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**Exhibit 3.1**

**CERTIFICATE OF INCORPORATIONOFBROADWIND ENERGY, INC.a Delaware corporation**

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I,the undersigned, being of full age and named the original incorporator herein,for the purpose of forming a corporation under the General Corporation Law ofthe State of Delaware (the “DGCL”), as amended, to do business both within andwithout the State of Delaware, do make and file this Certificate ofIncorporation, hereby declaring and certifying that the facts herein stated aretrue:

 

**ARTICLE INAME**

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Thename of the corporation is Broadwind Energy, Inc.

 

**ARTICLE IIRESIDENT AGENT & REGISTERED OFFICE**

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Section 2.01.  Resident Agent.  The name and address of the Resident Agentfor service of process is National Registered Agents, Inc., 160 GreentreeDrive, Suite 101, in the City of Dover, County of Kent, Delaware 19904.

 

Section 2.02.  Registered Office.  The address of its Registered Office is 160Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware19904.

 

Section 2.03.  Other Offices.  The corporation may also maintain offices forthe transaction of any business at such other places within or without theState of Delaware as it may from time to time determine.  Corporate business of every kind and naturemay be conducted, and meetings of directors and stockholders held outside theState of Delaware with the same effect as if in the State of Delaware.

 

**ARTICLE IIIPURPOSE**

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Thecorporation is organized for the purpose of engaging in any lawful activity,within or without the State of Delaware. The corporation is being incorporated in connection with the conversionof a Nevada corporation to a Delaware corporation (the “Conversion”), and thisCertificate of Incorporation is being filed simultaneously with the Certificateof Conversion to Corporation from a Non-Delaware Corporation to a DelawareCorporation (the “Certificate of Conversion”) pursuant to Section 265 ofthe General Corporation Law of the State of Delaware.

 

**ARTICLE IVSHARES OF STOCK**

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Section 4.01Number and Class.  The totalnumber of shares of authorized capital stock of the corporation shall consistof one hundred and sixty million (160,000,000), of which one hundred and fiftymillion (150,000,000) shall be shares of common stock with a par value of 

 

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$0.001 per share and ten million (10,000,000) shares of undesignatedstock with a par value of $0.001 per share. Upon the filing of the Certificateof Conversion and this Certificate of Incorporation (the “Effective Time”),each share of common stock of Broadwind Energy, Inc., a Nevadacorporation, par value $0.001 per share, issued and outstanding immediatelyprior to the Effective Time will be deemed to be one issued and outstanding,fully paid and nonassessable share of common stock of the corporation, withoutany action required on the part of the corporation or the former holders ofsuch limited liability company interests. To the fullest extent permitted by the laws of the State of Delaware, asthe same now exists or may hereafter be amended or supplemented, the Board ofDirectors has the express authority, without first obtaining approval of thestockholders of the corporation or any class thereof, to establish from theundesignated shares, by resolution adopted and filed in the manner provided bylaw, one or more series of preferred stock with each such series to consist ofsuch number of shares and to have such voting powers, full or limited, or novoting powers, and such designations, preferences and relative, participating,optional or other special rights, and the qualifications, limitations orrestrictions thereof, as shall be stated in the resolution or resolutionsproviding for the issuance of such series adopted by the Board of Directors ofthe corporation.

 

Section 4.02.  No Preemptive Rights.  Holders of the Common Stock of thecorporation shall not have any preference, preemptive right, or right ofsubscription to acquire any shares of the corporation authorized, issued orsold, or to be authorized, issued or sold, and convertible into shares of thecorporation, nor to any Right of subscription thereto, other than to theextent, if any, the Board of Directors may determine from time to time.

 

Section 4.03.  Non-Assessability of Shares.  The Common Stock of the corporation, afterthe amount of the subscription price has been paid, in money, property orservices, as the directors shall determine, shall not be subject to assessmentto pay the debts of the corporation, nor for any other purpose, and no stockissued as fully paid shall ever be assessable or assessed, and the Certificateof Incorporation shall not be amended in this particular.

 

Section 4.04.  No Cumulative Voting.  No cumulative voting, on any matter to whichStockholders shall be entitled to vote, shall be allowed for any purpose.

 

**ARTICLE VDIRECTORS**

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Section 5.01.  Governing Board.  The business and affairs of the corporationshall be managed by and under the direction of a Board of Directors.

 

Section 5.02.  Change in Number of Directors.  The authorized number of directors may beincreased or decreased as set forth in the Bylaws of the corporation.

 

Section 5.03.Election of Directors. Unless and except to the extent that the Bylawsof the corporation shall so require, the election of directors of thecorporation need not be by written ballot.

