RESTATED ARTICLES OF INCORPORATION

                                       OF

                            BUFFALO WILD WINGS, INC.

 

 

      The undersigned hereby certifies that Restated Articles of Incorporation

of Buffalo Wild Wings, Inc., in the form attached hereto as Exhibit A, were duly

authorized by the Board of Directors pursuant to Minnesota Statutes Chapter

302A.

 

      I swear that the foregoing is true and accurate and that I have the

authority to sign this document on behalf of the corporation.

 

 

Dated:  October 3, 2007             /s/ James M. Schmidt

                                    ------------------------------------------

                                    James M. Schmidt

                                    Executive Vice President and General Counsel

 

 

 

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                            BUFFALO WILD WINGS, INC.

 

                                ARTICLE 1 - NAME

                                ----------------

 

      1.1) The name of the corporation shall be Buffalo Wild Wings, Inc.

 

                          ARTICLE 2 - REGISTERED OFFICE

                          -----------------------------

 

      2.1) The registered office of the corporation is located at 5500 Wayzata

Boulevard, Suite 1600, Minneapolis, Minnesota 55416.

 

                            ARTICLE 3 - CAPITAL STOCK

                            -------------------------

 

      3.1) Authorized Shares. The aggregate number of shares the corporation has

authority to issue shall be 21,200,000 shares, which shall have a par value of

$.01 per share solely for the purpose of a statute or regulation imposing a tax

or fee based upon the capitalization of the corporation, and which shall consist

of 20,200,000 shares of Common Stock and 1,000,000 shares of Undesignated Stock.

The Board of Directors of the corporation is authorized to establish from the

Undesignated Stock, by resolution adopted and filed in the manner provided by

law, one or more classes or series of shares, to designate each such class or

series (which may include but is not limited to designation as additional Common

Stock), and to fix the relative rights and preferences of each such class or

series.

 

      3.2) Issuance of Shares. The Board of Directors of the corporation is

authorized from time to time to accept subscriptions for, issue, sell and

deliver shares of any class or series of the corporation to such persons, at

such times and upon such terms and conditions as the Board shall determine,

establishing a price in money or other consideration, or a minimum price, or a

general formula or method by which the price will be determined.

 

      3.3) Issuance of Rights to Purchase Shares. The Board of Directors is

further authorized from time to time to grant and issue rights to subscribe for,

purchase, exchange securities for, or convert securities into, shares of the

corporation of any class or series, and to fix the terms, provisions and

conditions of such rights, including the exchange or conversion basis or the

price at which such shares may be purchased or subscribed for.

 

                                      

                       ARTICLE 4 - RIGHTS OF SHAREHOLDERS

                       ----------------------------------

 

      4.1) No Preemptive Rights. No shares of any class or series of the

corporation shall entitle the holders to any preemptive rights to subscribe for

or purchase additional shares of that class or series or any other class or

series of the corporation now or hereafter authorized or issued.

 

      4.2) No Cumulative Voting Rights. There shall be no cumulative voting by

the shareholders of the corporation.

 

                              ARTICLE 5 - DIRECTORS

                              ---------------------

 

      5.1) Written Action by Directors. Any action required or permitted to be

taken at a Board meeting may be taken by written action signed by all of the

directors.

 

         ARTICLE 6 - MERGER, EXCHANGE, SALE OF ASSETS, AND DISSOLUTION

         -------------------------------------------------------------

 

      6.1) Where approval of shareholders is required by law, the affirmative

vote of the holders of at least a majority of the voting power of all shares

entitled to vote shall be required to authorize the corporation (i) to merge

into or with one or more other corporations, (ii) to exchange its shares for

shares of one or more other corporations, (iii) to sell, lease, transfer or

otherwise dispose of all or substantially all of its property and assets,

including its good will, or (iv) to commence voluntary dissolution.

 

              ARTICLE 7 - AMENDMENT OF ARTICLES OF INCORPORATION

              --------------------------------------------------

 

      7.1) After the issuance of shares by the corporation, any provision

contained in these Articles of Incorporation may be amended, altered, changed or

repealed by the affirmative vote of the holders of at least a majority of the

voting power of all shares entitled to vote or such greater percentage as may be

otherwise prescribed by the laws of the State of Minnesota.

 

                 ARTICLE 8 - LIMITATION OF DIRECTOR LIABILITY

                 --------------------------------------------

 

      8.1) To the fullest extent permitted by Chapter 302A, Minnesota Statutes,

as the same exists or may hereafter be amended, a director of this corporation

shall not be personally liable to the corporation or its shareholders for

monetary damages for breach of fiduciary duty as a director.

 

[End]