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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]
---------------------------------------
D. Gary McRae


/s/George M. Bruton                    [SEAL]
---------------------------------------
George M. Bruton

/s/Hilton J. Cochran                   [SEAL]
---------------------------------------
Hilton J. Cochran

/s/Brady W. Dickson                    [SEAL]
---------------------------------------
Brady W. Dickson

/s/Victor A. Karam                     [SEAL]
---------------------------------------
Victor A. Karam

/s/James W. McRae                      [SEAL]
---------------------------------------
James W. McRae

/s/Harold W. Smith                     [SEAL]
---------------------------------------
Harold W. Smith


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