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8-K - FORM 8-K - COGNIZANT TECHNOLOGY SOLUTIONS CORPd8k.htm
EX-3.1 - AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION - COGNIZANT TECHNOLOGY SOLUTIONS CORPdex31.htm

Exhibit 3.2

AMENDMENT TO AMENDED AND RESTATED BYLAWS

(AS AMENDED APRIL 18, 2008)

OF

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

This Amendment (the “Amendment”) to the Amended and Restated By-Laws, as amended on April 18, 2008 (the “Amended and Restated By-Laws”), of Cognizant Technology Solutions Corporation (the “Corporation”) shall be effective as of June 2, 2011.

1. Article X of the Amended and Restated By-Laws, is hereby amended and restated in its entirety as follows:

ARTICLE X

AMENDMENTS

The Board of Directors shall be authorized to make, amend, alter, change, add to or repeal the By-laws of the corporation in any manner not inconsistent with the laws of the State of Delaware. The affirmative vote of the holders of at least 66 2/3 percent in voting power of all the outstanding shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to make, amend, alter, change, add to or repeal any provision of the By-laws of the corporation.

2. Except as amended herein, the Amended and Restated By-Laws remain in full force and effect.

The foregoing has been duly adopted by the Corporation’s Board of Directors and stockholders pursuant to Article X of the Amended and Restated By-Laws and the Amended and Restated Certificate of Incorporation of the Corporation.

 

Respectfully submitted,
/s/ Steven Schwartz
Steven Schwartz
Secretary of Cognizant Technology Solutions Corporation