Promotional Products Association of the Mid-South

BYLAWS OF PROMOTIONAL PRODUCTS ASSOCIATION OF THE MID-SOUTH, INC.

ARTICLE I CORPORATION SECTION I.1

Corporate Name. The name of the corporation shall be Promotional Products Association of the Mid-South, Inc. (the "Corporation"), a Tennessee mutual benefit corporation organized pursuant to the Tennessee Nonprofit Corporation Act (the "Act"). No officer, director, member or employee of the Corporation shall use the name, logo or other insignia of the Corporation for other than official Corporation business without written authorization of the board of directors.

SECTION I.2.

Corporate Offices. The Corporation shall have and continuously maintain in the State of Tennessee a registered office and registered agent whose office address is identical with such registered office and may have other offices within or without the State of Tennessee as the board of directors may from time to time determine.

SECTION I.3.

Corporate Purposes. The Corporation is organized and shall be operated exclusively as follows: (A) to receive, administer, and expend funds to promote and represent the common business interests of, and improve business conditions among, members of the promotional products industry in the mid-south; (B)

to engage in such other activities, exercise such other powers and privileges, take such other actions and carry out such other purposes as may be authorized by the charter of the Corporation and which are permitted to be carried on by an entity that is described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code") and exempt from taxation under Code section 501(a), or any corresponding section of any future federal tax code.

SECTION I.4.

Restrictions on Purpose and Activities. Notwithstanding any other provisions of these bylaws to the contrary, the following restrictions shall apply to the purposes, operations and activities of the Corporation: (A) the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Corporation; (B) no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these bylaws; and (C)

the Corporation shall not carry on any other activities not permitted to be carried on by an entity described in Section 501(c)(6) of the Code and exempt from Federal income tax under Section 501(a) of the Code.

SECTION I.5.

Corporate Dissolution. Upon the dissolution of the Corporation, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation, the board of directors shall cause the remaining assets of the Corporation to be distributed exclusively for the common business interests of its members or to organizations that are exempt from Federal income tax under Section 501(a) of the Code by virtue of being described in Code Section 501(c)(6) of the Code and whose purpose is to further the interests of the promotional products industry. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations as said court shall determine that are organized and operated exclusively as an organization described in Section 501(c)(6) of the Code and exempt from Federal income tax under Section 501(a) of the Code and whose purpose is to further the interests of the promotional products industry.

ARTICLE II

MEMBERSHIP

SECTION II.1.

Membership Classes. Membership in this Corporation shall consist of Regular Members, Associate Members and Honorary Life Members.

SECTION II.2.

Regular Members. Regular members shall be open to (i) organizations that are actively engaged in, and derive a significant portion of their income from, the manufacture and/or sale of promotional products, and (ii) organizations that are primarily a service provider to the promotional products industry. Regular membership shall be held by the organization with each employee of the organization being considered a member of the Corporation via his or her employment. Each regular member organization shall have one vote to be exercised by a representative designated by that organization. Any organization member employee may serve as an officer, director, or committee member of the Corporation. Regular members shall be members of PPAI, listed by number with ASI or supply five (5) letters of recommendation from current PPAMS members. An application for membership must be made to and approved by a majority of the board of directors.

SECTION II.3.

Associate Members. Associate membership shall be available to other interested individuals or organizations that do not otherwise meet the requirements of regular membership and are not primarily considered consumers of promotional products. Associate members have all the rights and privileges of regular members, but are not eligible to vote or hold office. An application for membership must be made to and approved by a majority of the board of directors.

SECTION II.4.

Honorary Life Members. Honorary Life Membership may be conferred by the board of directors upon any outstanding individual who, in the opinion of the board of directors, has contributed to the success of the Corporation and/or the promotional products industry. Honorary life members shall have all the rights and privileges as regular members, but are not eligible to vote or hold office. Honorary life members shall not pay dues or initiation fees.

SECTION II.5.

