EXHIBIT 3.J
AMENDMENT TO BYLAWS OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION are amended pursuant to resolution
of the Board of Directors adopted on April 5, 2000, as follows:
1. Section D of Article V of the Bylaws is amended and replaced
in its entirety, as follows:
"Section D: AUDIT COMMITTEE: The Board of Directors shall
appoint from its members an Audit Committee (the "Committee") of three
or more independent directors, as defined in the Audit Committee
Charter (the "Charter") and as independence is determined by the Board.
The Committee shall designate one of such members with the
qualifications described in the Charter as the Chairman of the
Committee, and may designate one or more qualified directors as
alternate members of the Committee, who may replace any absent or
disqualified member at any meeting of the Committee. The Committee
shall meet in accordance with the Bylaws but at least twice annually,
or more frequently as circumstances dictate. The Committee will meet at
least annually with management, the Director of Internal Audit
Services, and the independent public accountants, to discuss any
matters the Committee or each of these groups believes should be
discussed. At least annually, the Committee will review and reassess
the adequacy of the Charter."
