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EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS
OF
AFC ENTERPRISES, INC. ARTICLE I
OFFICES, CORPORATE SEAL Section 1.01. Registered Office. The registered office of the corporation in Minnesota
shall be that set forth in the Articles of Incorporation or in the most recent amendment of the
Articles of Incorporation or resolution of the Board of Directors filed with the Secretary of State
of the State of Minnesota changing the registered office. Section 1.02. Other Offices. The corporation may have offices at such other places,
within or without the State of Minnesota, as the Board of Directors shall, from time to time,
determine. Section 1.03. Corporate Seal. The corporate seal shall be in a form as prescribed by
the Board of Directors and shall have inscribed thereon the name of the corporation, the word
Minnesota and the words Corporate Seal. ARTICLE II
MEETINGS OF SHAREHOLDERS Section 2.01. Place and Time of Meetings. Except as provided otherwise by the
Minnesota Business Corporation Act, meetings of the shareholders may be held at any place, within
or without the State of Minnesota, as may from time to time be designated by the Board of
Directors. In the absence of a designation of place, meetings shall be held at the principal
executive office of the corporation. In the absence of a designation of time, meetings shall be
held at 10:00 a.m. local time at the place where the meeting is to be held. Section 2.02. Regular Meetings. (a)    A regular meeting of the shareholders shall be held on an annual basis on such date
as the Board of Directors shall by resolution establish. (b)    At a regular meeting the shareholders, voting as provided in the Articles of
Incorporation and these Bylaws, shall elect qualified successors for directors whose terms have
expired and shall transact such other business as may properly come before them. Section 2.03. Special Meetings. Special meetings of the shareholders may be held at any time
and for any purpose and may be called by (i) the chief executive officer, (ii) the 1




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chief financial officer, (iii) two or more directors or (iv) a shareholder or shareholders holding
10% or more of the voting power of all shares entitled to vote except that a special meeting for
the purpose of considering any action to directly or indirectly facilitate or affect a business
combination, including any action to change or otherwise affect the composition of the Board of
Directors for that purpose, must be called by 25% or more of the voting power of all shares
entitled to vote. A shareholder or shareholders holding the requisite percentage of the voting
power may demand a special meeting of the shareholders by written notice of demand given to the
chief executive officer or chief financial officer of the corporation and containing the purposes
of the meeting. Within 30 days after receipt of demand by one of those officers, the Board of
Directors shall cause a special meeting of shareholders to be called and held on notice no later
than 90 days after receipt of the demand, at the expense of the corporation. Special meetings shall
be held on the date and at the time and place fixed by the chief executive officer or the Board of
Directors, except that a special meeting called by or at the demand of a shareholder or
shareholders shall be held in the county where the principal executive office is located. The
business transacted at a special meeting shall be limited to the purposes stated in the notice of
the meeting. Section 2.04. Quorum, Adjourned Meetings. The holders of a majority of the shares
entitled to vote shall constitute a quorum for the transaction of business at any regular or
special meeting. In case a quorum shall not be present at a meeting, those present shall adjourn
the meeting to such day as they shall, by majority vote, agree upon, and a notice of such
adjournment and the date and time at which such meeting shall be reconvened shall be mailed to each
shareholder entitled to vote at least five days before such adjourned meeting. If a quorum is
present, a meeting may be adjourned from time to time without notice other than announcement at the
meeting. At adjourned meetings at which a quorum is present any business may be transacted which
might have been transacted at the meeting as originally noticed. If a quorum is present when a
meeting is convened, the shareholders present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders originally present to leave less than a
quorum. Section 2.05. Voting. At each meeting of the shareholders every shareholder having the
right to vote shall be entitled to vote either in person or by proxy. Each shareholder, unless the
Articles of Incorporation or statutes provide otherwise, shall have one vote for each share having
voting power registered in such shareholders name on the books of the corporation. Jointly owned
shares may be voted by any joint owner unless the corporation receives written notice from any one
of them denying the authority of that person to vote those shares. Upon the demand of any
shareholder, the vote upon any question before the meeting shall be by ballot. All questions shall
be decided by a majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote except if otherwise required by statute, the Articles of
Incorporation or these Bylaws. Section 2.06. Record Date. The Board of Directors may fix a date, not exceeding 60
days preceding the date of any meeting of shareholders, as a record date for the determination of
the shareholders entitled to notice of, and to vote at, such meeting, notwithstanding any transfer
of shares on the books of the corporation after any record 2




