ERMA By-Laws

A California Non-profit Corporation (Revised February 10, 2005)

NAME AND PRINCIPAL OFFICE

Section 1. NAME:

The name of this organization shall be the Entertainment Resources & Marketing Association (E.R.M.A.) hereafter referred to as the “Association.” Section 2. PRINCIPAL OFFICE. The principal office for the Association is hereby fixed at 2315 28th Street, #204, Santa Monica, CA 90405. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county.

PURPOSE

Section 1. THE PURPOSE OF THE ORGANIZATION. ERMA is the entertainment industry’s association for product placement agencies whose members represent corporations for the express purpose of handling branded integration, product placement and promotions for feature films, television and music videos. ERMA’s membership ranges from film and television executives to agencies representing products to corporate in-house marketing departments.

Section 2. MISSION STATEMENT. The Association’s purpose is to set and uphold the highest level of business standards and to lead its members in creating new and innovative brand integration strategies.

Section 3. CODE OF STANDARDS AND ETHICS. The Association Code of Ethics is as follows:

A. A member shall exemplify high standards of honesty and integrity while carrying out obligations to a client or employer.

B. A member shall deal fairly with past or present clients or employers and with fellow practitioners, giving due respect to the ideal of free inquiry and to the opinions of others.

C. A member shall adhere to the highest standards of accuracy and truth, avoiding extravagant claims or unfair comparisons and taking credit for ideas and projects borrowed from others.

D. A member shall not knowingly disseminate false or misleading information and shall act promptly to correct erroneous communications for which he or she is responsible.

E. A member shall not guarantee the achievement of specified results beyond the member’s direct control.

F. A member shall not represent conflicting or competing interests without the express consent of those concerned, given after full disclosure of the facts.

G. A member shall not accept fees, commissions, gifts or any other consideration from anyone except clients or employers for whom services are performed, without their express consent, given after full disclosure of the facts.

H. A member shall scrupulously safeguard the confidences and privacy rights of present, former, and prospective clients or employers.

I. A member shall not intentionally, or knowingly, damage the professional reputation or practice of another practitioner.

J. If a member has evidence that another member has been guilty of unethical, illegal, or unfair practices, including those in violation of this code, the member is obligated to present the information promptly to the Ethics Committee within the Association, for investigation and possible action.

K. A member called as a witness in a proceeding for enforcement of this code is obligated to appear, unless excused for sufficient reason by the Ethics Committee.

L. A member shall, as soon as possible, sever relations with any organizations or individual if such relationship requires conduct contrary to the articles of this code.

MEMBERSHIP

Section 1. MEMBERSHIP:

Membership of the Association shall consist of an Agency, Studio/Network/Production Company or Corporation engaged in the business of entertainment marketing. The membership includes organizations that primarily:

A. Place products or ideas in entertainment properties.

B. Utilize products or ideas in their entertainment properties.

C. Operate departments or assign personnel to conduct negotiations, secure, distribute and promote such products or brands.

Section 2. CONDITIONS AND QUALIFICATIONS OF MEMBERSHIP:

Qualifications for each member as well as voting and other rights and privileges shall be as follows:

A. Any Agency, Studio/Network/Production Company or Corporation desiring to be a member shall complete a membership application.

B. To become a member of the Association, one must have been in business for at least one year with two current clients and must submit a formal request for membership on company letterhead, and enclose two letters of recommendation from Members in Good Standing.

C. Prospective members must agree to abide by the Association Bylaws and Code of Ethics.

Section 3. VOTING:

Membership in the Association shall be in the name of the company or organization. Voting rights shall be exercised by only one official in the Agency, Studio/Network/Production Company or Corporation or their proxy. Each Member in Good Standing shall be entitled to one vote in person or by proxy, on each matter submitted to a vote of the membership.

Section 4. ELECTION OF MEMBERS:

Members of the Association shall be elected by the Board of Directors as per the Articles of Membership. The Board of Directors may terminate any membership for cause, including non-payment of dues.

Section 5. RESIGNATION OF MEMBERSHIP:

A Member in Good Standing may resign by filing a written resignation with the Secretary, however, such resignation shall not relieve that member of any obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 6. FAILURE OF PAYMENT OF DUES:

A member who fails to pay the annual dues after ninety (90) days from the final due date shall, upon direction of the Board of Directors and written notice from the Association, be dropped from the roll, and shall thereupon forfeit all rights and privileges in the Association, but shall remain liable to the Association for dues and obligations accrued prior to two thirds vote of the Board of Directors and then only provided that due notice of such pending expulsion or suspension shall be given in writing to the member at least twenty (20) days prior to the meeting of the Board of Directors at which time the matter will be considered.

