PACE Bylaws

PACE is the Print Alliance Credit Exchange. Its members are manufacturers of print media and related products. As the name implies, members share Accounts Receivable and A/R related information on mutual customers. The purpose of sharing information is to minimize overall credit risk.

MEMBERSHIP QUALIFICATIONS
To join PACE, an applicant must meet the following qualifications:

• Must be involved in the manufacturing of forms, labels, tags, binders, envelopes, ink, software, advertising specialties, graphic designs, bar codes, or any item utilized in the print media industry.
• Must comply with two of the following three items (A, B, or C); and item D:

Must have been in business for 1 year;
OR
B) Have 50 active dealer or distributor accounts, with "active" being defined as some activity in the previous 12 months;
OR
C) Have annual sales exceeding $500,000; and
D) 51% of sales must be of your own manufacture.

• You must be able to contribute your A/R data, and any credit status changes, regularly as defined under the membership Terms and Pricing to the PACE database.
• You must have Internet access to view information in the PACE database.

MEMBERSHIP IN GOOD STANDING
Failure to maintain "good standing" will result in deactivation from the PACE database, possible loss of membership, and membership fees. In order to maintain "good standing," a member must:

• Submit A/R data regularly, as defined under the membership Terms and Pricing
• Pay any Service Provider invoices according to terms
• Use PACE data for credit purposes only, not for sales or sales related purposes
• Keep PACE data confidential (don't reveal it to customers or to sales staff); and keep member identities confidential

If an allegation that a member has violated any of the above, or is not in compliance with any other By-law, the Chairman of the Executive Committee shall investigate. If a violation is found, the member shall be able to present its defense, either in person or in writing, at the next regularly scheduled PACE Executive Committee meeting.

MEMBERSHIP TERMS AND PRICING
Membership is for a 12 month period commencing with February 1 of that year. If a member joins within the 12 month period, the contract will be prorated to February 1st. Membership automatically renews unless the member gives notice, in writing at least 30 days prior to their membership renewal date that they are not renewing. Any notice of cancellation of membership must be sent to both the Executive Committee and the Service Provider. Any membership fee paid is nonrefundable.

A) Members Fees
The membership fee is $775.00 and will be billed annually. Membership requires attending at least one conference annually or will be billed an additional non-attendance fee of $500 after the October conference each year.

B) Automated / Manual Submitters

Automated Data Submitters - Members who are "Automated Submitters" (members who submit their A/R files by email or disk) have an entitlement of 125 credit reports. Automated Data Submitters are required to submit data every month. A member may order reports over their entitlement, however there will be an additional charge of $5.00 for each additional report over their entitlement. The additional charge will be billed annually.

Manual Data Submitters – Members who are "Manual Submitters" (members who manually type their A/R data into the database) are entitled to 100 credit reports. Manual Data Submitters are required to respond to all A/R requests in a timely fashion, and enter experience on at least 20 of their customers a month . Experience is defined as, responding to Existing A/R Requests, or by entering data on a case by case basis on any current customer within their own database. Manual submitters will add any new customers to the A/R database. A member may order reports over their entitlement, however there will be an additional charge of $5.00 for each additional report over their entitlement. The additional charge will be billed annually.

C) Credit Reports
A member will be limited to 15 reports per day. If they need more, they can request, for good reason, that the Administrator contact either the Chairperson, or another available Executive Committee member to get permission to temporarily increase this daily limit.

D) Flash Submissions
Flash notice submissions are required for each member. Flashes should be entered to the database on a continuous basis when relevant. Flashes should be entered concerning a customer when related to final demands, accounts placed for collection, non-sufficient funds, bankruptcy, past due amounts, and any other miscellaneous credit related information.

E) Conference Fees
Each member will be assessed a fee to attend a conference. A member will be charged an additional fee for each additional company representative to attend a conference. Guests are welcome to attend the conference and will be charged an additional fee that will allow them to participate in the conference social activities. All conference fees will be determined prior to registration for each conference.

F) Conference Cancellation Fees
Any last minute cancellations to a conference are subject to any applicable conference cancellation fees.

EXECUTIVE BOARD RESPONSIBILITIES
Executive Board – This board verifies that the Bylaws are enforced and takes the necessary steps to preserve and expand the group. The Chairperson and Administrator are responsible for enforcing the Bylaws. The Chairperson has the authority to appoint other committees to accomplish the goals of the group. The board consists of a Chairperson, First Vice Chairperson, Second Vice Chairperson, Former Chairperson (when available), an Alternate and an AdministratorIf a Quorum is unavailable for Executive Board Meetings, the Chairperson can select another member from another committee to serve as an acting Executive Board member for that meeting with a unanimous approval of the attending Executive Board members. The Executive Board oversees all other committees and works with them in a joint effort to keep PACE a "necessary tool" that credit managers need. The Chairperson is responsible for the semi-annual conferences. The Executive Board is the backbone of PACE, therefore the membership nominates and votes for the person they feel would best represent them and make the best possible decisions for the growth and future of PACE. More than one person from a member company may serve on the Executive Board, however only one vote is allowed per company. Maximum of two members from one Member Company may serve on the Executive Board.

TERMINATION AND VACANCY OF EXECUTIVE BOARD MEMBERS
An Executive Board member shall be deemed to have resigned as such concurrent with the time he/she is no longer employed in the member’s company.

The Alternate will assume that position on the board until the next scheduled board vote . If there is more than one vacancy during the same year, then the Executive Board members may, by unanimous vote, appoint a new board member to the vacancy.

