Ex 3.14(b) NOTICE OF CHANGE OF RESIDENT AGENT OF DEALERS HOLDING, INC. received for record November 6, 1986, at 9:12 A.M. and recorded on Film No. ______ Frame No. _______ one of the charter records of the State Department of Assessments and Taxation of Maryland. To the clerk of the Circuit court of Baltimore County 53 AA No. 25185 Special Fee Paid $5.00 Recording Fee Paid $3.00 ----- Total $8.00 PHH GROUP, INC. ATTENTION: MS. SHARON L. CURLEY 11333 MCCORMICK ROAD HUNT VALLEY, MARYLAND 21031 STATE OF [ILLEGIBLE] I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: June 24, 1999 STATE DEPARTMENT OF ASSESSMENTS AND TAXATION By: /s/ Darla D. Simms, Custodian This stamp replaces our previous certification system. Effective: [ILLEGIBLE] The Board of Directors of Dealers Holding, Inc., a corporation organized in the State of Maryland, on September 19, 1986 duly approved the following resolutions: RESOLVED: That the resident agent of the Corporation in the State of Maryland be and he is hereby changed from WILLIAM B. HENDRICKS, whose post office address is 11333 McCormick Road, Hunt Valley, Maryland 21031, to JOHN T. CONNOR, JR., whose post office address is 11333 McCormick Road, Hunt Valley, Maryland 21031, and who is a resident of the State of Maryland. RESOLVED: That the proper officers of the Corporation be and they are hereby authorized and directed for and on behalf of the Corporation to file an appropriate certified copy of this resolution with the State Department of Assessments and Taxation of Maryland and to do and perform any and all other necessary and proper acts incident thereto. I, Edwin F. Miller, Vice President and Secretary certify under the penalties of perjury that to the best of my knowledge, information, and belief the foregoing resolutions are true in all material respects. /s/ Edwin F. Miller ----------------------------- Edwin F. Miller