EXHIBIT 3.01
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
BY-LAWS
of
DEL GLOBAL TECHNOLOGIES CORP.
-----------------------------
(a New York Corporation)
Dated July 17, 2003
The By-laws of Del Global Technologies Corp. (the "Corporation") are
amended as follows, said amendment having been approved by a majority of the
directors at a meeting held on July 17, 2003:
1. Article II, Section 3, titled "Special Meetings" is hereby
deleted in its entirety and replaced with the following:
Special meetings of the shareholders shall be
held at the principal office of the Corporation in the
State of New York, or at such other place within or
without the State of New York as may be designated in
the notice of said meeting. Special meetings of the
shareholders, for any purpose or purposes, (a) may be
called at any time by the Board of Directors, the
Chairman of the Board or the President, (b) shall be
called by the Chairman of the Board or the Secretary
upon the written request of the holders of at least 25%
of the shares of the Corporation issued and outstanding
and entitled to vote thereat, or (c) may be called as
otherwise required under the provisions of the Business
Corporation Law. In the event that a special meeting of
shareholders is called pursuant to subsection (b)
hereof, such meeting shall be held within sixty (60)
days of the receipt by the Corporation of the written
request of the shareholders. The request shall state
the date, time, place and purpose or purposes of the
proposed meeting. The only business which may be
transacted at a special meeting is that relating to the
purpose or purposes set forth in the notice or waivers
of notice thereof. This Article II, Section 3 may only
be amended by the affirmative vote of a majority of the
shares of the Corporation issued and outstanding and
entitled to vote.
2. Article XI titled "Amendments" is hereby deleted in its entirety
and replaced with the following:
With the exception of Article II, Section 3,
which may only be amended or repealed as provided
therein, these By-Laws may be amended or repealed or
additional By-Laws adopted by the Board of Directors by
the vote of a majority of the directors present at a
meeting at which a quorum is present, except that the
Board shall not have the power to adopt any By-Laws
which by statute only the shareholders have power to so
adopt. These By-Laws, and any amendments thereto and
new By-Laws adopted by the Board of Directors may be
amended or repealed or additional By-Laws adopted by
the shareholders entitled to vote thereon. The notice
of any meeting of shareholders at which action to
amend, repeal or adopt any By-Laws or By-Laws proposed
to be taken, shall include notice of such proposed
amendment, repeal or adoption.
The amendments contained herein shall become effective on July 29,
2003. Except as herein amended, the terms and provisions of the By-laws of the
Corporation will remain unmodified and in full force and effect.
Del Global Technologies Corp.
By: /s/ Thomas V. Gilboy
--------------------
Thomas V. Gilboy
Secretary