Section 7. CONDUCT:

No Member shall engage in any conduct which is prejudicial to the best interests of this Association, its Code of Ethics or the entertainment marketing profession. Any member found by the Ethics Committee, after opportunity for hearing, to have violated, or acted in disregard of, an obligation of membership shall be subject to disciplinary action, including expulsion from membership, as the Ethics Committee may deem appropriate in the circumstances.

ANNUAL DUES

Section 1. DUES:

Annual dues of members shall be established by the Board of Directors and shall be payable on written notice from the Treasurer. Dues are payable at the end of the fiscal year for the following year. The fiscal year will be from January 1 through December 31.

MEETINGS OF MEMBERS

Section 1. DATE, TIME, AND PLACE OF MEETINGS:

Regular meetings of the Association shall be designated by the Board of Directors and occur at least four times a year.

Section 2. NOMINATION AND ANNUAL MEETING:

During the August meeting, a Nominating Committee of three (3) Members in Good Standing shall be formed to create a slate of officers/directors.

During the October general meeting, the Nominating Committee shall submit a slate of at least one candidate to replace each outgoing officer. The President, or officer residing in his/her stead, shall then call for nominations from the floor for additional officer/director candidates. Nominations may be made only by voting Members in Good Standing. Written notice of these meetings shall be mailed to all members at least ten (10) days prior to the October meeting.

Officers shall be elected by written ballot. The Nominating Committee shall mail ballots to voting members by November 1. The ballots shall be returned by regular mail to the Committee by November 30, which will count the ballots and report the results to the Board of Directors for certification. The election results will be then announced to the membership at the annual members meeting held on or before December 31. Written notice of each annual meeting shall be given to each voting Member in Good Standing.

Section 3. SPECIAL MEETINGS:

Special meetings of the members may be called by the President or Board of Directors of one-fifth of the voting Members in Good Standing. Written notice of such meetings will be mailed to all voting Members in Good Standing at least ten (10) days prior to the meeting and shall state the purpose of the meeting.

Section 4. QUORUM:

Presence in person or by proxy of ten (10) members of the Association’s Members in Good Standing shall constitute a quorum for the transaction of business. No business may be transacted in the absence of a quorum.

DIRECTORS

Section 1. DIRECTOR OFFICES.:

The Board of Directors shall conduct business of the Association, make rules and regulations consistent with the Bylaws, Articles of Incorporation and applicable California laws.

Section 2. NUMBER OF DIRECTORS:

The authorized number of directors shall be six unless changed by amendment of the Articles of Incorporation or by a Bylaw duly adopted by members amending this section. The Board of Directors shall consist of six principal officers: President, Vice President, Secretary, Treasurer, Studio/Network/Production Company Affiliate and Corporate Affiliate.

Section 3. DIRECTOR DUTIES – PRESIDENT:

The President shall be the executive officer of the Association and shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all committees. The President shall advocate the Policy and Programs of the Association.

Section 4. DIRECTOR DUTIES – VICE PRESIDENT:

The Vice President shall assume whatever duties assigned by the President and/or Board of Directors and in the absence or disability of the President shall assume all duties of the President. The Vice President shall also serve on the Nominating Committee.

Section 5. DIRECTOR DUTIES – SECRETARY:

The Secretary shall keep full and accurate records of all activities of the Association including detailed minutes of meetings.

Section 6. DIRECTOR DUTIES – TREASURER:

The Treasurer shall be responsible for maintaining complete and accurate records of all income and expenditures of the Association and report such activity to the Board of Directors at its meetings and to keep the Board of Directors advised as to the general financial status of the Association. The Treasurer shall provide the Board of Directors with an annual budget proposal for discussion, amendment and approval and shall provide monthly tracking of income/expense to budget to the Board of Directors with an annual financial report subject to its approval. The annual financial report shall be distributed to the membership for their review.

Section 7. STUDIO/NETWORK/PRODUCTION COMPANY AFFILIATE:

The Studio/Network/Production Company Affiliate shall represent the entertainment marketing activities from their respective point of view. Additionally, they shall have been employed by a studio, network or production company for at least one year in the position of utilizing the products or brands in their entertainment properties or managing a department engaging in such activities.

