Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - MARCUS CORP | tm20301014d1_ex99-1.htm |
| EX-99.3 - EXHIBIT 99.3 - MARCUS CORP | tm20301014d1_ex99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - MARCUS CORP | tm20301014d1_ex99-2.htm |
| 8-K - FORM 8-K - MARCUS CORP | tm20301014d1_8k.htm |
Exhibit 3.1
THE MARCUS CORPORATION
Amendment to BY-LAWS
Section 3.12 of Article III of The Marcus Corporation’s By-Laws has been amended to read in its entirety as follows (deletions are indicated with strikethroughs; additions are indicated by underlining):
3.12 Committees.
The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create
one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the
Board of Directors to serve as alternates. Each committee shall have two one or more members who shall,
unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized
to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize
distributions; (b) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved
by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies
on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee; (d) amend the
corporation’s articles of incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger not requiring shareholder
approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee
to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the
committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.