Bylaws

Printing Industry Credit Executives, Inc.
Revised on March 17, 1999

ARTICLE I - IDENTIFICATION
Section 1 - Name: The name of the association shall be Printing Industry Credit Executives, Inc. (PICE).
Section 2 - Incorporation: PICE is a nonprofit corporation and incorporated under the laws of the District of Columbia.
Section 3 - Objectives: The objectives of PICE shall be to:
    a. Promote and encourage sound credit administration by providing a vehicle for education in matters concerning credit management as it affects the printing industry;
    b. Foster and conduct research in the field of credit;
    c. Promote legislation and perform such other functions as the advancement and protection of business credit may require; and
    d. Foster and facilitate the exchange of credit information common to the printing industry on a national basis.

ARTICLE II - MEMBERSHIP
Section 1 - Membership: Any firm or corporation, engaged in the business of producing commercial printing, or supplying materials used in the manufacturing of commercial printing, and who is not a broker or a buyer of printed materials, is eligible for membership in PICE. Individuals representing members shall be entitled to vote and hold office.
Section 2 - Representation and Voting:
    a. Representation - Each member shall designate to the Board of Directors a responsible person who shall represent, vote and act for such members in the affairs of PICE
    b. Voting - Each member firm or corporation shall be entitled to one vote by its designated representative. Proxy voting shall be permitted, provided that the proxy holder shall be designated in writing. No proxy holder shall hold more than one proxy vote, and proxy holders must be member representatives.
    c. Mail Vote - Whenever, in the judgment of the Board of Directors, any question shall arise which it considers should be put to a vote of the membership, and when it deems it inexpedient to call a special meeting for such purpose, the Board may submit such a matter to the membership in writing by mail for vote and decision. The question thus presented shall be determined according to a majority vote in each case, provided that votes of at least 25 percent of the membership shall be received.
Section 4 - Resignation, Suspension and Expulsion:
    a. Resignation - Any firm may, by written notice, withdraw from PICE membership. Such notice shall be sent to the PICE executive office to the attention of the PICE President.
    b. Suspension and Expulsion -
      (1) For just cause shown, any member may be suspended or expelled. Just cause for such suspension or expulsion may be one or more of the following: actions which constitute violations of the bylaws; failure to contribute experience to interchanges; intentional or careless submission of information for interchange use; failure to pay authorized assessments within 75 days of the billing date; intentional or repeated violation of PICE legal guidelines; use of the interchange in a manner which may embarrass or damage fellow members; conduct considered to be prejudicial to the interest of PICE; and any other action or inaction sufficient in the judgment of the Board of Directors to be just cause to merit suspension or expulsion.
      (2) The PICE Board of Directors shall review circumstances brought to its attention which, in the opinion of any member, may warrant suspension or expulsion of a member from PICE The member cited for suspension or expulsion shall be given notice of the charges preferred and shall be afforded an opportunity to appear before the Board of Directors and defend its position.

ARTICLE III - LIABILITY
Nothing contained in these bylaws shall constitute members of PICE as partners for any purpose. No officer, or agent of PICE Nor shall any member, officer or agent be liable for acts or failure to act under these bylaws, excepting only acts of omission to act, which constitute negligence or misconduct in the performance of member, officer, or agent of PICE shall be liable for the acts or failure to act on the part of any other member, duty.

ARTICLE IV - FINANCES
Section 1 - Financial Transactions: All financial transactions shall be handled in accordance with procedures established by the Board of Directors.
Section 2 - Credit Terms: All billings will carry net 30?day or more restrictive terms. Any member who fails to pay legally levied fees within 60 days of invoice date shall be notified by the PICE administrative representative who shall also advise the Board of Directors of such notice.
Section 3 - Final Accounting: On dissolution of the association, any funds remaining after satisfaction of all obligations shall be disbursed in accordance with the provisions of Article XIV of these bylaws.

