Amendment to Bylaws of DRI Corporation Regarding Special Shareholders' Meetings

Summary

This amendment updates the bylaws of DRI Corporation to change how special meetings of shareholders can be called. Now, special meetings may be called by the Board of Directors or upon the request of the Chairman, President, Board, or shareholders holding at least 51% of voting power. The Secretary must schedule the meeting within 10 to 50 days of the request, or the requesting parties may do so if the Secretary fails. The amendment was approved by the Board on September 12, 2007.

EX-2.1 2 ###-###-####-ex21.txt EXHIBIT 2.1 EXHIBIT 2.1 AMENDMENT TO BYLAWS OF DRI CORPORATION The Bylaws of DRI Corporation are hereby amended in accordance with Article X, Section 2 of the Bylaws approved by the Board of Directors on September 12, 2007. Article II, Section 2 of the Bylaws is deleted in its entirety and in lieu thereof the following is substituted: ARTICLE II Shareholders' Meetings ---------------------- Section 2. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Board of Directors to be held at such time and place as the Board of Directors may prescribe. Upon the request of the Chairman of the board, the President, the Board of Directors, or of any shareholder or shareholders holding in the aggregate fifty-one percent (51%) of the voting power of all shareholders, it shall be the duty of the Secretary to call a special meeting of the shareholders to be held at the principal office of the Corporation or such other convenient place and at such time as the Secretary may fix, not less than ten (10) (or in the case of mergers or sales of assets, the number of days specified by North Carolina law) nor more than fifty (50) days after the receipt of said request, and if said Secretary shall neglect or refuse to issue such call, those making the request may do so. Effective this 12th day of September, 2007. /S/ STEPHEN P. SLAY ------------------------------- Secretary