American Woodmark (AMWD) 10-K2004 FY Annual report

Filed: 14 Jul 04, 12:00am

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New words: charge, Contract, Controller, dollar, electronically, exercised, expert, expiration, Firm, found, free, Governance, governing, heading, impact, Letter, million, outlined, permitted, practicable, previously, purpose, reflected, remained, repurchase, repurchased, result, site, surrendered, tax, transaction, Treasurer, Valuation, Web

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Exhibit 3.2(f)

American Woodmark Corporation

Resolution of the Board of Directors

On August 28, 2003, the Board of Directors of American Woodmark Corporation approved the following resolution.

RESOLVED, that Article III, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of ten persons.

/s/ Kent Guichard

Kent Guichard

Corporate Secretary

Corporate Seal

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