Logic User's Group

By-Laws of Logic Users Group, LUG

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ARTICLE I

LUG Organization

Section 1 - Name.

The name of this users group shall be:

Logic Users Group.

The acronym is LUG.

Section 2 - Non-Profit Users group.

This shall be a non-profit users group organized by its members.

Section 3 - Address.

There is no independent office or address for LUG. The directors shall use their individual addresses as needed to receive mail.

Section 4 - Purposes.

The purposes for which the Users group is organized are as follows:

To form a users group of Logic users to promote the common business interests of the members.
To facilitate communications between Logic users and EFI.
To have a stronger and unified voice in expressing needs and concerns from Logic users with EFI.
To provide a forum where discussions can take place, where concerns can be voiced, ideas shared, product suggestions developed, needs addressed, and questions answered.
To provide the opportunity to learn and stay current with technological developments from seminars, classes, panel discussions and informal discussions among Logic users, EFI personnel, and experts in various related fields within the commercial printing industry.
To mutually benefit from discussions and from sharing best business practice ideas and methods on various areas of commercial printing and Logic implementation.

ARTICLE II

Membership

Section 1 - Membership.

The membership of the Users group shall consist of Active Members.

Section 2 - Requirements of Active Members.

Active members shall be any reputable, operating establishment engaged in and conducting business with the use of the Logic Management System from EFI – or will be implementing Logic within 3 months of membership application.
To become an active member, prospects must fill out a membership application form which will be designed and approved by the Board of Directors.
The amount of dues will be determined by the Board of Directors. When dues are required, dues will entitle member to 12 months of continuous membership.
If dues are not paid within 3 months of the end of the 12 month enrollment period, the member’s active membership will automatically lapse.

Section 3 - Voting.

Each membership shall be on a “one per company” basis, although more than one person from each company can participate in LUG. Each participating member company shall designate one person from each company as the voting party.

Section 4 - Membership Termination.

Membership in this Users group may be suspended or terminated by majority vote of the Board of Directors following due hearing upon charges of conduct in violation of the principles of this Users group.
Termination of membership for any reason whatsoever shall be a release of all rights, title, equity and interests in the property and other assets of this Users group.

ARTICLE III

Committees

Section 1 - Specific Interests.

Subject to the approval of the Board of Directors, members may unite for common action upon matters specific to their special interests in committees.

Section 2 - Committee Organization.

Such committees, when organized, shall elect at least two officers, a secretary and a chairman. Other officers may be elected if desired. The Chairman of such committee will, by virtue of his position as a chairman of a committee, be a member of the Board of Directors, with voice and vote as designated by the Board of Directors.

Section 3 - Committee Dues.

ARTICLE IV

Management

Section 1 - Board of Directors.

There shall be a Board of Directors composed of not less than five (5) or more than fifteen (15) active members elected by the membership annually as hereinafter provided. In addition to the immediate past president, the officers of the Users group shall serve as Directors. Terms of Directors other than Users group officers shall be for three (3) years.

Section 2 - Meetings.

The Board of Directors shall meet at least one (1) time annually. This face-to-face meeting will coincide with EFI’s annual Connect gathering or conference.

Section 3 - Officers.

The officers of the Users group shall be a follows:

President

VP - Communications

VP - Events

VP - Webmaster

Secretary

Treasurer

Member at Large

Past President

Section 4 -President.

The President has the following responsibilities:

Shall preside at Conference Calls and all meetings of the Users group and of the Board of Directors.
He or She shall exercise general supervision over the affairs of the Users group, subject to direction he or she receives from the Board of Directors.
He or She shall make sure that there are regularly scheduled Conference Calls and other meetings as directed by the Board of Directors.
Provide leadership for and assist other officers in fulfilling their responsibilities.

Section 5. Vice President, Communications.

The Vice President of Communications has the following responsibilities:

Shall assist the President and in his or her absence and preside and perform the duties of the President.
He or she shall coordinate communications as directed by Board of Directors.
Work with users to determine communication needs.

Section 6. Vice President, Events.

The Vice-President of Events has the following responsibilities:

Determines what events best serve LUG.
Coordinate Events as directed by the Board of Directors.

Section 7. Vice President, Webmaster.

The Vice-President of Webmaster has the following responsibilities:

Writes and coordinates Website as directed by the Board of Directors.

Section 8. Secretary. The Secretary has the following responsibilities:

Shall record meeting minutes.
Write up minutes of conference calls and send to all members of the Board of Directors.
Communicate to all users regarding upcoming meetings and seminars.

Section 9. Treasurer.

The Treasurer has the following responsibilities – when and if there is monies in the LUG account:

Shall have charge of the finances of the Users group and deposit same in bank or banks elected by the Board of Directors.
He or she shall keep a strict account of all money received and disbursed; and may be authorized to sign or jointly sign with the President or First Vice-President all vouchers and instruments to be made for, or on behalf of, the Users group as determined by the Board of Directors.
He or she shall present, whenever required by the majority of the Board of Directors a detailed statement of the finances, which shall be audited by a firm of Certified Public Accountants, selected by the officers and approved by the membership, the cost of such bond being paid for by the Users group.
He or she shall also operate the Users group within the budget approved by the Board of Directors, and carry out other duties as may be designed by the Board of Directors. He or she shall also work with officers and users to set annual dues, communicate to users dues amount and when they are to be paid, formulate with the President a proposed budget for the users to approve, deposit dues into approved bank account, and provide quarterly financials to Directors and officers and annual financials to users.