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date so fixed. If the Board of Directors fails to fix a record date for determination of the
shareholders entitled to notice of, and to vote at, any meeting of shareholders, the record date
shall be the 20th day preceding the date of such meeting. Section 2.07. Notice of Meetings. Except as otherwise specified in Section 2.04 or
required by law, written notice of each meeting of the shareholders, stating the date, time and
place and, in the case of a special meeting, the purpose or purposes, shall be given at least 10
days and not more than 60 days prior to the meeting to every holder of shares entitled to vote at
such meeting. The business transacted at a special meeting of shareholders shall be limited to the
purposes stated in the notice of the meeting. Section 2.08. Waiver of Notice. Notice of any regular or special meeting may be waived
by any shareholder either before, at or after such meeting orally or in writing signed by such
shareholder or a representative entitled to vote the shares of such shareholder. A shareholder, by
his or her attendance at any meeting of shareholders, shall be deemed to have waived notice of such
meeting, except where the shareholder objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened, or objects before a vote on an
item of business because the item may not lawfully be considered at that meeting and the
shareholder does not participate in the consideration of the item at that meeting. Section 2.09. Written Action. Any action which might be taken at a meeting of the
shareholders may be taken without a meeting if done in writing and signed by all of the
shareholders entitled to vote on that action. ARTICLE III
DIRECTORS Section 3.01. General Powers. The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors, except as otherwise permitted by
statute. Section 3.02. Number, Qualification and Term of Office. The number of directors
shall be seven. The number of directors may be increased or decreased from time to time by
resolution of the Board of Directors or the shareholders, and there may be an even number of
directors; provided, however, that the number of directors shall not be less than five nor more
than eleven. Directors need not be shareholders. Each of the directors shall hold office until the
regular meeting of shareholders next held after such directors election and until such directors
successor shall have been elected and shall qualify, or until the earlier death, resignation,
removal or disqualification of such director. Section 3.03. Board Meetings. Meetings of the Board of Directors may be held from time
to time at such time and place within or without the State of Minnesota as may be designated in the
notice of such meeting. 3




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Section 3.04. Calling Meetings; Notice. Meetings of the Board of Directors may be
called by the chief executive officer by giving at least twenty-four hours notice or by any other
director by giving at least five days notice, of the date, time and place thereof to each director
by mail, telephone, telegram or in person. If the day or date, time and place of a meeting of the
Board of Directors has been announced at a previous meeting of the Board, no notice is required.
Notice of an adjourned meeting of the Board of Directors need not be given other than by
announcement at the meeting at which adjournment is taken. Section 3.05. Waiver of Notice. Notice of any meeting of the Board of Directors may be
waived by any director either before, at, or after such meeting orally or in a writing signed by
such director. A director, by his or her attendance at any meeting of the Board of Directors, shall
be deemed to have waived notice of such meeting, except where the director objects at the beginning
of the meeting to the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting. Section 3.06. Quorum. A majority of the directors holding office immediately prior to
a meeting of the Board of Directors shall constitute a quorum for the transaction of business at
such meeting. Section 3.07. Absent Directors. A director may give advance written consent or
opposition to a proposal to be acted on at a meeting of the Board of Directors. If such director is
not present at the meeting, consent or opposition to a proposal does not constitute presence for
purposes of determining the existence of a quorum, but consent or opposition shall be counted as a
vote in favor of or against the proposal and shall be entered in the minutes or other record of
action at the meeting, if the proposal acted on at the meeting is substantially the same or has
substantially the same effect as the proposal to which the director has consented or objected. Section 3.08. Conference Communications. Any or all directors may participate in any
meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of
communication through which the directors may simultaneously hear each other during such meeting.
For the purposes of establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.08 shall be deemed present in person at the meeting; and
the place of the meeting shall be the place of origination of the conference telephone conversation
or other comparable communication technique. Section 3.09. Vacancies; Newly Created Directorships. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created directorships resulting
from any increase in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from office or other cause
may be filled by a majority vote of the directors then in office though less than a quorum, and
directors so chosen shall hold office for a term expiring at the next annual meeting of
shareholders. 4




