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                                                                     EXHIBIT 3.2



                                     BY-LAWS

                                       OF

                             MASTERCARD INCORPORATED

                             A DELAWARE CORPORATION

                               Adopted May 9, 2001

                                    ARTICLE I

                                     OFFICES

                  Section 1. The registered office of the Corporation shall be
in the City of Wilmington, County of New Castle, State of Delaware.

                  Section 2. The Corporation may also have offices at such other
places, within or outside the State of Delaware, as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. All meetings of stockholders shall be held at the
registered office of the Corporation, or at such other place within or outside
of the State of Delaware as may be fixed from time to time by the Board of
Directors.

                  Section 2. Annual meetings of stockholders shall be held on
such date and time as may be fixed by the Board of Directors. At each annual
meeting of stockholders the stockholders shall elect directors and transact such
other business as may properly be brought before the meeting.


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                  Section 3. Written notice of each annual meeting of
stockholders, stating the place, date and hour of the meeting, shall be given in
the manner set forth in Article VI of these By-Laws. Such notice shall be given
not less than ten nor more than sixty days before the date of the meeting to
each stockholder entitled to vote at the meeting.

                  Section 4. Special meetings of stockholders may be called at
any time for any purpose or purposes by the Board of Directors or by the
President, and shall be called by the President or the Secretary upon the
written request of the majority of the directors or upon the written request of
the holders of all outstanding shares entitled to vote on the action proposed to
be taken. Such written requests shall state the time, place and purpose or
purposes of the proposed meeting. A special meeting of stockholders called by
the Board of Directors or the President, other than one required to be called by
reason of a written request of stockholders, may be canceled by the Board of
Directors at any time not less than 24 hours before the scheduled commencement
of the meeting.

                  Section 5. Written notice of each special meeting of
stockholders shall be given in the manner set forth in Article VI of these
By-Laws. Such notice shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at the
meeting. Each such notice of a special meeting of stockholders shall state the
place, date and hour of a meeting and the purpose or purposes for which the
meeting is called.

                  Section 6. Except as otherwise required by law or the
Certificate of Incorporation, the presence in person or by proxy of holders of a
majority of the shares entitled to vote at a meeting of stockholders shall be
necessary, and shall constitute a quorum, for the transaction of business at
such meeting. If a quorum is not present or represented by proxy at

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any meeting of stockholders, the holders of a majority of the shares entitled to
vote at the meeting who are present in person or represented by proxy may
adjourn the meeting from time to time until a quorum is present. An adjourned
meeting may be held later without notice other than announcement at the meeting,
except that if the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given in the manner set forth in Article VI to each
stockholder of record entitled to vote at the adjourned meeting.

                  Section 7. At any meeting of stockholders each stockholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise provided by law or in the Certificate of Incorporation, each
stockholder shall be entitled to one vote for each share of stock entitled to
vote standing in his name on the books of the Corporation. All elections of
Directors shall be determined by plurality votes. Except as otherwise provided
by law or in the Certificate of Incorporation or By-Laws, any other matter shall
be determined by the vote of a majority of the shares which are voted with
regard to it at a meeting where a valid quorum is present.

                  Section 8. Whenever the vote of stockholders at a meeting is
required or permitted in connection with any corporate action, the meeting and
vote may be dispensed with if the action taken has the written consent of the
holders of shares having at least the minimum number of votes required to
authorize the action at a meeting at which all shares entitled to vote were
present and voted.


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                                   ARTICLE III

                                    DIRECTORS

                  Section 1. The Board of Directors shall manage the business of
the Corporation, except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws.

                  Section 2. The number of directors which shall constitute the
entire Board of Directors shall be sixteen, or such other number as may be
determined by the Board of Directors from time to time. Until further action by
the Board of Directors, the number of directors which shall constitute the
entire Board of Directors shall be sixteen. As used in these By-Laws, the term
"entire Board of Directors" means the total number of directors which the
Corporation would have if there were no vacancies.

                  Section 3. Except as provided in Section 5 of this Article,
the directors shall be elected at the annual meeting of stockholders. Except as
otherwise provided by law, the Certificate of Incorporation, or these By-Laws,
each director elected shall serve until the next succeeding annual meeting of
stockholders and until his successor is elected and qualified.

