**Exhibit3.2**

 

**BYLAWS**

** **

**OF**

** **

**BROADWINDENERGY, INC.**

 

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**BROADWINDENERGY, INC.**

**BYLAWS**

 

**TABLE OFCONTENTS**

 
| **Section**                    | ** **                                           | ** ** | **Page** |
|--------------------------------|------------------------------------------------------|------------|----------|
|                           |                                                 |       |
| ARTICLE I Offices              |                                                 | 1          |
| 1.1                            | Registered Office                                    |       | 1        |
| 1.2                            | Principal Office                                     |       | 1        |
|                           |                                                 |       |
| ARTICLE II Stockholders        |                                                 | 1          |
| 2.1                            | Annual Meeting                                       |       | 1        |
| 2.2                            | Special Meetings                                     |       | 1        |
| 2.3                            | Place of Meeting                                     |       | 1        |
| 2.4                            | Notice of Meeting                                    |       | 1        |
| 2.5                            | Adjournment                                          |       | 1        |
| 2.6                            | Organization                                         |       | 2        |
| 2.7                            | Closing of Transfer Books or Fixing of Record Date   |       | 2        |
| 2.8                            | Quorum                                               |       | 2        |
| 2.9                            | Proxies                                              |       | 2        |
| 2.10                           | Voting of Shares                                     |       | 2        |
| 2.11                           | Action Taken Without a Meeting                       |       | 3        |
| 2.12                           | Meetings by Remote Communication                     |       | 3        |
| 2.13                           | Voting by Class or Series                       |       | 3        |
| 2.14                           | Order of Business                                    |       | 3        |
|                           |                                                 |       |
| ARTICLE III Directors          |                                                 | 4          |
| 3.1                            | Board of Directors; Number; Qualifications; Election |       | 4        |
| 3.2                            | Powers of the Board of Directors: Generally          |       | 4        |
| 3.3                            | Committees of the Board of Directors                 |       | 4        |
| 3.4                            | Resignation                                          |       | 4        |
| 3.5                            | Removal                                              |       | 5        |
| 3.6                            | Vacancies                                            |       | 5        |
| 3.7                            | Board Meeting; Place and Notice                      |       | 5        |
| 3.8                            | Quorum                                               |       | 5        |
| 3.9                            | Manner of Acting                                     |       | 5        |
| 3.10                           | Compensation                                         |       | 5        |
| 3.11                           | Action Taken Without a Meeting                       |       | 5        |
| 3.12                           | Meetings by Remote Communication                     |       | 6        |
|                           |                                                 |       |
| ARTICLE IV Officers and Agents |                                                 | 6          |
| 4.1                            | Officers of the Corporation                          |       | 6        |
| 4.2                            | Election and Term of Office                          |       | 6        |
| 4.3                            | Removal                                              |       | 6        |
| 4.4                            | Vacancies                                            |       | 6        |
| 4.5                            | Chief Executive Officer                              |       | 6        |

 

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| 4.6                                                                                     | Vice Presidents                                |   | 7  |
|-----------------------------------------------------------------------------------------|------------------------------------------------|--------|----|
| 4.7                                                                                     | Secretary                                      |   | 7  |
| 4.8                                                                                     | Treasurer                                      |   | 7  |
| 4.9                                                                                     | Salaries                                       |   | 8  |
|                                                                                    |                                           |   |
| ARTICLE V Stock                                                                         |                                           | 8      |
| 5.1                                                                                     | Certificated or Uncertificated Stock           |   | 8  |
| 5.2                                                                                     | Record                                         |   | 9  |
| 5.3                                                                                     | Consideration for Shares                       |   | 9  |
| 5.4                                                                                     | Cancellation of Certificates                   |   | 9  |
| 5.5                                                                                     | Lost Certificates                              |   | 9  |
| 5.6                                                                                     | Transfer of Shares                             |   | 9  |
| 5.7                                                                                     | Transfer Agents, Registrars, and Paying Agents |   | 10 |
| 5.8                                                                                     | Treasury Stock                                 |   | 10 |
|                                                                                    |                                           |   |
| ARTICLE VI Execution of  Instruments; Loans, Checks and Endorsements; Deposits; Proxies |                                           | 10     |
| 6.1                                                                                     | Execution of Instruments                       |   | 10 |
| 6.2                                                                                     | Loans                                          |   | 10 |
| 6.3                                                                                     | Checks and Endorsements                        |   | 10 |
| 6.4                                                                                     | Deposits                                       |   | 10 |
| 6.5                                                                                     | Proxies                                        |   | 11 |
| 6.6                                                                                     | Contracts                                      |   | 11 |
|                                                                                    |                                           |   |
| ARTICLE VII Miscellaneous                                                               |                                           | 11     |
| 7.1                                                                                     | Dividends                                      |   | 11 |
| 7.2                                                                                     | Surplus and Reserves                           |   | 11 |
| 7.3                                                                                     | Waivers of Notice                              |   | 11 |
| 7.4                                                                                     | Corporate Seal                                 |   | 12 |
| 7.5                                                                                     | Fiscal Year                                    |   | 12 |
| 7.6                                                                                     | Amendment of Bylaws                            |   | 12 |
| 7.7                                                                                     | Uniformity of Interpretation and Severability  |   | 12 |
| 7.8                                                                                     | Emergency Bylaws                               |   | 12 |
| 7.9                                                                                     | Electronic Transmission                        |   | 12 |

