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Bylaw sample and moving ahead

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  • John Henry Mitchell's Speedway Press
    I found this bylaw for the PRINTING INDUSTRIES ASSOCIATION INC. OF SOUTHERN CALIFORNIA, that can be a draft for us. I did get a call from the hotel and if want
    Message 1 of 1 , Nov 20, 2012
      I found this bylaw for the PRINTING INDUSTRIES ASSOCIATION INC. OF SOUTHERN
      CALIFORNIA, that can be a draft for us. I did get a call from the hotel and
      if want it, we need to commit by the 2nd week of December if not sooner.

      So to move ahead I am putting this out for discussion and expect a decision
      by December 7th on booking the dates. I think we need push to push this
      forward. It is my belief that we are at a cross roads. We must commit to the
      date soon and must decide if we go forward or go away.

      Who will step up and take a whack at a first draft of the bylaws and mission
      statement? Not something I am good at, or willing to do.

      I suggest we set our group as described below in these bylaws but with only
      us here as board members to begin and who are willing to commit to pay in.
      It should be done as text file via Google docs so it can be a group edit.

      That said I not willing to take 4 days to spend on this in April from a
      blank sheet. It will cost $1500- $2500 from each of in travel, hotel and
      costs. I want to have some fun and learn not just talk about and write
      bylaws. I think we can do what needs to be done with a dedicated first day
      session of about 2 hrs and finishing one hr last day with the time in
      between learning from each other's. This way see how the meeting goes, chat
      about it, learn from each other and have some fun.

      John S has said he will be part of this and do whatever we want. I believe
      Jen as has offered to come and talk for the cost of her flight and room. We
      can get the KM room for free and if more than 20 show up we can use the
      hotel meeting rooms for free. We could also if just a few us ( like 10 or
      less), upgrade our hotel rooms to the two terrace hotel rooms and just
      meet there as it has sitting areas.

      So we have three choices

      1. Just get together with small agenda like above with just John S, Jen and
      our own expertise. Option not bring Jen just meet.
      2. Do a full meeting and pay for speakers based on how much each of us our
      willing to bankroll and many we can get to commit. I would predict we each
      would have to willing to commit at least $500 to bankroll this and may or
      may not get it back.
      3. Forget the whole thing for now.

      To move ahead I am putting this out for discussion, a small group or person
      to pick up the bylaws and another to work on the mission statement and run
      with it, who is willing to step up? I am setting a decision time of
      December 7th on booking or not booking the dates. April 18-20th New Orleans.
      Can someone set a poll up next week after we all time to think and chat to
      start Wed- Friday to track the choices?

      John

      Here are some sample missions statements. Interesting to note NAPL has
      training on why you need one, how to do one, but I cannot find theirs.

      http://www.napl.org/LinkClick.aspx?fileticket=SCa01fDnii0%3D&tabid=209


      Mission Statement: "Printing Industries of America, along with its
      affiliates, delivers products and services that enhance the growth and
      profitability of its members and the industry through advocacy, education,
      research, and technical information."

      Mission Statement
      Our mission is to protect and promote the common interest of the printing
      industry; and to help our members prosper, both individually and
      collectively, through fellowship, education and cooperative action.

      Our Mission...
      Printing Industries of Utah's purpose is to promote a spirit of good
      fellowship, cooperation, and unity among its members. To meet, discuss, and
      promote sound business methods and ethics. To investigate and study business
      conditions and proposed trade practices and methods, and to transmit to its
      members such findings, information, or knowledge as may be of use and
      benefit to its members in the conduct of their businesses. To promote the
      interests of the printing industry and improve conditions in all its
      branches by educating the public and community in general of the value of
      printing and the graphic arts.





