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EXHIBIT 3.2(c)
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 July 31, 2001:
"AMENDMENT OF BYLAWS.
RESOLVED, Article V, Sections 6, 7, 8, 13, 15 and 16 of the Bylaws are
hereby deleted in their entirety and replaced with the following
paragraphs:
Section 6.
The Chairman of the Board, if any, shall have and may exercise
such powers as are, from time to time, assigned to him by the Board
and as may be provided by law.
Section 7.
The Vice Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and of the stockholders at which he
shall be present. He also shall serve as a spokesperson of the
Corporation, have and may exercise such powers as are, from time to
time, assigned to him by the Board and as may be provided by law. The
Vice Chairman shall report to the Chairman and shall not have the
unilateral authority to obligate the Corporation beyond the financial
limits established by the Board of Directors.
Section 8.
The Chief Executive Officer shall be responsible for management
of the global operations of the Corporation. The CEO shall report
directly to the Board of Directors and accepts the responsibility to
carry out the stated intent of a majority thereof; and in the absence
of the Chairman and Vice Chairman of the Board he shall preside at all
meetings of the stockholders and the Board of Directors; he shall have
general and active management of the business of the corporation and
shall see that all orders and resolutions of the Board of Directors
are carried into effect.
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Section 13.
The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors.
Section 15.
The Chief Financial Officer is responsible for all accounting and
financial reporting matters for the Corporation's worldwide
operations. The Chief Financial Officer shall report to the
Corporation's Chief Executive Officer on a day-to-day basis, and
report to the Corporation's Board and Audit Committee, if any, as
events dictate, but no less than quarterly. In the event of a
discrepancy between the instructions of the Chief Executive Officer
and those of the Audit Committee, the determination of the Audit
Committee shall prevail.
Section 16.
The Chief Financial Officer shall be responsible for providing
preliminary consolidated financials to the Board for review prior to
the completion of the Auditors' report for each financial quarter. At
that time, the Chief Financial Officer will advise the Board of any
accounting decisions made by the Chief Financial Officer, or by any
senior financial manager reporting to the Chief Financial Officer,
which had a material impact on the financials reported.
IN WITNESS WHEREOF, I have subscribed my name effective July 31, 2001.
/s/ George M. Sundheim, III
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George M. Sundheim, III
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