Exhibit 3.2
AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS
OF
GROUPON, INC.
By resolutions adopted by the Board of Directors (the “Board”) of Groupon, Inc., a Delaware corporation (the “Company”), the Company’s Amended and Restated By-Laws (the “By-Laws”) are amended as follows, effective as of June 10, 2016:
(i) Article III, Section 3.11 of the By-Laws is hereby amended and restated as follows:
“Section 3.11 Removal of Directors. A director may be removed from office by the stockholders of the Corporation with or without cause.”
(ii) Except as expressly set forth herein, the By-Laws are not otherwise amended or modified by this amendment and shall continue in full force and effect.
* * * * * * * * *
[Signature Page Follows]
The foregoing is certified as an amendment to the By-Laws, adopted by the Board, effective as of June 10, 2016.
By: /s/ Brian Stevens
Name: Brian Stevens
Title: Chief Accounting Officer & Treasurer