      BYLAWS
      PRINTING INDUSTRIES
      ASSOCIATION INC. OF
      SOUTHERN CALIFORNIA
      _________________________________________
      ARTICLE I
      NAME
      The name of this Corporation is PRINTING INDUSTRIES ASSOCIATION, INC. OF
      SOUTHERN
      CALIFORNIA ("Corporation").
      ARTICLE II
      OFFICES
      SECTION 2.01
      PRINCIPAL OFFICE
      The principal office for the transaction of the activities and affairs of
      the Corporation ("Principal
      Office") is located at 5800 South Eastern Avenue, Los Angeles, California
      90040. The Board of
      Directors ("Board") may change the Principal Office from one location to
      another.
      SECTION 2.02
      OTHER OFFICES
      The Board may at any time establish branch or subordinate offices at any
      place or places where the
      Corporation is qualified to conduct its activities.
      ARTICLE III
      PURPOSES AND LIMITATIONS
      SECTION 3.01
      PURPOSES
      This Corporation is a nonprofit mutual benefit corporation organized under
      the California Nonprofit
      Mutual Benefit Corporation Law. The purpose of this Corporation is to
      engage in any lawful act or
      activities for which a corporation may be organized under such law. Such
      purposes for which this
      Corporation is formed are the promotion of the general welfare and the
      improvement of business
      conditions for the printing, graphics arts, and allied industries in
      Southern California and the Southwest.
      This Corporation is organized exclusively for such purposes within the
      meaning of Section 501(c)(6) of
      the Internal Revenue Code of 1954. Notwithstanding any other provision of
      these Bylaws, this
      Corporation shall not, except to an insubstantial degree, carry on or engage
      in any activities or exercise
      any powers that are not in furtherance of the purposes of this Corporation,
      and the Corporation shall not
      carry on any other activities not permitted to be carried on (i) by a
      corporation exempt from federal
      income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 (or
      the corresponding
      provision of any future United States Internal Revenue Law); (ii) by a
      corporation, contributions to
      which are deductible under Section 170(c)(2) of the Internal Revenue Code of
      1954 (or the
      corresponding provision of any future United States Internal Revenue
      Law).Page 2 of 24
      SECTION 3.02
      LIMITATIONS
      (a) Property. The property, assets, profits and net income are dedicated
      irrevocably to the purposes
      set forth in Section 3.01 above. No part of the profits or net earnings of
      this Corporation shall ever
      inure to the benefit of any of its Directors, trustees, Officers, members,
      employees, or to the benefit of
      any private individual.
      (c) Dissolution. Upon the winding up and dissolution of this Corporation,
      after paying or
      adequately providing for the payment of the debts, obligations and
      liabilities of the Corporation, the
      remaining assets of this Corporation shall be distributed to a nonprofit
      fund, foundation or corporation
      which is organized and operated exclusively for purposes consistent with the
      purposes of this
      Corporation and which has established its tax-exempt status under Section
      501(c)(6) of the Internal
      Revenue Code of 1954 (or the corresponding provision of any future United
      States Internal Revenue
      Law).
      ARTICLE IV
      MEMBERSHIP
      SECTION 4.01
      QUALIFICATIONS AND RIGHTS OF MEMBERSHIP
      (a) Classes and Qualifications. This Corporation shall have one or more
      classes of members,
      consisting of persons or entities dedicated to the purposes of this
      Corporation, who meet other
      qualifications for membership, as the Board may determine shall be eligible
      for membership on approval of
      the membership application by the Board and on timely payment of such dues
      and fees as the Board may
      fix from time to time. Program Members, as defined in Section 4.01(c), are
      not subject to the application
      and Board approval provisions of this section provided that they meet the
      qualifications set forth in 4.01(c).
      (b) Voting Members. The members of the class of membership having voting
      rights shall be limited
      to individual proprietors, firms, partnerships, companies, limited liability
      companies or corporations
      engaged in the manufacture and/or sale of printing, lithographing,
      engraving, composition, binding,
      lithographic negatives and platemaking, screen process or other products in
      the graphic arts (and all
      Supply Houses) which make written application therefor to the office of the
      President, which agree to
      abide by these Bylaws and agree equitably to support the Corporation
      ("Voting Members"). They shall be
      entitled to vote, as set forth in these Bylaws, on the election of
      Directors, on the disposition of all or
      substantially all of the assets of the Corporation, on any merger and its
      principal terms and any
      amendment of those terms, on any election to dissolve the Corporation, on an
      amendment to the Articles
      of Incorporation, except as otherwise specified in the California Nonprofit
      Mutual Benefit Corporation
      Law, and on the adoption, amendment or repeal of these Bylaws, except as
      otherwise specified in the
      California Nonprofit Mutual Benefit Corporation Law. In addition, members
      shall have all rights afforded
      members under the California Nonprofit Mutual Benefit Corporation Law.
      "Supply Houses" are identified
      as companies selling equipment, supplies and services to Voting Members.
      (c) Program Members. The members of this class of membership having voting
      rights shall be limited
      to individual proprietors, firms, partnerships, companies, limited liability
      companies or corporations
      which are members in good standing of regional associations affiliated with
      Printing Industries of
      America, Inc./Graphic Arts Technical Foundation, which meet the
      qualifications as to lines of business
      set forth in sub-paragraph 4.01(b), and which participate in one or more of
      the various programs
      sponsored and managed by the Corporation including (but not limited to)
      Printing Industries Credit
      Union, Printing Industries Benefit Trust, Print Access and Internet Slow
      Pay.Page 3 of 24
      SECTION 4.02
      DUES, FEES, AND ASSESSMENTS
      Each member must pay, within the time and on the conditions set by the
      Board, the dues, fees, and
      assessments in amounts to be fixed from time to time by the Board.
      SECTION 4.03
      GOOD STANDING
      Those members who have paid the required dues, fees, and assessments in
      accordance with these
      Bylaws and who are not suspended shall be members in good standing.
      SECTION 4.04
      TERMINATION AND SUSPENSION OF MEMBERSHIP
      (a) Causes of Termination. A membership shall terminate on occurrence of
      any of the following
      events:
      (i) Resignation of the member, on reasonable notice to the Corporation;
      (ii) Expiration of the period of membership, unless the membership is
      renewed on the renewal terms
      fixed by the Board;
      (iii) Failure of the member to pay dues, fees, or assessments as set by the
      Board within the period of
      time set by the Board after they become due and payable.
      (iv) Occurrence of any event that renders the member ineligible for
      membership, or failure to satisfy
      membership qualifications; or
      (v) Expulsion or suspension of the member pursuant to Sections 4.04(b) and
      4.04(c) of these
      Bylaws.
      (b) Suspension of Membership. A member may be suspended, under Section
      4.04(c) of these
      Bylaws, based on the good faith determination by the Board, or a committee
      or person authorized by the
      Board to make such a determination, that the member has failed in a material
      and serious degree to
      observe the rules of conduct of the Corporation or has engaged in conduct
      materially and seriously
      prejudicial to the purposes and interests of the Corporation.
      A person or entity whose membership is suspended shall not be a member
      during the period of
      suspension.
      (c) Procedure for Expulsion or Suspension. If grounds appear to exist for
      expulsion of a member,
      the procedure set forth below shall be followed:
      (i) The member shall be given fifteen (15) days prior notice of the proposed
      expulsion or suspension
      and the reasons for the proposed expulsion or suspension. Notice shall be
      given by any method
      reasonably calculated to provide actual notice. Any notice given by mail
      shall be sent first-class or
      registered mail to the member's last address as shown on records of the
      Corporation.Page 4 of 24
      (ii) The member shall be given an opportunity to be heard, either orally or
      in writing, at least five (5)
      days before the effective date of the proposed expulsion or suspension. The
      hearing shall be held, or the
      written statement considered, by the Board or by a committee or person
      authorized by the Board to
      determine whether the expulsion or suspension should take place.
      (iii) The Board, committee, or person shall decide whether or not the member
      should be suspended,
      expelled, or sanctioned in some other way. The decision of the Board,
      committee, or person shall be
      final.
