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EXHIBIT 3.5
THIRD AMENDMENT TO BYLAWS
OF
YOUCENTRIC, INC.
The Bylaws of YOUcentric, Inc., a North Carolina corporation (the
"Corporation"), are amended to add the following Section 14:
"SECTION 14: NORTH CAROLINA SHAREHOLDER PROTECTION ACT AND
CONTROL SHARE ACQUISITION ACT.
The provisions of Article 9 and Article 9A of the North
Carolina Business Corporation Act entitled "The North Carolina
Shareholder Protection Act" and the "The North Carolina Control Share
Acquisition Act," respectively, shall not be applicable to the
Corporation."
THIS IS TO CERTIFY that the above amendment to the Bylaws of the
Corporation was duly adopted by the Board of Directors of the Corporation on
August 9, 2000.
YOUCENTRIC, INC.
By: /s/ J. Blount Swain
-------------------------------------
Name: J. Blount Swain
Title: Chief Financial Officer