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Section 3.10. Removal. Any directors, or the entire Board of Directors, may be removed
from office at any time, with or without cause, but only by the affirmative vote of the holders of
a majority of the outstanding shares of the capital stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class. A director named by the
Board of Directors to fill a vacancy may be removed from office at any time, with or without cause,
by the affirmative vote of the remaining directors if the shareholders have not elected directors
in the interim between the time of the appointment to fill such vacancy and the time of the
removal. In the event that the entire Board or any one or more directors be so removed, new
directors may be elected at the same meeting. Section 3.11. Committees. A resolution approved by the affirmative vote of a majority
of the Board of Directors may establish committees having the authority of the Board in the
management of the business of the corporation to the extent provided in the resolution. A committee
shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present. Committees are subject to the direction and control of, and
vacancies in the membership thereof shall be filled by, the Board of Directors. A majority of the
members of the committee present at a meeting shall constitute a quorum for the transaction of
business, unless a larger or smaller proportion or number is provided in a resolution approved by
the affirmative vote of a majority of the Board of Directors. Section 3.12. Written Action. An action required or permitted to be taken at a meeting
of the Board of Directors of the Corporation may be taken by a written action signed, or
counterparts of a written action signed in the aggregate, by all of the Directors unless the action
need not be approved by the shareholders of the Corporation, in which case the action may be taken
by a written action signed, or counterparts of a written action signed in the aggregate, by the
number of Directors that would be required to take the same action at a meeting of the Board of
Directors of the Corporation at which all of the Directors were present. Section 3.13. Compensation. Directors who are not salaried officers of this
corporation shall receive such compensation as shall be determined, from time to time, by
resolution of the Board of Directors. Unless otherwise determined by resolution of the Board, all
directors shall receive their expenses, if any, of attendance at meetings of the Board of Directors
or any committee thereof. Nothing herein contained shall be construed to preclude any director from
serving this corporation in any other capacity and receiving proper compensation therefor. ARTICLE IV.
OFFICERS Section 4.01. Number and Designation. The corporation shall have one or more natural
persons exercising the functions of the offices of chief executive officer and chief financial
officer. The Board of Directors may elect or appoint such other officers or 5




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agents as it deems necessary for the operation and management of the corporation, with such powers,
rights, duties and responsibilities as may be determined by the Board, including, without
limitation, a Chairman of the Board, a Vice Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such assistant officers or other officers as may from
time to time be elected or appointed by the Board. Each such officer shall have the powers, rights,
duties and responsibilities set forth in these Bylaws unless otherwise determined by the Board. Any
number of offices may be held by the same person. Section 4.02. Election, Term of Office and Qualifications. The Board of Directors
shall elect or appoint all officers, from within or without their number, by resolution approved by
the affirmative vote of a majority of the directors present. Each officer shall have the term of
office provided for in these Bylaws or a resolution of the Board of Directors not inconsistent
therewith. All officers who may be directors shall continue to hold office until the election and
qualification of their successors, notwithstanding an earlier termination of their directorship. Section 4.03. Removal and Vacancies. Any officer may be removed from his office by the
Board of Directors at any time, with or without cause. Such removal, however, shall be without
prejudice to the contract rights of the person so removed. If there be a vacancy in an office of
the corporation by reason of death, resignation or otherwise, such vacancy shall be filled for the
unexpired term by the Board of Directors. Section 4.04. Chairman and Vice Chairman of the Board. The Chairman of the Board, if
one is elected by the Board, shall preside at all meetings of the directors and shall have such
other duties as may be prescribed from time to time by the Board of Directors. In the absence of
the Chairman of the Board, the Vice Chairman of the Board, if one is elected by the Board, shall
preside at all meetings of the directors and shall have such other duties as may be prescribed from
time to time by the Board of Directors. Section 4.05. Chief Executive Officer. Either the Chairman of the Board or the
President of the corporation may be designated from time to time by the Board to be the chief
executive officer of the corporation. Unless provided otherwise by a resolution adopted by the
Board of Directors, the chief executive officer (a) shall have general active management of the
business of the corporation; (b) shall, when present, preside at all meetings of the shareholders;
(c) shall see that all orders and resolutions of the Board are carried into effect; (d) shall sign
and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation, except in cases in which the authority
to sign and deliver is required by law to be exercised by another person or is expressly delegated
by these Bylaws or the Board to some other officer or agent of the corporation; (e) may maintain
records of and certify proceedings of the Board and shareholders; and (f) shall perform such other
duties as may from time to time be assigned to him by the Board. Section 4.06. Chief Operating Officer. The chief operating officer, if one is elected
by the Board, shall be either the President or a Vice President. He shall be responsible for 6




