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EXHIBIT 3(II).1
MINIMED INC.
AMENDMENT TO BYLAWS
ADOPTED JULY, 2000
SECTION 3.02 Number; Election and Terms. Except as otherwise provided for
or fixed pursuant to the provisions of Article IV of the Restated Certificate of
Incorporation of the Corporation and until otherwise fixed by the Board of
Directors pursuant to the Restated Certificate of Incorporation, the Board of
Directors shall consist of nine (9) persons. Directors need not be stockholders.
Other than with respect to those directors elected by the holders of any series
of Preferred Stock provided for or fixed pursuant to the provisions of Article
IV of the Restated Certificate of Incorporation, there shall be three classes of
directors (each, a "Class"), as equal in number as possible, known as Class 1,
Class 2 and Class 3. The terms of office for the initial Class 1, Class 2 and
Class 3 directors shall be as follows: the term of office of the initial Class 1
directors will expire at the 2000 annual meeting of stockholders; the term of
office of the initial Class 2 directors will expire at the 2001 annual meeting
of stockholders; and the term of office of the initial Class 3 directors will
expire at the 2002 annual meeting of stockholders. At each annual meeting of
stockholders following such initial classification and election, each director
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after his election unless, by intervening changes in the authorized number of
directors, the Board shall designate the vacant directorship as a directorship
of another Class in order more nearly to achieve equality in the number of
directors among Classes. Notwithstanding the foregoing, each of the directors
shall hold office until his successor shall have been duly elected and shall
qualify or until he shall die, resign or have been removed in the manner
hereafter provided.
