**RESOLUTIONS
ADOPTED BY THE BOARD OF DIRECTORS OF**
 **VENTIV
HEALTH, INC.**
 **On
September 17, 2003**
 
 
 RESOLVED,
that Article I, Section 3 of the By-Laws of the Corporation be, and it hereby
is, amended in its entirety to read as follows:
 
 
 SECTION
3. ***Notice
of Meetings***. Written
notice of an annual meeting of the stockholders shall be mailed or delivered to
each stockholder not less than ten (10) nor more than sixty (60) days prior to
the meeting. Written notice of a special meeting of the stockholders shall be
mailed or delivered to each stockholder not less than thirty (30) nor more than
sixty (60) days prior to the meeting. Notice of any special meeting shall state
in general terms the purpose or purposes for which the meeting is to be held. If
mailed, such notice shall be deemed to have been given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.
 
 RESOLVED,
that the following be, and hereby is, added as Section 10 of Article I of the
By-Laws of the Corporation:
 
 SECTION
10. ***Stockholder
Proposals***. (a) Annual
Meetings. (i)
Nominations of persons for election to the Board of Directors and the proposal
of business to be considered by the stockholders shall be made at an annual
meeting of stockholders (A) pursuant to the Corporation’s notice of such
meeting, (B) by or at the direction of the Board of Directors or (C) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving notice provided for in this Section 10, who is entitled to vote at such
meeting and who complies with the notice procedures set forth in this Section
10.
 
 (ii) For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (C) of subparagraph (a)(i) of this Section 10,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder’s notice must be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 60 th day nor
earlier than the close of business on the 90 th day
prior to the first anniversary of the preceding year’s annual meeting (except in
the case of the 2004 annual meeting, for which such notice shall be timely if
delivered in the same time period as if such meeting were a special meeting
governed by subparagraph (b) hereof), provided that in the event that the date
of the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90 th day
prior to such annual meeting and not later than the close of business on the
later of (x) the 60 th day
prior to such annual meeting and (y) the close of business on the 10 th day
following the date on which public announcement of the date of such meeting is
first made by the Corporation. Such stockholder’s notice shall set forth (A) as
to each person whom the stockholder proposes to nominate for election as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected, (B) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made, (1) the name and address of such stockholder, as they
appear on the Corporation’s books, and of such beneficial owner and (2) the
class and number of shares of the Corporation that are beneficially owned and
held of record by such stockholder and such beneficial owner.
 
 (b) Special
Meetings of Stockholders. Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the notice of such meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
the Corporation’s notice of such meeting (i) by or at the direction of the board
of directors or (ii) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice of the special meeting, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 10. In the event a special meeting of stockholders is
called for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the notice of meeting,
if the stockholder’s notice required by subparagraph (a)(ii) of this Section 10
shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not earlier than the 90 th day
prior to such special meeting and not later than the close of business on the
later of (x) the 60 th day
prior to such special meeting and (y) the close of business on the
10 th day
following the date on which public announcement of the date of such special
meeting.
 
 (c) General. (i) Only
such persons who are nominated in accordance with the procedures set forth in
this Section 10 shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section
10. Except as otherwise provided by law or these By-Laws, the chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this Section 10, and
if any proposed nomination or business is not in compliance with this Section
10, to declare that such defective proposal or nomination shall be
disregarded.
 
 (ii)
Notwithstanding the foregoing provisions of this Section 10, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth herein. Nothing
in this Section 10 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act.