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the management of all of the operations of the corporations business and shall have such other
authority and duties as the Board of Directors or the chief executive officer from time to time may
prescribe. He shall report to the chief executive officer and be responsible to him. He may also
execute and deliver in the name of the corporation any instruments or documents pertaining to the
business of the corporation which could be executed by the chief executive officer. Section 4.07. Chief Financial Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief financial officer (a) shall keep accurate financial
records for the corporation; (b) shall deposit all monies, drafts and checks in the name of and to
the credit of the corporation in such banks and depositories as the Board of Directors shall
designate from time to time; (c) shall endorse for deposit all notes, checks and drafts received by
the corporation as ordered by the Board, making proper vouchers therefor; (d) shall disburse
corporate funds and issue checks and drafts in the name of the corporation, as ordered by the
Board; (e) shall sign and deliver in the name of the corporation any deeds, mortgages, bonds,
contracts or other instruments pertaining to the business of the corporation, except in cases in
which the authority to sign and deliver is required by law to be exercised by another person or is
expressly delegated by these Bylaws or the Board to some other officer or agent of the corporation;
(f) shall render to the chief executive officer and the Board of Directors, whenever requested, an
account of all of his transactions as chief financial officer and of the financial condition of the
corporation; and (g) shall perform such other duties as may be prescribed by the Board of Directors
or the chief executive officer from time to time. Section 4.08. President. Unless otherwise determined by the Board, the President shall
be the chief executive officer of the corporation and shall supervise and control the business
affairs of the corporation. If an officer other than the President is designated chief executive
officer, the President shall perform such duties as may from time to time be assigned to him by the
Board. Section 4.09. Vice President. The Board of Directors may designate one or more Vice
Presidents, who shall have such designations and powers and shall perform such duties as prescribed
by the Board of Directors or by the President. In the event of the absence or disability of the
President, Vice Presidents shall succeed to his power and duties in the order designated by the
Board of Directors. Section 4.10. Secretary. The Secretary shall be secretary of and shall attend all
meetings of the shareholders and Board of Directors and shall record all proceedings of such
meetings in the minute book of the corporation. Except as otherwise required or permitted by
statute or by these Bylaws, the Secretary shall give notice of meetings of shareholders and
directors. The Secretary shall perform such other duties as may from time to time be prescribed by
the Board of Directors or by the chief executive officer. Section 4.11. Treasurer. Unless otherwise determined by the Board, the Treasurer shall
be the chief financial officer of the corporation. If an officer other than the Treasurer 7




