This excerpt taken from the SWY 8-K filed Mar 15, 2005.
Decrease in Authorized Number of Directors
WHEREAS, Article V of the Companys Restated Certificate of Incorporation, as amended (Certificate of Incorporation), provides that the Board of Directors shall consist of not less than 6 nor more than 12 directors, with the exact number to be determined by resolution adopted by the Board of Directors;
WHEREAS, Article III of the Companys By-Laws, amended and restated as of 02/18/05 (By-Laws), provides that the number of directors which shall constitute the whole Board shall be ten;
WHEREAS, the Board has the authority to adopt, repeal, alter, amend or rescind the By-Laws of the Company pursuant to Article XI of the Companys Certificate of Incorporation and Section 109 of the General Corporation Law of Delaware;
NOW, THEREFORE, BE IT RESOLVED, that, effective March 31, 2005, the first sentence of Section 1 of Article III of the Companys By-Laws be, and it hereby is, amended to read as follows:
The number of directors which shall constitute the whole Board shall be nine.
RESOLVED FURTHER, that all other terms of the By-Laws remain unchanged and in full force and effect.