ARTICLE V - MANAGEMENT
Section 1 - Administrative Representative:
    a. Authorization - The Board of Directors of PICE shall appoint an individual or firm to act as the administrative representative of PICE
    b. Responsibility - The administrative manager shall have the responsibility for carrying out the administrative managerial policies of the association as determined by the PICE Board of Directors.
Section 2 - Legal Counsel: PICE shall obtain the services of legal counsel for advice concerning its operation and programs, and for attendance at PICE interchanges and PICE meetings. The powers and duties of legal counsel shall be as follows:
    a. Agendas for all PICE group and committee meetings shall be mailed to legal counsel in advance. Legal counsel shall have the authority to recommend deletions and changes to these meeting agendas to the President and committee chairperson. Legal counsel shall, at the President's discretion, attend any meetings of the membership or any of the committees, where he/she feels legal counsel should be present.
    b. Legal counsel shall receive a complete report of PICE group and committee meetings unless counsel has attended such meetings.
    c. Legal counsel shall have the responsibility of advising the Board of Directors concerning changes to any bylaw, rule, motion, plan or proposed plan which, in counsel's opinion, may violate laws or may subject PICE or any member thereof to prosecution under the laws.
    d. Legal counsel shall have full authority to stop any discussion or other action in any way associated with PICE which, in counsel's opinion, may violate any state, federal or local law.
    e. Legal counsel shall have the right and opportunity to review all PICE bulletins, releases, meeting minutes, and publications in advance of mailing and to disapprove release of same when, in counsel's opinion, it may violate any law or subject PICE or any member thereof to prosecution under the law.
    f. Legal counsel shall be empowered to exercise supervision over all areas of PICE activity including correspondence passing among PICE, its members and others.
g. Legal counsel shall review all PICE contracts and make recommendations regarding these contracts to the President and the Board of Directors.

ARTICLE VI - ANNUAL DUES AND ASSESSMENTS
Section 1 - Annual Dues: Annual dues shall be determined upon recommendation of the PICE Board of Directors, and confirmed by a two-thirds vote of all members present at a duly constituted meeting of the membership at which a quorum is present.
Section 2 - Assessments: Meeting assessments shall be determined by the Board of Directors upon recommendation of the Treasurer 60 days prior to meeting dates. All other assessments shall be determined by the Board of Directors.

ARTICLE VII - MEETINGS
Section 1: Meetings of the membership shall be held at least once a year, and at any other times determined by the Board of Directors. Notice of the time and place of such meetings shall be sent to each PICE member at least 30 days prior to the meeting date.
Section 2 - Quorum: A quorum for a membership meeting shall be at least 25 member companies in good standing, present and voting.
Section 3 - Order of Business: The order of business for all meetings of the PICE membership shall be determined by the PICE Board of Directors.

ARTICLE VIII - BOARD OF DIRECTORS
Section 1 - Composition: There shall be a Board of Directors consisting of not more than nine members. The Board shall consist of a President, Vice-President, Treasurer, Secretary, the chairpersons of the Membership Committee, the Program Committee, the Reports and Survey Committee, the Immediate Past President of PICE, and a Director-at-Large.
Section 2 - Authority: The association's Board of Directors shall have supervision, control and direction of the affairs of the association; shall determine its policy or changes therein within the limits of these bylaws; shall actively prosecute its objectives; and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 3 - Meetings, Quorum and Voting
    a. The Board of Directors shall hold at least one meeting per year with notice being provided at least 30 days in advance. Special meetings of the Board may be called by the President or any two directors. A written notice of all special meetings of the Board of Directors shall be given to each director at least five days in advance by mail and facsimile.
    b. A majority of the Board of Directors shall constitute a quorum for the purpose of transacting business at all meetings of the Board. A quorum being present, a majority of the votes cast shall decide all questions.
    c. Directors may participate in a meeting of the Board by means of conference telephone provided that all persons participating in the meeting can hear each other and such participation shall constitute presence in person at a meeting.
    d. If in the judgment of the President it is deemed desirable and expedient to call for a vote by mail or facsimile of the Board of Directors on any question, notice of such vote shall be given together with the question to be voted upon and the time fixed therein for the sending of a reply. Whenever a mail or facsimile vote is taken, a majority of the membership of the Board must vote in favor of any matter so submitted in order to carry approval. An affirmative vote by mail shall constitute consent to Board action without a meeting.

ARTICLE IX - OFFICERS
Section 1 - Names: The officers of PICE shall consist of a President, Vice-President, Treasurer and Secretary.
Section 2 - President: The President shall be the chief executive officer of the organization and shall preside at the meetings of the membership of the association and the Board of Directors. The President shall be a member ex officio, with the right to vote, of all committees except the Nominating Committee. The President shall also, at the semiannual meetings of the association and at such other time as the President shall deem proper, communicate to the association or to the Board of Directors such matters and make such suggestions as a President's opinion, tend to promote the welfare and increase the usefulness of the association. The President shall perform such other duties as are necessarily incident to the office, or as may be prescribed by the Board of Directors.
Section 3 - Vice-President: The Vice-President shall serve as the Vice-President of the organization and act in the place of the President when the President is absent, as directed by the President.
Section 4 - Treasurer: The Treasurer shall be responsible for the financial policies of the association and shall provide for control of financial transactions as required. The Treasurer shall establish control in operating procedures consistent with accepted accounting practices and procedures. The Treasurer shall be responsible for the preparation of the association's operating budget; and shall make recommendations to the Board of Directors concerning dues and assessments of the members of the association and shall present an annual accounting to membership 60 days from year end.
Section 5 - Secretary: The duties of the Secretary shall be to give notice of and attend all meetings of the membership and the Board of Directors, and to keep and maintain the minutes of all proceedings. The Secretary shall also transmit to the membership the results of the actions of the Nominating Committee.

