This excerpt taken from the SURW 8-K filed Oct 6, 2009.
8.01 Power of Shareholders. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.
8.02 Power of Directors. Subject to the right of shareholders as provided in Section 8.01 to adopt, amend, or repeal bylaws, bylaws other than a bylaw or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors.