Amended & Restated Bylaws

Exhibit 3M


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BYLAWS


OF


TECH DATA CORPORATION

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BYLAWS

OF


TECH DATA CORPORATION


TABLE OF CONTENTS

Title Page

ARTICLE I. 1

Principal Office 1

ARTICLE II. 1

Stockholders 1 Section A. ANNUAL MEETING . 1 Section B. SPECIAL MEETINGS . 1 Section C. PLACE OF MEETING . 1 Section D. NOTICE OF MEETING . 1 Section E. NOTICE OF ADJOURNED MEETING . 2 Section F. WAIVER OF CALL AND NOTICE OF MEETING . 2 Section G. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS . 2 Section H. ADJOURNMENT; QUORUM FOR ADJOURNED MEETING 2 Section I. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS 2 Section J. VOTING FOR DIRECTORS . 3 Section K. VOTING LISTS . 3 Section L. VOTING OF SHARES . 3 Section M. PROXIES . 3 Section N. INFORMAL ACTION BY STOCKHOLDERS . 3 Section O. PRESIDING OFFICER AND SECRETARY . 4 Section P. INSPECTORS . 4

ARTICLE III. 4

Board of Directors 4 Section A. GENERAL POWERS . 4 Section B. NUMBER, TENURE AND QUALIFICATIONS . 4 Section C. CLASSIFICATION OF BOARD OF DIRECTORS . 4 Section D. ANNUAL MEETING . 4 Section E. REGULAR MEETINGS . 5 Section F. SPECIAL MEETINGS . 5 Section G. NOTICE . 5 Section H. QUORUM . 5 Section I. ADJOURNMENT; QUORUM FOR ADJOURNED MEETING 5 Section J. MANNER OF ACTING . 5 Section K. RESIGNATION . 5 Section L. REMOVAL . 6 Section M. VACANCIES . 6 Section N. COMPENSATION . 6 Section O. PRESUMPTION OF ASSENT . 6 Section P. INFORMAL ACTION BY BOARD . 6 Section Q. MEETING BY TELEPHONE, ETC . 6

ARTICLE IV. 7

Officers 7 Section A. NUMBER . 7 Section B. APPOINTMENT AND TERM OF OFFICE . 7 Section C. RESIGNATION 7 Section D. REMOVAL . 7 Section E. VACANCIES . 7 Section F. DUTIES OF THE CHAIRMAN OF THE BOARD . 7 Section G. DUTIES OF THE CHIEF EXECUTIVE OFFICER . 8 Section H. DUTIES OF THE PRESIDENT OF WORLDWIDE OPERATIONS . 8 Section I. DUTIES OF CHIEF FINANCIAL OFFICER . 8 Section J. DUTIES OF THE SECRETARY . 8 Section K. DUTIES OF TREASURER . 9 Section L. DUTIES OF ASSISTANT SECRETARIES AND ASSISTANT TREASURERS . 9 Section M. DUTIES OF OTHER EXECUTIVE OFFICERS 9 Section N. COMPENSATION 9 Section O. DELEGATION OF DUTIES . 9 Section P. DISASTER EMERGENCY POWERS OF ACTING OFFICERS . 9

ARTICLE V. 10

Executive and Other Committees 10 Section A. CREATION OF COMMITTEES . 10 Section B. EXECUTIVE COMMITTEE . 10 Section C. COMPENSATION COMMITTEE . 10 Section D. AUDIT COMMITTEE . 10 Section E. GOVERNANCE AND NOMINATING COMMITTEE 11 Section F. OTHER COMMITTEES . 11 Section G. REMOVAL OR DISSOLUTION . 11 Section H. VACANCIES ON COMMITTEES . 11 Section I. MEETINGS OF COMMITTEES . 11 Section J. ABSENCE OF COMMITTEE MEMBERS . 11 Section K. QUORUM OF COMMITTEES . 11 Section L. MANNER OF ACTING OF COMMITTEES . 11 Section M. MINUTES OF COMMITTEES . 12 Section N. COMPENSATION . 12 Section O. INFORMAL ACTION 12

