For the past 50+ years, NARM has been the trade association for the business of music, providing the central platform for the discussion of industry-wide concerns and spearheading the implementation of initiatives to advance the business. While primarily focused on physical formats for much of its history, NARM has expanded its mission in the past ten years to include all facets of music commerce. This includes physical, digital, and mobile outlets as well as gaming, applications, merchandise, video and other ways music is monetized.

Members
Our general members consists of music wholesalers and retailers, including brick-and-mortar, online and mobile music delivery companies. Our associate members consist of distributors, record labels, multimedia suppliers, technology companies, and suppliers of related products and services. Individual professionals and educators in the field of music are also members.

Current members include such high-profile digital/mobile companies as 7Digital, Amazon, Brightcove, Apple, Cricket, Microsoft, Napster, Nokia, Rhapsody, Spotify, Verizon, Vevo, & Zed. Supplier members consist of the major and leading independent distributors and aggregators.

Programs
Some current NARM programs available to all member companies and their employees include:

• Revitalization of the industry-wide Give The Gift Of Music campaign;
• Monthly online research seminars and product presentations offered FREE to members;
• Regional NARM networking meetups;
• The NARM Entertainment and Technology Law Conference Series;
• digitalmusic.org’s Music Startup Academy;
• Music Biz 2012, presented by NARM and digitalmusic.org (May 7 through 10 at the Hyatt Regency Century Plaza Hotel in Los Angeles)
• Leveraging various speaking and sponsorship opportunities to promote your products and initiatives.

Find below NARM’s Mission Statement and Bylaws, both developed to acknowledge the values by which NARM is governed.

1. Mission Statement

   NARM advances the promotion, marketing, distribution, and sale of music and entertainment by providing its members with a forum for diverse meeting and networking opportunities, information, and education to support their businesses, as well as advocating for their common interests.

2. Bylaws (as of August 24, 2004)
   • ARTICLE I – PURPOSES
     The purposes for which this Association is formed are trade association purposes including, but not limited to: advocating the common interests of merchants and distributors of music, as well as sell-through video and other entertainment software, to industry and public policy makers; promoting the visibility and the image of the entertainment software industry and its participants; providing unique opportunities for education, information, and networking; and for such other and further purposes as may be permitted nonprofit corporations under the District of Columbia Nonprofit Corporation Act. Notwithstanding any other provision of this Article or of the District of Columbia Nonprofit Corporation Act, however, the Association shall not pursue any purpose or carry on any activities not permitted to be pursued or carried on by a corporation described in Section 501(c)(6) of the Internal Revenue Code of 1954 and exempt from Federal income tax under Section 501(a) thereof (or the corresponding provisions of any future United States Internal Revenue Law)

   • ARTICLE II – OFFICES
     The Association’s principal office shall be at such place (within or with-out the District of Columbia) as may be determined from time to time by the Board of Directors. The Association may also maintain offices at such other place or places (within or without the District of Columbia) as the Board of Directors may from time to time determine. The President of the Association shall be in charge of the principal office.

   • ARTICLE III – SEAL AND INSIGNIA
     Section 1. The Corporate seal of the Association shall have inscribed thereon the name of the Association, the year of its creation, and the words “Corporate Seal, District of Columbia.”
     Section 2. The Association shall use and employ such insignia as the Board of Directors shall from time to time approve.