Section 8. CORPORATE AFFILIATE:

The Corporate Affiliate shall represent the interests of a corporation engaging in entertainment marketing activities. Additionally, they shall have been employed by that corporation for one year or managing a department engaging in entertainment marketing activities.

Section 9. REMOVAL AND RESIGNATION:

Any Director may be removed by vote of the majority of the voting membership present at a special meeting convened for the presentation of charges, defense and recommended action.

Any Director may resign at any time by giving written notice to the Board of Directors or to the President or Secretary. Such resignations are effective on the date specified. Acceptance of a resignation is not necessary to make it effective.

Section 10. ELECTION AND TERM OF OFFICE.:

Directors shall be elected biennially in the fourth quarter for the following two years.

Section 11. VACANCIES:

Vacancies on the Board shall be filled by appointment by the President, subject to approval of the Board of Directors.

Each Director so elected shall hold office until his/her successor is elected at the next election.

Section 12. PLACE OF MEETING:

The location of meetings of the Board shall be determined by the President, subject to approval of the Board of Directors.

Section 13. NUMBER OF MEETINGS:

The Board of Directors shall hold a meeting for the purpose of organization and the transaction of other business at least once during each quarter of the year.

Section 14. DATE AND TIME OF MEETINGS:

Meetings of the Board may be held at a time set by the Directors.

Section 15. QUORUM:

A majority of the authorized number of the Board members, in person or by proxy, shall constitute a quorum for the transaction of business unless a greater number be required by law or by the Articles of Incorporation. Transactions of any meeting of the Board shall be valid if a quorum is present.

Section 16. FEES AND COMPENSATION:

Directors shall not receive any salary for their services.

Section 17. INDEMNIFICATION OF DIRECTORS AND OFFICERS:

Each Director and Officer, whether or not then in office, may be indemnified by the Association against all liabilities, costs and expenses reasonably incurred by or imposed upon him/her in connection with or arising out of any action, suit or proceeding in which he/she may be involved on behalf of the Association or which he/she may be made a party by reason of his/her being or having been a Director or Officer of the Association. Such expenses to include the cost of reasonable settlements (other than amounts paid to the Association itself) made with a view to curtailment of costs of litigation. The Association shall not, however, indemnify such Director or Officer with respect to matters as to which he/she be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his/her duty as such Director or Officer.

MISCELLANEOUS

Section 1. RECORD DATE AND CLOSING MEMBERSHIP BOOKS:

The Board of Directors may fix at a future time a record date for determination of members entitled to receive notice and vote at any meeting of members, to receive any distribution of allotment of rights or to exercise rights in respect to any change, conversion or exchange of memberships. The Record date is so fixed, only members of record as of that date are entitled to notice of and vote at the meeting or to receive any distribution or allotment of rights.

Section 2. INSPECTION OF CORPORATE RECORDS:

The membership register or duplicate membership register, books of account and minutes of proceedings of members and the Board of Directors shall be open to inspection on written demand of any member at any reasonable time for a purpose reasonably related to his/her interests as a Member in Good Standing at the organization’s principal office during regular business hours.

Section 3. CHECKS, DRAFTS, ETC:

All checks, drafts or other orders for payment of money, notes or other indebtedness, issued in the name of or payable by or to the corporation, shall be signed or endorsed by such person or persons and in such manner as determined by resolution of the Board of Directors.

Section 4. CONTRACTS, ETC., HOW EXECUTED:

The Board of Directors, except as otherwise provided in the Bylaws, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of or payable by or to the Association. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Association to any contract or render it liable for any purpose or any amount.

Section 5. INSPECTION OF BYLAWS:

The Association shall keep in its principal office for the transaction of business, the original or copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by Members in Good Standing at all reasonable times during office hours.

Section 6. COMMITTEES:

Standing committees shall include, but are not limited to the following: Ethics, Membership, Program, House, Finance, Publicity, Bylaws and Nominating committees. The Ethics Committee shall consist of the Board of Directors plus one Member in Good Standing.

AMENDMENTS

Section 1. POWER OF MEMBERS:

New Bylaws may be adopted or these Bylaws may be amended or repealed by the Members entitled to exercise a majority of the voting power of the Association or by the written assent of such members except as otherwise provided by law or by the Articles of Incorporation.

Section 2. POWER OF DIRECTORS:

Subject to the right of Members as provided in Section 1. of this Article VIII to adopt, amend or repeal. Bylaws (other than a Bylaw or amendment thereof changing the authorized number of Directors) may be adopted, amended or repealed by the Board of Directors.