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Exhibit 3.18
AMENDED AND RESTATED BY-LAWS
OF
THE
MELODIE CORPORATION
ARTICLE I
OFFICE
Section 1. The principal office of the corporation in the State of New Mexico shall be
located in Roswell, New Mexico. The corporation may have such other offices, either within or
without the State of New Mexico, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
Section 1. Meetings of shareholders shall be held at the registered office of the
corporation unless another place shall have been determined by the Board of Directors and stated
in the notice of meeting. Annual meetings of the shareholders shall be held at 9:00 a.m. on the
second Tuesday of March in each year.
Section 2. At each election for Directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of shares owned by him or
her for as many persons as there are Directors to be elected for whose election he or she has a
right to vote, or to cumulate his or her votes by giving one candidate as many votes as the number
of such Directors multiplied by the number of his or her shares shall equal, or by distributing
such votes on the same principal among any number of candidates.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The business affairs of the corporation shall be managed by its Board of
Directors.
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Section 2. The number of Directors of the corporation shall be not less than
one nor more than three. Each Director shall hold office until the next annual meeting of
shareholders and until his or her successor shall have been elected and qualified.
Section 3. A regular meeting of the Board of Directors shall be held without notice
immediately following the annual meeting of shareholders and at the same place. The Board of
Directors may provide for the holding of additional regular meetings.
Section 4. Special meetings of the Board of Directors may be called by or at the request of
the President or any two Directors on 24 hours’ notice given personally or by telephone or
telegraph, or 48 hours’ notice given by mail. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without the State of New
Mexico, as the place for holding any special meeting of the Board of Directors called by them. Any
Director may waive notice of any meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 5. Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors though less than a quorum of the Board
of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his
or her predecessor in office. Any directorship to be filled by reason of an increase in the number
of Directors shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.
ARTICLE IV
OFFICERS
Section
1. The officers of the corporation shall be a President, one or more Vice
Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the offices of President
and Secretary.
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Section 2. The officers of the corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at the regular meeting of the Board
of Directors held after the annual meeting of shareholders. Each officer shall hold office for a
term of one year or until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall have been removed in
the manner hereinafter provided. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the best interests of
the corporation would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.
Section 3. The President shall be the principal executive officer of the corporation
and, subject to the control of the Board of Directors, shall in general supervise and control all
of the business and affairs of the corporation. The President shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The President may sign, with the
Secretary or any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or
other instruments which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the Board of Directors or
by these By-Laws to some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4. In the absence of the President or in the event of his or her death,
inability or refusal to act, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to all the restrictions
upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and shall perform such other duties as from time to
time may be assigned to him or her by the President or by the Board of Directors.
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Section 5. The Secretary shall: (a) keep the minutes of the shareholders’ and
the Board of Directors’ meetings in one or more books provided
for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these By-Laws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice President certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have general charge of the
stock transfer books of the corporation; and (g) in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned to him or her by the
President or by the Board of Directors.
Section 6. The Treasurer shall: (a) have charge and custody of and be responsible for
all funds and securities of the corporation; receive and give receipts for moneys due and payable
to the corporation from any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these By-Laws; and (b) in general perform all of
the duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.
Section 7. The Assistant Secretaries, when authorized by the Board of Directors, may
sign with the President or a Vice President certificates for shares of the corporation, the
issuance of which shall have been authorized by a resolution of the
Board of Directors. The
Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for
the faithful discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or the Treasurer, respectively,
or by the President or the Board of Directors.
Section 8. The compensation of the officers and agents of the corporation shall be fixed from
time to time by the Board of Directors.
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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 3. All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
Section 4. All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates representing shares of the corporation shall be in such form
as shall be determined by the Board of Directors. Such certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and address of the person
to whom the shares represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All certificates surrendered to
the corporation for transfer shall be canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
Section 2. The number of shareholders and the issuance and transfer of shares of the
corporation are restricted, and shares of the corporation may be issued or transferred only after
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authorization by Burger King Corporation in accordance with the terms and conditions
outlined in the Franchise Agreement between the corporation and
Burger King Corporation. All
certificates for shares of the corporation which are issued shall bear the following legend:
“The transfer of shares evidenced by this certificate is subject to
the terms and conditions of a Franchise Agreement between the
corporation and Burger King Corporation; and reference is hereby
made to such Franchise Agreement and the restrictive provisions of
the Articles of Incorporation and By-Laws of this corporation.”
Section 3. Subject to the provisions of Section 2 of this Article VI, transfer of
shares of the corporation shall be made only on the stock transfer books of the corporation by the
holder of record or by his or her legal representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all
purposes.
ARTICLE VII
SEAL
Section l. The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation and the state of
incorporation and the words, “Corporate Seal”.
ARTICLE VIII
FISCAL YEAR
Section 1. The corporation shall have a fiscal year
as determined by the Board of Directors. Such fiscal year shall end on the last day of any one
calendar month, and shall begin the first day of the next succeeding calendar month.
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ARTICLE IX
WAIVER OF NOTICE
Section l. Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of these By-Laws or under the provisions of Articles of
Incorporation or under the provisions of the New Mexico Professional Corporation Act or the New
Mexico Business Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE X
ACTION WITHOUT MEETING
Section 1. Any action required or permitted to be taken by the Board of Directors or
the shareholders at a meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors or shareholders, as the case may be,
entitled to vote with respect to the subject matter thereof.
ARTICLE XI
AMENDMENTS
Section 1. These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors, with the approval of the holders of a majority of the shares
then outstanding.
ARTICLE XII
CONSTRUCTION
Section 1. In the construction of these By-Laws, where required by the context
thereof, singular nouns and pronouns shall be construed as plural, plural nouns and pronouns shall
be construed as singular, and the gender of personal pronouns shall be construed as masculine,
feminine or neuter.
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