Dues. Membership dues will be determined annually by the board of directors. Dues may not be prorated for partial year membership. Members whose dues are delinquent for 45 days will be dropped from the membership. Members whose dues are delinquent for 90 days must reapply for membership.

SECTION II.6.

Expulsion and Suspension. Any member may be suspended or expelled from the Corporation for due cause which shall include a violation of these bylaws or any rule or practice properly adopted by the Corporation or any other conduct, in the opinion of the board of directors, that is prejudicial to the interests of the Corporation or the promotional products industry. Prior to a vote for suspension or expulsion, the member must be notified by registered U.S. mail, postage prepaid, at least 20 days in advance, with a statement of the cause for such suspension or expulsion, and the date, time and location of the board of directors meeting called to decide the appropriate action. The member shall have the right to attend said board of directors meeting, be heard and respond to the notice. Suspension or expulsion of a member shall be by two-thirds vote of the entire board of directors. A suspended or expelled member may appeal such board action within 10 days by written request for review made to the president. The president shall appoint a panel of 5 regular members not serving on the board to review the board's decision. The ruling of this panel is final. Any member suspended or terminated shall not be released from any liability of dues or other monies due and shall not be entitled to or receive any refund of dues.

SECTION II.7.

Meetings. The Corporation will hold an annual meeting of the membership at such time as may be determined by a majority vote of the directors. Business to be conducted shall include, but not be limited to, the installation of the board of directors and the reading of the financial statement. To conduct business, except as otherwise noted in these bylaws, the members present shall constitute a quorum.

ARTICLE III

BOARD OF DIRECTORS

SECTION III.1.

Initial Board of Directors. The initial board of directors of the Corporation shall consist of those individuals currently holding the position of director of Promotional Products Association of the Mid-South until successors are appointed as provided in these bylaws.

SECTION III.2.

Powers. The policy making powers of the Corporation shall be vested in and exercised by the board of directors, which shall have charge, control and responsibility for the management of the policies, property, affairs and funds of the Corporation and which shall alone determine compliance with the Corporation's stated purposes and have the power and authority to do and perform all acts or functions not inconsistent with these bylaws or the Corporation's charter. Specifically, the board of directors is authorized and empowered to create, appoint, establish or name such committees, councils or other person or persons to exercise some or all of the powers which would otherwise be exercisable by the board of directors as the board of directors shall deem necessary or appropriate and shall have the power by resolution to delegate and designate those powers, rights and privileges of the board of directors which shall be vested in and exercised by one or more such committees, counsels, or other person or persons to the extent permitted by the charter of the corporation, these bylaws, the Code and the applicable provisions of the Act.

SECTION III.3.

Number of Directors and Composition of Board of Directors. Nine (9) members shall comprise the board of directors, consisting of five (5) officers and four (4) at-large directors (collectively referred to as "directors" and singularly referred to as "director"). The five officer positions shall be: president, vice president, treasurer, secretary and immediate past president. Officers shall serve a term of one year on the board of directors. The at-large directors shall serve two year terms with two at-large directors being elected each year. It is intended that the board of directors reflect a cross-section of the members.

SECTION III.4.

Vacancies on the Board of Directors. If a vacancy occurs on the board of directors, the remaining members of the board of directors may appoint a successor to fill the vacancy for the unexpired term. If a director leaves the employ of a member organization and is not re-employed by a member organization within one hundred twenty (120) days, such director's position on the board of directors shall terminate automatically.

SECTION III.5.

Presence at Meetings. Any director who is absent from three (3) consecutive board meetings or is absent from any four (4) board meetings within one year shall be considered to have resigned from the board of directors.

SECTION III.6.

