EXHIBIT 3.1
MINUTES OF ACTION
OF THE BOARD OF DIRECTORS
OF CHEROKEE INC.
TAKEN WITHOUT A MEETING
BY UNANIMOUS WRITTEN CONSENT
The following action is taken by the Board of Directors of Cherokee Inc., a Delaware corporation (the
"Corporation"), by unanimous written consent, without a meeting, as of May 1, 1998.
WHEREAS, Section 1 of Article 2 of the By-laws of this Corporation provides for seven (7) directors;
WHEREAS, the By-laws provide that the Board of Directors can amend this provision:
WHEREAS, it is deemed to be in the best interest of this Corporation to amend
Section 1 of Article 2 of the By-laws to decrease the number of directors from seven to not less than three (3) or
more than nine (9).
NOW THEREFORE BE IT RESOLVED: That Section 1 of Article 2 of the By-laws of this Corporation is
hereby amended in its entirety and as amended reads as follows:
"The Board of Directors shall consist of not less than three (3) or more than nine (9) directors, the exact number
of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the
Board of Directors then in office. If the number of directors is changed, any vacancy on the Board of Directors
that results from an increase in the number of directors shall be filled pursuant to Article III, Section 4. In no case
will a decrease in the number of directors shorten the term of any incumbent director. The directors need not be
stockholders."
The undersigned, constituting all of the directors of the Corporation, do hereby consent to the foregoing action as
of the 1st day of May 1998.
/s/ Avi Dan /s/ Timothy Ewing
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Avi Dan Timothy Ewing
/s/ Keith Hull /s/ Douglas Weitman
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Keith Hull Douglas Weitman
/s/ Jess Ravich /s/ Robert Margolis
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Jess Ravich Robert Margolis