<PAGE>   1
                                                                     EXHIBIT 3.1

                          EXTENDED SYSTEMS INCORPORATED

                       CERTIFICATE OF AMENDMENT OF BYLAWS


      The undersigned, being the Secretary of Extended Systems Incorporated (the
"Corporation"), hereby certifies that Board of Directors of the Corporation
amended the Restated Bylaws of the Corporation, effective April 22, 1998, to
provide for a new Section 2.08 to read in full as follows:

      2.5   ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

                  (a) To be properly brought before an annual meeting or special
            meeting, nominations for the election of directors or other business
            must be (i) specified in the notice of meeting (or any supplement
            thereto) given by or at the direction of the board of directors,
            (ii) otherwise properly brought before the meeting by or at the
            direction of the board of directors or (iii) otherwise properly
            brought before the meeting by a stockholder.

                  (b) For business to be properly brought before an annual
            meeting by a stockholder, the stockholder must have given timely
            notice thereof in writing to the Secretary of the corporation. To be
            timely, a stockholder's notice must be delivered to or mailed and
            received at the principal executive offices of the corporation not
            less than one hundred twenty (120) calendar days in advance of the
            date specified in the corporation's proxy statement released to
            stockholders in connection with the previous year's annual meeting
            of stockholders; provided, however, that in the event that no annual
            meeting was held in the previous year or the date of the annual
            meeting has been changed by more than thirty (30) days from the date
            contemplated at the time of the previous year's proxy statement,
            notice by the stockholder to be timely must be so received a
            reasonable time before the solicitation is made. A stockholder's
            notice to the Secretary shall set forth as to each matter the
            stockholder proposes to bring before the annual meeting: (i) a brief
            description of the business desired to be brought before the annual
            meeting and the reasons for conducting such business at the annual
            meeting, (ii) the name and address, as they appear on the
            corporation's books, of the stockholder proposing such business,
            (iii) the class and number of shares of the corporation which are
            beneficially owned by the stockholder, (iv) any material interest of
            the stockholder in such business and (v) any other information that
            is required to be provided by the stockholder pursuant to Regulation
            14A under the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), in his capacity as a proponent to a stockholder
            proposal. Notwithstanding the foregoing, in order to include
            information with respect to a stockholder proposal in the proxy
            statement and form of proxy for a stockholder's meeting,
            stockholders must provide notice as required by the regulations
            promulgated under the Exchange Act. Notwithstanding anything in
            these bylaws to the contrary, no business shall be conducted at any
            annual meeting except in accordance with the procedures set forth in
            this Section 2.5. The chairman of the annual meeting shall, if the
            facts warrant, determine and declare at the meeting that business
            was not properly brought before the meeting and in accordance with
            the provisions of this 
<PAGE>   2

            Section 2.5, and, if he should so determine, he shall so declare at
            the meeting that any such business not properly brought before the
            meeting shall not be transacted.

                  (c) Only persons who are nominated in accordance with the
            procedures set forth in this paragraph (c) shall be eligible for
            election as directors. Nominations of persons for election to the
            Board of Directors of the corporation may be made at a meeting of
            stockholders by or at the direction of the Board of Directors or by
            any stockholder of the corporation entitled to vote in the election
            of directors at the meeting who complies with the notice procedures
            set forth in this paragraph (c). Such nominations, other than those
            made by or at the direction of the Board of Directors, shall be made
            pursuant to timely notice in writing to the Secretary of the
            corporation in accordance with the provisions of paragraph (b) of
            this Section 2.5. Such stockholder's notice shall set forth (i) as
            to each person, if any, whom the stockholder proposes to nominate
            for election or re-election as a director: (A) the name, age,
            business address and residence address of such person, (B) the
            principal occupation or employment of such person, (C) the class and
            number of shares of the corporation which are beneficially owned by
            such person, (D) a description of all arrangements or understandings
            between the stockholder and each nominee and any other person or
            persons (naming such person or persons) pursuant to which the
            nominations are to be made by the stockholder and (E) any other
            information relating to such person that is required to be disclosed
            in solicitations of proxies for elections of directors, or is
            otherwise required, in each case pursuant to Regulation 14A under
            the Exchange Act (including without limitation such person's written
            consent to being named in the proxy statement, if any, as a nominee
            and to serving as a director if elected); and (ii) as to such
            stockholder giving notice, the information required to be provided
            pursuant to paragraph (b) of this Section 2.5. At the request of the
            Board of Directors, any person nominated by a stockholder for
            election as a director shall furnish to the Secretary of the
            corporation that information required to be set forth in the
            stockholder's notice of nomination which pertains to the nominee. No
            person shall be eligible for election as a director of the
            corporation unless nominated in accordance with the procedures set
            forth in this paragraph (c). The chairman of the meeting shall, if
            the facts warrants, determine and declare at the meeting that a
            nomination was not made in accordance with the procedures prescribed
            by these bylaws, and if he should so determine, he shall so declare
            at the meeting, and the defective nomination shall be disregarded.

Dated:  April 22, 1998

                                          /s/ Robert G. Hamlin
                                          --------------------------------------
                                          Robert G. Hamlin
                                          Secretary