      (iv) Any action challenging an expulsion, suspension, or termination of
      membership, including a
      claim alleging defective notice, must be commenced within one year after the
      date of the expulsion,
      suspension, or termination.
      SECTION 4.05
      MEETINGS OF MEMBERS
      (a) Place of Meeting. Meetings of the members shall be held at any place
      within or outside of
      California designed by the Board. In the absence of any such designation,
      members' meetings shall be
      held at the Principal Office of the Corporation.
      (b) Annual Meeting. An annual meeting of members shall be held in February
      of each year at a
      date and time determined by the Board with the notice provided in Section
      4.05(d) of these Bylaws. At
      this meeting, Directors, shall be elected and any other proper business may
      be transacted, subject to the
      notice requirements of Section 4.05(d)(iii) of these Bylaws.
      (c) Special Meetings. A special meeting of the members may be called for
      any lawful purpose by a
      majority vote of the Board or by the Chair or by five percent (5 %) or more
      of the members. A special
      meeting called by any person(s) (other than the Board) entitled to call a
      meeting shall be called by
      written request, specifying the general nature of the business proposed to
      be transacted, and submitted to
      the Chair, any Vice-Chair, the President or the Secretary of the
      Corporation. The officer receiving the
      request shall cause notice to be given promptly to the members entitled to
      vote, in accordance with
      Section 4.06(d) of these Bylaws, stating that a meeting will be held at a
      special time and date fixed by
      the Board, provided, however, that the meeting date shall be at least
      thirty-five (35) but no more than
      ninety (90) days after receipt of the request. If the notice is not given
      within twenty (20) days after the
      request is received, the person or persons requesting the meeting may give
      the notice. Nothing in this
      section shall be construed as limiting, fixing, or affecting the date at
      which a meeting of members may
      be held when the meeting is called by the Board.
      No business, other than the business the general nature of which was set
      forth in the notice of the
      meeting, may be transacted at a special meeting.Page 5 of 24
      (d) Notice Requirements for Meetings of Members.
      (i) General Notice Requirements. Whenever members are required or permitted
      to take any action
      at a meeting, a written notice of the meeting shall be given, in accordance
      with Section 4.05(d)(iii) of
      these Bylaws, to each member entitled to vote at the meeting. The notice
      shall specify the place, date,
      and hour of the meeting and, (1) for a special meeting, the general nature
      of the business to be
      transacted, and no other business may be transacted, or (2) for the annual
      meeting, those matters that the
      Board, at the time notice is given, intends to present for action by the
      members. At any meeting at
      which Directors are to be elected or written ballots distributed for the
      election of Directors, the notice
      shall include the names of all persons who are nominees when the notice or
      the ballot is given.
      (ii) Notice of Certain Agenda Items. Approval by the members of any of the
      following proposals,
      other than by unanimous approval by those entitled to vote, is valid only if
      the notice or written waiver
      of notice states the general nature of the proposal or proposals:
      A. Removing a Director without cause;
      B. Filling vacancies on the Board;
      C. Amending the Articles of Incorporation; or
      D. Electing to wind up and dissolve the Corporation.
      (iii) Manner of Giving Notice. Notice of any meeting of members shall be in
      writing and shall be
      given at least ten (10) days but no more than ninety (90) days before the
      meeting date. The notice shall
      be given either personally or by first-class, registered, or certified mail,
      facsimile transmission, email, or
      by other means of written communication, charges prepaid, and shall be
      addressed to each member
      entitled to vote, at the address given by the member to the Corporation for
      purposes of notice. If no
      address appears on the books of the Corporation and no address has been
      given, notice shall be deemed
      to have been given if either (1) notice is sent to that member by
      first-class mail or telegraphic or other
      written communication delivered to the Principal Office of the Corporation
      or (2) notice is published at
      least once in a newspaper of general circulation in the county in which the
      Principal Office is located.
      (iv) Affidavit of Mailing Notice. An affidavit of the mailing of any notice
      of any members'
      meeting, or of the giving of such notice by other means, may be executed by
      the Secretary, assistant
      Secretary, or any transfer agent of the Corporation, and if so executed,
      shall be filed and maintained in
      the minute book of the Corporation.
      (e) Quorum.
      (i) Number Required. Twenty-Five (25) of the Voting Members, present in
      person, shall
      constitute a quorum for the transaction of business at any meeting of
      members.
      (ii) Loss of Quorum. The members present at a duly called or held meeting
      at which a quorum is
      present may continue to transact business until adjourned, even if enough
      members have withdrawn to
      leave less than a quorum, if any action taken (other than adjournment) is
      approved by at least a majority
      of the members required to constitute a quorum.Page 6 of 24
      (f) Adjournment and Notice of Adjourned Meetings. Any members' meeting,
      whether or not a
      quorum is present, may be adjourned from time to time by the vote of the
      majority of the members
      represented at the meeting, either in person or by proxy. No meeting may be
      adjourned for more than
      forty-five (45) days. When a members' meeting is adjourned to another time
      or place, notice need not
      be given of the adjourned meeting if the time and place to which the meeting
      is adjourned are announced
      at the meeting at which adjournment is taken. If after adjournment a new
      record date is fixed for notice
      or voting, a notice of the adjourned meeting shall be given to each member
      who, on the record date for
      notice of the meeting, is entitled to vote at the meeting. At the adjourned
      meeting, the Corporation may
      transact any business that might have been transacted at the original
      meeting.
      (g) Voting.
      (i) Eligibility to Vote. Subject to the provisions of the California
      Nonprofit Mutual Benefit
      Corporation Law, the only persons entitled to vote at any meeting of members
      shall be Voting Members
      who are in good standing as of the record date determined pursuant to
      Section 4.07 of these Bylaws.
      (ii) Manner of Casting Votes. Voting may be by voice or ballot, except that
      any election of
      Directors must be by ballot if demanded by any member at the meeting before
      the voting begins.
      (iii) Voting. Each member entitled to vote shall be entitled to cast one
      vote on each matter submitted
      to a vote of the members. Cumulative voting shall not be permitted.
      (iv) Approval by Majority Vote. If a quorum is present, the affirmative
      vote of a majority of the
      voting power represented at the meeting, entitled to vote and voting on any
      matter, shall be the act of the
      members, unless the vote of a greater number, or voting by classes, is
      required by the California
      Nonprofit Mutual Benefit Corporation Law or by the Articles of
      Incorporation.
      (h) Waiver of Notice or Consent by Absent Members.
      (i) Written Waiver or Consent. The transactions of any meeting of members
      however called or
      noticed and wherever held, shall be as valid as though taken at a meeting
      duly held after regular call and
      notice, if (1) a quorum is present either in person or by proxy, and (2)
      either before or after the meeting,
      each member entitled to vote, not present in person or by proxy, signs a
      written waiver of notice, a
      consent to the holding of the meeting, or an approval of the minutes of the
      meeting. The waiver of
      notice, consent, or approval need not specify either the business to be
      transacted or the purpose of any
      meeting of members, except that, if action is taken or proposed to be taken
      for approval of any of those
      matters specified in Section 4.05(d)(ii), the waiver of notice, consent, or
      approval shall state the general
      nature of the proposal. All such waivers, consents, or approvals shall be
      filed with the corporate records
      or made a part of the minutes of the meeting.
      (ii) Waiver of Attendance. A member's attendance at a meeting shall
      constitute a waiver of notice
      of the meeting, unless the member objects at the beginning of the meeting to
      the transaction of any
      business because the meeting was not lawfully called or convened. Also,
      attendance at a meeting is not
      a waiver of any right to object to the consideration of matters required to
      be included in the notice of the
      meeting but not so included, if that objection is expressly made at the
      meeting.Page 7 of 24
      SECTION 4.06
      ACTION WITHOUT A MEETING
      (a) Action by Unanimous Written Consent. Any action required or permitted
