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S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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Exhibit 3.2


CHIPOTLE MEXICAN GRILL, INC.
FORM OF RESTATED BYLAWS
(as of                        , 2006)

ARTICLE I—OFFICES

        Section 1.    Registered Office.    Chipotle Mexican Grill, Inc. (the "Corporation") shall have and maintain at all time (a) a registered office in the State of Delaware, which office shall be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, Delaware 19801; and (b) a registered agent located at such address whose name is The Corporation Trust Corporation, until changed from time to time as provided by the General Corporation Law of the State of Delaware (the "DGCL").

        Section 2.    Other Offices.    The principal office of the Corporation may be located within or without the State of Delaware, as designated by the Board of Directors of the Corporation (the "Board of Directors"). The Corporation may have other offices and places of business at such places within or without the State of Delaware as shall be determined by the directors or as may be required by the business of the Corporation.


ARTICLE II—SHAREHOLDERS

        Section 1.    Annual Meeting.    Annual meetings of the shareholders, for the purpose of election of directors to succeed those whose terms expire and for such other business as may properly come before it, shall be held at such place, either within or without the State of Delaware (including by remote communication as authorized by Section 211(a)(2) of the DGCL), on such date and at such time as the Board of Directors shall designate from time to time, as set forth in the notice of the meeting delivered or mailed to shareholders. Except as otherwise required by law, general meetings of the shareholders can only be called pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office or by the Chairman of the Board.

        Section 2.    Special Meetings.    Subject to the rights of the holders of the preferred stock, par value $0.01 per share, of the Corporation (the "Preferred Stock"), special meetings of the shareholders, for any purpose or purposes prescribed in the notice of the meeting, may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office or by the Chairman of the Board, and shall be held at such place, either within or without the State of Delaware, on such date and at such time as they or he or she shall designate, as set forth in the notice of the meeting.

        Section 3.    Notice of Meetings.    Except as otherwise provided by law or the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), written notice of the place, date, time and purpose of all meetings of the shareholders shall be given, not less than ten nor more than 60 days before the date on which the meeting is to be held, to each shareholder entitled to vote at such meeting, except that where the matter to be acted on is one specified in Section 2(b)(i) of the Certificate of Incorporation, such notice shall be given no less than 20 nor more than 60 days before the date on which the meeting is to be held.

        If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of Section 262(d) of the DGCL to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory Section.

        When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date of the original meeting, or if a new record date is fixed for the adjourned meeting,


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