 

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**BYLAWS**

 

**OF**

** **

**BROADWINDENERGY, INC.**

 

# **ARTICLE IOffices**

# ** **

## **1.1**                              RegisteredOffice. Theregistered office of the Corporation shall be located at 160 Greentree Drive, Suite 101,in the City of Dover, County of Kent, Delaware 19904.

##  

## **1.2**                              PrincipalOffice. TheCorporation may have such other office or offices either within or outside of theState of Delaware as the business of the Corporation may require from time totime if so designated by the Board of Directors.

##  

# **ARTICLE IIStockholders**

#  

## **2.1**                              AnnualMeeting. Unlessotherwise designated by the Board of Directors, the annual meeting shall beheld on the date and at the time and place fixed by the Board of Directors;provided, however, that the first annual meeting shall be held on a date thatis within 18 months after the date on which the Corporation first hasstockholders, and each successive annual meeting shall be held on a date thatis within 18 months after the preceding annual meeting.

##  

## **2.2**                              SpecialMeetings. Specialmeetings of stockholders of the Corporation, for any purpose, may be called bythe Chief Executive Officer, the Chairman of the Board, president, or any twomembers of the Board of Directors. At a special meeting no business shall betransacted and no corporate action shall be taken other than that stated in thenotice of the meeting.

##  

## **2.3**                              Placeof Meeting. Theannual meeting and all special meetings of stockholders may be held at suchtime and place within or without the State of Delaware as shall be stated inthe notice of the meeting or in a duly executed waiver of notice thereof. If nodesignation is made, or if a meeting shall be called otherwise than by theBoard, the place of meeting shall be the Company’s principal offices.

##  

## **2.4**                              Noticeof Meeting. Writtennotice of the place, date and hour of any annual or special meeting ofstockholders shall be given personally or by mail to each stockholder entitledto vote thereat, at such stockholder’s address as it appears on the records ofthe Corporation, not less than ten (10) nor more than sixty (60) daysprior to the meeting. Notice of any special meeting shall state the purpose orpurposes for which the meeting is called.

##  

## **2.5**                              Adjournment. When a meeting is forany reason adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof, and the means of remotecommunications, if any, by which stockholders and proxy holders may be deemedto be present in person and vote at such adjourned meeting are announced at themeeting at which the adjournment is taken. At the adjourned meeting, anybusiness may be transacted which 

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## **might have been transacted at the original meeting. If the adjournmentis for more than 30 days, or if after the adjournment a new record date isfixed for the adjourned meeting, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.**

##  

## **2.6**                              Organization. The Chief ExecutiveOfficer, the Chairman of the Board or president shall call meetings ofstockholders to order and act as chairman of such meetings. In the absence ofsaid officers, any stockholder entitled to vote at that meeting, or any proxyof any such stockholder, may call the meeting to order and a chairman shall beelected by a majority of the stockholders entitled to vote at that meeting. Inthe absence of the Secretary or any assistant secretary of the Corporation, anyperson appointed by the Chairman of the Board shall act as secretary of suchmeeting. An appropriate number of inspectors for any meeting of stockholdersmay be appointed by the chairman of such meeting. Inspectors so appointed willopen and close the polls, will receive and take charge of proxies and ballots,and will decide all questions as to the qualifications of voters, validity ofproxies and ballots, and the number of votes properly cast.

