FIRST AMENDMENT TO THE AMENDED AND RESTATED
BYLAWS OF ASTEC INDUSTRIES, INC.
ADOPTED JULY 29, 1993
Pursuant to a resolution of the board of directors of Astec Industries, Inc. adopted at a meeting of the board of directors held on July 29, 1993,
Section 4.1 of the bylaws of the corporation is deleted and the following is substituted in lieu thereof:
4.1 Qualifications and General Powers. Members of the board of directors need not be shareholders of the corporation and need not be residents of the State of Tennessee. No person may be elected or reelected as a member
of the board of directors who is 70 years of age or older. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the board of directors.
In addition to the powers and authority expressly conferred upon it by these bylaws, the board of directors may exercise all powers of the corporation and do all lawful acts and things that are not by law, by the charter or by these bylaws
directed or required to be exercised or done by the shareholders.