1 EXHIBIT 3.2(b) 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 Preferred Shareholders of the Corporation effective June 1, 2001: "AMENDMENT OF BYLAWS. RESOLVED, the first sentence of Article III, Section 1 of the Bylaws is hereby deleted in its entirety and replaced with the following sentence: Section 1. No more than nine (9) directors shall constitute the Board of Directors." IN WITNESS WHEREOF, I have subscribed my name effective June 1, 2001. /s/ George M. Sundheim, III ----------------------------------- George M. Sundheim, III