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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
                                      ----------------------------
                                      George M. Sundheim, III







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