ARTICLE VI. 12

Indemnification of Directors and Officers 12 Section A. GENERAL 12


ii Section B. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION 12 Section C. OBLIGATION TO INDEMNIFY 13 Section D. DETERMINATION THAT INDEMNIFICATION IS PROPER 13 Section E. EVALUATION AND AUTHORIZATION 13 Section F. PREPAYMENT OF EXPENSES 13 Section G. NONEXCLUSIVITY AND LIMITATIONS 13 Section H. CONTINUATION OF INDEMNIFICATION RIGHT 14 Section I. INSURANCE 14

ARTICLE VII. 14

Interested Parties 14 Section A. GENERAL . 14 Section B. APPROVAL BY BOARD OF DIRECTORS OR COMMITTEE 15 Section C. APPROVAL BY STOCKHOLDERS 15

ARTICLE VIII. 15

Certificates of Stock 15 Section A. CERTIFICATES FOR SHARES . 15 Section B. SIGNATURES OF PAST OFFICERS . 16 Section C. TRANSFER AGENTS AND REGISTRARS . 16 Section D. TRANSFER OF SHARES . 16 Section E. LOST CERTIFICATES . 16

ARTICLE IX. 16

Record Date 16 Section A. RECORD DATE FOR STOCKHOLDER ACTIONS 16 Section B. RECORD DATE FOR DIVIDEND AND OTHER DISTRIBUTIONS 17

ARTICLE X. 17

Dividends 17

ARTICLE XI. 17

Fiscal Year 17

ARTICLE XII. 17

Seal 17

ARTICLE XIII. 18

Stock in Other Corporations 18

ARTICLE XIV. 18

Amendments 18

ARTICLE XV. 18

Emergency Bylaws 18 Section A. SCOPE OF EMERGENCY BYLAWS 18


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Section B. CALL AND NOTICE OF MEETING 18

Section C. QUORUM AND VOTING 18

Section D. APPOINTMENT OF TEMPORARY DIRECTORS 19

Section E. MODIFICATION OF LINES OF SUCCESSION 19

Section F. CHANGE OF PRINCIPAL OFFICE 19

Section G. LIMITATION OF LIABILITY 19

Section H. REPEAL AND CHANGE 19


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BYLAWS

OF


TECH DATA CORPORATION


ARTICLE I.


Principal Office

The principal office of the corporation shall be 5350 Tech Data Drive, Clearwater in the County of Pinellas, State of Florida.


ARTICLE II.


Stockholders


Section A. ANNUAL MEETING . A meeting of the stockholders shall be held annually, within five (5) months of the end of each fiscal year of the corporation, for the purpose of electing directors and for the transaction of such other proper business as may come before the meeting, the exact date to be established by the Board of Directors from time to time.

Section B. SPECIAL MEETINGS . Special meetings of the stockholders may be called, for any purpose or purposes, by the Chief Executive Officer or the Board of Directors and shall be called by the Chief Executive Officer or the Secretary if the holders of not less than ten percent (10%) or more of all the votes entitled to be cast on any issue proposed to be considered at such special meeting sign, date and deliver to the corporation's Secretary one or more written demands for a special meeting, describing the purpose(s) for which it is to be held. Notice and call of any such special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice thereof.

Section C. PLACE OF MEETING . The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the stockholders. If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Florida.


Section D. NOTICE OF MEETING . Written notice stating the place, day and hour of an annual or special meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, except that no notice of a meeting need be given to any stockholders for which notice is not required to be given under applicable law. Notice shall be given as required or permitted under Florida Stat a7607.0141. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class. If mailed such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at the stockholder's address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.


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Section E. NOTICE OF ADJOURNED MEETING . If an annual or special stockholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before an adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If, however, a new record date for the adjourned meeting is or must be fixed under law, notice of the adjourned meeting must be given to persons who are stockholders as of the new record date and who are otherwise entitled to notice of such meeting.


