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                                                                  EXHIBIT 3.2(a)

                          CERTIFICATE OF THE SECRETARY
                                       OF
                            BAM! ENTERTAINMENT, INC.

        I, the undersigned, certify that:

        1. I am the duly elected and acting secretary of BAM! Entertainment,
Inc., a Delaware corporation (the "Corporation").

        2. The following resolution was adopted by the Written Consent of the
Shareholders of the Corporation effective December 28, 2000:

        "AMENDMENT OF BYLAWS.

        RESOLVED, Article III, Section 1 of the Bylaws is hereby deleted in its
        entirety and replaced with the following paragraph:

               Section 1.

                      No more than eight (8) directors shall constitute the
               Board of Directors. The number may be changed by resolution of
               the Board of Directors or by the stockholders at the annual
               meeting of the stockholders, except as provided in Section 2 of
               this Article, and each Director elected shall hold office until
               his successor is elected and qualified. Directors need not be
               stockholders."

        IN WITNESS WHEREOF, I have subscribed my name effective December 28,
2000.


                                              /s/ George M. Sundheim, III
                                              ----------------------------------
                                              George M. Sundheim, III