ARTICLE X - COMMITTEES
Section 1 - Program Committee: The Program Committee shall be comprised of at least two members, one of whom shall be designated as the chairperson. It will be the duty of the chairperson to preside over all committee meetings and to enforce the policies promulgated by that committee as directed by the association's Board of Directors. It is the responsibility of the Program Committee to develop meeting programs and to supervise their implementation at association meetings.
Section 2 - Reports and Surveys Committee: The Reports and Surveys Committee shall be comprised of at least two members, one of whom shall be designated as the chairperson. It will be the duty of the chairperson to preside over all committee meetings and to enforce the policies promulgated by that committee as directed by the Board of Directors. It is the responsibility of the Reports and Surveys Committee to develop special reports of interest to the PICE membership.
Section 3 - Membership Committee: The Membership Committee shall be comprised of at least two members, one of whom shall be designated as the chairperson. It shall be the duty of the chairperson to preside over all committee meetings and to enforce all policies promulgated by that committee as directed by the association's Board of Directors. The Membership Committee shall be responsible for the retention of the present PICE membership and for obtaining new members for the association. Further, the Membership Committee shall review all new membership applications and make recommendations regarding these applications to the Board of Directors.
Section 4 - Ad Hoc Committees: The President of the association may appoint ad hoc committees as may be deemed necessary and in the best interest of the association.
Section 5 - Nominating Committee: The Nominating Committee shall consist of the Vice-President and Immediate Past President. The Nominating Committee shall be responsible for recommending nominees to the membership to be elected as the association officers, directors, and committee chairpersons.

ARTICLE XI - ELECTION OF OFFICERS AND DIRECTORS, TERM OF OFFICE AND VACANCIES
Section 1 - Election:
    a. At least 30 days prior to the date of the annual meeting of the association, the Nominating Committee shall present to the Secretary a report consisting of nominations of one or more candidates for each office to be filled.
    b. At least 20 days before the annual meeting of the association, the Secretary shall report to the membership the names of candidates proposed by the Nominating Committee.
    c. Additional nominations may be made by a written petition signed by at least ten member representatives. Such petitions must be received by the Secretary at least ten days prior to the annual meeting and shall be reported by the Secretary to the members of the association.
    d. The officers and directors of PICE, consisting of the President, Vice-President, Treasurer, Secretary, chairpersons of the committees, and the Director-at-Large, shall be elected at the annual meeting by and from the membership of PICE, subject to the provisions and requirements set forth in these bylaws.
Section 2 - Term of Office: The term of office for the President of PICE shall be one year, with automatic progression of the vice-president annually, or upon the lapse of the President. No person may concurrently hold the position of President or Vice-President and be a member of a regular committee other than the Executive Committee or Nominating Committee. The term of office of the Secretary, Treasurer, Director-at-Large and the committee chairpersons shall be one year.
Section 5 - Officer Qualification: Officers must be representatives of PICE member firms. No more than one representative from any one company shall serve on the Board of Directors at any one time.
Section 6 - Vacancies: In case of death, resignation, or inability of any officer or director to serve, his successor may be chosen for the balance of the term by the Board of Directors except in the case of the President whose successor shall be the Vice-President.

ARTICLE XII - INTERCHANGES
Credit information interchanges shall be conducted in strict accordance with rules and regulations and times specified by the Board of Directors. All credit interchanges will be conducted in strict compliance with all local, state and federal law. Legal counsel shall review and approve all procedures relating to the conduct of interchanges.

ARTICLE XIII - AMENDMENTS
Amendments to the bylaws shall be proposed to the PICE Board of Directors. If a majority of the PICE Board approves the proposed amendments, such amendments shall be adopted at any special or regular meeting of PICE (provided that the members shall be given no less than ten days' notice in writing of such proposed amendments) by a two-thirds affirmative vote of all members present at a duly constituted meeting of the membership.

ARTICLE XIV - DISSOLUTION OR MERGER
PICE may be dissolved or merged by a two-thirds vote of all members of PICE In the event of the dissolution or final liquidation of the association, its remaining net assets shall be distributed to any nonprofit corporations or associations that are exempt from federal income tax under section 501(c) of the Internal Revenue Code, which the Board of Directors, in the exercise of its discretion, may determine. No part of such assets may inure to the benefit of any individual member or person.