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EXHIBIT 3.3
Article III, Section 2 of the 3dfx Interactive, Inc. Bylaws is amended in its
entirety, effective with the 3dfx 2000 Annual Meeting of Shareholders, to read
as follows:
"SECTION 2. Number of Directors. The number of directors of the corporation
shall be not less than five (5) nor more than nine (9). The exact number of
directors shall be five (5) until changed, within the limits specified above, by
a bylaw amending this Section 3.2, duly adopted by the board of directors or by
the shareholders. The indefinite number of directors may be changed, or a
definite number may be fixed without provision for an indefinite number, by a
duly adopted amendment to the articles of incorporation or by an amendment to
this bylaw duly adopted by the vote or written consent of holders of a majority
of the outstanding shares entitled to vote; provided, however, that an amendment
reducing the fixed number of or the minimum number of directors to a number less
than five (5) cannot be adopted if the votes cast against its adoption at a
meeting, or the shares not consenting in the case of an action by written
consent, are equal to more than sixteen and two-thirds percent (16 2/3%) of the
outstanding shares entitled to vote thereon. No amendment may change the stated
maximum number of authorized directors to a number greater than two (2) times
the stated minimum number of directors minus one (1). No reduction of the
authorized number of directors shall have the effect of removing any director
before the director's term of office expires."