   • ARTICLE IV – MEMBERSHIP
     A. General Information
     Section 1. Any sole proprietorship, partnership, or corporation engaged in the business of retailing or wholesaling prerecorded home entertainment software shall be eligible to apply to the Board of Directors for General membership in the Association. General members shall have full voting rights on matters presented for approval to the membership.
     Section 2. In addition to General membership in this Association, there shall also be three additional categories of membership, designated as “Associate” membership, “Affiliate” membership and “Individual” membership. (a) Associate membership shall be open to any company engaged in the creation, manufacturing, distribution or promotion of prerecorded home entertainment software and to any company which provides goods or services to other General or Associate members. Acceptance, rejection, termination and reinstatement of Associate members shall be on the same basis as prescribed for General members; however, an Associate member shall be entitled to no voting rights on matters presented for approval to the membership. (b) Affiliate membership shall be open to any non-profit association in the home entertainment industry. Acceptance, rejection, termination and reinstatement of Affiliate members shall be on the same basis as prescribed for General members; however, an Affiliate member shall be entitled to no voting rights on matters presented for approval to the membership. (c) Individual membership shall be open to any individual, not employed by or affiliated with any NARM member company (1) whose business activity, client or consultative relationship involves such individual with the music retailing community, including, but not limited to, entertainment law, artist management, or the retailing, promotion, marketing or selling of prerecorded entertainment, or (2) who is a current full-time college student or educator in an accredited institution of education and whose primary area of study or teaching includes the following general disciplines: Music, Business, Marketing, Research, or Recording Technology. Membership for students or teachers of other disciplines may be considered individually. Acceptance, rejection, termination and reinstatement of Individual members shall be on the same basis as prescribed for General Members; however, an Individual member shall be entitled to no voting rights on matters presented for approval to the membership.
     Section 3. Any eligible party desiring to apply for membership in the Association shall make application in such form and manner as the Board of Directors may from time to time in their sole discretion prescribe.
     Section 4. All applications for membership in the Association shall be subject to the approval of two-thirds (2/3) of the Board of Directors, and the Board of Directors, in passing upon any such application, shall be authorized to take into consideration any matters pertaining to the applicant’s financial condition, business reputation or any other matter which the Board shall believe to be properly pertinent to the applicant’s request for membership.B. Piracy and Theft
     Section 1. Definitions: “Piracy” means the illegal duplication of prerecorded home entertainment software, trafficking in counterfeit labels for prerecorded home entertainment software, the illegal duplication of labeling or packaging of prerecorded home entertainment software, or the willful distribution of music or any copyrighted material, via electronic means, without the consent of the copyright owner, for commercial advantage or private financial gain, including, but not limited to, illegal downloading, burning or file sharing. “Theft” means offenses involving the theft or larceny of prerecorded home entertainment software, including, but not limited to, shoplifting, internal theft, receipt of stolen property, possession of stolen property, dealing in stolen property, interstate transportation of stolen property, or conspiracy; and “Applicant” or “Member” means a company, its officers, directors or principal owners.
     Section 2. No action shall be taken to enforce the provisions of this Subsection B without the prior approval of the Board of Directors.
     Section 3. An applicant for membership in the Association who has ever been convicted of piracy or theft, or found civilly liable for such offenses, or has admitted, in settlement of a lawsuit, to have engaged in piracy or theft, shall notify the Association of these facts upon application. Failure to do so may result in a denial of eligibility to join the Association for a term of one to five years as determined by the Board of Directors.
     Section 4. An applicant for membership in the Association who has been convicted of piracy or theft is ineligible to join the Association for a period of five years from the date of conviction.
     Section 5. An applicant for membership in the Association who has been the defendant in a civil lawsuit which alleges piracy or theft, wherein a judgment has been rendered against that defendant, is ineligible to join the Association for a period of three years from the date of that judgment.
     Section 6. An applicant for membership in the Association who has been the defendant in a civil lawsuit which alleges piracy or theft, wherein the defendant has admitted engaging in piracy or theft as part of settlement of the lawsuit, is ineligible to join the Association for a period of one year from the date of that settlement.
     Section 7. It shall be incumbent upon any member of the Association to immediately notify the Association upon any of the following events: i) the indictment of such Association member on the basis of piracy or theft; ii) the filing of any lawsuit against such member which alleges piracy or theft by the Association member; iii) the resolution of any lawsuit involving the member which alleges piracy or theft by such Association member, whether it be a finding for the plaintiff or defendant, or a settlement of the suit.
     Section 8. Failure to make the aforementioned notification may result in a suspension of the member of the Association for a term of one to five years, as determined by the Board of Directors.
     Section 9. Any member of the Association who has been convicted of piracy or theft shall be suspended from the Association for a period of five years from the date of the conviction.
     Section 10. Any member of the Association who has been the defendant in a civil suit which alleges piracy or theft, in which a judgment has been rendered against that defendant with respect to such offense, shall be suspended from the Association for a period of three years from the date of that judgment.
     Section 11. Any member of the Association who has been the defendant in a civil lawsuit which alleges piracy or theft, wherein the defendant has admitted engaging in piracy or theft as part of a settlement of the lawsuit, shall be suspended from the Assoc-iation for a period of one year from the date of that settlement.
     Section 12. Notwithstanding the foregoing, any applicant for membership who is deemed ineligible to join the Association, or any member who is suspended from the Association, pursuant to this Subsection B, may seek reconsideration of such ineligibility or suspension, or the time period thereof, from the NARM Board, whose determination shall be final.

