Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
AMCON DISTRIBUTING COMPANY
As Amended and Restated on November 6, 2023
TABLE OF CONTENTS
ARTICLE I STOCKHOLDERS 1
Section 1. Time and Place of Meetings 1
Section 2. Annual Meetings1
Section 3. Special Meetings 1
Section 4. Notice of Meetings1
Section 5. Quorum and Adjournment1
Section 6. Voting 2
Section 7. Stockholder Proposals and Nominations of Directors 2
Section 8. Inspectors of Elections 3
Section 9. Opening and Closing of Polls 4
ARTICLE II DIRECTORS 4
Section 1. General Powers 4
Section 2. Number and Term of Office 4
Section 3. Vacancies 4
Section 4. Regular Meetings 5
Section 5. Special Meetings 5
Section 6. Quorum 5
Section 7. Written Action 5
Section 8. Participation in Meetings by Conference Telephone 5
Section 9. Committees 5
Section 10. Compensation 6
Section 11. Regulations; Manner of Acting 6
ARTICLE III NOTICES 6
Section 1. Generally 6
Section 2. Waivers 7
ARTICLE IV OFFICERS AND LEAD DIRECTOR 7
Section 1. Generally 7
Section 2. Compensation 7
Section 3. Election 7
Section 4. Authority and Duties 8
Section 5. Removal and Resignation; Vacancies 8
Section 6. Chairman 8
Section 7. Lead Director 8
Section 8. Vice Chairman 9
Section 9. Chief Executive Officer 9
Section 10. President 9
Section 11. Execution of Documents and Action With Respect to Securities of Other Corporations 10
Section 12. Vice President 10
Section 13. Secretary and Assistant Secretaries 10
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Section 14. Chief Financial Officer, Treasurer and Assistant Treasurer 10
ARTICLE V INDEMNIFICATION 11
Section 1. Right to Indemnification 11
Section 2. Right of Indemnitee To Bring Suit 12
Section 3. Nonexclusivity of Rights 12
Section 4. Insurance 12
Section 5. Indemnification of Agents of the Corporation 13
Section 6. Indemnification Contracts 13
Section 7. Effect of Amendment 13
ARTICLE VI STOCK 13
Section 1. Certificated and Uncertificated Shares 13
Section 2. Transfer 13
Section 3. Lost, Stolen or Destroyed Certificates 14
Section 4. Record Date 14
ARTICLE VII GENERAL PROVISIONS 15
Section 1. Fiscal Year 15
Section 2. Corporate Seal 15
Section 3. Reliance Upon Books, Reports and Records 15
Section 4. Time Periods 15
Section 5. Dividends 15
ARTICLE VIII AMENDMENTS 15
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AMENDED AND RESTATED BYLAWS
OF
AMCON DISTRIBUTING COMPANY
(As Amended and Restated on November 6, 2023)
time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting, conforming to the requirements of Section 4 of Article I hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.
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the Corporation not later than the close of business on the seventh day following the day on which the notice of a meeting was mailed, and (b) in the case of a special meeting of stockholders, received not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. A notice of nominations by stockholders shall set forth as to each proposed nominee who is not an incumbent director (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee and the nominating stockholder and (iv) any other information concerning the nominee that must be disclosed regarding nominees in proxy solicitations pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules under such section.
The Chairman of the Board, or in his absence the President or any Vice President, may, if the facts warrant, determine and declare to the meeting of stockholders that a nomination was not made in accordance with the foregoing procedure and that the defective nomination shall be disregarded.
The inspector may appoint or retain other persons or entities to assist in the performance of the duties of inspector.
When determining the shares represented and the validity of proxies and ballots, the inspector shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information relating to the authorization of a proxy through the transmission of a telegram, cablegram, or other means of electronic transmission, any information relating to the authorization of a ballot submitted by electronic transmission, ballots and the regular books and records of the Corporation. The inspector may consider reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers or their nominees or
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similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspector considers other reliable information as outlined in this Section, the inspector, at the time of his or her certification pursuant to (e) of this Section, shall specify the precise information considered, the person or persons from whom the information was obtained, when this information was obtained, the means by which the information was obtained, and the basis for the inspector's belief that such information is accurate and reliable.
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Unless the resolution, Bylaws or Restated Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to the General Corporation Law of the State of Delaware.
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such revocation from such stockholder, or (b) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice. Notice shall be deemed given: (i) if by mail, when deposited in the United States mail, with postage thereon prepaid and addressed to the intended recipient at his or her address as it appears on the records of the Corporation; (ii) if by facsimile telecommunication, when directed to a number at which the intended recipient has consented to receive notice; (iii) if by electronic mail, when directed to an electronic mail address at which the intended recipient has consented to receive notice; (iv) if by a posting on an electronic network together with separate notice to the intended recipient of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (v) if by any other form of electronic transmission, when directed to the intended recipient. As used in these Bylaws, the term "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including email.
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the duties of those offices, the President shall perform such duties, unless otherwise determined by the Board of Directors.
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expenses"); and provided, further, that, if the General Corporation Law of the State of Delaware requires it, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article V or otherwise (hereinafter an "undertaking").
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or by such person's attorney lawfully constituted in writing and upon surrender to the Corporation or the transfer agent of each certificate representing such shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer and payment of all necessary transfer taxes, or (b) in the case of shares of the Corporation's stock in uncertificated form, upon receipt of proper transfer instructions from the registered holder of such shares or by such person's attorney lawfully constituted in writing and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes referred to in clauses (a) and (b) shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to shares of the Corporation's stock in certificated form, every certificate exchanged, returned or surrendered to the Corporation shall be marked "Cancelled," with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock transfer books of the Corporation.
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In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, repeal, alter or amend the Bylaws of the Corporation by the vote of a majority of the entire Board of Directors. In addition to any requirements of law and any provision of the Restated Certificate of Incorporation, the stockholders of the Corporation may adopt, repeal, alter or amend any provision of the Bylaws upon the affirmative vote of the holders
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of 75% or more of the combined voting power of the then outstanding stock of the Corporation entitled to vote generally in the election of directors.
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