Exhibit 3.2
AMENDMENT TO THE
AMENDED AND RESTATED BY-LAWS
OF
SIRIUS SATELLITE RADIO INC.
Sirius Satellite Radio Inc., a corporation organized and existing under the laws of the State
of Delaware, in accordance with Article IX of its Amended and Restated By-Laws (the
“By-Laws”), hereby inserts Article X of the By-Laws as follows:
ARTICLE X
POST-MERGER ACTIONS
“At any time prior to July 28, 2010 (i) any termination or replacement of
either the Chief Executive Officer or Chairman of the Board of Directors as of July
28, 2008 (or such individual’s successor) and (ii) any sale, transfer or other
disposition of assets, rights or properties which are material, individually or in
the aggregate, to the corporation (or the execution of any agreement to take any
such action), shall require the prior approval of a majority of the Independent
Directors (as defined in the NASDAQ MarketPlace Rules) serving on the Board of
Directors.”
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