Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 4, 2009, the Board of Directors of Alamo Group Inc. (the "Company") approved amendments to Article II, Section 9 of the Company's By-Laws that implement a majority vote standard for uncontested elections of directors. Prior to this amendment, the standard for elections of directors was a plurality vote standard. The plurality vote standard will remain for contested elections. The By-Laws as amended provide that, except where other provision is made by law, the Certificate of Incorporation, or the By-Laws, at all meetings of the stockholders, all matters will be decided by the vote of a majority of shares present in person or by proxy and entitled to vote thereof. The amendments to the By-Laws are effective March 4, 2009.

The Company also adopted a director resignation guideline which requires a director to tender a resignation to the Board in the event that, in an uncontested election, he or she received more withhold votes than for votes. The Board would then act on the resignation and publish its decision within 90 days. This guideline has been retained, with appropriate revisions to reflect the change to a majority vote standard.

The full text of the By-Laws, as amended, is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 By-Laws, Amended as of March 4, 2009, of Alamo Group Inc.

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