Exhibit 3.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED BY-LAWS
OF
MAC-GRAY CORPORATION
Article VI, Section 7 of the Amended and Restated By-laws of Mac-Gray Corporation is hereby amended and restated to read in its entirety as follows:
“SECTION 7. Amendment of By-laws.
(a) Amendment by Directors. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office.
(b) Amendment by Stockholders. These By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose, by the affirmative vote of at least a majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class.”