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Exhibit 3(e)
AMENDED AND RESTATED CODE OF REGULATIONS OF
PINNACLE DATA SYSTEMS, INC.
Section 2.2 of the Company's Amended and Restated Code of Regulations is
amended as follows:
Section 2.2 Number of Directors. Until changed in accordance with this
section, the number of directors of the Company, none of whom need be
shareholders, shall be not less than three nor more than nine, provided
that when all shares of the Company are owned of record by one or two
shareholders, the number of directors may be less than three but not less
than the number of shareholders. The number of directors may be fixed or
changed at any annual meeting of the shareholders, or at any special
meeting of the shareholders called for that purpose, only by the
affirmative vote or consent of the holders of shares entitling them to
exercise at least 75% of the voting power of the Company; provided,
however, that such 75% voting requirement shall not be applicable if the
Company's Board of Directors shall have approved such action by a
resolution adopted by at least two-thirds of the members of the Board of
Directors, in which case the number of directors may be fixed or changed by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Company.
The Board of Directors shall be divided into two classes, designated Class
I and Class II, with the number of directors in each class fixed at four.
The term of office of directors in one class shall expire at each annual
meeting of shareholders, and in all cases as to each director until a
successor shall be elected and qualified, or until his earlier resignation,
removal from office, death or incapacity. If the number of directors is
hereafter changed, an increase or decrease in directorships shall be
apportioned among the classes as to make all classes as nearly equal in
number as possible. The initial term of office of directors in Class I
shall expire at the annual meeting of shareholders in 2001 and that of
Class II shall expire at the annual meeting of shareholders in 2002, and in
all cases as to each director until a successor shall be elected and
qualified, or until his earlier resignation, removal from office, death or
incapacity. At each annual meeting of shareholders, the number of directors
equal to the number of directors in the class whose term expires at the
time of such meeting (or, if less, the number of directors properly
nominated and qualified for election) shall be elected to hold office until
the second succeeding annual meeting of shareholders after their election.
Sections 2.2 and 2.7 and Article 10 of the Company's Amended and Restated
Code of Regulations are amended as follows:
Section 2.2: Number of Directors
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This Section 2.2 may be amended only by the vote or consent of the holders
of shares entitling them to exercise at least 75% of the voting power of
the Company; provided, however, that such 75% voting requirement shall not
be applicable if the Company's Board of Directors shall have approved such
amendment by a resolution adopted by at least two-thirds of the members of
the Board of Directors, in which case this Section 2.2 may be amended by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Company.
Section 2.7: Removal of Directors
This Section 2.7 may be amended only by the vote or consent of the holders
of shares entitling them to exercise at least 75% of the voting power of
the Company; provided, however, that such 75% voting requirement shall not
be applicable if the Company's Board of Directors shall have approved such
amendment by a resolution adopted by at least two-thirds of the members of
the Board of Directors, in which case this Section 2.7 may be amended by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Company.
Article 10: Amendment of Regulations
Except as otherwise expressly provided in Sections 2.2 and 2.7 of these
regulations, these regulations may be amended or new regulations may be
adopted: (a) at any meeting of the shareholders held for such purpose, by
the affirmative vote of the holders of record of shares entitling them to
exercise a majority of the voting power on such proposal; or (b) without a
meeting of the shareholders, by the written consent of the holders of
record of shares entitling them to exercise a majority of the voting power
on such proposal. If any amendment or new regulations are adopted without a
meeting of the shareholders, the secretary shall mail a copy of the
amendment or new regulations to each shareholder who would have been
entitled to vote on the proposal but who did not participate in the
adoption of the amendment or new regulations.
