiving payment for professional services from the organization. Section 8. Place of Meeting The Board will designate a place for its meetings. In choosing locations, the Board shall be sensitive to the needs of the general membership and should attempt to hold meetings in places that are convenient and accessible to members. Section 9 Regular and Annual Meetings Regular quarterly meetings of the Board shall be held. The annual meeting of the Board shall coincide with the annual membership meeting. At this time the Board will report on its activities to the membership. Section 10. Special Meetings Special meetings of the Board of Directors can be called by the President of the Board or by any two individual Board members. Whenever a special meeting is held. every Board member must be given adequate notice of the time and place of the meeting. Section 11. Quorum A quorum shall consist of a majority of the Board of Directors. Section 12. Majority Action as Board Action In meetings of the Board at which a quorum is present, 'every act or decision made by ~ majority of those in attendance shall be taken as the act if the full Board unless the law, the Article of Incorporation of Media Alliance, or these bylaws specifically requires a greater number of votes for approval.' " Section 13. Conduct of Meetings The President of the Board of Directors shall preside over meeting of the Board. In his or her absence, the Vice-President will preside. The presidential succession, in cases of temporary absence of the President is the Vice President, the Treasurer, and the Secretary. In the absence of the President, the term "President?' shall be construed to apply in due turn to this succession of officers. The Secretary of the Board will take minutes and otherwise act as Secretary at all meetings of the Board; in his or her absence the presiding officer shall appoint another person to act as Secretary of the meeting. The rules contained in the current edition of "Robert's Rules of Order Newly Revised shall govern the Media Alliance in all cases where they are applicable and consistent with these bylaws and any special procedures adopted by the membership or Board of Directors.

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 5 Section 14. Action by Unanimous Written Consent Without Meeting., Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting. if two-thirds of the Board individually or collectively consent in writing to such action. and providing that the entire Board has been duly notified of the action. Such written consent or consents shall be filed with the minutes if the proceedings of the Board. Any action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law Which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Articles of Incorporation and Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority_ Section 15. Vacancies Vacancies on the Board of Directors shall exist (1) when any director either dies or resign; and (2) whenever the number of Directors is increased through the amendment of these Bylaws. The Board of Directors may declare vacant the office of a director (1) if he or she is declared of unsound mind by an order of court; or (2) if within sixty (60) days after notice of his or her election-to fill a vacancy he or she does not accept the office either in writing or by attending a meeting of the Board.. Vacancies caused by the death or resignation of a director. or by an amendment of these bylaws increasing the number of authorized directors shall be filled by nomination of the Nominations Committee of the Board and a majority vote of the full Board of Directors. A person elected to fill a vacancy as described above shall hold office until the next annual election of directors. Section 16 The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. Article V. Officers Section 1. Number of Officers Media Alliance shall have a President, a Vice-President, a Secretary, and a Treasurer. At the discretion of the Board, the organization may also have one or more additional Vice-Presidents, Assistant Secretaries, Assistant Treasurers, or other such officers. One person may hold two offices, except those of President and Secretary. Section 2. Qualification, Election, and Term of Office Officers must be members of the Board of Directors. Officers shall be chosen by a majority vote of the Board at the first regular meeting of the Board following the annual membership meeting. Officers will be elected for one-year terms. Section 3. Subordinate Officers The Board of Directors may appoint other officers or agents as it may deem desirable. The Board will stipulate the terms, authorities, and duties of such officers. Section 4. Removal and Resignation Any officer may be removed by a two-thirds vote of the full Board of Directors at any time, either with or without cause. Any officer may resign at any time by giving written notice to the Board of Directors ' the President or Secretary of the organization. Any such resignation shall take effect

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 6 on the day that the notice is received or at any alter date specified in the notice. Unless otherwise indicated in the notice of resignation, the Board of Directors does not have to approve the resignation in order for it to become effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of Media Alliance. Section 5. Vacancies Any vacancy shall be filled by the Board of Directors. Vacancies occurring in offices appointed at the discretion of the Board mayor may not be filled, as the Board shall determine. Section 6. Duties of President The President of the Board of Directors shall preside over meetings of the Board and membership meetings_ The President is to assure the integrity of Board process including effectiveness of meetings and the Board's adherence to its own rules. The President is accountable to the full Board of Directors_ Section 7. Duties of Vice-President The Vice President will act in the absence of the President. The Vice President will oversee the monitoring system established by the Board to ells.ire that the Executive Director is complying with Board policy and report to the Board on the outcome of the monitoring. Section 8. Duties.of Secretary The Secretary, by affixing his/her signature, shall attest formally to the legitimacy of Board documents _ The Secretary, is responsible for ensuring that Board documents are properly stored at the principal office of Media Alliance The Secretary also is responsible to the Board for reporting and noting any inconsistencies of Board actions and about any items that need to be acted upon from previous meetings. Section 9. Duties of Treasurer. The Treasurer is the chairperson of the finance Committee. The Treasurer is also responsible for ensuring Executive Director adheres to Board financial policies. Duties of the Treasurer neither lessen nor add to the Executive Director's accountability to (and only to) Board policies on fiscal conditions and budgeting. Section 10. Compensation No officer shall receive compensation for his or her services as an officer. However, reasonable out-of-pocket expenses may be reimbursed to any officer at the discretion of the full Board of Directors. Article VI Committees Section 1. ' Executive Committee The Board of Directors shall designate an Executive Committee, which will be chaired by the President The Committee must include at least one (1) other member of the Board in addition to the President. All members of the Executive Committee must be members of the Board of Directors, as required by law. The Board may delegate to the Executive Committee any of the powers and authority of the Board ill the management of the business and affairs of Media Alliance, provided that this delegation of authority does not operate to relieve the Board of Directors or any individual Director of any responsibility imposed on it or him or her by law, by the Articles of Incorporation, or by these Bylaws. By a majority vote of its members, the Board