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is designated chief financial officer, the Treasurer shall perform such duties as may from time to
time be assigned to him by the Board. Section 4.12. Authority and Duties. In addition to the foregoing authority and duties,
all officers of the corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be determined from time to time by the
Board of Directors. Unless prohibited by a resolution of the Board of Directors, an officer elected
or appointed by the Board may, without specific approval of the Board, delegate some or all of the
duties and powers of an office to other persons. Section 4.13. Compensation. The officers of the corporation shall receive such
compensation for their services as may be determined, from time to time, by resolution of the Board
of Directors. ARTICLE V.
SHARES AND THEIR TRANSFER Section 5.01. Certificates for Shares. All shares of the corporation shall be
certificated shares. Every owner of shares of the corporation shall be entitled to a certificate,
to be in such form as shall be prescribed by the Board of Directors, certifying the number of
shares of the corporation owned by such shareholder. The certificates for such shares shall be
numbered in the order in which they shall be issued and shall be signed, in the name of the
corporation, by the Chairman, Chief Executive Officer, President or any Vice President and by the
Secretary or any Assistant Secretary or by such officers as the Board of Directors may designate.
If the certificate is signed by a transfer agent or registrar, such signatures of the corporate
officers may be by facsimile if authorized by the Board of Directors. Every certificate surrendered
to the corporation for exchange or transfer shall be cancelled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases provided for in Section 5.04. Section 5.02. Issuance of Shares. The Board of Directors is authorized to cause to be
issued shares of the corporation up to the full amount authorized by the Articles of Incorporation
in such amounts as may be determined by the Board of Directors and as may be permitted by law.
Shares may be issued for any consideration, including, without limitation, in consideration of cash
or other property, tangible or intangible, received or to be received by the corporation under a
written agreement, or of services rendered or to be rendered to the corporation under a written
agreement. At the time of approval of the issuance of shares, the Board of Directors shall state,
by resolution, its determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are to be issued. Section 5.03. Transfer of Shares. Transfer of shares on the books of the corporation
may be authorized only by the shareholder named in the certificate, or the shareholders legal
representative, or the shareholders duly authorized attorney-in-fact, and upon 8




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surrender of the certificate or the certificates for such shares. The corporation may treat as the
absolute owner of shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation. The Board of Directors may appoint one or more transfer
agents and registrars to maintain the share records of the corporation and to effect share
transfers on its behalf. Section 5.04. Loss of Certificates. Any shareholder claiming a certificate for shares
to be lost, stolen, or destroyed shall make an affidavit of that fact in such form as the Board of
Directors shall require and shall, if the Board of Directors so requires, give the corporation a
bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the Board of
Directors, to indemnify the corporation against any claim which may be made against it on account
of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and
for the same number of shares as the one alleged to have been lost, stolen or destroyed. ARTICLE VI.
DISTRIBUTIONS, RECORD DATE Section 6.01. Distributions. Subject to the provisions of the Articles of
Incorporation, of these Bylaws and of law, the Board of Directors may authorize and cause the
corporation to make distributions whenever, and in such amounts or forms as, in its opinion, are
deemed advisable. Section 6.02. Record Date. Subject to any provisions of the Articles of Incorporation,
the Board of Directors may fix a date not exceeding 120 days preceding the date fixed for the
payment of any distribution as the record date for the determination of the shareholders entitled
to receive payment of the distribution and, in such case, only shareholders of record on the date
so fixed shall be entitled to receive payment of such distribution notwithstanding any transfer of
shares on the books of the corporation after the record date. ARTICLE VII.
BOOKS AND RECORDS, FISCAL YEAR Section 7.01. Share Register. The Board of Directors of the corporation shall cause to
be kept at its principal executive office, or at another place or places within the United States
determined by the Board: (1)    a share register not more than one year old, containing the names and addresses of
the shareholders and the number and classes of shares held by each shareholder; and (2)    a record of the dates on which certificates or transaction statements representing
shares were issued. 9




