BYLAWS

Exhibit 3.2

BYLAWS

OF

DELUXE CORPORATION
(AS AMENDED JANUARY 30, 1998)

ARTICLE I

OFFICES, CORPORATE SEAL

SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the
State of Minnesota shall be as set forth in the articles of incorporation as
amended from time to time (the "articles of incorporation") or the most recent
resolution of the board of directors of the corporation (the "board of
directors") filed with the secretary of state of Minnesota changing the
registered office.

SECTION 2. SEAL. The corporation shall not have a corporate seal.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. REGULAR MEETINGS OF SHAREHOLDERS.

(a) Regular meetings of the shareholders of the corporation shall be held on
such date and at such time and place as the board of directors shall designate.

(b) At a regular meeting of shareholders, the shareholders of the corporation,
voting as provided in the articles of incorporation and these bylaws, shall
elect a board of directors and shall transact such other business as may
properly come before them.

(c) At any regular meeting of shareholders, a person may be a candidate for
election to the board of directors only if such person is nominated (i) by the
board of directors, (ii) by any nominating committee or person appointed by the
board of directors and authorized to make nominations for


election to the board of directors, or (iii) by a shareholder, who complies with
the procedures set forth in this paragraph. To properly nominate a candidate, a
shareholder shall give written notice of such nomination to the chief executive
officer or secretary of the corporation not later than the date specified by
Rule 14a-8 (as amended from time to time and any successor rule or regulation,
"Rule 14a-8") promulgated under the Securities Exchange Act of 1934 (as amended
from time to time, the "Exchange Act") as the last date for receipt by the
corporation of shareholder proposals; shall attend the meeting with the
candidate whom the shareholder wishes to nominate; and shall propose the
candidate's nomination for election to the board of directors at the meeting.
The notice by a shareholder shall set forth as to each person whom the
shareholder recommends for nomination (v) the name, age, business address and
residence address of the person; (w) the principal occupation or employment of
the person; (x) the number of shares of stock of the corporation owned by the
person; (y) the written and acknowledged statement of the person that such
person is willing to serve as a director of the corporation; and (z) any other
information relating to the person that would be required to be disclosed in a
solicitation of proxies for election of directors pursuant to Regulation 14A (as
amended from time to time) under the Exchange Act had the election of the person
been solicited by or behalf of the corporation.

(d) To be properly brought before a regular meeting of shareholders, business
must be (i) directed to be brought before the meeting by the board of directors
or (ii) proposed to be considered at the meeting by a shareholder by giving
written notice of the proposal containing the information required by Rule 14a-8
to the chief executive officer or secretary of the corporation not later than
the date specified by Rule 14a-8 as the last date for receipt by the corporation
of shareholder proposals and shall be presented at the meeting by the proposing
shareholder.

(e) No business shall be conducted at a regular meeting of shareholders of the
corporation except business brought before the meeting in accordance with the
procedures set forth in this Section; provided, however, that once business has
been properly brought before the meeting in accordance with such procedures,
nothing in this Section shall be deemed to preclude discussion by any
shareholder of any such business. If the introduction of any business at a
regular meeting of shareholders does not comply with the procedures specified in
this Section, the chair of the meeting shall declare that such business is not
properly before the meeting and shall not be considered at the meeting.

SECTION 2. QUORUM AT REGULAR MEETINGS OF SHAREHOLDERS. The holders of a majority
of shares outstanding, entitled to vote for the election of directors at a
regular meeting of shareholders, represented either in person or by proxy, shall
constitute a quorum for the transaction of business.

SECTION 3. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders of the corporation may be called and held as provided in the
Minnesota Business Corporation Act (as amended from time to time, the "MBCA").

SECTION 4. ADJOURNED MEETINGS. Regardless of whether a quorum shall be present
at a meeting of the shareholders of the corporation, the meeting may be
adjourned from time to time for up to 120 days after the date fixed for the
original meeting without notice other than announcement at the time of
adjournment of the date, time and place of the adjourned meeting.



