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EXHIBIT 3(iii)
CERTIFICATION
I HEREBY CERTIFY that I am the duly elected Secretary of HARRIS
CORPORATION (the "Corporation") and the keeper of the records and the corporate
seal of said Corporation; that the following is a true and correct copy of
resolutions duly adopted by the Board of Directors of HARRIS CORPORATION on the
23rd day of June, 2000.
COPY OF RESOLUTIONS
RESOLVED, that pursuant to Article SEVENTH of the Restated
Certificate of Incorporation and Article X of the By-Laws of this
Corporation, the last sentence of Article II, Section 6 of such
By-Laws is deleted and there is hereby added to such Section the
following:
"Each shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act
for such shareholder by proxy, but no such proxy shall be
voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period. A shareholder
may authorize another person or persons to act for such
shareholder as proxy by executing a writing authorizing such
person or persons to act for such shareholder as proxy or by
transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the
person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like
agent duly authorized by the person who will be the holder of
the proxy to receive such transmission, provided that any such
telegram, cablegram, or other means of electronic transmission
must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or
other means of electronic transmission was authorized by the
shareholder."
IN WITNESS WHEREOF, I have hereunto set my name and the corporate seal
at Melbourne, Florida this 22nd day of August, 2000.
SEAL /S/RICHARD L. BALLANTYNE
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Richard L. Ballantyne, Secretary
HARRIS CORPORATION