EXECUTIVE BOARD - ELECTION PROCESS
The board consists of five elected positions as detailed above. Each position on the board serves for a two year term before succeeding to the next position on the board, except the Alternate. The Alternate only serves for a two year period. Elections will be held in the fall, to fill the Second Vice Chairperson position and the Alternate. Elections will be held by written means, either thru USPS or an electronic alternative, to insure that every member company has the opportunity to vote. Response from at least 50% of the membership is required to consider the voting complete. In the event that we do not receive 50% of member responses, a second deadline will be issued and the Executive Committee is responsible to contact the members who did not respond. If the second deadline fails to achieve 50% response, then any candidate with a majority of the received responses will be deemed the winner. A written announcement will be sent to all members at the conclusion of the voting. The succession of the board will occur in January, and the term will be for two years.

COMMITTEES AND RESPONSIBILITIES
Marketing Committee - This committee discusses and works on all marketing aspects of the group. They are constantly looking into ways of advertising our group and how to join forces with prospective/new groups. The committee is always trying to institute new methods and procedures that will be beneficial in targeting companies in the industry to join PACE. The committee is extremely important for the growth of our interchange and identifying the problems in the industry.

Education Committee - This committee in conjunction with the Executive Committee is responsible for planning the agenda for the semi-annual conferences. They also will assist in site selection for conferences. We greatly rely on the Education Committee to make our conferences interesting, beneficial, educational and exciting.

Newsletter Committee - This committee determines what type of articles would be interesting, informative, education and fun for the newsletter. Committee members may approach the membership and ask them if they would be willing to write an article for the newsletter. The committee members will follow up and make sure all the articles are submitted to the Newsletter Chair by the deadline date. After the committee proofreads all the articles and makes the necessary revisions, they submit the articles to the service provider where "it goes to press."

Computer Committee – This committee discusses issues, ideas and new features that will enhance the GOAMEGA website for all PACE members. The Computer Committee also implements new features on the website to enable the members to make quick and accurate credit decisions everyday. This committee is always trying to think of new features that will make the GOAMEGA website crucial in their everyday credit decisions.

CONFERENCES
Conferences will be held in spring and fall. The conference shall begin with a reading of a Pledge which specifies what may and may not be discussed by members. The conference shall be educational in content, and will include account reviews. The Chairperson, or a committee appointed by the Chairperson, shall determine the conference agenda. The Group Administrator shall send the membership the conference notice and agenda not later than 60 days prior to the date of the conference.

TREASURY
A treasury account shall be funded by proceeds from over usage ($2.00 from every "over usage" report); or any funds received from special guest speaker presentations. In addition, $500.00 will be charged to each member for not attending a semi-annual conference and, be deposited in the treasury. The treasury shall be governed by the Executive Committee to benefit the group.

BY-LAW AMENDMENTS
Any provision may be amended, added or changed, by 15 day written notice to the membership (by fax or e-mail). If more than 50% of the submitted votes approve, the amendment and/or changes/additions will be passed into law. In the event that we do not receive 50% of member responses, a second dateline will be issued and the Executive Committee is responsible to contact the members who did not respond.

By signing this, you agree to comply with all the provisions required for membership; and to comply with all provisions contained herein.

THE PACE PLEDGE

Reminder of the Purpose of Organization and Avoidance of Anti-trust Scrutiny

From time to time we believe that it is necessary to remind the members of the purpose of the Credit Interchange so that it may remain an effective and focused organization. The purpose of the Credit Interchange is to provide accurate, reliable and current credit information on customers of our members so that the membership can make rational and educated decisions regarding the extension of credit to their customers. The information generated by the Credit Interchange is intended to be used for credit decision-making purposes only, not as a vehicle to expand sales volume. The Credit Interchange is also not a place to exchange specific credit terms or prices charged to customers.

The membership should keep in mind that certain communications between competitors can result in violation of the federal antitrust laws. As you probably know, it is not permissible to discuss and exchange price information with your competitors. The Supreme Court of the United States has stated that credit terms are a component of price; therefore, their exchange is illegal. Catalano, Inc. v. Target Sales, Inc., 446 U.S. 643(1980).

Furthermore, it is against the law for competitors to agree to refuse to sell goods or to agree to fix prices charged to a particular person, company or industry. This includes fixing of credit terms. However, it is not illegal to discuss the credit history or financial condition of mutual customers.

The Membership should keep these facts in mind when participating in discussions involving individual customers. In order to lessen the likelihood of antitrust lawsuits from disgruntled customers, comments among competitors should be limited to a customers’ credit history (such as that information which is contained on our credit and meeting reports). Comments from members stating their specific credit terms given to a customer or their recommendations that credit not be extended are not permitted at credit interchange meetings. It is the policy of the Credit Interchange that each member independently fix credit terms for each of their customers based upon the factual information at their disposal. No member should discuss that type of information at Interchange meetings or privately.

We wish to maintain the Credit Interchange as an effective means to keep current financial information on your customers for our use in credit decision-making.

In order to continue to succeed in fulfilling the Interchange’s purpose, we need your full participation in its proceedings, mindful of the above considerations.

Application and Eligibility Statement

Signature represents a contract between the Parties, applicant & PACE, under the laws of the State of New York.

As an officer, executive or authorized representative of the business applying for membership, I certify that the applicant meets the requirements stated, and shall comply with all of the rules and regulations of PACE.