      to be taken by the
      members may be taken without a meeting, if all members consent in writing to
      the action. The written
      consent or consents shall be filed in the corporate minute book. Any
      actions taken by written consent
      shall have the same force and effect as the unanimous vote of the members.
      (b) Action by Written Ballot Without a Meeting. Any action that may be
      taken by any meeting of
      members may be taken without a meeting by written ballot complying with
      Section 4.06(b)(i) and (ii) of
      these Bylaws.
      (i) Solicitation of Written Ballots. The Corporation shall distribute one
      written ballot to each
      member entitled to vote on the matter. Such ballots shall be mailed or
      delivered in the manner required
      by Section 4.05(d)(iii) of these Bylaws. All solicitations of votes by
      written ballot shall (1) indicate the
      number of responses needed to meet the quorum requirement; (2) with respect
      to ballots other than for
      election of Directors, state the percentage of approvals necessary to pass
      the measure; (3) with respect to
      ballots for election of Directors, state the name of each nominee; and (4)
      specify the time by which the
      ballot must be received in order to be counted. Each ballot so distributed
      shall (1) set forth the proposed
      action; (2) provide the members an opportunity to specify approval or
      disapproval of each proposal; and
      (3) provide a reasonable time within which to return the ballot to the
      Corporation, specifying the address
      to which the ballot is to be sent. In any election of Directors, a written
      ballot which is marked by a
      member "withhold" or is otherwise marked in a manner indicating that
      authority to vote is withheld,
      shall not be voted.
      (ii) Number of Votes and Approvals Required. Approval by written ballot
      shall be valid only
      when (1) the number of votes cast by ballot (including those ballots that
      are marked "withhold" or
      otherwise indicate that authority to vote is withheld) and received within
      the time specified equals or
      exceeds the quorum required to be present at a meeting authorizing the
      action, and (2) the number of
      approvals equals or exceeds the number of votes that would be required for
      approval at a meeting at
      which the total number of votes cast was the same as the number of votes
      cast by written ballot without
      a meeting.
      (iii) Revocation. A written ballot may not be revoked.
      (iv) Filing. All written ballots shall be filed with the Secretary of the
      Corporation and maintained in
      the corporate records for at least two (2) years.Page 8 of 24
      SECTION 4.07
      RECORD DATE FOR NOTICE, VOTING,
      WRITTEN BALLOTS, AND OTHER ACTIONS
      (a) Record Date Determined by Board. For purposes of determining which
      members are entitled
      to receive notice of any meeting, to vote, or to give consent to corporate
      action without a meeting, the
      Board of Directors may fix, in advance, a "record date," which shall not be
      more than sixty (60) nor
      fewer than ten (10) days before the date of any such meeting, nor more than
      sixty (60) days before any
      such action without a meeting. Only Members of Record on the date so fixed
      are entitled to notice, to
      vote, or to give consents, as the case may be, notwithstanding any transfer
      of any membership on the
      books of the Corporation after the record date, except as otherwise provided
      in the Articles of
      Incorporation or in the California Nonprofit Mutual Benefit Corporation Law.
      (b) Record Date Not Determined by Board.
      (i) Record Date for Notice or Voting. If not otherwise fixed by the Board,
      the record date for
      determining who is entitled to receive notice of, or to vote at, a meeting
      of members shall be the next
      business day preceding the day on which notice is given or, if notice is
      waived, the business day
      preceding the day on which the meeting is held.
      (ii) Record Date for Action by Written Ballot. If not otherwise fixed by
      the Board, the record date
      for determining those members entitled to vote by written ballot shall be
      the day on which the first
      written ballot is mailed or solicited.
      (iii) Record Date for Written Consent to Action Without Meeting. Unless
      fixed by the Board, the
      record date for determining those members entitled to vote by written
      consent on corporate action
      without a meeting, when no prior action by the Board has been taken, shall
      be the day on which the first
      written consent is given. When prior action of the Board has been taken, it
      shall be the day on which the
      Board adopts the resolution relating to that action.
      (c) Definition of "Members of Record." For purposes of this Section 4.07, a
      person holding a
      voting membership at the close of business on the record date shall be a
      Member of Record.Page 9 of 24
      SECTION 4.08
      PROXIES
      (a) Right of Members. Each member entitled to vote shall have the right to
      do so either in person
      or by one or more agents authorized by a written proxy, signed by the member
      and filed with the
      Secretary of the Corporation. A proxy shall be deemed signed if the
      member's name is placed on the
      proxy (whether by manual signature, typewriting, telegraphic transmission,
      or otherwise) by the member
      or the member's attorney-in-fact.
      (b) Requirement that General Nature of Subject of Proxy be Stated. Any
      proxy covering
      matters for which a vote of the members is required, including amendments of
      the Articles of
      Incorporation or Bylaws changing voting rights; removal of Directors without
      cause; filling vacancies
      on the Board; the sale, lease, exchange, conveyance, transfer, or other
      disposition of all or substantially
      all of the corporate assets, unless the transaction is in the usual and
      regular course of the activities of the
      Corporation; the principal terms of a merger or the amendment of a merger
      agreement; or the election to
      dissolve the Corporation, shall not be valid unless the proxy sets forth the
      general nature of the matter to
      be voted on or, with respect to an election of Directors, the proxy lists
      those who have been nominated
      at the time that notice of the election is given to the members.
      (c) Revocability. A validly executed proxy shall continue in full force and
      effect until:
      (i) revoked by the member executing it, before the vote is case under that
      proxy,
      (A) by a writing delivered by the Corporation stating that the proxy is
      revoked, or
      (B) by a subsequent proxy executed by that member and presented to the
      meeting, or
      (C) as to any meeting, by that member's personal attendance and voting at
      the meeting, or
      (ii) written notice of the death or incapacity of the maker of the proxy is
      received by the Corporation
      before the vote under the proxy is counted, provided, however, that no proxy
      shall be valid after the
      expiration of eleven (11) months from the date of the proxy, unless
      otherwise provided in the proxy,
      except that the maximum term of the proxy shall be three (3) years from the
      date of execution. A proxy
      may be irrevocable. The revocability of a proxy that states on its face
      that it is irrevocable shall be
      governed by the California Nonprofit Mutual Benefit Corporations Law.
      SECTION 4.09
      RECORDS
      (a) List of Members. The Secretary shall keep, or cause to be kept, at the
      Principal Office of the
      Corporation or at a place determined by resolution of the Board, a record of
      the members of the
      Corporation showing each member's name, address, telephone number, facsimile
      number, email
      address, and class of membership.
      (b) Member's Inspection Rights.
      (i) Membership Records. Subject to the California Non-Profit Mutual Benefit
      Corporations Law,
      and unless the Corporation provides a reasonable alternative as provided
      below, any member may do
      either or both of the following for a purpose reasonably related to the
      member's interest as a member:
      (A) Inspect and copy the records of members' names, addresses, and voting
      rights during usual
      business hours on five (5) days' prior written demand on the Corporation,
      which demand must state the
      purpose for which the inspection rights are required; orPage 10 of 24
      (B) Obtain from the Secretary of the Corporation, on written demand and
      tender of a reasonable
      charge established by the Corporation, a list of names, addresses, and
      voting rights of members who are
      entitled to vote for the election of Directors as of the most recent record
      date for which that list has been
      compiled, or as of a date specified by the member, after the date of demand.
      The demand shall state the
      purpose for which the list is required. The Secretary shall make this list
      available to the member on or
      before the latter of ten (10) days after (i) demand is received or (ii) the
      date specified in the demand as
      the date as of which the list is to be compiled.
      The Corporation may, within ten (10) business days after receiving a demand
      under this section, make a
      written offer of an alternative method of reasonable and timely achievement
      of the proper purpose
