Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2008, the Board of Directors of ScanSource, Inc. (the "Corporation") amended and restated the Corporation's Bylaws by adopting amended and restated Bylaws, to be effective December 5, 2008 (the "Amended and Restated Bylaws"). These are the first bylaws amendments since they were last adopted on December 23, 1993.

The Amended and Restated Bylaws are primarily intended to (i) update the Corporation's Bylaws to conform with changes over the past fifteen years in the South Carolina Business Corporation Act of 1988, as amended (the "South Carolina Code"), the governing law in the Corporation's state of incorporation;
(ii) enhance the advance notice provisions of the Corporation's Bylaws so that such provisions are clear in light of recent developments in applicable law; and
(iii) establish orderly procedures for the conduct of meetings of the shareholders.

The Amended and Restated Bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in its entirety herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Amended and Restated Bylaws of ScanSource, Inc., effective December 5, 2008.