Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On February 4, 2009, the Board of Directors of Xata Corporation (the "Company" or "Xata") amended the Company's Restated Bylaws (the "Bylaws"), effective immediately. In addition to the Bylaw amendments described below, certain technical and clarifying Bylaw amendments were adopted, including certain amendments made to align the Bylaws with the Minnesota Business Corporations Act. The following summary of the changes effected by the Bylaw amendments is qualified in its entirety by reference to the full text of the Restated Bylaws, as amended February 4, 2009, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
• Amended Section 2.4 to provide that notice of shareholder meetings may be given to a shareholder by means of electronic communication provided that the requirements of Minnesota Statutes are met.

• Amended Section 2.4 to provide that notice of shareholder's meetings to a shareholder is also effective if the notice is addressed to the shareholder or a group of shareholders in a manner permitted by the rules and regulations under the Securities Exchange Act of 1934, so long as the corporation has first received the written or implied consent required by those rules and regulations.

• Amended Section 2.10 to permit that a shareholder may cast or authorize the casting of a vote by telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the shareholder, of an appointment of a proxy with the corporation or the corporation's duly authorized agent at or before the meeting at which the appointment is to be effective.

• Amended Sections 2.2, 2.11 and 3.16 to clarify the purposes and notice provisions for regular and special shareholder meetings, including the addition of specific advance notice provisions with respect to director nominations made by shareholders.

• Amended Section 3.2 to provide that notice of meetings of the Company's Board of Directors may be given by any means authorized by statute.

• Amended Sections 4.1 and 4.5 to provide that the Board of Directors has the authority to hire and terminate Executive Vice Presidents.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.

3.1 Restated Bylaws, as amended February 4, 2009.

---