Form: 10-K405

Annual report [Sections 13 and 15(d), S-K Item 405]

December 31, 1969

EXHIBIT 3B

Published on December 31, 1969



EXHIBIT 3B

AMENDED BY-LAWS
OF
DELUXE CORPORATION

ARTICLE I

Offices, Corporate Seal

SECTION 1. The registered office of this corporation shall be l080 West County
Road F, Saint Paul, Ramsey County, Minnesota, and the corporation may have
offices at such other places as the Board of Directors shall, from time to time,
determine, either within or without the State of Minnesota.

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

ARTICLE II

Meetings of Shareholders

SECTION 1. The annual meeting of the shareholders of the corporation entitled
to vote for the election of Directors, shall be held at its registered office in
the City of Saint Paul (or at such other place within or without the State of
Minnesota as may be determined by resolution of the Board of Directors adopted
at a meeting duly called for such purpose, not less than twenty (20) days before
the date of such annual meeting), on a date between May 1 and May 20, with the
actual date to be determined from year to year by the Board of Directors on or
before March 1 of each year, at such time of day as shall be specified in the
notice of the meeting, or if that date shall fall upon a holiday, then on the
next succeeding business day.

SECTION 2. Except as may otherwise be provided by the Board of Directors from
time to time, only shareholders of record at the close of business on a date
twenty (20) days prior to the date of the annual meeting shall be entitled to
vote at such meeting.

SECTION 3. A notice of the annual meeting of the shareholders of the
corporation shall be mailed to each person shown by the books of the corporation
to be a holder of voting shares as of the record date, at his address as shown
by the books of the corporation, setting out the time and place of the annual
meeting, which notice shall be mailed at least fifteen (15) days prior thereto.

SECTION 4. At such annual meeting, the shareholders, voting as provided in the
Articles of Incorporation, shall elect a Board of Directors and shall transact
such other business as shall properly come before them.

SECTION 5. The holders of a majority of shares outstanding, entitled to vote
for the election of directors at such meeting, represented either in person or
by proxy, shall constitute a quorum for the transaction of business. In case a
quorum be not present at the annual meeting, those present may adjourn to such
date as they shall agree upon.

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SECTION 6. Special meetings of the shareholders may be called by the Secretary
at any time upon the request of the Chairman of the Board, or the President, or
a majority of the members of the Board of Directors, or upon the request of
shareholders as provided by law.

SECTION 7. There shall be mailed to each person shown by the books of the
corporation to be a shareholder of record at the time of mailing such notice and
entitled to receive such notice, at his address as shown by the books of the
corporation, a notice setting out the time, place, and object of each special
meeting, which notice shall be mailed at least five (5) days prior thereto.

ARTICLE III

Directors

SECTION 1. The business and property of the corporation shall be managed by its
Board of Directors; the number of directors shall be determined as provided in
the Articles of Incorporation, as amended. The term of each director shall
continue until the next succeeding Annual Meeting of the shareholders of the
corporation, and until his successor is elected and qualified.

SECTION 2. 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. The directors shall meet annually, immediately after the election of
directors, or as soon thereafter as practical, at the registered office of the
corporation in the City of Saint Paul, Minnesota, or at such other time and
place as may be fixed by the consent of a majority of the directors, whether
within or without the State of Minnesota. Regular meetings of the Board of
Directors shall be held from time to time at such time as may be fixed by
resolution adopted by a majority of the whole Board of Directors. Such regular
meetings shall be held at the registered office of the corporation unless
another place is specified in the notice of the meeting. No notice need be
given of any regular meeting unless it is desired to hold the same at some place
other than the registered office of the corporation, in which event at least
forty-eight (48) hours' notice of such regular meeting, specifying the place at
which the same shall be held, shall be given by the Secretary to each member of
the Board either personally, in writing, by telegram, or by mail. The
compensation of the Board of Directors shall be set by the president, subject to
the power of the Board to change or terminate such compensation.

SECTION 4. Special meetings of the Board of Directors may be called by the
Chairman of the Board, or by the President, or by any three directors. At least
twenty-four (24) hours' notice of such special meeting of the Board of Directors
shall be given by the Secretary to each member of the Board, either personally,
or by telephone, or by telegram, or by mail. At such special meeting actions
taken must be adopted by a majority vote of the whole Board of Directors and if
any directors are absent, a copy of all proceedings of such meeting shall be
mailed to them by the Secretary.

SECTION 5. Directors shall be shareholders of the corporation.