Section 10. Nominations and Elections.

Not less than fifteen (15) days prior to the Annual Meeting of the Users group, the President shall send an email out to current members asking for nominations.
Annually, prior to the Annual Meeting, the Board of Directors shall determine the number of Directors to serve during the ensuing year.

Section 11. Nomination From the Floor.

Additional nominations may be made from the floor at the Annual Meeting. The President shall serve a two (2) year term and shall remain on the Board as Past President for a one (1) year term. The First Vice-President/s shall serve up to a three (3) year term unless elected as President. The Secretary will serve a three (3) year term. The Treasurer will serve a three (3) year term.

Section 12. Filling Vacancy on the Board of Directors.

The Board of Directors by a simple majority vote of the Active Members of the Board, may replace any Officer or Director who is unable to fulfill the responsibilities of his or her office. The new member may be elected to the unexpired term of the replaced or until the member is able to assume the duties of his or her office.

Section 13. Control.

The Board of Directors shall have control and management of affairs, funds and property of the Users group.

Section 14. Quorum.

A simple majority of Active Members of the Board of Directors shall constitute a quorum.

Section 15. Resignation.

Any Officer or Director who finds that he or she is unavailable for the adequate fulfillment of the responsibilities of his or her office may resign through written notice to the President. The President of the Board of Directors shall have the right to replace a Director who is unable to attend two (2) consecutive Board meetings.

ARTICLE V

Revenues and Expenditures

Section 1. Revenues.

The revenues of this Users group shall be derived from dues paid in by each member and from such other charges for corporate services and activities as may be determined by the Board of Directors.

Section 2. Dues for Active Members.

The basic structure for dues assessment of Active Members shall be that established and approved annually by the Board of Directors.

Section 3. Dues for Associate Members.

Dues for Associate Members shall be determined annually by the Board of Directors.

Section 4. Equitable Dues.

Dues of Members shall be equitably assessed and shall be sufficient to defray the expenses of this Users group. The rate of such dues shall be determined by the Board of Directors, which shall have the authority to increase or decrease such rate whenever in its judgment it shall be found inadequate or excessive.

Section 5. Fiscal Year.

The fiscal year of this LUG shall be the same as the calendar year: January 1^st to December 31^st.

Section 6. Budget.

The Board of Directors shall approve a budget before the first of each fiscal year to cover all proposed expenditures of this Users group.

ARTICLE VI

Corporate Activities

Section 1. Add or Delete Activities. The primary objective of the Users group shall be to promote and assist the members in their businesses. The Board of Directors shall continuously monitor, analyze and evaluate the activities of the Users group to determine whether the overall effectiveness of the Users group’s activities are meeting the goal. The Board of Directors, in its sole discretion, may from time to time add new activities or eliminate out-dated or ineffective activities which do not promote the goals of the Users group.

ARTICLE VII

Membership Meetings

Section 1. Annual Meeting. The Annual Meeting shall be held in the Spring of each year in conjunction with the “Connect” show which is given by EFI, unless otherwise ordered by the Board of Directors.

Section 2. Special Meetings. All special meetings of this Users group shall be convened by a representative designated from and through due notice from the President to each member. Special meetings shall be called upon written request from five (5) active members.

Section 3. Notice of Meetings. Notice of all regular meetings shall be given to each member not less than ten (10) days before date of such meetings by email notification. Notice of a telephone meeting will be given two (2) days prior to the date of such meetings. Notice of all special meetings, with the reason for the meeting, shall be given each member not less than five (5) days before the time set for each meeting.

Section 4. Quorum. Ten (10) active Members of the Users group shall constitute a quorum at all regular or special meetings for the transaction of business.

ARTICLE VIII

Appeals

Section 1. Appeal to the Membership.
Any member may appeal to the entire membership, by written notice to the President, any Users group on any questions.

Section 2. Appeal Action at Meetings.

Such appeal shall not be acted upon until the next regular meeting following data of notice unless time is of such an essence in the appeal and the appellant is able to have a special meeting called in accordance with Article VII, Section 2.

Section 3. Voting.

A majority vote of those present at any meeting of the Users group shall be necessary to reverse any decision of the Board of Directors. Nothing in this section shall be construed as depriving a member of the Board of Directors of the right to voted upon any appeal.

ARTICLE IX

Miscellaneous Provisions

Section 1. Information Available to Members.

This constitution together with the By-Laws, roster of members, declaration of principles and agreed policies, dues schedules, rules and trade customs shall be made available to members of this Users group.

Section 2. Members Observe All Rules.

In accepting membership in this Users group all members shall, upon election, be deemed to have subscribed to all principles and policies as set forth in the By-Laws, and to have agreed to observe all rules and trade customs fostered by the Users group.

ARTICLE X

Powers and Liabilities

Section 1. Liabilities.