SECTION 5. VOTING. At each meeting of the shareholders of the corporation, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Unless otherwise provided by the MBCA or the articles of
incorporation, each shareholder shall have one vote for each share having voting
power registered in such shareholder's name on the books of the corporation as
of the record date. Jointly owned shares may be voted by any joint owner unless
the corporation receives written notice from any one of them denying the
authority of that person to vote such shares. Except as otherwise required by
the MBCA, the articles of incorporation or these bylaws, all questions properly
before a meeting of shareholders shall be decided by a vote of the number of the
greater of (i) a majority of the shares entitled to vote on the question and
represented at the meeting at the time of the vote, or (ii) a majority of the
minimum number of shares entitled to vote that would constitute a quorum for the
transaction of business at the meeting.

SECTION 6. RECORD DATE. The board of directors may fix a date, not less than 20
days nor more than 60 days preceding the date of any meeting of the shareholders
of the corporation, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the corporation after any record date so
fixed. If the board of directors fails to fix a record date for determination of
the shareholders entitled to notice of, and to vote at, any meeting of
shareholders, the record date shall be the 30th day preceding the date of such
meeting. Unless the board of directors sets another time on the record date for
the determination of the shareholders of record, such determination shall be
made as of the close of business on the record date.

SECTION 7. NOTICE. There shall be mailed to each shareholder, shown on the books
of the corporation to be a holder of record of voting shares, at his or her
address as shown on the books of the corporation, a notice setting out the date,
time and place of each regular and special meeting. Notice of each meeting of
the shareholders of the corporation shall be mailed at least seven days and not
more than 60 days prior thereto except as otherwise provided by the MBCA. Every
notice of any special meeting of the shareholders of the corporation called
pursuant to Section 3 hereof shall state the purpose or purposes for which the
meeting has been called and shall otherwise conform to the requirements of the
MBCA.

SECTION 8. WAIVER OF NOTICE. Notice of any regular or special meeting of the
shareholders of the corporation may be waived by any shareholder either before,
at or after such meeting orally or in a writing signed by such shareholder or a
representative entitled to vote the shares of such shareholder. A shareholder,
by attending any meeting of shareholders, shall be deemed to have waived notice
of such meeting, except where the shareholder objects at the beginning of the
meeting to the transaction of business because the meeting is not lawfully
called or convened, or objects before a vote on an item of business because the
item may not lawfully be considered at that meeting and does not participate in
the consideration of the item at that meeting.

SECTION 9. CONDUCT OF MEETING. The chairman of the board of directors, or if
there shall be none or in his or her absence, the highest ranking officer of the
corporation, determined in accordance with Article IV among a group consisting
of the chief executive officer, president and the vice presidents, who is
present at the meeting, shall call to order and act as the chair of any meeting
of the shareholders of the corporation. The secretary of the corporation shall
serve as the secretary of the meeting or, if there shall be none or in his or
her absence, the secretary of the meeting shall be such person as the chair of
the meeting appoints. The chair of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to take or
refrain from taking such actions as, in the judgment of the chair of the
meeting, are appropriate for the conduct of the meeting. To the extent not
prohibited by the MBCA, such rules, regulations and procedures may include,
without limitation, establishment of (i) an agenda or order of business for the
meeting, (ii) the method by which business may be proposed and procedures for
determining whether business has been properly (or not properly) introduced
before the meeting, (iii) procedures for casting and the form of ballots to be
used by shareholders in attendance at the meeting and the procedures to be
followed for counting shareholder votes, (iv) rules, regulations and procedures
for maintaining order at the meeting and the safety of those present, (v)
limitations on attendance at or participation in the meeting to shareholders of
record of the corporation, their duly authorized proxies or such other persons
as the chair of the meeting shall determine, (vi) restrictions on entry to the
meeting after the time fixed for commencement thereof and (vii) limitations on
the time allotted to questions or comments by participants. Any proposed
business properly before the meeting shall be deemed to be on the agenda. Unless
and to the extent otherwise determined by the chair of the meeting, it shall not
be necessary to follow Robert's Rules of Order or any other rules of
parliamentary procedure at the meeting of shareholders. Following completion of
the business of the meeting as determined by the chair of the meeting, the chair
of the meeting shall have the exclusive authority to adjourn the meeting.