   • ARTICLE V – MEETINGS OF MEMBERS
     Section 1. An annual meeting of the members of this Association shall be held during the Association Convention, at which time the members shall transact such business as may properly be brought before the meeting; provided, however, that the Board of Directors may from time to time change the date or the place of such meeting, provided at least thirty (30) days written notice of any such change is given to each General member of the Association.
     Section 2. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, at his or her discretion, and shall be called upon resolution signed by twenty-five percent (25%) of the General members of the Association. Such requests shall state the purpose or purposes of the proposed meeting.
     Section 3. Notice of meetings of the members of the Association shall be given by written notice to each member of record, directed to his or her address as shown upon the books of the Association, at least ten (10) days prior to the date of such meeting. Such a notice shall state the date, place and purpose of the meeting, but no failure or irregularity of notice of any annual meeting, regularly held, shall affect any proceedings taken thereat.
     Section 4. Fifteen percent (15%) of the General members of this Association present in person or represented by proxy, shall be requisite at every meeting of the members of the Association to constitute a quorum for the transaction of business except as otherwise provided by statute, by the Certificate of Incorporation, or by these Bylaws.
     Section 5. When a quorum is present at any meeting of the members, the vote of the majority of the General members present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statute or the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
     Section 6. At any meeting of the members of this Association, every General member shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such member and bearing a date not more than eighteen (18) days prior to such meeting. Each General member shall have one (1) vote irrespective of the number of persons, partners, officers or directors associated with the sole proprietorship, partnership or corporation to which a membership in the Association has been granted.
     Section 7. Whenever the vote of the members at a meeting there-of is required or permitted to be taken in connection with any corporate action by any provision of the statutes or of the Certificate of Incorporation or of these Bylaws, the meeting and vote of members may be dispensed with if all of the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

   • ARTICLE VI – DIRECTORS
     Section 1. The number of Directors which shall constitute the Board of Directors of this Association shall be a minimum of eleven (11) and a maximum of fifteen (15), in addition to the President, who shall serve as a non-voting member of the Board. Vacant Director positions shall be filled for three (3) year terms by a vote of the majority of the remaining Directors, subject to the provisions of Section 4 of this Article. General members or employees of General members shall be eligible to sit on the Board of Directors. The composition of the Board shall strive to fairly represent each industry segment in the General membership.
     Section 2. Any vacancy occurring on the Board of Directors prior to the completion of the vacating Director’s term shall be filled for the remainder of the unexpired term by a vote of the majority of the remaining Directors. The Board also is authorized to take necessary steps to implement fully the three (3) year rotation system for Directors established by these Bylaws, including, if necessary, the provision of other than three (3) year terms for certain Director positions if necessary to establish such rotation system.
     Section 3. If the Board determines to re-elect for an additional term, not to exceed one year, an Officer of the Association who has already served as a Director of the Association for the period of time presently permitted by the Bylaws, such re-elected Officer’s term as a Director of the Association shall automatically be extended for a period of time that is co-extensive with such additional term as an Officer.
     Section 4. Not less than ninety (90) days before the annual meeting of the General members in any year, the Chairman of the Board shall appoint a Nominating Committee, consisting of two (2) members selected from the Board of Directors, who shall either be ineligible for election to the Board of Directors at the next election of Directors, or whose term shall not expire at the time of such election of Directors, and three (3) members selected from among the General membership of the Association. It shall be the duty of the Nominating Committee to nominate from the roster of the General members a slate of candidates for all Director positions to be filled that year. The slate of candidates, as recommended by the Nominating Committee, shall be communicated, in writing, to the Board of Directors for consideration not less than sixty (60) days prior to the date set for the next election of Directors.
     Section 5. When, in the opinion of the Board, a Director ceases to be active in the recording industry as an operating officer or otherwise, the Board may, by a three-fourths (3/4) vote of the entire Board (exclusive of the Director in question), declare that directorship vacant, and fill such vacancy in accordance with the procedures set forth in Section 2 of this Article VI; provided, however, that such action by the Board shall not take place until at least one hundred and eighty (180) days have elapsed after notification by the Board to said Director of its intention to declare the directorship vacant, and an opportunity for the Director to be heard by the Board on this issue; and provided further, that if the status of said Director, at the conclusion of the one hundred and eighty (180) day period, meets the requirements of this Section, Board action to replace said Director shall not be taken.
     Section 6. In the instance where because of a merger, acquisition, or change of employment, two or more members of the Board become owners or employees of the same company or of companies commonly owned by a third organization, such directors shall submit their resignations promptly following the merger, acquisition, or change of employment, and the Board, at its next meeting following such change in status, shall decide whether to accept or reject such resignations in whole or in part.
     Section 7. In the event a Director misses two consecutive meetings, the Board shall require that Director to state the reasons for his or her absences. If, in the opinion of the Board, such absences were without good cause, the Board may, by a three-fourths (3/4) vote of the entire Board (exclusive of the Director in question), require the resignation of such Director and fill such vacancy in accordance with Section 2 of this Article VI.

