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Exhibit 3.2(c)
SECRETARY'S CERTIFICATE
I, Martin D. Krall, Secretary of Applied Graphics Technologies, Inc. (the
"Corporation") do hereby certify that on August 24, 2000, the Board of Directors
of the Corporation unanimously adopted the following resolution to amend the
Amended and Restated Bylaws of the Corporation, as amended (the "Bylaws"), as
follows:
RESOLVED, that Article V, Section 1 of the Bylaws of the Company be, and it
hereby is, amended to read in its entirety as follows:
"Section 1. Required Officers. The officers of the Corporation
shall be chosen by the board of directors and shall consist of
such offices as the board of directors shall, in its discretion,
determine. Any number of offices may be held by the same person
unless the certificate of incorporation or these Bylaws otherwise
provide."
Except as set forth above, the Bylaws shall remain unchanged and in full force
and effect.
October 17, 2000
/s/ Martin D. Krall
Martin D. Krall, Secretary
Applied Graphics Technologies, Inc.