Section F. WAIVER OF CALL AND NOTICE OF MEETING . Call and notice of any stockholders' meeting may be waived by any stockholder before or after the date and time stated in the notice. Such waiver must be in writing signed by the stockholder and delivered to the corporation. Neither the business to be transacted at nor the purpose of any special or annual meeting need be specified in such waiver. A stockholder's attendance at a meeting (a) waives such stockholder's ability to object to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives such stockholder's ability to object to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.


Section G. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS . Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the Articles of Incorporation or by law, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for an adjourned meeting. At any meeting at which a quorum is present, action on any matter (except for the election of directors which voting is governed by Article II, Section J) by a voting group shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by the Articles of Incorporation or by law.


Section H. ADJOURNMENT; QUORUM FOR ADJOURNED MEETING . The holders of a majority of the shares represented, and who would be entitled to vote at a meeting if a quorum were present, where a quorum is not present, may adjourn such meeting from time to time. At such adjourned meeting at which a quorum shall be present or represented or deemed to be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section I. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS . If the Articles of Incorporation or law provides for voting by a single group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section G above. If the Articles of Incorporation or law provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section G above. Action may be taken by one voting group on a matter even though no action is taken by another group entitled to vote on the matter.


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Section J. VOTING FOR DIRECTORS . Unless otherwise provided in the Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote at a meeting at which a quorum is present. Each stockholder entitled to vote at an election of directors shall have the right to vote the number of shares owned by the stockholder for as many persons as there are directors to be elected and for whose election such stockholder has the right to vote.

Section K. VOTING LISTS . At least ten (10) days prior to each meeting of stockholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, with the address and the number, class and series (if any) of shares held by each, which list shall be subject to inspection by any stockholder during normal business hours. This complete list will be available for at least ten (10) days prior to the meeting. The list also shall be available at the meeting and shall be subject to inspection by any stockholder at any time during the meeting or its adjournment. The stockholders list shall be prima facie evidence as to who are the stockholders entitled to examine such list or the transfer books or to vote at any meeting of the stockholders.


Section L. VOTING OF SHARES . Each stockholder entitled to vote shall be entitled at every meeting of the stockholders to one vote in person or by proxy on each matter for each share of voting stock held by such stockholder. Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting stockholders as hereinafter provided.

Section M. PROXIES . At all meetings of stockholders, a stockholder may vote by proxy, executed in writing and delivered to the corporation in the original or transmitted via telegram, electronic transmission, or as a photographic, photostatic or equivalent reproduction of a written proxy by the stockholder or by the stockholder's duly authorized attorney-in-fact; but, no proxy shall be valid after eleven (11) months from the date received, unless the proxy provides for a longer period. Each proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. In the event that a proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one is present, that one, shall have all of the powers conferred by the proxy upon all the persons so designated, unless the instrument shall provide otherwise.


Section N. INFORMAL ACTION BY STOCKHOLDERS . Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving stockholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the corporation by delivery to its principal office, principal place of business, the Secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered to the Secretary, written consents signed by the number of stockholders required to take action is delivered to the Secretary. If authorization of an action is obtained by one or more written consent but less than all stockholders so consent, then within ten (10) days after obtaining the authorization of such action by written consents, notice must be given to each stockholder who did not consent in writing and to each stockholder who is not entitled to vote on the action.

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Section O. PRESIDING OFFICER AND SECRETARY . At every meeting of the stockholders, the Chairman of the Board, or in his absence the Chief Executive Officer, or, if neither be present, an individual appointed by the Board of Directors, shall act as the presiding officer of the meeting. The Secretary, or in his absence an Assistant Secretary, shall act as secretary for the meeting.


Section P. INSPECTORS . For each meeting of the stockholders, the Board of Directors or the Chief Executive Officer may appoint an inspector to supervise the voting; and, if the inspector is so appointed, all questions respecting the qualification of any vote, the validity of any proxy, and the acceptance or rejection of any vote shall be decided by such inspector. Before acting at any meeting, the inspector shall take an oath to execute his duties with strict impartiality and according to the best of his ability. If any inspector shall fail to be present or shall decline to act, the presiding officer shall appoint another inspector to act in his place.


