EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
OF
THE BYLAWS
OF
ACCOM, INC.
Accom, Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
1. The amendment to the Corporation's Bylaws set forth below was duly
adopted by the Board of Directors of the Corporation and consented to by the
stockholders of the Corporation in accordance with Section 109 of the General
Corporation Law of the State of Delaware.
2. Article III of the Corporation's Bylaws is hereby amended to read in
its entirety as follows:
"ARTICLE III
DIRECTORS
Section 1. Unless otherwise provided in the corporation's
certificate of incorporation, the total number of directors of the
corporation shall be not less than five (5) nor more than nine (9),
with the actual total number of directors set from time to time
exclusively by resolution of the Board of Directors. The Board of
Directors shall consist of six members until changed by such a
resolution. There shall be three classes of directors (each, a
"Class"), known as Class 1, Class 2 and Class 3. The initial Class 1,
Class 2 and Class 3 directors shall serve in office as follows: Class 1
shall retire at the first annual meeting of stockholders following the
filing of the Amendment to the corporation's Amended and Restated
Certificate of Incorporation (the "Effective Date"), Class 2 shall
retire at the second annual meeting of stockholders following the
Effective Date, and Class 3 shall retire at the third annual meeting of
stockholders following the Effective Date. This annual sequence shall
be repeated thereafter. Each director in a Class shall be eligible for
re-election if nominated, and such director's seat shall be open for
election of a director, at the annual meeting of stockholders of the
corporation at which such Class shall retire, to hold office for three
years or until his successor is elected or appointed.
Any additional directors elected or appointed shall be elected or
appointed to such Class as will ensure that the number of directors in
each Class remains as nearly equal as possible, and if all Classes have
an equal number of directors or if one Class has one director more than
the other two Classes, then any additional directors elected or
appointed shall be elected or appointed to the Class that does
not have more directors than any other Class and is subject to election
at an ensuing annual meeting before any other such Class.
Section 2. Vacancies due to resignation, death, increases in
the number of directors, or any other cause shall be filled only by the
Board of Directors (unless there are no directors, in which case
vacancies will be filled by the stockholders) in accordance with the
rule that each Class of directors shall be as nearly equal in number of
directors as possible. Notwithstanding such rule, in the event of any
change in the authorized number of directors each director then
continuing to serve as such will nevertheless continue as a director of
the Class of which he or she is a member, until the expiration of his
or her current term or his earlier death, resignation or removal. If
any newly created directorship or vacancy on the Board of Directors,
consistent with the rule that the three Classes shall be as nearly
equal in number of directors as possible, may be allocated to one or
two or more Classes, then the Board of Directors shall allocate it to
that of the available Classes whose term of office is due to expire at
the earliest date following such allocation. When the Board of
Directors fills a vacancy, the director chosen to fill that vacancy
shall be of the same Class as the director he or she succeeds and shall
hold office until such director's successor shall have been elected and
qualified or until such director shall resign or shall have been
removed. No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of such
director's term of office.
Section 3. The business of the corporation shall be managed by
or under the direction of its Board of Directors which may exercise all
such powers of the corporation and do all such lawful acts and things
as are not by statute or by the certificate of incorporation or by
these bylaws directed or required to be exercised or done by the
stockholders."
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Donald K. McCauley, its Secretary, on this 20th day of
July, 1999.
Donald K. McCauley
--------------------------------------
Donald K. McCauley
Secretary
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