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                                                                   Exhibit 4.2.1

                         VOTES OF THE BOARD OF DIRECTORS

    AMENDMENTS TO BYLAWS/OPTION PLANS MADE IN CONJUNCTION WITH STOCK PURCHASE
         AND INVESTOR RIGHTS AGREEMENT OF 7/13/00, AS AMENDED 7/24/2000

VOTED:   That the PictureTel Corporation Bylaws be, and are hereby amended
         to add a new Section 13 (Options) which shall read in its entirety
         as follows: "13. OPTION PRICING." (i) The exercise price of any
         option grants made under the Company's Stock Option Plans or
         pursuant to other arrangements or agreements, shall be equal
         to, or in excess of, the fair market value of the Company's
         Common Stock on the date of such grant; and (ii) the Company
         shall not, without the approval of the holders of a majority
         of the Common Stock, decrease the exercise price of any stock
         option grants made under such Plans or any other arrangements
         or agreements, PROVIDED THAT such restriction shall not apply
         to the issuance of new options at a lower strike price upon
         the cancellation of existing options; and (iii)
         notwithstanding any other provisions of these Bylaws, the
         provisions of this Section 13 shall not be amended, modified,
         revoked, repealed or rescinded without the approval of the
         holders of a majority of the Common Stock."