   • ARTICLE VII – MEETINGS OF THE DIRECTORS
     Section 1. The first meeting of each newly elected Board shall be held at the conclusion of the final meeting of the outgoing Board, or at such place or time as may be fixed by the consent of the Directors, and no notice of such first meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting, provided a majority of the whole Board shall be present.
     Section 2. At the first meeting of each newly elected Board, the Directors shall elect a Chairman of the Board, a Vice Chairman, a Secretary, and a Treasurer from among the persons constituting the Board of Directors. All officers so elected by the Board shall serve until the next annual membership meeting and until their respective successors are chosen and qualified.
     Section 3. Regular meetings of the Board may be held upon such notice and at such time and place, and in such manner, as shall from time to time be determined by the Board.
     Section 4. Special meetings of the Board may be called by the Chairman of’ the Board on five (5) days’ notice to each Director. Special meetings of the Board shall be called by the Chairman of the Board at the request of a majority of the Directors.
     Section 5. At all meetings of the Board of Directors of the Association the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation, and except for the following matters which shall require a favorable vote of three-fourths (3/4) of the entire Board of Directors: (a) The establishing and instituting of any initiation fees, annual dues, or assessments of any nature whatsoever. (b) The approval of any application for membership in the Association.
     Section 6. Directors shall be entitled to such reimbursement of the reasonable expenses incurred by them in attending Directors’ meetings as from time to time may be fixed by the Board of Directors.
     Section 7. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting and without prior notice if a written consent in lieu of such meeting which sets forth the action so taken is signed either before or after such action by all directors. All written consents shall be filed with the minutes of the Board’s proceedings.
     Section 8. The Board of Directors may participate in meetings by means of conference telephone or other communications equipment, and participation in any such meeting shall constitute presence in person by such Director at such meeting. A written record shall be made of all actions taken at any meeting conducted by means of a conference telephone or other communications equipment.
     Section 9. The Chairman of the Board and the President shall be the only persons authorized to speak on behalf of the Board, either directly or indirectly, with regard to the deliberations or decisions of the Board. Board members have a fiduciary duty to the members of the Association to respect the confidentiality of Board deliberations. The Board shall have the right, by a two-thirds (2/3) vote of the entire Board of Directors, to censure any member of the Board who violates the spirit or intent of this Section and to take such other action in this regard as the Board may from time to time deem appropriate.

   • ARTICLE VIII – POWERS OF DIRECTORS
     Section 1. The Board of Directors shall set the policy and strategic direction of the Association. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by these Bylaws directed or required to be exercised or done by the members.
     Section 2. Without prejudice to the general powers conferred by the last preceding section, and the other powers conferred by the Certificate of Incorporation and by these Bylaws, it is hereby expressly declared that the Board of Directors shall have the following powers, that is to say: (a) To formulate such regulations consistent with the Certificate of Incorporation and Bylaws of the Association as may be to the best interests of the members of the Association. (b) To retain and discharge a President. (c) To expend money necessary for the operation of the affairs of the Association. (d) To pass upon applications for membership and to accept or reject applicants. (e) To establish initiation fees, dues and assessments. (f) To suspend or penalize members who, in the judgment of the Board, have not conducted themselves in a manner becoming a member of the Association, after first affording any such member an opportunity to be heard. (g) To determine who shall be authorized on the Association’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents. (h) To designate and appoint, by resolution adopted by a majority of the Directors then in office, an Executive Committee, which shall consist of the Chair, Vice Chairman, Treasurer, Secretary, and President, which shall exercise the authority and implement the decisions of the Board of Directors in the management of the Association. (i) To designate and appoint by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, one or more committees or issue forums not having the authority of the Board of Directors in the management of the Association.

