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                                   RESOLUTIONS
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                              BMC INDUSTRIES, INC.


                                FEBRUARY 20, 1998


         RESOLVED, that the restated Bylaws (the "Bylaws") of BMC Industries,
Inc. (the "Company") are hereby amended by striking out Article II, Section 3,
reading as follows:

         " Section 3. SPECIAL MEETINGS. Special meetings of the stockholders may
         be called by the chief executive officer, the chief financial officer,
         two or more directors or a stockholder or stockholders holding ten
         percent or more of the voting power of all shares entitled to vote,
         except that a special meeting for the purpose of considering any action
         to directly or indirectly facilitate or effect a business combination,
         including any action to change or otherwise affect the composition of
         the board of directors for that purpose, must be called by 25 percent
         or more of the voting power of all shares entitled to vote. Special
         meetings shall be held on the date and at the time and place fixed by
         the chief executive officer or the Board, or in Hennepin County,
         Minnesota at the place fixed by a stockholder or stockholders lawfully
         calling a meeting. The business to be transacted at a special meeting
         shall be limited to the purposes stated in the notice of the meeting."

And substituting therefore the following:

         " Section 3. SPECIAL MEETINGS. Special meetings of the stockholders may
         be called by the chief executive officer, the chief financial officer,
         two or more directors or a stockholder or stockholders holding ten
         percent or more of the voting power of all shares entitled to vote,
         except that a special meeting for the purpose of considering any action
         to directly or indirectly facilitate or effect a business combination,
         including any action to change or otherwise affect the composition of
         the Board for that purpose, must be called by 25 percent or more of the
         voting power of all shares entitled to vote. A stockholder or
         stockholders holding the voting power to lawfully call a meeting, may
         demand a special meeting of shareholders by written notice of demand
         given to the chief executive officer or chief financial officer and
         containing the purpose of the meeting. Within 30 days after receipt of
         the demand by one of those officers, the Board shall cause a special
         meeting of stockholders to be called and held no later than 90 days
         after receipt of the demand, all at the expense of the corporation. If
         the Board fails to cause a special meeting to be called and held as
         required herein, a stockholder or stockholders making the demand may
         call a meeting by giving 

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         notice as required by Section 302.A.435, Minnesota Statutes, all 
         at the expense of the corporation.

         Special meetings shall be held on the date and at the time and place
         fixed by the chief executive officer, the chief financial officer or
         the Board, except that a special meeting called by or at the demand of
         a stockholder or stockholders hereunder shall be held in the county
         where the principal executive office is located."