Nominations and Elections. A nominating committee shall be appointed by the president and approved by the board of directors. The committee shall consist of five members; the outgoing president as chairman, two "supplier" members and two "distributor" members. The nominating committee, shall be formed by June 1st of each year unless otherwise determined by the board of directors. The nominating committee in advance of the placing a member's name as a candidate on the ballot, must receive confirmation from the nominee that he or she accepts the nomination and will serve if elected. The nominating committee may not nominate a member of the committee for a board of directors position, except for the current president to serve as immediate past president position. The committee shall submit to the membership a slate of candidates for each officer and at-large director position by making ballots available to each member, with a provision for write-in candidates by November 1st of each year. The committee shall announce the elected officers and directors by December 15th of each year. Election of the board of directors shall be conducted by mail vote of eligible members. The chairman of the nominating committee is to receive the returned ballots for counting by the nominating committee. There shall be a four week period for return of the ballots before counting. Election for each position shall be by a plurality of the votes for that position from the returned ballots. In the event of a tie vote, the matter will be settled by a coin toss.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

SECTION IV.1.

Regular Meetings of the Board of Directors. The board of directors shall initially hold regular meetings at least quarterly at the principal office of the Corporation or at such other place as may be designated from time to time by the board of directors, for the purpose of transacting such business as may be required or permitted pursuant to the Corporation's charter, these bylaws or as may otherwise be properly presented to the board of directors. The date and time for regular meetings shall be established, and is subject to change, by the board of directors. Regular meetings of the board of directors shall be open to all members.

SECTION IV.2.

Special Meetings of the Board of Directors. Special meetings of the board of directors may be called by the president and any two (2) directors, or upon the petition of five (5) directors provided to the president. The business to be conducted at the special meeting shall be stated in the notice of such special meeting and only that business may be conducted. If business is to be conducted at a special meeting, a majority of the board of directors must be present.

SECTION IV.3.

Notice of Board Meetings. Written notice of the date, time and location of all regular or special board meetings shall be by any reasonable means, including first class U.S. mail, facsimile transmission or hand delivery. Unless properly waived, notice shall be given to each director and each regular member at least ten (10) days before the time of the regular or special meeting.

SECTION IV.4.

Action by Written Consent. Waiver of notice of any board meeting or any action required to be taken at a meeting of the board of directors, or any action which may be taken at a meeting of the board of directors or of any committee of the board of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of the committee, as the case may be. Any consent signed by all the directors or all the members of the committee shall have the same effect as a unanimous vote and may be stated as such in any document.

SECTION IV.5.

Quorum at Board Meetings. For all meetings of the board of directors (other than for action taken by unanimous written consent), an initial quorum shall be required in order to convene and begin the meeting. An initial quorum shall constitute a majority of the directors in office immediately before the meeting begins. Once an initial quorum is present to organize a meeting, a quorum of the board of directors for the continuance of the meeting shall consist of one third (1/3) of the number of directors of the Corporation. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the board of directors unless the Act, the charter or bylaws of the Corporation requires the vote of a greater number of directors.

SECTION IV.6.

Procedure at Meetings. Robert Rules of Order Revised (latest edition) shall govern procedure at all meetings of all boards and committees on matters where not covered expressly by these bylaws. ARTICLE V BOARD COMMITTEES SECTION V.1.

General Committees. Committees of the board of directors may be standing or special as specified by these bylaws or as designated by the board of directors from time to time and shall be authorized or established by the board of directors. Committees may be created or terminated at any time by resolution. Except as provided in Tennessee Code Annotated § 48-58-302, members of any standing or special committee may be members of the board of directors or other natural persons, and they shall serve at the pleasure of the board of directors.

SECTION V.2.

Appointment. Committees shall be appointed by the president for such tasks as circumstances warrant. A committee shall limit its activities to the accomplishment of the tasks for which it is appointed and shall have no power to act except as specifically conferred by action of the board of directors. The president shall appoint a member of the committee to serve as chairman.

SECTION V.3.