      specified in the demand without providing access to or a copy of the
      membership list.
      Any inspection and copying under this section may be made in person or by
      the member's agent or
      attorney. The right of inspection includes the right to copy and make
      extracts. Any right of inspection
      extends to the records of any subsidiary of the Corporation.
      (ii) Accounting Records and Minutes. On written demand presented to the
      Corporation, any
      member may inspect, copy and make extracts of the accounting books and
      records and the minutes of
      the proceedings of the members, the Board, and committees of the Board at
      any reasonable time for a
      purpose reasonably related to the member's interest as a member. Any such
      inspection and copying
      may be made in person or by the member's agent or attorney. Any right of
      inspection extends to the
      records of any subsidiary of the Corporation.
      (iii) Maintenance and Inspection of Articles and Bylaws. The Corporation
      shall keep at its
      Principal Office, or if its principal office is not in California, at its
      principal office in California, the
      original or a copy of its Articles of Incorporation and Bylaws, as amended
      to date, which shall be open
      to inspection by the members at all reasonable times during office hours.
      If the principal office of the
      Corporation is outside California and the Corporation has no principal
      business offices in this state, then
      the Secretary shall, on the written request of any member, furnish to that
      member a copy of the Articles
      of Incorporation and Bylaws, as amended to date.Page 11 of 24
      ARTICLE V
      BOARD OF DIRECTORS
      SECTION 5.01
      POWERS
      (a) General Corporation Powers. Subject to the provisions and limitations
      of the California
      Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and
      any limitations of the
      Articles of Incorporation and of these Bylaws, the activities and affairs of
      the Corporation shall be
      managed, and all corporate powers shall be executed, by or under the
      direction of the Board. Members
      of the Board shall be referred to individually as "Director" and
      collectively as "Directors".
      (b) Specified Powers. Without prejudice to these general powers, but
      subject to the same
      limitations, the Board shall have the power to:
      (i) Appoint and remove, at the pleasure of the Board, all Officers, agents
      and employees of the
      Corporation; prescribe powers and duties for them that are consistent with
      law, the Articles of
      Incorporation, and these Bylaws; and fix their compensation and require from
      them surety for faithful
      performance of their duties. Provided, however, that the powers in this
      Section 5.01(b)(i) are delegated
      to the President as provided in Section 7.07(e).
      (ii) Change the Principal Office or the principal business office in the
      state of California from one
      location to another; cause the Corporation to be qualified to conduct its
      activities in any other state,
      territory, dependency or country and conduct its activities within or
      outside the State of California; and
      designate any place within or outside the State of California for the
      holding of any meeting, including
      annual meetings.
      (iii) Adopt and use a corporate seal and alter the form thereof.
      (iv) Borrow money and incur indebtedness on behalf of the Corporation and
      cause to be executed and
      delivered for the purposes of the Corporation, in the corporate name,
      promissory notes, bonds,
      debentures, deeds of trust, mortgages, pledges, hypothecations and other
      evidence of debt and securities.
      SECTION 5.02
      SPECIAL GROUPS
      (a) Organization. The Corporation shall support the organization of special
      groups of members in
      any graphic arts process or product for common action upon matters of
      special interest.
      (b) Board of Directors Representation. If authorized by the Board, special
      groups may designate a
      member of the Board.
      (c) Governance. Special groups specifically authorized by the Board shall
      elect their own officers,
      enact their own bylaws, and determine group policy, so long as all are
      compatible with and in the best
      interest of the Corporation. The President of the Corporation or a member
      of the Corporation staff
      designated by him shall be the ex-officio secretary of all such groups.
      Elected officers may be removed
      for cause by the Board after notice of specific charges, an opportunity to
      answer, and a hearing before
      Board.Page 12 of 24
      SECTION 5.03
      NUMBER OF DIRECTORS; TERM AND
      RESTRICTIONS ON DIRECTORS
      (a) Number of Directors; Composition of Board. The Board shall consist of
      the following:
      (i) 18 at-large directors.
      (ii) The immediate past Chair.
      (iii) Two Supply House representatives.
      (iv) Any member who is also serving as a director or officer of PIA/GATF.
      (v) Representatives of special groups authorized by the Board to
      designate Directors as provided in Section 5.02(b).
      (b) Term. Directors shall serve staggered three year terms, with one-third
      of the 18 at-large
      Directors elected each year. No Director may serve more than two (2)
      consecutive terms. However, if a
      Director is serving as an Officer, this limitation shall not apply, and they
      shall continue to serve until
      they have concluded their service as an Officer.
      (c) Transition. For the election for 2008, lots will be drawn to determine
      which Directors will be
      elected to one, two or three year terms.
      (d) Restrictions on Directors. Not more than forty-nine percent (49%) of
      the persons serving on
      the Board may be Interested Persons. An Interested Person is (1) any person
      being compensated by the
      Corporation of services rendered to it within the previous twelve (12)
      months, whether as a full-time or
      part-time employee, independent contractor, or otherwise; and (2) any
      brother, sister, ancestor,
      descendant, spouse, brother-in-law or father-in-law of such person.
      However, any violation of the
      provision of this paragraph shall not affect the validity or enforceability
      of any transaction entered into
      by the Corporation. A Director may not participate in any vote on any
      proposed transaction with
      another organization or entity of which such Director is also an employee,
      principal or director;
      however, this prohibition does not apply if the proposed transaction is with
      an entity related to the
      Corporation.
      SECTION 5.04
      NOMINATION AND ELECTION OF DIRECTORS
      (a) Nominating Committee. Prior to December 1
      st
      of each year, the Chair shall appoint a
      nominating committee ("Nominating Committee") of seven members, including
      the immediate past
      Chair as chair and three other past Chairs.
      (b) Report of Committee. This Nominating Committee shall recommend names
      for Chair,
      Executive Vice-Chair, Senior Vice-Chair of Finance (Secretary/Treasurer) and
      Vice-Chair (all of whom
      shall be members of the Board) and eighteen (18) at-large Directors from
      among the active members of
      the Corporation to be voted on by the Voting Members in the case of the
      Director candidates and the
      Board in the case of the Officer candidates. Timely delivery to an Officer
      by 2% of the voting power
      will qualify a candidate for balloting for Director, without the
      recommendation of the Nominating
      Committee.Page 13 of 24
      (c) Election by Mail. If the Board determines that election shall be by
      mail, the Nominating
      Committee shall submit its report to the membership prior to January 15
      th
      of the year following its
      appointment as a mail ballot, under section 4.07 of these Bylaws. Results
      shall be tallied and the official
      election report made to the annual meeting.
      (d) Election at Annual Meeting. If the Board determines that the election
      shall be at the annual
      meeting, the report of the Nominating Committee shall be included in the
      notice of the meeting given
      under Section 4.05(d) of these Bylaws.
      (e) Assumption of Office. Those duly elected shall assume office on March 1
      st
      of the year
      following the appointment of the Nominating Committee.
      (f) Use of Corporate Funds to Support Nominee. Without Board authorization,
      no corporate
      funds may be expended to support a nominee for Director after more persons
      have been nominated for
      Director than can be elected.
      SECTION 5.05
      TERM OF OFFICE OF DIRECTORS
      (a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist
      on the occurrence of
      the following:
      (i) The death, removal, suspension or resignation of any Director;
      (ii) The declaration by resolution of the Board of a vacancy in the office
      of a Director who has been
      declared of unsound mind by an order of court or convicted of a felony or
      has been found by final order
      or judgment of any court to have breached a duty under Section 7238 and
      following of the California
      Nonprofit Mutual Benefit Corporation Law.
      (iii) The absence, without excuse acceptable to the Board, from three (3)
      consecutive meetings of the
      Board.
      (b) Resignations. Except as provided in this subsection, any Director may
      resign effective upon
