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Exhibit 3.2
Amendment to
Amended and Restated Bylaws of
United Road Services, Inc.
This Amendment to the Amended and Restated Bylaws (the "Bylaws") was
duly adopted by the Board of Directors of United Road Services, Inc. (the
"Board") at a Special Meeting of the Board held July 19, 2000. Capitalized terms
not otherwise defined herein shall have the meanings given them in the Bylaws.
Section 3.09 of the Bylaws is hereby amended to delete the first
sentence thereof in its entirety, and to insert the following in its place:
"Except as otherwise provided in the Certificate of Incorporation or
these Bylaws or by law, at all times until the holders of the Corporation's
Series A Participating Convertible Preferred Stock, par value $.001 per share
(the "Series A Preferred Stock") no longer have the right under (i) the
Investors' Agreement, dated as of July 20, 2000, by and between the Corporation
and Blue Truck Acquisition, LLC (the "Investors' Agreement"), or (ii) the
Certificate of Designations, Preferences and Rights of the Series A Preferred
Stock, to designate at least a majority of the total number of authorized
directors, a quorum for the transaction of business at any meeting of the Board
shall require that (a) a majority of the total number of authorized directors be
present, and (b) a majority of the directors present at such meeting are
Investor Directors (as such term is defined in the Investors' Agreement)."
/s/ Gerald R. Riordan
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Gerald R. Riordan
Secretary
