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EXHIBIT 3(b)
SECRETARIAL CERTIFICATION
BOARD OF DIRECTORS MEETING
TCF FINANCIAL CORPORATION
APRIL 28, 2000
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Following discussion, and upon motion duly made, seconded and carried,
the following resolutions were adopted:
WHEREAS, this Board has authority under Article 11 of the Restated Certificate
of Incorporation to amend the Bylaws; and
WHEREAS, legal counsel recommends amending the Bylaws to clarify and
confirm the vote required for election of directors, which under the Delaware
General Corporation Law is a plurality vote;
NOW, THEREFORE, BE IT HEREBY
RESOLVED, that the third sentence of the second paragraph of Article
II, Section 9 is amended to read as follows in full (new language underlined to
show the change):
EXCEPT IN THE ELECTION OF DIRECTORS, when a quorum is present at any
meeting, the affirmative vote of a majority of shares present in person
or represented by proxy at the meeting and entitled to vote on the
subject shall decide any question brought before such meeting, unless
the question is one upon which by express provision of statute or of
the Certificate of Incorporation or of these Bylaws, a different vote
is required, in which case such express provision shall govern and
control the decision of such question.
FURTHER RESOLVED, that this amendment is intended only as a
clarification and confirmation of the vote requirement for election of
directors, which is (and has been) a plurality of votes pursuant to the Delaware
General Corporate Law.
I, Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify
that the foregoing is a true and correct copy of excerpt of minutes of the Board
of Directors of the TCF Financial Corporation meeting held on April 28, 2000 and
that the minutes have not been modified or rescinded as of the date hereof.
(Corporate Seal)
Dated: July 7, 2000
/s/ Gregory J. Pulles
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Gregory J. Pulles