      giving written notice to the Chair, the President or the Secretary, unless
      such notice specifies a later time
      for resignation to become effective. Except upon notice to the Attorney
      General of the State of
      California, no Director may resign when the Corporation would then be left
      without a duly elected
      Director or Directors in charge of its affairs.
      (c) Filling Vacancies. Any vacancy on the Board may be filled by vote of
      the remaining Directors,
      whether or not less than a quorum or by a sole remaining Director.
      (d) No Vacancy on Reduction of Number of Directors. No reduction of the
      authorized number of
      Directors shall have the effect of removing any Director before the
      Director's term of office expires.Page 14 of 24
      SECTION 5.06
      PLACE OF MEETINGS; MEETINGS BY TELEPHONE
      Meetings of the Board shall be held at the Principal Office of the
      Corporation or at such other place as
      has been designated by the Board. In the absence of any such designation,
      meetings shall be held at the
      Principal Office of the Corporation. Any meeting may be held by conference
      telephone or similar
      communication equipment, so long as all Directors participating in the
      meeting can hear one another,
      and all such Directors shall be deemed to be present in person at such
      meeting.
      SECTION 5.07
      ANNUAL, REGULAR AND SPECIAL MEETINGS
      (a) Annual Meeting. The Board shall hold an annual meeting in conjunction
      with the regularly
      scheduled Board meeting in the month of March of each year for the purpose
      of organization, election of
      Officers and the transaction of other business; provided, however, that the
      Board may fix another time
      for the holding of its annual meeting. Notice of this meeting shall not be
      required.
      (b) Other Regular Meetings. The Board shall hold at least one (1) regular
      business meeting
      throughout the year; said meeting shall be held without call and on a date
      to be fixed by resolution of the
      Board; provided however, any given monthly meeting may be dispensed with by
      majority vote of the
      Board. Such regular meetings may be held without notice.
      (c) Special Meetings.
      (i) Authority to Call. Special meetings of the Board for any purpose may be
      called at any time by
      the Chair, the President, the Secretary-Treasurer or any two Directors.
      (ii) Notice.
      (A) Manner of Giving Notice. Notice of the time and place of special
      meetings shall be given to
      each Director by one of the following methods.
      1. By personal delivery of written notice;
      2. By first-class mail, postage prepaid;
      3. By telephone, either directly to the Director or to a person at the
      Director's office who would
      reasonably be expected to communicate that notice promptly to the Director;
      4. By telegram, charges prepaid;
      5. By facsimile transmission; or
      6. By email.
      All such notices shall be given or sent to each Director's address,
      telephone facsimile number and/or
      email addresses as shown on the records of the Corporation.Page 15 of 24
      (B) Time Requirements. Notices sent by first-class mail shall be deposited
      in the United States
      mails at least four (4) days before the date and time set for the meeting.
      Notices given by personal
      delivery, telephone, or telegraph shall be delivered, telephoned, or given
      to the telegraph company at
      least forty-eight (48) hours before the date and time set for the meeting.
      (C) Notice Contents. The notice shall state the date and time of the
      meeting, and the place, if the
      place is other than the Principal Office of the Corporation. The notice
      need not specify the purpose of
      the meeting.
      SECTION 5.08
      QUORUM
      Ten (10) Directors shall constitute a quorum for the transaction of
      business, except to adjourn as
      provided in Section 5.10. Subject to the more stringent provisions of the
      California Nonprofit Mutual
      Benefit Corporation Law, including, without limitation, those provisions
      relating to approval of
      contracts or transactions in which a Director has a direct or indirect
      material financial interest, approval
      of certain transactions between corporations having common directorship,
      creation of or appointment of
      committees of the Board and indemnification of Directors, every act or
      decision done or made by a
      majority of the Directors present at a meeting duly held at which a quorum
      is present shall be regarded
      as the act of the Board. A meeting at which a quorum is initially present
      may continue to transact
      business, notwithstanding the withdrawal of Directors, if any action taken
      is approved by at least a
      majority of the required quorum for the meeting.
      SECTION 5.09
      WAIVER OF NOTICE
      Notice of a meeting need not be given to any Director who signs a waiver of
      notice or a written consent
      to holding the meeting or an approval of the minutes thereof, whether before
      or after the meeting. The
      waiver of notice or consent need not specify the purpose of the meeting.
      All such waivers, consents and
      approvals shall be filed with the corporate record or made a part of the
      minutes of the meeting. Notice
      of a meeting need not be given to any Director who attends the meeting
      without protesting before or at
      its commencement the lack of notice to such Director.
      SECTION 5.10
      ADJOURNMENT
      A majority of the Directors present, whether or not a quorum is present, may
      adjourn any meeting to
      another time and place.
      SECTION 5.11
      NOTICE OF ADJOURNED MEETING
      Notice of the time and place of holding an adjourned meeting need not be
      given, unless the original
      meeting is adjourned for more than twenty-four (24) hours, in which case
      notice of any adjournment to
      another time and place shall be given before the time of the adjourned
      meeting to the Directors who
      were not present at the time of the adjournment.Page 16 of 24
      SECTION 5.12
      ACTION WITHOUT MEETING
      Any action required or permitted to be taken by the Board may be taken
      without a meeting, if all
      members of the Board consent in writing to that action. Such action by
      written consent shall have the
      same force and effect as any other validly approved action of the Board.
      Such written consent or
      consents shall be filed with the minutes of the proceedings of the Board.
      For the purposes of this
      Section 5.12 only, "all members of the Board" shall not include Directors
      who have a material financial
      interest in a transaction to which the Corporation is a party.
      SECTION 5.13
      COMPENSATION
      Directors shall serve without compensation, except for reimbursement of
      expenses.
      ARTICLE VI
      COMMITTEES
      SECTION 6.01
      EXECUTIVE COMMITTEE
      (a) Compensation. There shall be an Executive Committee composed of the
      Officers, regular
      members serving as national association officers, and the immediate past
      Chair. The Executive
      Committee shall be responsible to recommend the annual budget to the Board
      for approval, to review
      and recommend the President's salary, and to consider any subject not
      assigned to other committees for
      consideration before going to the Board.
      (b) Power and Duties. The Executive Committee may act in place and stead of
      the Board between
      Board meetings on all matters, except those actions specifically reserved to
      the Board by these Bylaws,
      pursuant to delegation of authority to such committee by the Board. Actions
      of the Executive
      Committee shall be reported to the Board for ratification at the next Board
      meeting.
      SECTION 6.02
      OTHER COMMITTEES OF THE BOARD
      The Board, by resolution adopted by a majority of the Directors then in
      office, may create one or more
      committees, each consisting of two or more Directors, to serve at the
      pleasure of the Board.
      Appointments to committees of the Board shall be made by the Chair. Any
      such committee, to the
      extent provided in the resolution of the Board, shall have all of the
      authority of the Board, except that no
      committee, regardless of Board resolution, may:
      (i) fill vacancies on the Board or in any committee which has the authority
      of the Board;
      (ii) amend or repeal Bylaws or adopt new Bylaws;
      (iii) amend or repeal any resolution of the Board unless, by its express
      terms, it is so amendable or
      repealable;
      (iv) appoint any other committees of the Board or the members of those
      committees;
      (v) approve any contract or transaction to which the Corporation is a party
      and in which one or more
      of its Directors has a material financial interest, except as such approval
      is provided for in Section
      5233(d)(3) of the California Corporation Code.Page 17 of 24
      SECTION 6.03
      MEETINGS AND ACTIONS OF THE COMMITTEES
      Meetings and action of committees of the Board shall be governed by, held
      and taken in accordance with
      the provisions of Article V of these Bylaws, concerning meetings and other
      action of the Board, except
      that the time for regular meetings of such committees and the calling of
      special meetings thereof may be
      determined either by resolution of the committee or the Board. Minutes
      shall be kept of each meeting of