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 7 may at any time revoke or modify any or all of the authority so delegated, increase or decrease (but not below two) the number of members of the committee, and fill vacancies from the members of the Board. The Committee shall establish rules and regulations for its meetings and meet when necessary. provided that a reasonable notice of all meeting is given to all members. All acts of the Committee must be approved by a vote or written consent of a majority of its members. The Committee shall keep regular minutes of its proceedings and report on them for the Board from time to time as the Board may require. Section 2. Standing and Ad Hoc Committees Media Alliance will have Standing and Ad Hoc Committees as designated by resolution of the Board of Directors. Standing Committees will be committees that the Board deems absolutely essential in carrying forward the activities of Media Alliance and its goals and purposes. Ad Hoc Committees will be recognized by the Board in response to issues or problems that arise from time to time and concern members of Media Alliance. Article VII Paid and Unpaid Staff Section 1. Staff The Board of Directors may determine to hire or appoint staff to carry out the work of Media Alliance as established by the Board. Staff may be paid or unpaid. Section 2. Hiring, Salary, Appraisal The compensation of the paid staff and the terms of employment will be determined by the Board, which will periodically evaluate staff performance. The Board will maintain a written personnel policy that may be revised from time to time to accurately reflect the organizational structure and responsibilities of the paid and unpaid staff. Article VII Publications Section 1. Domain of the Website" The domain address of the official website of Media Alliance shall be: media-alliance.org Section 2. Publications Committee The Board of Directors shall be the publishers of any publications that the organization publishes. Article IX. Execution of Instruments, Deposits and Funds Section 1. Execution of Instruments Except as otherwise provided in these By-laws, the Board of Directors may authorize any officer or agent of the organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization. Such authority may be general or confined to specific instances. Unless so authorized, 'no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount Section 2. Deposits All funds of Media Alliance shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the Treasurer may select

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 8 Section 3. Gifts The Board of Directors may accept, on behalf of the organization any contribution, gift, bequest, or devise for the general purposes or for any special purpose of Media Alliance. Article X. Records and Reports Section 1. Minutes of Meetings Media Alliance shall keep at its principal office, or at another place as the Board may order, a collection of minutes of all meetings of directors and members. These minutes should state the time and place of the meeting, whether it was a regular or special board meeting, and if it was special, how it was called. The Board minutes shall include a list of those present. Section 2. Books of Account Media Alliance shall keep and maintain adequate and correct accounts of the properties and business transactions, including account of assets, liabilities, receipts, disbursements, gains, and losses. Section 3. Inspection of Books All Directors shall have the absolute right to inspect, at any reasonable time, all books, records, documents of every kind, and the physical properties of the corporation. Article XI. Fiscal Year Section 1. Fiscal Year of Media Alliance The fiscal year of Media Alliance shall begin on the first day of January and end on the last day of December in each year. Article XII. Bylaws Section 1. Amendment Subject to any provision of law applicable to the amendment of By-laws of nonprofit corporations, these By-laws may be altered, amended, Or repealed and new By-laws adopted as follows: prospective changes may be suggested either by vote of the majority of the Board of Directors or by petition of thirty (30) members of Media Alliance; all amendments must then be ratified by majority vote of the membership using the voting procedures described in Article III Article XIII. Ethical Prohibitions Section 1~ Prohibition Against Sharing Corporate Profits and Assets No member, director, officer, employee, or other person connected with Media Alliance, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of Media Alliance. However, the provision-shall not prevent payment to any such person of reasonable compensation for services performed for Media Alliance in effecting any of its purposes as shall be fixed by resolution of the Board of Directors. In addition, no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of Media Alliance shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of Media Alliance, whether voluntarily or involuntarily, the assets of the organization, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed as required by the Articles of Incorporation of Media Alliance. Section 2. Prohibition

MEDIA ALLIANCE BYLAWS Proposal to Board May 4, 2012 9 of Conflict of Interest by Directors Any director who has a conflict of interest shall state that they have a conflict and excuse themselves from voting on that matter. Article XIV Respect for Workers Rights Should the staff of Media Alliance organize a union, Media Alliance will immediately recognize it and bargain in good faith.