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EXHIBIT 3.5
MCRAE INDUSTRIES, INC.
WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
TO ACTION WITHOUT A MEETING
The undersigned, being all of the members of the Board of Directors of
McRae Industries, Inc., a Delaware corporation (the "Corporation"), do hereby
waive any and all requirements for the holding of a meeting of the Board of
Directors and, pursuant to Section 141 of the General Corporation Law of the
State of Delaware and the Bylaws of this Corporation, do hereby unanimously take
the following action by signing their written consent hereto:
AMENDMENT TO THE CORPORATION'S BYLAWS
WHEREAS, Section 2.01 of the Corporation's Bylaws currently states that
the Annual Meeting of the Stockholders shall occur on the third
Thursday in December;
WHEREAS, the Board of Directors believes this date is too close to the
year-end holidays and wishes to change the date of the Annual Meeting
of the Stockholders to the second Thursday in December or such other
date as the Board of Directors in its discretion may determine;
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Article VII of the
Corporation's Bylaws and Article Tenth of the Corporation's Certificate
of Incorporation, the Board of Directors hereby amends the
Corporation's Bylaws as follows:
The first sentence of Section 2.01 of the Bylaws is
amended by replacing the phrase "on the third
Thursday in December, if not a legal holiday, and, if
a legal holiday, then on the next day following which
is not a legal holiday" with the phrase "on the
second Thursday in December or at such other date as
the Board of Directors in its discretion may
determine."
The undersigned do hereby unanimously consent that this document be
filed with the minutes of the Corporation and that the actions set forth in the
foregoing preamble and resolutions shall have the same force and effect as if
taken at a duly constituted meeting of the Board of Directors of the
Corporation.
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WITNESS our hands and seals as of the 28th day of August 2000.
DIRECTORS:
/s/D. Gary McRae [SEAL]
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D. Gary McRae
/s/George M. Bruton [SEAL]
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George M. Bruton
/s/Hilton J. Cochran [SEAL]
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Hilton J. Cochran
/s/Brady W. Dickson [SEAL]
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Brady W. Dickson
/s/Victor A. Karam [SEAL]
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Victor A. Karam
/s/James W. McRae [SEAL]
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James W. McRae
/s/Harold W. Smith [SEAL]
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Harold W. Smith
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