SECTION 6. The Board of Directors may, by unanimous affirmative action of the
entire Board, designate two (2) or more of their number to constitute an
Executive Committee, which, to the

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extent determined by unanimous affirmative action of the entire Board, shall
have and exercise the authority of the Board in the management of the business
of the corporation; provided, however, that the Board shall not delegate to such
committee any power to amend the Bylaws, declare dividends, fill vacancies on
the Board 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 and it shall be subject at all times to the
control and direction of the Board. Vacancies in the membership of the
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. The officers of the corporation shall consist of a Chairman of the
Board, if one is elected, a President, one or more Vice Presidents, a Secretary
and a Treasurer, and such other officers and agents as may from time to time be
chosen or designated by the Board of Directors. Any two offices except those of
President and Vice President may be held by one person.

SECTION 2. At the annual meeting of the Board of Directors, the Board may elect
from their number a Chairman of the Board, and shall elect from their number a
President and shall, from within or without their number, appoint one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers and agents
as may be deemed advisable. Such officers shall hold office until the next
annual meeting and until their successors are elected and qualify; provided,
however, that any officer may be removed, with or without cause, by the
affirmative vote of a majority of the whole Board of Directors.

SECTION 3. The Chairman of the Board, whenever there shall be one, shall
preside at all meetings of the shareholders and Directors. The President shall
be the chief executive officer of the Corporation in charge of the general
management of its business and affairs and, whenever there shall be no Chairman
of the Board, or in the event of his absence or disability, the President shall
perform the duties of the Chairman of the Board as well as those of President.

Each Vice President shall have such powers and shall perform such duties as may
be prescribed by the Board of Directors. In the event of the absence or
disability of the President, the Vice Presidents shall succeed to the duties and
powers of such office in the order in which they are appointed, as appears from
the minutes of the meeting at which such appointment shall have taken place.

The Secretary shall be secretary of and shall attend all meetings of the
shareholders and Board of Directors. He shall act as clerk thereof and shall
record all proceedings of such meetings in the minute book of the corporation.
He shall give proper notices of meetings of shareholders and directors. He
shall, with the Chairman, President or any Vice President, sign 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.

The Treasurer shall keep accurate accounts of all monies of the corporation
received or disbursed. He shall deposit all monies and valuables in the name of
and to the credit of the corporation in such banks and depositories as the Board
of Directors shall designate from time to

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time. He shall have power to endorse or deposit all notes, checks, and drafts
received by the corporation. He shall disburse the funds of the corporation as
ordered by the Board of Directors, taking proper vouchers therefor. He shall
render to the Chairman of the Board, the President, and directors, whenever
required, an account of all his transactions as Treasurer and of the financial
condition 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.

Any Assistant Secretary or Assistant Treasurer, who may from time to time be
appointed 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. In the event of the
absence or disability of the Secretary, the Assistant Secretaries shall succeed
to the duties and powers of the office of Secretary in the order in which they
are appointed, as appears from the minutes of the meeting at which such
appointments shall have taken place. In the event of the absence or disability
of the Treasurer, the Assistant Treasurers shall succeed to the duties and
powers of the office of Treasurer in the order in which they are appointed as
appears from the minutes of the meeting at which such appointments shall have
taken place. Each Assistant Secretary and each Assistant Treasurer shall also
have such specific duties as the Secretary or the Treasurer respectively may
delegate to such assistant and shall also have such other powers and perform
such duties as may be prescribed from time to time by the Board of Directors.

SECTION 4. If there be a vacancy in any office of the corporation by reason of
death, resignation, or otherwise, such vacancy shall be filled for the unexpired
term by the Board of Directors, but the Board shall not be required to fill the
position of Chairman of the Board.

SECTION 5. The Board of Directors may, at any time and from time to time,
change, vary, assign and reassign the powers and duties specifically conferred
upon any officer of the corporation by these By-laws.

ARTICLE V

Indemnification of Directors and Officers

SECTION 1. The Corporation shall indemnify such persons, for expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted by Section 301.095 of the Minnesota Statutes, as now enacted or
hereafter amended.

ARTICLE VI

Amendment of By-Laws

SECTION 1. These Bylaws may be amended or altered by the vote of a majority of
the whole Board of Directors at any meeting, provided that notice of said
meeting is given to the Directors containing the substance of any such proposed
amendment. Such authority in the Board of Directors is subject to the power of
the shareholders to change or repeal such Bylaws by a majority of the vote of
the shareholders entitled to vote, present and represented, at any annual
meeting or at any special meeting called for such purpose.

8/4/89

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