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EXHIBIT 3.1
EXTENDED SYSTEMS INCORPORATED
CERTIFICATE OF AMENDMENT OF BYLAWS
The undersigned, being the Secretary of Extended Systems Incorporated (the
"Corporation"), hereby certifies that Board of Directors of the Corporation
amended the Restated Bylaws of the Corporation, effective April 22, 1998, to
provide for a new Section 2.08 to read in full as follows:
2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS
(a) To be properly brought before an annual meeting or special
meeting, nominations for the election of directors or other business
must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors,
(ii) otherwise properly brought before the meeting by or at the
direction of the board of directors or (iii) otherwise properly
brought before the meeting by a stockholder.
(b) For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation not
less than one hundred twenty (120) calendar days in advance of the
date specified in the corporation's proxy statement released to
stockholders in connection with the previous year's annual meeting
of stockholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement,
notice by the stockholder to be timely must be so received a
reasonable time before the solicitation is made. A stockholder's
notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that
is required to be provided by the stockholder pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in his capacity as a proponent to a stockholder
proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations
promulgated under the Exchange Act. Notwithstanding anything in
these bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in
this Section 2.5. The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with
the provisions of this
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Section 2.5, and, if he should so determine, he shall so declare at
the meeting that any such business not properly brought before the
meeting shall not be transacted.
(c) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for
election as directors. Nominations of persons for election to the
Board of Directors of the corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by
any stockholder of the corporation entitled to vote in the election
of directors at the meeting who complies with the notice procedures
set forth in this paragraph (c). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the
corporation in accordance with the provisions of paragraph (b) of
this Section 2.5. Such stockholder's notice shall set forth (i) as
to each person, if any, whom the stockholder proposes to nominate
for election or re-election as a director: (A) the name, age,
business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and
number of shares of the corporation which are beneficially owned by
such person, (D) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder and (E) any other
information relating to such person that is required to be disclosed
in solicitations of proxies for elections of directors, or is
otherwise required, in each case pursuant to Regulation 14A under
the Exchange Act (including without limitation such person's written
consent to being named in the proxy statement, if any, as a nominee
and to serving as a director if elected); and (ii) as to such
stockholder giving notice, the information required to be provided
pursuant to paragraph (b) of this Section 2.5. At the request of the
Board of Directors, any person nominated by a stockholder for
election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in the
stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set
forth in this paragraph (c). The chairman of the meeting shall, if
the facts warrants, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed
by these bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.
Dated: April 22, 1998
/s/ Robert G. Hamlin
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Robert G. Hamlin
Secretary