                  Section 4. Any or all of the directors may be removed for
cause or without cause by vote of the holders of a majority of the outstanding
shares of each class of voting stock of the Corporation voting as a class.

                  Section 5. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board may be
filled by vote of a majority of the directors then in office, even if less than
a quorum exists or by a sole remaining director. A director elected to fill a
vacancy, including a vacancy created by a newly created directorship,


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shall serve until the next succeeding annual meeting of stockholders and until
his successor is elected and qualified.

                  Section 6. The books of the Corporation, except such as are
required by law to be kept within the State of Delaware, may be kept at such
place or places within or outside of the State of Delaware as the Board of
Directors may from time to time determine.

                  Section 7. The Board of Directors, by the affirmative vote of
a majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of any or
all directors for services to the Corporation as directors or officers or
otherwise.

                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 1. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of
stockholders. If the meeting is held at the place of the meeting of
stockholders, no notice of the meeting need be given to the newly elected
directors. If the first meeting is not held at that time and place, it shall be
held at a time and place specified in a notice given in the manner provided for
notice of special meetings of the Board of Directors.

                  Section 2. Regular meetings of the Board of Directors may be
held upon such notice, or without notice, at such times and at such places
within or outside of the State of Delaware as shall from time to time be
determined by the Board of Directors.

                  Section 3. Special meetings of the Board of Directors may be
called by the Chairman of the Board, if there is one, or by the President, on at
least forty-eight hours' notice

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to each director and shall be called by the President or the Secretary on like
notice at the written request of any two directors.

                  Section 4. Whenever notice of a meeting of the Board of
Directors is required, the notice shall be given in the manner set forth in
Article VI of these By-Laws and shall state the place, date and hour of the
meeting. Except as provided by law, the Certificate of Incorporation, or other
provisions of these By-Laws, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of the meeting.

                  Section 5. Except as otherwise required by law or the
Certificate of Incorporation or other provisions of these By-Laws, a majority of
the directors in office, but in no event less than one-third of the entire Board
of Directors, shall constitute a quorum for the transaction of business, and the
vote of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum is not present
at any meeting of directors, a majority of the directors present at the meeting
may adjourn the meeting from time to time, without notice of the adjourned
meeting other than announcement at the meeting. To the extent permitted by law,
a director participating in a meeting by conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other will be deemed present in person at the meeting and all acts
taken by him during his participation shall be deemed taken at the meeting.

                  Section 6. Any action of the Board of Directors may be taken
without a meeting if written consent to the action signed by all members of the
Board of Directors is filed with the minutes of the Board of Directors.


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                                    ARTICLE V

                                   COMMITTEES

                  Section 1. The Board of Directors may designate from among its
members an Executive Committee and other committees, each consisting of two or
more directors, and may also designate one or more of its members to serve as
alternates on these committees. To the extent permitted by law, the Executive
Committee shall have all the authority of the Board of Directors, except as the
Board of Directors otherwise provides, and the other committees shall have such
authority as the Board of Directors grants them. The Board of Directors shall
have power at any time to change the membership of any committees, to fill
vacancies in their membership and to discharge any committees. All resolutions
establishing or discharging committees, designating or changing members of
committees, or granting or limiting authority of committees, may be adopted only
by the affirmative vote of a majority of the entire Board of Directors.

                  Section 2. Each committee shall keep regular minutes of its
proceedings and report to the Board of Directors as and when the Board of
Directors shall require. Unless the Board of Directors otherwise provides, a
majority of the members of any committee may determine its actions and the
procedures to be followed at its meetings (which may include a procedure for
participating in meetings by conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other), and may fix the time and place of its meetings.

                  Section 3. Any action of a committee may be taken without a
meeting if written consent to the action signed by all the members of the
committee is filed with the minutes of the committee.


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                                   ARTICLE VI

                                     NOTICES

                  Section 1. Any notice to a stockholder shall be given
personally or by mail. If mailed, a notice will be deemed given when deposited
in the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of stockholders.