ARTICLE III

DIRECTORS

SECTION 1. RESPONSIBILITIES AND TERM. The business and affairs of the
corporation shall be managed by or under the direction of the board of
directors. The number of directors shall be determined in accordance with the
articles of incorporation. The term of each director shall continue until the
next succeeding regular meeting of the shareholders of the corporation, and
until his successor is elected and qualified.

SECTION 2. QUORUM AND VACANCIES. A majority of the board of directors shall
constitute a quorum for the transaction of business; provided, that if any
vacancies exist by reason of death, resignation, or otherwise, a majority of the
remaining directors shall constitute a quorum for the filling of such vacancies.



SECTION 3. VOTING. Except where otherwise required by the MBCA, the articles of
incorporation or these bylaws, the board of directors shall take action by
affirmative vote of the greater of (i) a majority of the directors present at a
duly held meeting at the time the action is taken or (ii) a majority of the
minimum number of directors that would constitute a quorum for the transaction
of business at the meeting of directors.

SECTION 4. MEETINGS OF THE BOARD OF DIRECTORS. Meetings of the board of
directors may be held from time to time within or without the state of
Minnesota.

SECTION 5. NOTICE. Meetings of the board of directors shall be held on such
dates and at such times and places as the board of directors may establish and
may be called by the chairman of the board of directors or chief executive
officer by giving at least twenty-four hours notice of the meeting, if the
meeting is to be held at the registered office of the corporation or by
telephone conference conducted as permitted by the MBCA or at least five days
notice if the meeting is to be held elsewhere, or by any other director by
giving at least five days notice of the meeting. Notice of each meeting shall
specify the date, time and place thereof and shall be given to each director by
mail, telephone, facsimile message or in person. Notice shall not be required if
the date, time and place of a meeting of the board of directors has been set by
resolution of the board of directors or otherwise announced at a previous
meeting of the board of directors or if the meeting is an adjourned meeting of
the board of directors if the date, time and place of the adjourned meeting was
announced at the meeting at which adjournment is taken.

SECTION 7. WAIVER OF NOTICE. Notice of any meeting of the board of directors may
be waived by any director either before, at, or after such meeting orally or in
a writing signed by such director. A director, by attending any meeting of the
board of directors, shall be deemed to have waived notice of such meeting,
except where the director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened
and does not participate thereafter in the meeting.

SECTION 8. WRITTEN CONSENT OR OPPOSITION. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the board of
directors. If such director is not present at the meeting, such written consent
or opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but such written consent or opposition
shall be counted as a vote in favor of or against the proposal and shall be
entered in the minutes or other record of action at the meeting, if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.

SECTION 9. COMPENSATION. Directors who are not employees of the corporation
shall receive such compensation as shall be set from time to time by the chief




executive officer, subject to the power of the board of directors or a committee
thereof to change or terminate any such compensation. The chief executive
officer shall also determine whether directors shall receive their expenses, if
any, of attendance at meetings of the board of directors or any committee
thereof and procedures for the reimbursement of such expenses, subject to the
power of the board of directors or a committee thereof to change or terminate
any such reimbursements or procedures. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving proper compensation therefor.

SECTION 10. STOCK OWNERSHIP. Directors shall be shareholders of the corporation.

SECTION 11. EXECUTIVE COMMITTEE. The board of directors may, by unanimous
affirmative action of all of the directors, designate two or more of their
number to constitute an executive committee, which, to the extent determined by
unanimous affirmative action of all of the directors, shall have and exercise
the authority of the board of directors in the management of the business of the
corporation subject to such limitations and procedures as may be established by
the board of directors in connection with any such action; provided, however,
that the board of directors shall not delegate to such committee any power to
amend the bylaws, declare dividends, fill vacancies on the board of directors or
on the executive committee, or elect or remove officers of the corporation. Any
such executive committee may meet at stated times or on notice given by any of
their own number, however, it may act only during the interval between meetings
of the board of directors. Vacancies in the membership of the executive
committee shall be filled by the board of directors at a regular meeting or at a
special meeting called for that purpose.