   • ARTICLE IX – OFFICERS
     Section 1. The officers of this Association shall consist of a Chairman of the Board, a Vice Chairman, a Secretary, and a Treasurer, each of whom shall be elected as provided in Article VII, Section 3 hereof and shall hold office until their respective successors are duly chosen and qualified.
     Section 2. The Chairman of the Board shall preside at all meetings of the members and Directors; shall have general supervision over the affairs of the Association; and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chairman of the Board shall have general superintendence and direction of all the other officers of the Association and shall see that their duties are properly performed; shall submit a report of the operations of the Association for the fiscal year to the Directors; shall report to the Board of Directors all matters within his or her knowledge which the interest of the Association may require to be brought to their attention; shall be an ex-officio member of all committees; and shall have all general power and duties usually incident to his or her office.
     Section 3. During the absence or disability of the Chairman of the Board, the Vice Chairman shall exercise all the functions of the Chairman of the Board and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board. The Vice Chairman shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.
     Section 4. The Secretary shall review the minutes of all meetings of the members of the Association and of the Board of Directors, and shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.
     Section 5. The Treasurer shall render to the Chairman of the Board and the Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the Association, and shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.
     Section 6. If the office of Chairman of the Board, Vice Chairman, Secretary or Treasurer becomes vacant by reason of death, resignation, disqualification or otherwise, the Directors of the Association may choose a successor or successors from among the members of the Board of Directors, who shall hold office for the unexpired term.
     Section 7. If the Chairman of the Board should hold that office in the last year of his term of office, he/she may become an ex-officio member of the Board for a period of one year.

   • ARTICLE X – INITIATION FEES ANNUAL DUES AND ASSESSMENTS
     Section 1. Initiation fees, annual dues and assessments, of any nature whatsoever, shall be such sum for each category of membership and for the members within each such category as shall be determined from time to time by the Board of Directors.
     Section 2. The annual dues year for members shall run from July 1 through June 30 of the following year. Any member not current in the payment of dues shall be deemed delinquent and may be excluded from all Association services, activities, meetings and functions, and shall be subject to membership cancellation by the Board.

   • ARTICLE XI – EXECUTION OF INSTRUMENTS, ETC.
     All funds of the Association shall be deposited to the credit of the Association in such banks or depositories as the Board of Directors may select. All checks or orders for the payment of money, and all deeds, conveyances, endorsements, assignments, transfers, or other instruments of transfer, contracts, agreements, or other orders, consents, returns, reports, certificates, notices or documents, and other instruments of any nature may be signed, executed, verified, acknowledged and delivered by such officers, agents, employees or other persons and in such manner as from time to time may be determined by the Board of Directors.

   • ARTICLE XII – FISCAL YEAR
     The fiscal year of the Association shall be fixed by resolution of the Board of Directors.

   • ARTICLE XIII – PRESIDENT
     The Board of Directors shall be authorized to hire, retain, and discharge a President, who need not be a member of the Association. The President shall receive such compensation as shall be fixed and determined from time to time by the Board of Directors and shall have such power and authority as shall be prescribed by the Board. In addition to his or her other duties, the President shall serve as a non-voting member of the Board.

   • ARTICLE XIV – NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given any Director or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or member at such address as appears on the books of the Association, and such notice shall be deemed to be given at the time when the same shall be thus mailed.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice whether before or after the time stated therein, shall be deemed equivalent thereto.

   • ARTICLE XV – AMENDMENTS
     Any and all Bylaws of the Association may be altered, or repealed and new Bylaws may be adopted by a majority vote of all the Directors of the Association at any duly held regular or special meeting of the Board of Directors, or by a majority vote of the General Members present, in person or represented by proxy, at any duly held annual or special meeting of the members. No Bylaws may be amended, altered, repealed or adopted in contravention or derogation of the Articles of Incorporation of the Association.

   • ARTICLE XVI – ROBERTS RULES OF ORDER
     Where not inconsistent with these Bylaws, the latest Revised Edition of Roberts Rules of Order shall govern where appropriate.