§

Section 1 of Article II of the New Bylaws provides that the annual meeting of shareholders will be held on such date and time as the Board may deem as appropriate. 

§

Section 3 of Article II was amended to specify that the place of any annual meeting of shareholders or any special meeting of shareholders will be designated by the Board. 

§

Section 4 of Article II was amended to provide that the attendance by a person, in person or by proxy, at a meeting of the shareholders will constitute a waiver of notice of that meeting, except when that person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting was not lawfully called or convened.  

§

Section 8 of Article II was amended to designate manners by which a shareholder may submit a substitute proxy, or a proxy to be used in lieu of a previously submitted proxy, before or at a meeting of the shareholders.  Additionally, Section 8 of Article II was amended to provide that the circumstances under which a shareholder’s proxy is revocable and the requirements for a shareholder proxy to be deemed irrevocable. 

§

Section 9 of Article II was amended to specify that if a quorum is present at a meeting of shareholders, the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote at the meeting will be the act of the shareholders unless the vote of a greater number of shares is required by Torotel’s Articles of Incorporation.

§

In Section 2 of Article III, the New Bylaws provide that the number of directors serving on the Board will be fixed from time to time exclusively by the Board, provided that the number of directors will never be less than the minimum number required by The General and Business Corporation Law of Missouri.  The New Bylaws provide that the Board will be divided into three classes designed as Class I, Class II, and Class III, respectively, with each class being nearly equal in number as possible.  One class of directors will be elected for a three-year term at each annual meeting of shareholders, and the New Bylaws designate the initial term of each class will expire at staggered annual intervals which will ultimately result in the staggered election of directors over a three year period. 

§

The New Bylaws added a new Section 6 of Article III to provide that members of the Board, or any committee thereof, may participate in meetings telephonically or through similar communications equipment provided that all persons participating in the meeting can hear each other. 

§

In Section 9 of Article III, the New Bylaws provide that a director appointed by the Board to fill a vacancy will serve until the next annual meeting of shareholders at which the entire class of directors (being either Class I, Class II or Class III)in which that director serves standing for (re)election. 

§

In Section 11 of Article III, the New Bylaws provide that the Board, by a majority vote, may from time to time designate committee of the Board to have such powers and duties as the Board confers, and provides the manner in which directors may be appointed to such committees. 

§

In Section 12 of Article III the New Bylaws provide that with respect to any action of the Board approved by written consent, a director may express and convey his or her consent by electronic transmission as defined The General and Business Corporation Law of Missouri.