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Exhibit 3.5
Exhibit (3)(ii)
AMENDMENT NUMBER 3
TO THE
1995 RESTATED BYLAWS OF
RENTRAK CORPORATION
WHEREAS, Section 3.2 of the Company's 1995 Restated Bylaws (the "Bylaws")
currently provides that the number of directors shall range from three (3) to
nine (9), with the specific number to be established by resolution of the Board
of Directors;
WHEREAS, Section 3.2 of the Bylaws further provides that, as long as there
are six or more directors, the directors shall be divided into three classes as
nearly equal in number as possible, and that the directors in each class shall
serve staggered three (3) year terms; and
WHEREAS, the Board of Directors desires to amend Section 3.2 of the Bylaws
to eliminate the provision regarding classification of directors and staggered
terms.
NOW THEREFORE, Section 3.2 of the Bylaws be, and it hereby is, amended in
its entirety to read as follows:
Section 3.2 Number, Tenure and Qualifications.
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The number of directors of the corporation shall be not less than
three or more than nine, with the number of directors to be
established by resolution of the Board of Directors. A director shall
hold office until the annual meeting of shareholders for the year in
which his or her term expires or until his or her successor is elected
and qualified, or until death, resignation or removal.
/s/ F. Kim Cox
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F. Kim Cox, President and Secretary
