<PAGE>
 
with respect to such stock; (c) the creation of any committee of the Board of
Directors; (d) the filling of vacancies on the Board of Directors or any
committee thereof created by the death, resignation or removal of Malcolm I.
Glazer or Avram A. Glazer; or (e) any action to remove Malcolm I. Glazer or
Avram A. Glazer from any committee of the Board of Directors. Notwithstanding
anything to the contrary in these By-laws, effective with the Corporation's 1995
annual meeting of stockholders, the action in this Section 12 shall require the
vote of five (5) Directors.


                                   ARTICLE IV

                                    Officers

          SECTION 1.   Title, Number and Salaries.   The officers of the
Corporation shall be elected by the Board of Directors, and shall consist of a
Chairman of the Board and Chief Executive Officer, Vice Presidents, a Secretary,
a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the
Board of Directors may from time to time designate, all of whom shall hold
office until their successors are elected and qualified.  Two or more offices,
except the office of Chairman of the Board and Chief Executive Officer and the
office of the Secretary, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity.  The
salaries of the officers shall be determined by the Board of Directors or
committee duly designated thereby, and may be altered from time to time except
as otherwise provided by contract.  All officers shall be entitled to be paid or
reimbursed for all cost and expenditures incurred in the Corporation's business.

          SECTION 2.   Vacancies.   Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.

          SECTION 3.   Removal.   Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or appointment of an officer or agent shall not of itself
create contract rights.

          SECTION 4.  Chairman of the Board.   The Chairman of the Board shall
preside at all meeting of the stockholders and directors, shall be ex officio a
member of all standing committees to which he is not otherwise appointed, shall
see that all orders and resolutions of the Board are carried into effect, and,
subject to the directions of the Board, shall have general and active management
of the business of the Corporation and shall perform such other duties as may
from time to time be assigned to him by the Board.

          SECTION 5.  Chief Executive Officer and President.   The Chief
Executive Officer and President shall be the chief administrative officer of the
Corporation, and subject to the provisions of SECTION 4

                                       6