      any committee of the Board and shall be filed with the Corporation records.
      The Board may adopt rules
      for the governance of any committee not inconsistent with these Bylaws or,
      in the absence of rules
      adopted by the Board, the committee may adopt such rules.
      SECTION 6.04
      AUDIT COMMITTEE
      (a) Composition..The Board shall appoint an Audit Committee composed of a
      minimum of
      three individuals. Audit Committee members need not be Directors but shall
      be members of the
      Corporation. No member of management may be an Audit Committee member.
      Financial
      expertise is desirable for Audit Committee members. Audit Committee members
      shall be
      appointed to one year terms. The Audit Committee may utilize non-voting
      advisors as it sees fit.
      (b) Powers and Duties.. The Audit Committee shall have the powers, perform
      the duties,
      and adhere to the guidelines set forth in the Corporation's Audit Committee
      Charter as amended
      from time-to-time by the Board. Such powers and duties include, without
      limitation, the
      following:
      (i) The Audit Committee shall advise the Chair of the Corporation on
      retention and
      termination of the independent auditor.
      (ii) The Audit Committee shall advise the Chair of the Corporation on the
      compensation of
      the independent auditor.
      (iii) The Audit Committee shall confer with the auditor to determine that
      the financial affairs
      of the Corporation are in order.
      (iv) The Audit Committee shall review the audit and advise the Chair of the
      Corporation
      whether to accept the audit.
      ARTICLE VII
      OFFICERS
      SECTION 7.01
      OFFICERS
      The Officers of the Corporation shall include a Chair, Executive
      Vice-Chair, Senior Vice-Chair of
      Finance (Secretary-Treasurer), Vice-Chair and President (collectively
      "Officers" and individually
      "Officer"). The Corporation may also have, at the Board's discretion, one
      or more Vice Presidents, one
      or more Assistant Secretaries, one or more Assistant Treasurers, and such
      other Officers as may be
      appointed in accordance with Section 7.03 of these Bylaws.Page 18 of 24
      SECTION 7.02
      ELECTION OF OFFICERS
      The Officers of the Corporation, except those appointed in accordance with
      the provisions of Section
      7.03, shall be chosen by the Board, and each shall serve at the pleasure of
      the Board, subject to the
      rights, if any, of an Officer under any contract of employment. The Chair,
      Executive Vice-Chair, Senior
      Vice-Chair of Finance (Secretary-Treasurer) and Vice-Chair shall be limited
      to a term of one year in any
      one office.
      SECTION 7.03
      OTHER OFFICERS
      The Board may appoint and may authorize the Chair or the President or
      another Officer to appoint any
      other Officers that the Corporation may require, each of whom shall have the
      title, hold office for the
      period, have the authority and perform the duties specified in the Bylaws or
      determined from time to
      time by the Board.
      SECTION 7.04
      REMOVAL OF OFFICERS
      Subject to the rights, if any, of an Officer under any contract of
      employment, any Officer may be
      removed, with or without cause, by the Board, or, except in case of an
      Officer chosen by the Board, by
      an Officer on whom such power of removal may be conferred by the Board.
      SECTION 7.05
      RESIGNATION OF OFFICERS
      Any Officer may resign upon written notice to the Corporation without
      prejudice to the rights, if any, of
      the Corporation under any contract to which the Officer is a party.
      SECTION 7.06
      VACANCIES IN OFFICE
      A vacancy in any office because of death, resignation, removal or other
      cause, shall be filled in the
      manner prescribed in these Bylaws for regular appointments to that office.
      SECTION 7.07
      RESPONSIBILITIES OF OFFICERS
      (a) Chair. It shall be the duty of the Chair to preside at all meetings of
      the Corporation, to preside
      at all meetings of the Board, and to serve as Chair of the Executive
      Committee. The Chair shall be the
      point of contact between the Board, the Executive Committee and the
      President. He shall appoint all
      standing committees and their members provided for by these Bylaws, and such
      special committees as
      may be necessary. The Chair shall annually, as soon after his election as
      possible and subject to the
      approval of the Board, appoint the chairs of these committees. He shall be
      an ex officio members of all
      committees of the Corporation. He shall have the power to call special
      meetings and to perform such
      other duties as may be specified at the Annual Meeting or by the Board.
      (b) Executive Vice-Chair. In case of the absence or death of the Chair or
      his inability to act, the
      Executive Vice-Chair shall perform for the time being the duties of the
      Chair's office. The Executive
      Vice-Chair shall serve as Chair of the Long Range Planning Committee.Page 19
      of 24
      (c) Senior Vice-Chair of Finance and Administration (Secretary-Treasurer).
      The Vice Chair
      of Finance and Administration shall, under the direction of the Board, see
      that the funds and assets of the
      Corporation are properly safeguarded and that the minutes as provided in
      these Bylaws are maintained.
      The Secretary-Treasurer shall serve as Chair of the Finance Committee. The
      Secretary-Treasurer may
      direct the President to perform any of the following duties:
      (i) Book of Minutes. The Secretary-Treasurer shall keep or cause to be
      kept, at the Principal Office
      or such other place as the Board may direct, a book of minutes of all
      meetings and actions of the Board
      and of committees of the Board. The Secretary-Treasurer shall also keep, or
      cause to be kept, at the
      Principal Office, a copy of the Articles of Incorporation and Bylaws, as
      amended to date. The
      Secretary-Treasurer shall also maintain a complete and accurate record of
      the membership of the
      Corporation, as well as a record of the proceedings of all meetings of
      members.
      (ii) Notices, Seal and Other Duties. The Secretary-Treasurer shall give, or
      cause to be given,
      notice of all meetings of the Board required by these Bylaws to be given.
      The Secretary-Treasurer shall
      keep, or cause to be kept, the seal of the Corporation in safe custody and
      shall have such other powers
      and perform such other duties as may be prescribed by the Board or the
      Bylaws.
      (iii) Book of Account. The Secretary-Treasurer shall keep or maintain, or
      cause to be kept or
      maintained, adequate and correct books and accounts of the properties and
      transactions of the
      Corporation, and shall send, or cause to be sent, to the Directors such
      financial statements and reports as
      are required by law or these Bylaws to be given.
      (iv) Deposit and Disbursement of Money and Valuables. The
      Secretary-Treasurer shall deposit, or
      cause to be deposited, all money and other valuables in the name and to the
      credit of the Corporation
      with such depositories as may be designated by the Board, shall disburse the
      funds of the Corporation as
      may be ordered by the Board, shall render to the President or Chair, if any,
      when requested, an account
      of all transactions and of the financial condition of the Corporation and
      shall have other powers and
      perform such other duties as may be prescribed by the Board or by the
      Bylaws.
      (v) Bond. If required by the Board, the Secretary-Treasurer shall give the
      Corporation a bond in the
      amount and with the surety or sureties specified by the Board for faithful
      performance of the duties of
      the office and for restoration to the Corporation of all its books, papers,
      vouchers, money and other
      property of every kind in the possession or under his control upon his
      death, resignation, retirement or
      removal from office.
      (d) Vice-Chair. The Vice-Chair shall serve as Chair of the Membership
      Committee.
      (e) President. The President shall be the chief executive and
      administrative officer of the
      Corporation. Within the limits of the policies established by the Board,
      the President shall have full
      authority in the overall administration and management of the affairs of the
      Corporation.Page 20 of 24
      SECTION 7.08
      COMPENSATION
      The Chair, Executive Vice-Chair, Senior Vice-Chair of Finance
      (Secretary-Treasurer) and Vice-Chair
      shall serve without compensation, except for reimbursement of expenses.
      SECTION 7.09
      AUDIT
      (a) Delegation of Audit Functions. The Chair shall be responsible for the
      audit of the
      Corporation including, without limitation, the engagement, compensation, and
      oversight of the
      auditor. The Chair may coordinate the engagement of the auditor with other
      PIASC entities.
      The Board shall retain the ultimate authority concerning the audit. The
      Chair shall report to the
      Board periodically, and the Board shall ratify the Chair's actions.
      (b) Role of Audit Committee. The Chair shall be advised in this matter by
      the Audit
      Committee formed under Section 6.04.Page 21 of 24
      ARTICLE VIII
      INDEMNIFICATION AND INSURANCE
      SECTION 8.01
      INDEMNIFICATION
      (a) Right of Indemnity. To the full extend permitted by law, this