ARTICLE IV

OFFICERS

SECTION 1. CORPORATE OFFICERS. The officers of the corporation shall consist of
a chief executive officer and a chief financial officer elected by the board of
directors and, if elected by the board of directors, a president, secretary, one
or more assistant secretaries, a treasurer and one or more assistant treasurers.
The board of directors may also elect and designate as an officer of the
corporation one or more vice presidents and such other officers and agents as
the board of directors may from time to time determine. The chairman of the
board of directors, if one is elected, may be designated by the board of
directors as an officer of the corporation. Any number of offices may be held by
the same person.

SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board
directors, if one is elected, shall preside at all meetings of the shareholders
and directors and shall have such other duties as may be prescribed from time to
time by the board of directors.




SECTION 3. CHIEF EXECUTIVE OFFICER. The chief executive officer of the
corporation shall have general active management of the business and affairs of
the corporation. In the absence of the chairman of the board of directors, or if
one is not elected, the chief executive officer shall preside at all meetings of
the shareholders and directors. The chief executive officer shall see that all
orders and resolutions of the board of directors are carried into effect. The
chief executive officer may execute and deliver, in the name of the corporation,
any deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the corporation unless the authority to execute and deliver is
required by the MBCA to be exercised by another person or is expressly delegated
by the articles of incorporation, these bylaws or by the board of directors to
some other officer or agent of the corporation. In the absence of the secretary
and assistant secretary, or if none shall be elected, the chief executive
officer shall maintain records of and, whenever necessary, certify all
proceedings of the board of directors and the shareholders. The chief executive
officer shall have such other duties as may, from time to time, be prescribed by
the board of directors. The powers and duties specified herein may be modified
or limited at any time by the board of directors.

SECTION 4. PRESIDENT. The president, if one is elected, shall have such power
and duties regarding the management and daily conduct of the business of the
corporation as shall be determined by the board of directors, and, unless
otherwise provided by the board of directors, such power and duties of the chief
executive officer as may be delegated to the president by the chief executive
officer. Unless otherwise provided by the board of directors, in the absence of
the chairman of the board of directors (or if one is not elected) and the chief
executive officer, the president shall preside at all meetings of the
shareholders and directors. In the absence of the chief executive officer, the
president shall succeed to the chief executive officer's powers and duties
unless otherwise directed by the chief executive officer or the board of
directors.

SECTION 5. CHIEF FINANCIAL OFFICER. The chief financial officer shall (i) keep
accurate financial records for the corporation; (ii) deposit all moneys, drafts
and checks in the name of, and to the credit of, the corporation in such banks
and depositories as the board of directors shall, from time to time, designate
or otherwise authorize; (iii) have the power to endorse, for deposit, all notes,
checks and drafts received by the corporation; (iv) disburse the funds of the
corporation, making or causing to be made proper vouchers therefor; (v) render
to the chief executive officer and the board of directors, whenever requested,
an account of all of his or her transactions as chief financial officer and of
the financial condition of the corporation, and (vi) perform such other duties
as may, from time to time, be prescribed by the board of directors or by the
chief executive officer. The powers and duties specified herein may be modified
or limited at any time by the board of directors.

SECTION 6. VICE PRESIDENTS. Each vice president shall have such powers and
duties as may be prescribed by the board of directors and, unless otherwise
provided by the board of directors, such power and duties of the chief executive
officer or president as



may be delegated from time to time to each vice president by the chief executive
officer or president, as the case may be. In the event of the absence of the
president, the vice presidents shall succeed to the duties and powers of such
office in the order in which they are elected, as appears from the minutes of
the meeting or meetings at which such elections shall have taken place, unless
otherwise provided by the board of directors, chief executive officer or
president.

SECTION 7. SECRETARY. The secretary, if one shall be elected by the board of
directors, shall be secretary of and shall attend all meetings of the
shareholders and board of directors. The secretary shall act as clerk thereof
and shall record all proceedings of such meetings in the minute book of the
corporation and, whenever necessary, certify all proceedings of the board of
directors and the shareholders. The secretary shall give proper notices of
meetings of shareholders and directors. The secretary shall, with the chairman
of the board of directors, president or any vice president, sign or cause to be
signed by facsimile signature all certificates for shares of the corporation and
shall have such other powers and shall perform such other duties as may be
prescribed from time to time by the board of directors.

