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§14.911 PROXY STATEMENTS : STRATEGY & FORMS © 1995 Jefren Publishing Company, Inc. 14-200 §14.911 To amend the By-laws to permit the Board of Directors to remove an employee/director from the Board prior to the expiration of his term as director upon the termination of his employment with the corporation (with a copy of the Amendment) AMENDMENT TO TOWLE BY-LAWS On March 8, 1984, subject to approval by a majority of the Company's shareholders, the Board of Directors voted to amend the Company's By-Laws to add the following sentence to the end of Article II, Section 4: So far as permitted by law, the Board of Directors may, at its option, remove from the Board any Director, who is also an employee of the Company and who, for any reason, ceases to be an employee during his term of office. Article II, Section 4 of the Company's By-Laws presently reads as follows: Section 4. Resignations and Removals. Any officer of the corporation may resign by filing with the President or with the Board of Directors or with the Clerk a written resignation which shall take effect on being so filed or at such other time as may be therein specified. So far as permitted by law the stockholders having the right to vote may at any special meeting of stockholders called for the purpose remove from office any officer elected by stockholders. So far as permitted by law the Board of Directors may at any meeting of the Board remove from office any officer elected or appointed by the Board. Under the present By-Laws, only the shareholders may remove a Director from the Board prior to the expiration of his term. The proposed amendment would give the Board of Directors the power to remove employee/Directors from the Board upon the termination of their employment with the Company. The Board of Directors believes that, in general, the Company's interests are best served if employees do not remain on the Board after their employment terminates. Although there may be instances in which the Board of Directors does not deem it advisable to remove an employee/Director from the Board upon the termination of his employment, it is anticipated that in most cases the Board will elect to do so. Messrs. Florence, Duncan and Mulligan are presently Directors and full-time employees of the Company. The Board of Directors urges the approval of the proposed amendment to the Company's By- Laws. Proxies solicited by the Company will be voted "FOR" the proposed amendment unless shareholders specify a contrary choice in their proxies.