Nothing contained herein shall constitute the members of this Users group as partners for any purpose, nor shall any member of this Users group be liable in any manner to anyone of any act of any other member, officer, agent or employee of this Users group, nor shall any member, officer, agent or employee of this Users group be liable to anyone for any act or omission to act hereunder, except for his or her own willful misfeasance. Nothing herein shall relieve any member, officer, agent or employee of this Users group from duties or responsibilities imposed upon him.

Section 2. Indemnification.

The Board of Directors is hereby authorized to indemnify the officers and directors of this Users group against any and all liability whether caused by their negligence or otherwise and may at its option purchase liability insurance on behalf of officers and directors of the Users group. Indemnification shall include the payment of reasonable attorney’s fees on behalf of any officer or director in defense of any claim or lawsuit against said officer or director based on any action or inaction in connection with corporate matter.

ARTICLE XI

Amendments

Section 1. Voting.

These By-Laws may be amended at a regular meeting of the Users group by a majority vote of the Active Membership present or at any special meeting by a majority vote of the Active Membership present provided written notice of a desire to amend the By-Laws shall be given to the Active Membership at least ten (10) days prior to the meeting at which such amendments are to be voted upon or by a majority affirmative vote of the Active Membership by mail upon the authority of the Board of Directors.

ARTICLE XII

Proxies

Section 1. Proxies.

The Users group shall recognize voting by proxy provided that such proxy is evidenced in writing with a specific appointment of the person to act on behalf of the voting party and executed and dated by the party. Said proxy shall be valid for the period specified therein and if not specified, then for up to sixty (60) days following the execution of the proxy.

ARTICLE XIII

Users group Employees

Section 1. Employment.

The Users group may from time to time hire independent contractors from time to time as it deems necessary to perform Users group business as Board of Directors may direct. Employees shall not be hired.

Section 2. Other Interest.

No independent contractor of this Users group or a dependent or relatives of such employee shall have an interest financially or be affiliated with EFI., or any member of the Users group.

ARTICLE XIV

Order of Business

Section 1. Order of Business.

The order of business at all meetings of this Users group and of the Board of Directors shall be as follows:

1. Review the minutes of the previous meeting.

2. Reports of Officers

3. Reports of Standing Committees

4. Reports of Special Committees

5. Unfinished Business

6. New Business

7. For the Good of the Industry

8. Adjournment

The order of business may be changed upon a vote of a majority of the persons authorized to vote and in attendance at the meeting.

Section 2. Rules of Order.

All business shall be conducted pursuant Roberts Rules of Order.

These By-Laws adopted Wednesday, August 30, 2006.

THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF

LOGIC USERS GROUP, INC.

The undersigned, being all members of the Logic User’s Group Board of Directors of the Users group, resolve that the bylaws set forth above are adopted and shall be of the same effect immediately. This writing is ordered and filed with the Minutes of the Board of Directors and shall constitute the organizational meeting of Logic Users Group, Inc., under and pursuant to its Articles of Incorporation filed with the Secretary of State of Nevada on the Wednesday, September 12, 2006.

”RESOLVED, that this Users group shall not have a corporate seal, but may adopt one in the future if deemed necessary.

RESOLVED, that the By-Laws which are attached and made a part hereof and which have been reviewed and approved by the directors are adopted as the By-Laws of this Users group.

RESOLVED, that the following named persons be elected to serve in the office set forth opposite their respective names until their successors shall have been elected and shall qualify:

Contact	Board Position	Company
Dave Richman	President VP - Communications	ProlabWest, Inc.
Jane Veinot	VP – Events	Lowe-Martin Group, The
Daniel Causey	VP - Website	Rose Printing Co., Inc.
John C. Lorusso	Secretary	Integrity Graphics
Christopher Adams	Treasurer	Monroe Litho
Allen Senninger	Member at Large	Access Business Group
Marcus McCarthy	Member at Large	Dome Printing
Marvin McCarthy	Past President	Dome Printing

RESOLVED, that this Users group establish an account for the deposit of the Users group’s funds with such bank as the Treasurer shall deem necessary, and that the corporate officers are authorized to establish such an account and designate among their number the authorized signatures.

RESOLVED, that the Secretary is instructed to prepare and certify the appropriate forms of the resolution required by said bank to evidence the authority conferred by the resolutions and such resolutions are thereupon hereby incorporated and adopted by reference to the same extent as is set forth herein.

RESOLVED, that the initial dues for membership in this Users group is hereby established at $100 annually.

RESOLVED, that the officers of the Users group are hereby authorized to initiate the formation of the various committees if desired and to proceed to formulate such activities as the officers deem necessary to carry out the purposes of the Users group.

RESOLVED, No general liabilities insurance and errors and omissions insurance on behalf of officers and directors is authorized to be purchased at this time.

This resolution adopted Wednesday, August 30, 2006 by unanimous vote of all the directors of the Users group consisting of:

Dave Richman

Jane Veinot

John C. Lorusso

Christopher Adams

Daniel Causey

Allen Senninger

Ronald A Purdes

Marcus McCarthy

Marvin McCarthy