                  Section 2. Any notice to a director may be given personally,
by telephone or by mail, facsimile transmission, telex, telegraph, cable or
similar instrumentality. A notice will be deemed given when actually given in
person or by telephone; when transmitted by a legible transmission, if given by
facsimile transmission; when transmitted, answerback received, if given by
telex; on the day when delivered to a cable or similar communications company;
one business day after delivery to an overnight courier service; or on the third
business day after the day when deposited with the United States mail, postage
prepaid, directed to the director at his business address, facsimile number or
telex number or at such other address, facsimile number or telex number as the
director may have designated to the Secretary in writing as the address or
number to which notices should be sent.

                  Section 3. Any person may waive notice of any meeting by
signing a written waiver, whether before or after the meeting. In addition,
attendance at a meeting will be deemed a waiver of notice unless the person
attends for the purpose, expressed to the meeting at its commencement, of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.


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                                   ARTICLE VII

                                    OFFICERS

                  Section 1. The officers of the Corporation shall be a
President, a Secretary and a Treasurer. In addition, the Board of Directors may
also elect a Chairman of the Board, one or more Vice Chairmen of the Board, and
one or more Vice Presidents (one or more of whom may be designated an Executive
Vice President or a Senior Vice President), one or more Assistant Secretaries or
Assistant Treasurers, and such other officers as it may from time to time deem
advisable. Any number of offices may be held by the same person. No officer
except the Chairman of the Board need be a director of the Corporation.

                  Section 2. Each officer shall be elected by the Board of
Directors and shall hold office for such term, if any, as the Board of Directors
shall determine. Any officer may be removed at any time, either with or without
cause, by the vote of a majority of the entire Board of Directors.

                  Section 3. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President. Such resignation
shall take effect at the time specified in the notice or, if no time is
specified, at the time of receipt of the notice, and the acceptance of such
resignation shall not be necessary to make it effective.

                  Section 4. The compensation of officers shall be fixed by the
Board of Directors or in such manner as it may provide.

                  Section 5. The Chairman of the Board, if any, shall preside at
all meetings of the stockholders and of the Board of Directors and shall have
such other duties as from time to time may be assigned to him by the Board of
Directors.


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                  Section 6. The President shall be the Chief Executive Officer
of the Corporation, shall have general charge of the management of the business
and affairs of the Corporation, subject to the control of Board of Directors,
and will ensure that all orders and resolutions of the Board of Directors are
carried into effect. The President shall preside over any meetings of the
stockholders of the Board of Directors at which neither the Chairman nor a Vice
Chairman is present.

                  Section 7. The officers of the Corporation, other than the
Chairman of the Board and the President, shall have such powers and perform such
duties in the management of the property and affairs of the Corporation, subject
to the control of the Board of Directors and the President, as customarily
pertain to their respective offices, as well as such powers and duties as from
time to time may be prescribed by the Board of Directors.

                  Section 8. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise. In addition, the Board of
Directors may require any officer, agent or employee to give security for the
faithful performance of his duties.

                                  ARTICLE VIII

                             CERTIFICATES FOR SHARES

                  Section 1. The shares of stock of the Corporation shall be
uncertificated. Notwithstanding the preceding sentence, in the discretion of the
Board of Directors, the shares of stock of the Corporation may be represented by
certificates, in such form as the Board of Directors may from time to time
prescribe, signed by the President or a Vice President and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary.

                  Section 2. Any or all signatures upon a certificate may be a
facsimile. Even if an officer, transfer agent or registrar who has signed or
whose facsimile signature has been

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placed upon a certificate shall cease to be that officer, transfer agent or
registrar before the certificate is issued, that certificate may be issued by
the Corporation with the same effect as if he or it were that officer, transfer
agent or registrar at the date of issue.

                  Section 3. The Board of Directors may direct that a new
certificate be issued in place of any certificate issued by the Corporation
which is alleged to have been lost, stolen or destroyed. When doing so, the
Board of Directors may prescribe such terms and conditions precedent to the
issuance of the new certificate as it deems expedient, and may require a bond
sufficient to indemnify the Corporation against any claim that may be made
against it with regard to the allegedly lost, stolen or destroyed certificate or
the issuance of the new certificate.

                  Section 4. The Corporation or a transfer agent of the
Corporation, upon surrender to it of a certificate representing shares, duly
endorsed and accompanied by proper evidence of lawful succession, assignment or
authority of transfer, shall issue a new certificate to the person entitled
thereto, and shall cancel the old certificate and record the transaction upon
the books of the Corporation.