 

 

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**ARTICLE VIINCORPORATOR**

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The name and address of the incorporator is:

 

| Daniel A. Yarano | Fredrikson &  Byron, P.A.       |
|------------------|------------------------------------------|
|             | 200 South Sixth Street,  Suite 4000 |
|             | Minneapolis, MN 55402-1425               |

 

**ARTICLE VIIPERIOD OF DURATION**

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Thecorporation is to have a perpetual existence.

 

**ARTICLE VIIIDIRECTORS’ LIABILITY**

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Adirector of the corporation shall not be personally liable to this corporationor its stockholders for monetary damages for breach of fiduciary duty as adirector except to the extent such exemption from liability or limitationthereof is not permitted under the DGCL as the same exists or may hereafter beamended.  Any repeal or modification ofthis Article by the stockholders of the corporation shall be prospectiveonly, and shall not adversely affect any limitation on the personal liabilityof a director of the corporation for acts or omissions prior to such repeal ormodification.

 

**ARTICLE IXINDEMNITY**

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Everyperson who was or is a party to, or is threatened to be made a party to, or isinvolved in any action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he, or a person ofwhom he is the legal representative, is or was a director or officer of thecorporation, or is or was serving at the request of the corporation as adirector or officer of another corporation, or as its representative in apartnership, joint venture, trust or other enterprise, shall be indemnified andheld harmless to the fullest extent legally permissible under the laws of theState of Delaware from time to time against all expenses, liability and loss(including attorneys’ fees, judgments, fines and amounts paid or to be paid insettlement) reasonably incurred or suffered by him in connectiontherewith.  Such right of indemnificationshall be a contract right which may be enforced in any manner desired by suchperson.  The expenses of officers anddirectors incurred in defending a civil or criminal action, suit or proceedingmust be paid by the corporation as they are incurred and in advance of thefinal disposition of the action, suit or proceeding, upon receipt of anundertaking by or on behalf of the director or officer to repay the amount ifit is ultimately determined by a court of competent jurisdiction that he is notentitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other rightwhich such directors, officers or representatives may have or hereafteracquire, and, without limiting the generality of such statement, they shall beentitled to their respective rights of indemnification under any bylaw,agreement, vote of stockholders, provision of law, or otherwise, as well astheir rights under this Article.

 

 

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Withoutlimiting the application of the foregoing, the stockholders or Board ofDirectors may adopt bylaws from time to time with respect to indemnification,to provide at all times the fullest indemnification permitted by the laws ofthe State of Delaware, and may cause the corporation to purchase and maintaininsurance on behalf of any person who is or was a director or officer of thecorporation, or is or was serving at the request of the corporation as directoror officer of another corporation, or as its representative in a partnership,joint venture, trust or other enterprises against any liability assertedagainst such person and incurred in any such capacity or arising out of suchstatus, whether or not the corporation would have the power to indemnify suchperson.

 

Theindemnification provided in this Article shall continue as to a person whohas ceased to be a director, officer, employee or agent, and shall inure to thebenefit of the heirs, executors and administrators of such person.  Any repeal or modification of this Article bythe stockholders of the corporation shall be prospective only, and shall notadversely affect any limitation on the indemnification of such person for actsor omissions prior to such repeal or modification.

 

**ARTICLE XBYLAWS**

 

                In furtherance ofand not in limitation of the power conferred by statute, the Board of Directorsis expressly authorized to make, alter, amend or repeal the Bylaws of thecorporation.

 

**ARTICLE XISECTION 203 OPT OUT**

 

                The corporationhereby elects not to be governed by Section 203 of the DGCL as from timeto time in effect or any successor provision thereto.

 

**ARTICLE XIIAMENDMENTS**

 

TheBoard of Directors may adopt a resolution proposing to amend, alter, change orrepeal any provision contained in this Certificate of Incorporation, in themanner now or hereafter prescribed by statute. Notwithstanding anything contained in this Certificate of Incorporationto the contrary, the affirmative vote of at least a majority of the votingpower of the shares of the corporation entitled to vote generally in theelection of directors shall be required to amend, alter or repeal, or to adoptany provision in this Certificate of Incorporation.

 

 

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THEUNDERSIGNED, being the incorporator hereinbefore named, for the purpose offorming a corporation pursuant to the DGCL, does make this Certificate, herebydeclaring and certifying that this is his act and deed and the facts hereinstated are true, and accordingly has hereunto set his hand this 20th day ofJune, 2008.

 
|   | /s/ Daniel A. Yarano |
|--------|----------------------|
|   | Daniel A. Yarano     |
|   | Incorporator         |
|   |                 |

 

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