Committee Procedures Generally. Each committee shall record minutes of its deliberations, recommendations and conclusions and shall promptly deliver a copy of such minutes to the secretary of the Corporation. Reasonable notice of the meetings of any committee shall be given to the members thereof. The committee chairman may invite to any committee meeting such individuals as he or she may select who may be helpful to the deliberations of the committee. A majority of the members of each committee shall constitute a quorum for the transaction of business and the act of a majority of the members of any committee present at a meeting at which a quorum is present shall be the action of the committee. Each committee may operate through the establishment of one or more subcommittees to be composed of such members of the committee and to have such duties and responsibilities as shall be delegated to the subcommittee by the committee. Each committee may adopt rules for its own operations and that of its subcommittees not inconsistent with these bylaws, the policies of the board, the charter of the Corporation, the Code or the Act.

SECTION V.4.

Authorized Committees. The board of directors is authorized and encouraged to appoint a chairperson and have operate the following committees:
1. Membership
2. Newsletter
3. Education
4. Exhibits and Trade Shows
5. Telephone Tree
6. Programs
7. Legislative
8. Public Relations

SECTION V.5

Binding Effect. No action taken or recommendation made by a committee shall be binding upon the Corporation until after the approval thereof by the board of directors or the membership, except for the nominations of the nominating committee.

ARTICLE VI

OFFICERS OF THE CORPORATION

SECTION VI.1.

Designation of Corporate Officers. The officers of the Corporation shall be a president, vice president, a secretary, a treasurer, and an immediate past president and such other officers as the board may establish from time to time.

SECTION VI.2.

Term and Removal. An officer may be elected or appointed for a designated term or for an unspecified term but shall continue to hold office until a successor shall have been duly elected or appointed in accordance with these bylaws. Any two (2) or more offices may be held by the same person except the offices of president and secretary. Any officer may be removed from office at any time with or without cause by action of the board of directors.

SECTION VI.3.

President. The president shall be the executive officer of the Corporation, shall preside at meetings of the Corporation and board of directors and shall be a member, ex-officio, with right to vote on all committees. The president shall perform all the normal and customary supervision of any and all paid staff positions, including hiring and firing with board of directors approval. The president will also, at the annual meeting and at such other times as the president shall deem proper, communicate to the Corporation or to the board of directors such matters and make such suggestions as may, in the president's opinion, tend to promote the welfare and increase the usefulness of the Corporation, and shall perform other duties as are necessarily incident to the office of the president or as may be prescribed by the board of directors.

SECTION VI.4.

Vice President. The duties of the vice president are to include those duties requested by the president. In case of the death or absence of the president or of his or her inability for any cause to act in the capacity of president, the vice president shall assume the duties of the president.

SECTION VI.5.

Treasurer. It will be the duty of the treasurer to collet dues and fees and other monies from members and others. The treasurer shall keep an account of all monies received and expended for the use of the Corporation, and shall make disbursements authorized by the board of directors and shall make a report at each board meeting, at the annual business meeting and when called upon by the president. The funds, books and vouchers of the treasurer shall be subject to verification and inspection by the board of directors at all times. At the expiration of his or her term of office, the treasurer shall deliver to the treasurer-elect all books, monies and other property, or, in the absence of a treasurer-elect, to the president. The treasurer and any other members of the board of directors who are responsible for the signing of checks shall be properly bonded by an authorized bonding agency.

SECTION VI.6.

Secretary. It shall be the duty of the secretary to give notice of and attend all business meetings of the Corporation, conduct correspondence and to keep a list of the members of the Corporation. Responsibilities also include taking and reporting the minutes of all board of directors meetings and general membership business meetings. The secretary shall also keep and hold safe all association records, papers and past meeting minutes, except those financial records kept by the treasurer.

SECTION VI.7.

Immediate Past President. The position of immediate past president is to provide continuity and perspective to the board of directors and to assist with a smooth transition in the changing of officers and directors. In the event the immediate past president is either unwilling or unable to serve his or her term, the board of directors shall appoint another past president to this position.

SECTION VI.8

Consecutive Terms. The president and vice president shall not serve consecutive terms in the same office.

ARTICLE VII

COMPENSATION

Service to the Corporation shall be on a voluntary basis. No officer or director may receive a salary or other compensation. Reimbursement for expenses incurred in or on official association business may be made with board of directors approval. Gifts and other non-cash honorarium not to exceed $75.00 per person per year may be made with board of directors approval. Non-member paid staff and other professional services may be approved by the board of directors when in the best interest of the Corporation.

