Amendment to Bylaws of Verso Technologies, Inc. Regarding Director Terms and Telemate Director Vacancies

Summary

This amendment, adopted by the Board of Directors of Verso Technologies, Inc., changes the company's bylaws to clarify the term of office for directors. Directors will serve until the next shareholders' meeting and until a successor is chosen, unless they die, resign, are removed, or disqualified. Until the 2004 annual meeting, any vacancy among Telemate Directors—those appointed under a prior merger agreement—must be filled by a majority of the remaining Telemate Directors and approved by the Board, with approval not to be unreasonably withheld.

EX-4.2 4 g72928ex4-2.txt AMENDMENT TO BYLAWS OF THE COMPANY EXHIBIT 4.2 AMENDMENT TO THE BYLAWS OF VERSO TECHNOLOGIES, INC. ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS NOVEMBER 16, 2001 Article IV, Section 3 of the Bylaws of Verso Technologies, Inc. is hereby amended and restated in its entirety as follows: SECTION 3. TERM OF OFFICE. Each Director shall hold office until the next regular meeting of the shareholders and until a successor is elected and has qualified, or until the earlier death, resignation, removal or disqualification of the Director. Notwithstanding the foregoing, until and continuing through the 2004 annual meeting of shareholders of the corporation, any vacancy on the Board of Directors arising as a result of the death, resignation or removal of a Telemate Director (hereinafter defined) and any nominee selected to fill a Director position occupied by a Telemate Director shall be nominated on behalf of the Board of Directors, filled or selected by a majority vote of the remaining Telemate Directors and approved by the Board of Directors of the corporation, which approval shall not be unreasonably withheld. For purposes of this Section 3, a "Telemate Director" shall mean a Director who was added to the Board of Directors of the corporation pursuant to Section 6.12 of that certain Agreement and Plan of Merger dated May 4, 2001, as amended by the First Amendment thereto dated June 1, 2001, by and among the corporation, Telemate.Net Software, Inc., and Titan Acquiring Sub, Inc., a wholly-owned subsidiary of the corporation.