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Section 7.02. Other Books and Records. The Board of Directors shall cause to be kept
at its principal executive office, or, if its principal executive office is not in Minnesota, shall
make available at its Minnesota registered office within ten days after receipt by an officer of
the corporation of a written demand for them made by a shareholder or other person authorized by
the Minnesota Business Corporation Act, Section 302A.461, originals or copies of: (1)    records of all proceedings of shareholders for the last three years; (2)    records of all proceedings of the Board for the last three years; (3)    its Articles and all amendments currently in effect; (4)    its Bylaws and all amendments currently in effect; (5)    financial statements required by the Minnesota Business Corporation Act, Section
302A.463 and the financial statements for the most recent interim period prepared in the course of
the operation of the corporation for distribution to the shareholders or to a governmental agency
as a matter of public record; (6)    reports made to shareholders generally within the last three years; (7)    a statement of the names and usual business addresses of its directors and principal
officers; and (8)    any shareholder voting or control agreements of which the corporation is aware. Section 7.03. Fiscal Year. The fiscal year of the corporation shall be determined by
the Board of Directors. ARTICLE VIII.
LOANS, GUARANTEES, SURETYSHIP Section 8.01. The corporation may lend money to, guarantee an obligation of, become a surety
for, or otherwise financially assist a person if the transaction, or a class of transactions to
which the transaction belongs, is approved by the affirmative vote of a majority of the directors
present, and: (1)    is in the usual and regular course of business of the corporation; (2)    is with, or for the benefit of, a related corporation, an organization in which the
corporation has a financial interest, an organization with which the corporation has a business
relationship, or an organization to which the corporation has the power to make donations; 10




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(3)    is with, or for the benefit of, an officer or other employee of the corporation or a
subsidiary, including an officer or employee who is a director of the corporation or a subsidiary,
and may reasonably be expected, in the judgment of the Board, to benefit the corporation; or (4)    has been approved by (a) the holders of two-thirds of the voting power of the shares
entitled to vote which are owned by persons other than the interested person or persons, or (b) the
unanimous affirmative vote of the holders of all outstanding shares whether or not entitled to
vote. Such loan, guarantee, surety contract or other financial assistance may be with or without
interest, and may be unsecured, or may be secured in the manner as a majority of the directors
present approve, including, without limitation, a pledge of or other security interest in shares of
the corporation. Nothing in this Section shall be deemed to deny, limit or restrict the powers of
guaranty, surety or warranty of the corporation at common law or under a statute of the State of
Minnesota. ARTICLE IX.
INDEMNIFICATION OF CERTAIN PERSONS Section 9.01. The corporation shall indemnify officers and directors of the corporation, for
such expenses and liabilities, in such manner, under such circumstances and to such extent as
permitted by the Minnesota Business Corporation Act, Section 302A.521, as now enacted or hereafter
amended. ARTICLE X.
AMENDMENTS Section 10.01. These Bylaws may be amended or altered by a vote of the majority of the whole
Board of Directors at any meeting, provided that notice of such proposed amendment shall have been
given in the notice given to the directors of such meeting. Such authority of the Board of
Directors is subject to the power of the shareholders, exercisable in the manner provided in the
Minnesota Business Corporation Act, Section 302A.181, Subd. 3, to adopt, amend or repeal bylaws
adopted, amended or repealed by the Board of Directors. The Board of Directors shall not make or
alter any bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing
directors or filling vacancies in the Board of Directors, or fixing the number of directors or
their classifications, qualifications, or terms of office, except that the Board of Directors may
adopt or amend any bylaw to increase their number. ARTICLE XI.
SECURITIES OF OTHER CORPORATIONS Section 11.01. Voting Securities Held by the Corporation. Unless otherwise ordered by
the Board of Directors, each of the chief executive officer, chief operating officer and 11




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chief financial officer, acting alone, shall have full power and authority on behalf of the
corporation (a) to attend any meeting of security holders of other corporations in which the
corporation may hold securities and to vote such securities on behalf of this corporation; (b) to
execute any proxy for such meeting on behalf of the corporation; and (c) to execute a written
action in lieu of a meeting of such other corporation on behalf of this corporation. At such
meeting, the chief executive officer, chief operating officer or chief financial officer, as the
case may be, shall possess and may exercise any and all rights and powers incident to the ownership
of such securities that the corporation possesses. The Board of Directors may, from time to time,
confer such powers to one or more other persons. Section 11.02. Purchase and Sale of Securities. Unless otherwise ordered by the Board
of Directors, the chief executive officer shall have full power and authority on behalf of the
corporation to purchase, sell, transfer or encumber any and all securities of any other corporation
owned by the corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer or encumbrance. The Board of Directors may, from time to
time, confer such powers to one or more other persons. Adopted: June 25, 2004 12