ARTICLE III.


Board of Directors

Section A. GENERAL POWERS . The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all powers of the corporation and do all lawful acts and things as are not by law, the Articles of Incorporation or these bylaws directed or required to be exercised or done only by the stockholders.


Section B. NUMBER, TENURE AND QUALIFICATIONS . The number of directors of the corporation shall be not less than one (1) nor more than thirteen (13) as such number shall be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until such director's successor shall have been duly elected and shall have qualified, unless such director sooner dies, resigns or is removed by the stockholders at any annual or special meeting. It shall not be necessary for directors to be stockholders. All directors shall be natural persons who are 18 years of age or older.


Section C. CLASSIFICATION OF BOARD OF DIRECTORS . The directors are divided into three classes, each class to consist, as nearly as may be possible, of one-third of the number of directors of the corporation. At each annual election, the directors elected to the class then being elected shall be chosen for a full term of three years to succeed those whose terms expire. Any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.


Section D. ANNUAL MEETING . After each annual meeting of stockholders, the Board of Directors shall hold its annual meeting at the same place as and, immediately, following such annual meeting of stockholders for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and, if a majority of the directors are present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may be varied by written consent of all the directors.


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Section E. REGULAR MEETINGS . Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section F. SPECIAL MEETINGS . Special meetings of the Board of Directors may be called by the Chairman of the Board, Chief Executive Officer or the President of Worldwide Operations. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by him or them, as the case may be. If no such designation is made, the place of meeting shall be the principal office of the corporation in the State of Florida.

Section G. NOTICE . Whenever notice of a meeting is required, written notice stating the place, day and hour of the meeting shall be delivered at least two (2) days prior thereto to each director, either personally, or by first-class United States mail, telegraph, teletype, facsimile or other form of electronic communication, or by private mail carriers handling nationwide mail services, to the director's business address. If notice is given by first-class United States mail, such notice shall be deemed to be delivered five (5) days after deposited in the United States mail so addressed with postage thereon prepaid or when received, if such date is earlier. If notice is given by telegraph, teletype, facsimile transmission or other form of electronic communication or by private mail carriers handling nationwide mail services, such notice shall be deemed to be delivered when received by the director. Any director may waive notice of any meeting, either before, at, or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and so states at the beginning of the meeting or promptly upon arrival at the meeting.

Section H. QUORUM . A majority of the total number of directors as fixed from time to time shall constitute a quorum.


Section I. ADJOURNMENT; QUORUM FOR ADJOURNED MEETING . If less than a majority of the total number of directors are present at a meeting, a majority of the directors so present may adjourn the meeting without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section J. MANNER OF ACTING . If a quorum is present when a vote is taken, the act of a majority of the directors present at the meeting shall be the act of the Board of Directors.


Section K. RESIGNATION . Any director may resign at any time by giving written notice to the Board of Directors, Chairman of the Board or the corporation. A director who resigns may postpone the effectiveness of his resignation to a future date or upon the occurrence of a future event specified in a written tender of resignation. If no time of effectiveness is specified therein, a resignation shall be effective upon tender. A vacancy shall be deemed to exist at the time a resignation is tendered, and the Board of Directors may elect to appoint a successor to take office when the resignation by its terms becomes effective.


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Section L. REMOVAL . Any director may be removed by the stockholders with cause at any meeting of the stockholders called expressly for that purpose, but such removal shall be without prejudice to the contract rights, if any, of the person removed. This by-law shall not be subject to change by the Board of Directors.

Section M. VACANCIES . Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, unless otherwise provided in the Articles of Incorporation. A director elected to fill a vacancy, or a director elected to fill a vacancy in the case of an increase in the number of directors, shall hold office until the next shareholders' meeting at which directors are to be electe ...