                  Section 5. The Board of Directors may fix a date as the record
date for determination of the stockholders entitled (i) to notice of or to vote
at any meeting of stockholders, (ii) to express consent to, or dissent from,
corporate action in writing without a meeting, or (iii) to receive payment of
any dividend or other distribution or allotment of any rights or to take or be
the subject of any other action. The record date must be on or after the date on
which the Board of Directors adopts the resolution fixing the record date and in
the case of (i) must be not less than ten nor more than sixty days before the
date of the meeting, in the case of (ii) must be not more than ten days after
the date on which the Board of Directors fixes the record date, and in the case
of (iii) must be not more than sixty days prior to the

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proposed action. If no record date is fixed, the record date will be as provided
by law. A determination of stockholders entitled to notice of or to vote at any
meeting of stockholders which has been made as provided in this Section will
apply to any adjournment of the meeting, unless the Board of Directors fixes a
new record date for the adjourned meeting.

                  Section 6. The Corporation shall for all purposes be entitled
to treat a person registered on its books, as the owner of shares, as the owner
of those shares, with the exclusive right, among other things, to receive
dividends and to vote with regard to those shares, and the Corporation shall be
entitled to hold a person registered on its books as the owner of shares liable
for calls and assessments, if any may legally be made, and shall not be bound to
recognize any equitable or other claim to or interest in shares of its stock on
the part of any other person, whether or not the Corporation shall have express
or other notice of the claim or interest of the other person, except as
otherwise provided by the laws of Delaware.

                                   ARTICLE IX

                                 INDEMNIFICATION

                  Section 1. Suits by Third Parties. The Corporation shall
indemnify any person who was or is made a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if the person acted in good

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faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the conduct was unlawful.

                  Section 2. Derivative Suits. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to

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indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

                  Section 3. Indemnification as of Right. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter
therein, the person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection therewith.

                  Section 4. Determination that Indemnification is Proper. Any
indemnification under Sections 1 and 2 of this Article (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 1 and 2. Such determination will be made (1) by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable and a quorum of disinterested
directors so directs, by independent legal counsel (compensated by the
Corporation) in a written opinion, or (3) by the stockholders.

                  Section 5. Advance of Funds. Expenses incurred by an officer,
director, employee or agent in defending a civil, criminal, administrative or
investigative action, suit or proceeding, or threat thereof, may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee

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or agent to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation as authorized in
this Article.

                  Section 6. Non-Exclusivity. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other Sections
of this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

                  Section 7. Insurance Premiums. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against the person and incurred by him in any such capacity,
or arising out of the person's status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article.

                  Section 8. References to "Corporation". References in this
Article to "the Corporation" will include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, will stand in the same position under the

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provisions of this Article with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

                  Section 9. References to Certain Terms. For purposes of this
Article, references to "other enterprises" will include employee benefit plans;
references to "fines" will include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of a subsidiary of the Corporation and any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan will be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article.

                  Section 10. Successors and Assigns. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided, when authorized or ratified continue as to a person
who has ceased to be a director, officer or agent and shall inure to the benefit
of the heirs, executors and administrators of such person.

                                    ARTICLE X

                               GENERAL PROVISIONS

                  Section 1. The corporate seal shall have inscribed on it the
name of the Corporation, the year of its creation, the words "CORPORATE SEAL
DELAWARE," and such other appropriate legend as the Board of Directors may from
time to time determine.

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Unless prohibited by the Board of Directors, a facsimile of the corporate seal
may be affixed or reproduced in lieu of the corporate seal itself.

                  Section 2. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

                                   ARTICLE XI

                                   AMENDMENTS

                  Section 1. These By-Laws may be amended or repealed, and new
By-Laws may be adopted, amended or repealed (a) at any regular or special
meeting of stockholders, or (b) by the affirmative vote of a majority of the
entire Board of Directors at any regular or special meeting of the Board of
Directors, except that no By-Law may be adopted or amended by the Board of
Directors if the By-Law or amendment is inconsistent with a By-Law, or an
amendment to a By-Law, adopted by the stockholders.


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