DIVERSIFIED CORPORATE RESOURCES, INC.
BYLAW AMENDMENTS
adopted June 10, 1998
1. AMENDMENT TO BYLAWS TO REQUIRE ADVANCE WRITTEN NOTICE OF NOMINATIONS
OF DIRECTORS.
New Section 14 is added to Article II of the Bylaws:
Section 14. SHAREHOLDER NOMINATION OF DIRECTOR CANDIDATES.
(1) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as Directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Bylaw.
(2) Nominations by shareholders shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (a) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is changed by more than 30
days from such anniversary date, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th day
following the earlier of the date on which notice of the date of the
meeting was mailed or public disclosure was made, and (b) in the case of a
special meeting at which directors are to be elected, not later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made.
Such shareholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the Corporation's books, of such
shareholder and (ii) the class and number of shares of the Corporation that
are beneficially owned by
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such shareholder and also that are owned of record by such shareholder;
and (c) as to the beneficial owner, if any, on whose behalf the nomination
is made, (i) the name and address of such person and (ii) the class and
number of shares of the Corporation that are beneficially owned by such
person. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that information required to be set
forth in a shareholder's notice of nomination that pertains to the nominee.
(3) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Bylaw. The Chairman of the meeting shall, if the facts warrant,
determine and declare to 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 to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions
of this Bylaw, a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder with respect to the matters set forth in
this Bylaw.
2. AMENDMENT TO BYLAWS TO REQUIRE ADVANCE WRITTEN NOTICE OF MATTERS TO BE
BROUGHT BEFORE THE SHAREHOLDERS.
New Section 15 is added to Article II of the Bylaws:
Section 15. NOTICE OF SHAREHOLDER BUSINESS.
(1) At an annual meeting of the shareholders, only such business
shall be conducted as shall have been brought before the meeting (a)
pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of the Corporation who
is a shareholder of record at the time of giving of the notice provided for
in this Bylaw, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Bylaw.
(2) For business to be properly brought before an annual meeting by a
shareholder pursuant to clause (c) of paragraph 1 of this Bylaw, the
shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the meeting is changed by more
than 30 days from such anniversary date, notice by the shareholder to be
timely must be received no later than the close of business on the 10th day
following the earlier of the day on which notice of the date of the meeting
was mailed or public disclosure was made. A shareholder's notice to
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the secretary shall set forth as to each matter the shareholder proposes to
being before the meeting (a) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business
at the meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, and the
name and address of the beneficial owner, if any, on whose behalf the
proposal is made, (c) the class and number of shares of the Corporation
that are owned beneficially and of record by such stockholder of record and
by the beneficial owner, if any, on whose behalf the proposal is made and
(d) any material interest of such shareholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business
(3) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Bylaw. The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
procedures prescribed by these Bylaws, and if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Bylaw, a shareholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw.
3. AMENDMENT TO BYLAWS RELATING TO THE CONDUCT OF SHAREHOLDER MEETING.
New Section 16 is added to Article II of the Bylaws:
Section 16. CONDUCT OF MEETINGS. The date and time of the opening
and the closing of the polls for each matter upon which the shareholders
will vote at a meeting shall be announced at the meeting by the person
presiding over the meeting. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of shareholders
as it shall deem appropriate. Except to the extent inconsistent with such
rules and regulations as adopted by the Board of Directors, the chairman of
any meeting of shareholders shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the
Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to
shareholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the
extent determined by the Board of Directors or the
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chairman of the meeting, meetings of shareholders shall not be required
to be held in accordance with the rules of parliamentary procedure.
4. AMENDMENT TO BYLAWS RELATING TO THE REMOVAL OF DIRECTOR.
Section 2 of Article II of the Bylaws is amended by removing the last
two sentences of the first paragraph of Section 2 and replacing it with the
following language:
A director may be removed only for cause and only by the affirmative
vote of not less than two-thirds of the voting power represented by all
issued and outstanding shares entitled to vote at a meeting duly called for
such purpose, present in person or represented by proxy at such meeting.
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