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Exhibit 3.2(a)
AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF CASEY'S GENERAL STORES, INC.
Pursuant to action of the Board of Directors of Casey's General Stores,
Inc. on June 6, 2000, the Amended and Restated Bylaws of Casey's General Stores,
Inc., in the form adopted on March 3, 1997 and amended on August 25, 1997, are
hereby further amended in the following respects:
1. By deleting Article XIV thereof and by inserting, in lieu thereof, the
following provision as a new Article XIV:
ARTICLE XIV
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AUDIT COMMITTEE
Section 1. Appointment. There shall exist a standing Audit Committee
composed of not fewer than three Directors of the Corporation, all of whom shall
be "independent directors" within the meaning of Nasdaq or other applicable
listing standards. The members of the Audit Committee shall be designated by
resolution passed by a majority of the whole Board. The Board may designate one
or more qualifying Directors as alternate members of the Audit Committee, who
may replace any absent or disqualified members at any meeting of the Committee.
In the absence of any member of the Audit Committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a majority, may unanimously appoint another qualifying
member of the Board to act at the meeting in the place of any such absent or
disqualified member not replaced by an alternate member designated by the whole
Board.
Section 2. Meeting. The Audit Committee shall meet on at least two
occasions each fiscal year, as specified in the Charter referred to in Section 3
below, and on such other occasions as the members of the Committee may deem
appropriate and desirable.
Section 3. Authority. The Audit Committee shall have the responsibilities
and perform the functions set forth in the Charter of the Audit Committee, as
said Charter may exist or be amended from time to time.
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Section 4. Minutes. The Audit Committee shall keep regular minutes of its
meetings and shall report the same to the Board when required.
Section 5. Quorum. A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business at any meeting thereof and
action of the Audit Committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
Section 6. Action without a Meeting. Any action that may be taken by the
Audit Committee at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the members of the Audit Committee.
Section 7. Vacancies. Any vacancy in the Audit Committee may be filled by
a resolution adopted by a majority of the full Board.
Section 8. Resignation and Removal. Any member of the Audit Committee may
be removed at any time with or without cause by resolution adopted by a majority
of the full Board. Any member of the Audit Committee may resign from the Audit
Committee at any time by giving written notice to the Chief Executive Officer,
Chief Operating Officer, President or Secretary of the Corporation, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 9. Procedure. The Audit Committee shall elect a presiding officer
from its members and may fix its own rules or procedure which shall not be
inconsistent with these By-Laws.
2. The foregoing Amendment shall be in full force and effect from and
after June 6, 2000, the date of the Board of Directors' approval thereof.
CASEY'S GENERAL STORES, INC.
By: /s/ John G. Harmon
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John G. Harmon, Secretary/Treasurer
(SEAL)
