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Exhibit 3(e)
NOVAMETRIX MEDICAL SYSTEMS INC.
Amendment to By-Laws
effective September 30, 1997
(a) The third sentence of Section 1 of Article IV of the By-Laws is hereby
amended to read in its entirety as follows:
"Within such limits, the number of Directors, and the number of
Directors in each class of Directors, may be fixed from time to time by
vote of a majority of the entire Board of Directors, at any regular or
special meeting; provided that the notice of such meeting shall have
included a reasonably detailed description of such proposed action; and
provided further that if the number of Directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain the
number of Directors in each class as nearly equal as possible, but in no
case shall a decrease in the number of Directors shorten the term of any
incumbent Director."
(b) The first sentence of Section 2 of Article IV of the By-Laws is hereby
deleted and replaced with the following two sentences:
"Except as hereinafter provided, any vacancy in the office of a
Director occurring for any reason other than the removal of a Director
pursuant to Section 3 of this Article may be filled by a majority of the
remaining members of the Board of Directors, though less than a quorum, or
by the sole remaining Director, at any regular or special meeting; provided
that the notice of such meeting shall have included a reasonably detailed
description of such proposed action. Any newly created Directorship
resulting from any increase in the number of Directors may be filled by the
vote of a majority of the entire Board of Directors, at any regular or
special meeting; provided that the notice of such meeting shall have
included a reasonably detailed description of such proposed action."
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(c) The second sentence of Section 1 of Article V of the By-laws is
hereby amended to read in its entirety as follows:
"The officers of the Corporation shall be elected annually by vote
of a majority of the entire Board of Directors at its meeting held
immediately after the annual meeting of the Stockholders, and shall
hold their respective offices until their successors are duly elected
and have qualified."
(d) The fourth sentence of Section 1 of Article V of the By-Laws is
hereby amended to read in its entirety as follows:
"The Board of Directors may from time to time appoint such other
officers and agents as the interest of the Corporation may require and
may fix their duties and terms of office, in each case by the vote of
a majority of the entire Board of Directors, at any regular or special
meeting; provided that the notice of such meeting shall have included a
reasonably detailed description of such proposed action."
(e) Sections 11, 12 and 13 of Article V of the By-Laws are hereby
amended to read in their entirety as follows:
"Section 11. Transfer of Duties. The Board of Directors in its
absolute discretion by the vote of a majority of the entire Board of
Directors, at any regular or special meeting, may transfer the power
and duties, in whole or in part, of any officer to any other officer,
or persons, notwithstanding the provisions of these By-Laws, except as
otherwise provided by the laws of the State of Delaware; provided that
the notice of such meeting shall have included a reasonably detailed
description of such proposed action.
Section 12. Vacancies. If the office of President, Executive Vice
President, Vice President, Secretary or Treasurer, or of any other
officer or agent becomes vacant for any reason, the Board of Directors
may choose a successor to hold office for the unexpired term by the vote
of a majority of the entire Board of Directors, at any regular or
special meeting; provided that the notice of such meeting shall have
included a
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reasonably detailed description of such proposed action.
Section 13. Removals. Any officer or agent of the Corporation
may be removed from office, with or without cause, by the vote of a
majority of the entire Board of Directors, at any regular or special
meeting; provided that the notice of such meeting shall have included
a reasonably detailed description of such proposed action."
(f) Article XV of the By-laws is hereby amended to read in its
entirety as follows:
"ARTICLE XV
Amendments
Except as otherwise provided in the Certificate of Incorporation,
these By-Laws may be altered, amended or repealed, in whole or in
part, or new By-Laws may be adopted (i) upon a vote of a majority of
the entire Board of Directors, at any regular or special meeting,
provided that the notice of such meeting shall have included a
reasonably detailed description of such proposed amendment, or (ii) by
the affirmative vote of the holders of 80% or more of the combined
voting power of the then outstanding shares of stock of all classes
and series of stock the holders of which are entitled to vote
generally in the election of directors, voting together as a single
class."
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