ARTICLE VIII

FISCAL MATTERS

SECTION VIII.1

Fiscal Year. The fiscal year of the corporation shall commence on September 1 of each year and shall end on December 31 of each year, except as the board of directors in its discretion, shall otherwise determine.

SECTION VIII.2.

Expenditures. All expenditures in excess of one hundred dollars ($100.00) shall be approved by the board of directors. Expenditures up to one hundred dollars ($100.00) must be authorized by the president. Routine operating supplies and approved budgeted items are exempt from this article.

SECTION VIII.3.

Contracts. The president and his or her designees shall be authorized to execute contracts on behalf of the Corporation. In addition, the board of directors may authorize other officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, with such authority being either general or confined to specific instances.

SECTION VIII.4.

Loans and Indebtedness. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board or directors. Such authority may be general or confined to specific instances. No loan shall be granted to an officer or director of the corporation.

SECTION VIII.5.

Checks, Drafts. Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation or to the Corporation, shall be signed or endorsed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION VIII.6.

Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as shall be approved by the board of directors.

SECTION VIII.7.

Maintenance of Records. The Corporation shall keep correct and complete books and records of account and other records of the activities of the Corporation as may be appropriate. All such records shall be open to inspection upon the demand of any member of the board of directors.

SECTION VIII.8.

Auditors. The board of directors shall select the independent auditor or auditors for the Corporation and its related entities.

To the fullest extent permitted by the Tennessee Nonprofit Corporation Act, as it may be amended from time to time, a director or incorporator of the Corporation shall not be liable to the Corporation for monetary damages for breach of fiduciary duty as a director or incorporator. If, after the date these bylaws are executed, the Tennessee Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of a director or incorporator of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Nonprofit Corporation Act, as so amended from time to time. Any repeal or modification of this Article Ten by the Corporation shall not adversely affect any right or protection of a director or incorporator of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereafter referred to as a "Proceeding"), by reason of the fact that he or she is or was a director or incorporator of the Corporation or is or was serving at the request of the Corporation as a director (or the equivalent thereof) of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter referred to as an "Indemnitee"), whether the basis of such Proceeding is alleged action in an official capacity as a director or in any other capacity while serving as a director, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Tennessee Nonprofit Corporation Act, as it may be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including but not limited to counsel fees, judgments, fines, ERISA, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director or incorporator and shall inure to the benefit of the Indemnitee's heirs, executors and administrators. The right to indemnification conferred in this Article Ten shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in any such Proceeding in advance of its final disposition (hereinafter referred to as an "Advancement of Expenses"); provided, however, that an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article Ten or otherwise, the Indemnitee furnishes the Corporation with a written affirmation of his or her good faith belief that he or she has met the standards for indemnification under the Tennessee Nonprofit Corporation Act, and a determination is made that the facts then known to those making the determination would not preclude indemnification.

The Corporation may indemnify and advance expenses to an officer, employee or agent who is not a director to the same extent as to a director by specific action of the Corporation's Board of Directors or by contract. The rights to indemnification and to the Advancement of Expenses conferred in this Article Ten shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the charter, these bylaws, agreement, vote of disinterested directors or otherwise.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Nonprofit Corporation Act. Notwithstanding anything in this Article Ten to the contrary, the provisions of this Article Ten shall be subject to all limitations applicable to organizations that are described in Section 501(c)(6) of the Code and exempt from Federal income taxation under Code Section 501(c). Accordingly, this Article Ten shall be of no force and effect to the extent such provisions are inconsistent with such limitations.

These bylaws may be amended, repealed or altered, in whole or in part by two-thirds vote of the board of directors provided the changes are submitted for ratification to the membership of the Corporation within 30 days. Ratification shall be by mail vote with two-thirds of returning ballots in the positive to effect the change.