      Corporation shall indemnify its
      Directors, Officers, employees and other persons described in Section
      7237(a) of the California
      Corporation Code, including persons formerly occupying any such position,
      against all expenses,
      judgments, fines, settlements and other amounts actually and reasonably
      incurred in connection with any
      "proceeding", as that term is used in such section and including an action
      by or in the right of the
      Corporation, by reason of the fact that such person is or was a person
      described by such section.
      "Expenses", as used in this Bylaw, shall have the same meaning as in Section
      7237(a) of the California
      Corporation Code.
      (b) Approval of Indemnity. Upon written request to the Board by any person
      seeking
      indemnification under Section 7237(b), the Board shall promptly determine in
      accordance with Section
      7237(e) of the Code whether the applicable standard of conduct set forth in
      section 7237 (b) or Section
      7237(c) has been met and, if so, the Board shall authorize indemnification.
      If the Board cannot
      authorize indemnification because the number of Directors who are parties to
      the proceeding with
      respect to which indemnification is sought is such as to prevent the
      formation of a quorum of Directors
      who are not parties to such proceeding, the Board or the attorney or other
      person rendering services in
      connection with the defense shall apply to the court in which such
      proceeding is or was pending to
      determine whether the applicable standard of conduct set forth in Section
      7237(b) or Section 7237(c) has
      been met.
      (c) Advancement of Expenses. To the full extend permitted by law and except
      as is otherwise
      determined by the Board in a specific instance, expenses incurred by a
      person seeking indemnification
      under these Bylaws in defending any proceeding covered by these Bylaws shall
      be advanced by the
      Corporation prior to the final disposition of the proceeding upon receipt by
      the Corporation of an
      undertaking by or on behalf of such person that the advance will be repaid
      unless it is ultimately
      determined that such person is entitled to be identified by the Corporation.
      SECTION 8.02
      INSURANCE
      The Corporation shall have the right to purchase and maintain insurance to
      the full extent
      permitted by law on behalf of its Officers, Directors, employees and other
      agents of the Corporation,
      against any liability asserted against or incurred by an Officer, Director,
      employee or agent in such
      capacity as arising out of the Officer's, Director's, employee's or agent's
      status as such.Page 22 of 24
      ARTICLE IX
      RECORDS AND REPORTS
      SECTION 9.01
      MAINTENANCE OF CORPORATE RECORDS
      The Corporation shall keep:
      (i) Adequate and correct books and records of account;
      (ii) Minutes in written form of the proceedings of the Board and committees
      of the Board; and
      (iii) A record of its members, including the information identified in
      Section 4.09(a).
      SECTION 9.02
      INSPECTION BY DIRECTORS
      Every Director shall have the absolute right at any reasonable time to
      inspect all books, records and
      documents of every kind and the physical properties of the Corporation and
      the records of each of its
      subsidiary corporations. This inspection by a Director may be made in
      person or by an agent or
      attorney, and the right of inspection includes the right to copy and make
      extracts of documents.
      Every such request shall be referred to the President, who shall have the
      authority to grant or deny the
      request, in whole or in part. In doing so, the President shall consider all
      applicable laws, including
      statutes and case law, and all relevant facts, including whether any
      competing interest, such as the
      expectation of privacy, may be implicated and possibly need to be
      accommodated and balanced against
      the Director's inspection rights. The President may consult with counsel,
      as needed. The Director or
      Directors who made the request shall then have the right to appeal the
      President's decision to the Board,
      who, at the next regularly-held Board meeting, shall make a final
      determination to completely or
      partially uphold, overturn, or modify the President's decision.
      SECTION 9.03
      ANNUAL REPORT
      (a) Annual Report. Except as provided under Section 8321 of the California
      Corporations Code,
      not later than one hundred twenty (120) days after the end of the fiscal
      year of the Corporation, the
      Board shall cause an annual report to be sent to all members. Such report
      shall contain the following
      information in reasonable detail:
      (i) The assets and liabilities, including the trust funds, of the
      Corporation as of the end of the fiscal
      year.
      (ii) The principal changes in assets and liabilities, including trust funds,
      during the fiscal year.
      (iii) The revenue or receipts of the Corporation, both unrestricted and
      restricted to particular
      purposes, for the fiscal year.
      (iv) The expenses or disbursements of the Corporation, for both general and
      restricted purposes,
      during the fiscal year.
      (v) Any information required by Section 9.03(b).Page 23 of 24
      (b) Annual Statement of Certain Transactions and Indemnifications. As part
      of the annual
      report to all members, or as a separate document if no annual report is
      issued, the Corporation shall
      annually prepare and mail or deliver to each member and furnish to each
      Director a statement of any
      transaction or indemnification of the following kind:
      (i) Any transaction to which the Corporation, its parent, or a subsidiary
      was a party, and to which a
      Director had a direct or indirect material financial interest which involved
      more than fifty thousand
      dollars ($50,000.00) or was one of a number of transactions in which the
      same Director had in the
      aggregate, more than fifty thousand dollars ($50,000.00). The statement
      shall include a brief description
      of the transaction, the name of the Director involved, the nature of the
      Director's interest in the
      transaction and, if practicable, the amount of that interest, provided that
      if the transaction was with a
      partnership in which the Director is a partner, only the interest of the
      partnership need be stated.
      (ii) Any indemnification or advances aggregating more than ten thousand
      dollars ($10,000.00) paid
      during the fiscal year to any Officer or Director of the Corporation under
      Article VIII of these Bylaws,
      unless that indemnification has already been approved by the members under
      the California Nonprofit
      Mutual Benefit Corporation Law.
      SECTION X
      LABOR POLICY
      SECTION 10.1
      NO LABOR POLICY
      The Corporation shall have no labor policy. Statements on labor issues may
      be expressed by the
      Corporation on behalf of union and open shop employers at their request.
      SECTION 10.2
      CONFLICT IN LABOR POLICY
      Union employees and open shop employers shall have full authority to
      determine and conduct activities
      jointly or severally which are consistent with Corporation policies. In
      case of conflict with Corporation
      policies, the decision of the Board shall be final.
      ARTICLE XI
      CONSTRUCTION AND DEFINITIONS
      Unless the context otherwise requires, the general provisions, rules of
      construction and definitions in the
      California Nonprofit Mutual Benefit Corporation Law shall govern the
      construction of these Bylaws.
      Without limiting the generality of the above, the masculine gender includes
      the feminine and neuter, the
      singular includes the plural, the plural includes the singular, and the term
      "person" includes both a legal
      entity and a natural person.Page 24 of 24
      ARTICLE XII
      AMENDMENTS
      SECTION 12.01
      ACTION BY THE BOARD
      The Bylaws may be amended or repealed and new Bylaws may be adopted by a
      two-third (2/3) majority
      vote of the Board members present at the meeting at which the matter is
      considered, provided that the
      number of votes cast in favor of the amendment is equal to a majority of a
      quorum.
      SECTION 12.02
      LIMITATIONS ON AMENDMENT OF BYLAWS
      When any provision of these Bylaws requires the vote of a larger proportion
      of the Directors than
      otherwise is required by law, such provision may not be altered, amended or
      repealed except by the vote
      of such greater number. No amendment may extend the term of a Director
      beyond that for which such
      Director was elected.
      SECTION 12.03
      MAINTENANCE OF RECORDS
      The Secretary shall see that a true and correct copy of all amendments of
      the Bylaws, duly certified by
      the Secretary, is attached to the official records of the Corporation at the
      Principal Office of the
      Corporation.
      CERTIFICATE OF SECRETARY-TREASURER
      I, the undersigned, certify that I am the presently elected and acting
      Secretary-Treasurer of
      PRINTING INDUSTRIES ASSOCIATION, INC. OF SOUTHERN CALIFORNIA, a California
      Nonprofit Mutual Benefit Corporation, and the above Bylaws are the bylaws of
      this Corporation as
      recorded in the Minut<br/><br/>(Message over 64 KB, truncated)
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