RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
COUNTRYWIDE CREDIT INDUSTRIES, INC.
SEPTEMBER 28, 2000
AMENDMENT TO BYLAWS
WHEREAS, the Board deems it to be in the best interests of the
Corporation and its shareholders to allow shareholder actions to be
voted electronically and telephonically.
NOW, THEREFORE, BE IT RESOLVED, That Section 7 of the Bylaws of the
Corporation be, and hereby is, amended in its entirety to read as
follows:
Section 7: Proxies
At all meetings of shareholders, a shareholder may vote in person or by proxy. A
shareholder may authorize another person or persons to act for him as proxy by
the following means:
(a) executing a written authorization signed by the shareholder or his
attorney-in-fact; or
(b) transmitting or authorizing the transmission of a telegram, facsimile,
telephone call or other means of electronic transmission permitted by
Delaware law.
Such proxy shall be filed with the Secretary of the Corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period. Every proxy shall be revocable at the
pleasure of the shareholder executing it, unless it otherwise states that it is
irrevocable and is coupled with an interest, or except as otherwise provided by
law. Any copy of the writing or transmission created may be substituted or used
in lieu of the original.
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