SECTION 8. TREASURER. The treasurer, if one shall be elected by the board of
directors, shall have such powers and duties as may be prescribed by the board
of directors and, unless otherwise provided by the board of directors, such
power and duties of the chief financial officer as may be delegated from time to
time to the treasurer by the chief financial officer. In the absence of the
chief financial officer, the treasurer shall succeed to the duties and powers of
the chief financial officer unless otherwise directed by the board of directors,
chief executive officer or chief financial officer.

SECTION 9. ASSISTANT SECRETARY AND ASSISTANT TREASURER. Any assistant secretary
or assistant treasurer, who may from time to time be elected by the board of
directors, may perform the duties of the secretary or of the treasurer, as the
case may be, under the supervision and subject to the control of the secretary
or of the treasurer, respectively. Unless otherwise provided by the board of
directors, the chief executive officer or the secretary, in the event of the
absence of the secretary, an assistant secretary shall have the powers and
perform the duties of the office of secretary. If there shall be more than one
assistant secretary, the assistant secretary appearing as first elected in the
minutes of the meeting at which such elections shall have taken place shall
exercise such powers and have such duties. Unless otherwise provided by the
board of directors, the chief executive officer or the treasurer, in the event
of the absence of the treasurer, an assistant treasurer shall have the powers
and perform the duties of the office of treasurer. If there shall be more than
one assistant treasurer, the assistant treasurer appearing as first elected in
the minutes of the meeting or meetings at which such elections shall have taken
place, shall exercise such powers and have such duties. Each assistant secretary
and each assistant treasurer shall also have such powers and duties of the
secretary or the treasurer as the secretary or the treasurer respectively may
delegate to such assistant and shall also have such other powers and



perform such other duties as may be prescribed from time to time by the board of
directors.

SECTION 10. VACANCY. If there shall occur a vacancy in the office of chief
executive officer or chief financial officer, such vacancy shall be filled by
the board of directors as expeditiously as practicable. If there shall occur a
vacancy in the position of chairman of the board of directors or, subject to the
foregoing, in any other office of the corporation by reason of death,
resignation, or otherwise, such vacancy may, but need not, be filled by the
board of directors.

SECTION 11. REMOVAL, REPLACEMENT AND REASSIGNMENT. The board of directors may at
any time and for any reason, with or without cause (i) remove or replace the
chairman of the board of directors, whether or not such action results in a
vacancy in such chairmanship, provided that such action shall in no event
terminate the directorship of such person unless such action is effective in
accordance with the MBCA to remove such person as a director; (ii) remove,
replace or reassign the incumbent chief executive officer or chief financial
officer, provided that if such action results in a vacancy in such office, the
board of directors shall act to fill that vacancy as provided in Section 10
hereof; (iii) remove, replace or reassign the incumbent in any other office of
the corporation whether or not such action results in a vacancy in any such
office; and (iv) reduce, add to, reassign or otherwise change the powers and
duties specifically conferred upon any officer of the corporation by these
bylaws or by any action of the board of directors, or any officer acting by
authority conferred by these bylaws or action of the board of directors or
otherwise. Any officer of the corporation to whom such authority shall have been
delegated by the board of directors and, unless otherwise provided by the board
of directors, the chief executive officer, may at any time and for any reason,
with or without cause, remove, replace or reassign the incumbent in any office
of the corporation other than the chairman of the board of directors, the chief
executive officer, the president and the chief financial officer.

ARTICLE V

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. INDEMNIFICATION. The corporation shall indemnify all officers and
directors of the corporation for such expenses and liabilities, in such manner,
under such circumstances and to the fullest extent permitted by the MBCA. Unless
otherwise approved by the board of directors, the corporation shall not
indemnify any officer or director of the corporation who is not otherwise
entitled to indemnification pursuant to the prior sentence of this Section.




ARTICLE VI

AMENDMENT OF BYLAWS

SECTION 1. AMENDMENTS. Except as otherwise provided by the MBCA, these bylaws
may be amended in whole or in part by a vote of a two thirds majority of all of
the directors. Such authority of the board of directors is subject to the power
of the shareholders, exercisable in the manner provided in the MBCA, to adopt,
amend, or repeal bylaws adopted, amended, or repealed by the board of directors.