Exhibit 3.2**Annex A****RESOLUTIONS OF THE BOARD OF GOVERNORS****1.****Records.**          **RESOLVED,**that the Secretary of the Company is hereby instructed to cause theCertificate of Organization and the Articles of Organization to be filed with therecords of the Company; and          **RESOLVED,**that to the extent required to comply with the provisions of Chapter322B of Minnesota Statutes, the Company shall keep at its principal executive officethe original or copies of all such required records.**2.****Bylaws****.**          **RESOLVED,**that the bylaws presented to the Board of Governors and attachedhereto as Exhibit A are hereby adopted as the bylaws of the Company.**3.****Company Seal****.**          **RESOLVED,**that the Company shall have no company seal.**4.****Election of Managers****.**          **RESOLVED,**that the following persons are elected to the offices set forthopposite their respective names below, each to serve in accordance with the bylawsof the Company.   Name     R. Michael Andrews, Jr. Chief Manager   Paul Holovnia Manager and Assistant Secretary   H. Thomas Mitchell Manager and Secretary   A. Keith Wall Chief Finance Manager**5.****Company Bank Accounts****.**          **RESOLVED,**that any standard Corporate Banking Authorization Resolution submittedto the company by its Chief Manager and/or Chief Finance Manager is hereby adoptedfor the purpose of designating a bank as the depository for the funds of the Company;and checks, drafts or other withdrawal orders issued against the funds on depositwith such bank may be signed by any such persons as the Board of Governors or theSole Member (as defined below) shall from time to time designate; and
 

 

2          **RESOLVED,**that any manager of the Company is authorized and directed to certify to suchbank the effect of this resolution, in the normal form of certificate required by such bank, andthat this resolution shall continue in force until express written notice of its revocation,rescission or modification has been furnished to said Bank.**6.****Contributions by Members****.**          **RESOLVED,**that contributions of cash from Buffets, Inc. (the “Sole Member”) as setforth below is accepted, and upon (i) transfer to the Company of such contribution, and (ii)execution of a Contribution Agreement by the Sole Member, the Sole Member shall own 100% of theCompany’s Membership Interests as set forth below. The aggregate percentages of MembershipInterests shall comprise one hundred percent (100%) of the Company’s financial rights andgovernance rights and one hundred percent (100%) of the Company’s voting interests.             Name of Member Contribution Membership Units Ownership %Buffets, Inc. $10.00   100   100%          **RESOLVED,**that a statement of such contribution shall be prepared and retained among theCompany’s required records to the extent required to comply with the Minnesota Statutes.**7.****Fiscal Year****.**          **RESOLVED,**that the Company shall keep its financial and tax records on the basis of a fiscalyear ending on the Wednesday nearest June 30 each year. The Company’s fiscal year shall becomprised of fifty-two (52) or fifty-three (53) weeks divided into four (4) fiscal quarters oftwelve (12), twelve (12), sixteen (16) and twelve (12) or thirteen (13) weeks, respectively.**8.****General Authorization****.**          **RESOLVED,**that the managers of the Company be, and each of them hereby is, authorized to doand perform (or cause to be done and performed), in the name and on behalf of the Company orotherwise, all acts and things and to execute, file and deliver (or cause to be executed, filed anddelivered) all such agreements, documents and instruments as any of them shall deem necessary,appropriate or advisable to effectuate the intent and purposes of the foregoing resolutions, suchdetermination to be conclusively evidenced by the performance of such acts or things or theexecution, filing and delivery of such agreements, documents or instruments, as applicable; and          **RESOLVED,**that each and every action previously taken and performed by any manager of theCompany in connection with the actions contemplated by the foregoing resolutions be, and hereby is,adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company.

 
**Exhibit A****Bylaws of the Company**
 

 
**BYLAWS**