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                                                                     Exhibit 3.1

                       UNANIMOUS CONSENT OF DIRECTORS OF
                               COST-U-LESS, INC.
                          IN LIEU OF SPECIAL MEETING


The undersigned, being all of the directors of Cost-U-Less, Inc., a Washington
corporation (the "Company"), acting pursuant to RCW 23B.08.210 without the
necessity of a formal meeting, hereby waive all notices, statutory and
otherwise, and DO HEREBY UNANIMOUSLY ADOPT the following resolutions and DO
HEREBY UNANIMOUSLY CONSENT to the taking of the actions therein set forth:

Amendment of the Bylaws
-----------------------

WHEREAS, the Board of Directors wishes to amend the Company's Bylaws to clarify
that, consistent with the Company's Articles of Incorporation, shareholders
shall not have the right to cumulate votes for the election of directors. NOW,
THEREFORE, IT IS HEREBY

     RESOLVED, that the Board of Directors hereby approves the following
     amendments to the Company's Bylaws:

     1.   Section 2.14 shall be deleted in its entirety; and

     2.   Section 3.3.2 shall be amended and restated in its entirety to read as
          follows:

          "3.3.2 Election

          Unless otherwise provided in the Articles of Incorporation,
          shareholders of this corporation shall not have the right to cumulate
          votes for the election of Directors."


General Authority
-----------------

     FURTHER RESOLVED, that the officers of the Company are authorized,
     empowered and directed, in the name and on behalf of the Company, to incur
     and pay such other costs and expenses, to take all such other actions, and
     to cause to be prepared and to execute, deliver, file and perform all other
     instruments, documents and certificates as in the judgment of the officers
     or counsel to the Company shall be necessary or advisable to carry out the
     intent of the foregoing resolutions; and the execution of any such
     instrument, document or certificate or the taking of any such action in
     connection with the foregoing shall conclusively establish the authority of
     the officer with respect thereto and the approval and ratification by the
     Company of the instrument, document or certificate so executed or the
     action so taken.
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This Consent may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. This Consent shall be effective on the date on which the final
signature of the below-named directors is obtained.

DIRECTORS


/s/ J. Jeffrey Meder                   Dated:  July 24, 2001
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J. Jeffrey Meder


/s/ David A. Enger                     Dated:  July 24, 2001
-------------------------------
David A. Enger


/s/ Wayne W. Keener                    Dated:  July 24, 2001
-------------------------------
Wayne W. Keener


/s/ Gary W. Nettles                    Dated:  July 24, 2001
-------------------------------
Gary W. Nettles


/s/ George C. Textor                   Dated:  July 24, 2001
-------------------------------
George C. Textor

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