EXHIBIT 3(b)
                            SECRETARIAL CERTIFICATION
                           BOARD OF DIRECTORS MEETING
                            TCF FINANCIAL CORPORATION
                                 APRIL 28, 2000
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         Following discussion, and upon motion duly made, seconded and carried,
the following resolutions were adopted:

WHEREAS, this Board has authority under Article 11 of the Restated Certificate
of Incorporation to amend the Bylaws; and

         WHEREAS, legal counsel recommends amending the Bylaws to clarify and
confirm the vote required for election of directors, which under the Delaware
General Corporation Law is a plurality vote;

         NOW, THEREFORE, BE IT HEREBY

         RESOLVED, that the third sentence of the second paragraph of Article
II, Section 9 is amended to read as follows in full (new language underlined to
show the change):

         EXCEPT IN THE ELECTION OF DIRECTORS, when a quorum is present at any
         meeting, the affirmative vote of a majority of shares present in person
         or represented by proxy at the meeting and entitled to vote on the
         subject shall decide any question brought before such meeting, unless
         the question is one upon which by express provision of statute or of
         the Certificate of Incorporation or of these Bylaws, a different vote
         is required, in which case such express provision shall govern and
         control the decision of such question.

         FURTHER RESOLVED, that this amendment is intended only as a
clarification and confirmation of the vote requirement for election of
directors, which is (and has been) a plurality of votes pursuant to the Delaware
General Corporate Law.


I, Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify
that the foregoing is a true and correct copy of excerpt of minutes of the Board
of Directors of the TCF Financial Corporation meeting held on April 28, 2000 and
that the minutes have not been modified or rescinded as of the date hereof.

(Corporate Seal)

Dated:  July 7, 2000
                                                     /s/ Gregory J. Pulles
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                                                     Gregory J. Pulles