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EXHIBIT 3.2 (c)
CERTIFICATION OF RESOLUTION
OF THE BOARD OF DIRECTORS OF
LITTON INDUSTRIES, INC.
I, the undersigned, Lynne M. O. Brickner, Vice President and Secretary of LITTON
INDUSTRIES, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), DO HEREBY CERTIFY that the following is a
true and correct extract of a resolution duly adopted by the Board of Directors
of the Corporation on September 21, 2000, in accordance with the laws of
Delaware and the By-Laws of the Corporation, and that the resolution is in full
force and effect as of the date hereof:
RESOLVED, that the first sentence of Section 2, Article III of the
By-Laws of this corporation be, and hereby is, amended in its entirety
to read as follows:
"The number of directors shall be fixed from time to time by
resolution of the Board of Directors but shall be not less
than eight nor more than fourteen."
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the Corporation at Woodland Hills, California, this 28th day of September 2000.
[SEAL] /s/ Lynne M. O. Brickner
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Lynne M. O. Brickner
Vice President & Secretary