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## **2.7**                              Closingof Transfer Books or Fixing of Record Date. The directors may prescribe a period not exceeding60 days before any meeting of the stockholders during which no transfer ofstock on the books of the Corporation may be made. In order to determine thestockholders entitled to notice of and to vote at a meeting, or entitled toreceive payment of a dividend or other distribution, the directors may fix aday not more than sixty (60) days nor less than ten (10) days precedingthe date of such meeting or a day not more than sixty (60) days preceding adistribution. If a record date is not fixed, the record date for meetings is atthe close of business on the day before the day on which the first notice isgiven or, if notice is waived, at the close of business on the day before themeeting is held. For distributions, in the absence of action by the Board, therecord date for determining stockholders entitled to receive a distributionshall be at the close of business on the day on which the Board of Directorsauthorizes such distribution.

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## **2.8**                              Quorum. Unless otherwiseprovided by the Certificate of Incorporation, a majority of the voting powerthat is present, in person or by proxy, regardless of whether the proxy hasauthority to vote on all matters, shall constitute a quorum at a meeting ofstockholders. If less than a majority of the voting power is represented at ameeting, a majority of the shares so represented may adjourn the meetingwithout further notice for a period not to exceed 60 days at any oneadjournment. The stockholders present at a duly organized meeting may continueto transact business until adjournment, notwithstanding the withdrawal ofstockholders so that less than a quorum remains.

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## **2.9**                              Proxies. At all meetings of stockholders,a stockholder may vote by proxy, as prescribed by law. Such proxy shall befiled with the Secretary of the Corporation before or at the time of themeeting. No proxy shall be valid after 6 months from the date of its creation,unless it is coupled with an interest, or unless the stockholder specifies init the length of time for which it is to continue in force, which may notexceed 7 years from the date of its creation.

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## **2.10**                       Voting ofShares. At eachmeeting of the stockholders, every stockholder having the right to vote shallbe entitled to vote in person or by proxy. Except as otherwise provided by lawor the Certificate of Incorporation, each stockholder of record shall beentitled to one (1) vote for each share of stock having voting power standingin his name on the books of the Corporation. Except as otherwise provided bylaw, the Certificate of Incorporation or Section 3.1 of these 

 

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## **Bylaws, all matters shall be determined by vote of a majority of theshares present or represented by proxy at such meeting and entitled to vote onsuch questions.**

##  

## **2.11**                       ActionTaken Without a Meeting. Unless otherwise provided in the Certificate of Incorporation or theseBylaws, any action required or permitted to be taken at a meeting of thestockholders may be taken without a meeting if a written consent thereto issigned by stockholders holding at least a majority of the voting power, exceptthat if a different proportion of voting power is required for such an actionat a meeting, then that proportion of written consents is required. The writtenconsent must be filed with the minutes of the proceedings of the stockholders. Promptnotice of the taking of the corporate action without a meeting by less thanunanimous written consent shall be given to those stockholders who have notconsented in writing and who, if the action had been taken at a meeting, wouldhave been entitled to notice of the meeting if the record date for such meetinghad been the date that written consents signed by a sufficient number ofholders to take the action were delivered to the Corporation.

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## **2.12**                       Meetings byRemote Communication.The Board of Directors may, in its sole discretion, determine that stockholdermeetings shall not be held at any place, but may instead be held solely bymeans of remote communication in accordance with Section 211(a)(2) ofthe Delaware General Corporation Law. If authorized by the Board of Directorsin its sole discretion, and subject to such guidelines and procedures as theBoard of Directors may adopt, stockholders and proxy holders not physicallypresent at a meeting of stockholders may, by means of remote communication (a) participatein a meeting of stockholders; and (b) be deemed present in person and voteat a meeting of stockholders whether such meeting is to be held at a designatedplace or solely by means of remote communication; *provided,* that (i) the Corporation shall implementreasonable measures to verify that each person deemed present and permitted tovote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures toprovide such stockholders  and proxyholders a reasonable opportunity to participate in the meeting and to vote onmatters  submitted to the stockholders,including an opportunity to read or hear the proceedings of the meetingsubstantially concurrently with such proceedings; and (iii) if anystockholder or proxy holder votes or takes other action at the meeting by meansof remote communication, a record of such vote or other action shall bemaintained by the Corporation.

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## **2.13**                       Voting by Class orSeries. Unlessotherwise provided in the Delaware General Corporation Act, the Certificate ofIncorporation or these Bylaws, if voting by a class or series of stockholdersis permitted or required, a majority of the voting power of the class or seriesthat is present in person or by proxy, regardless of whether the proxy hasauthority to vote on all matters, constitutes a quorum for the transaction ofbusiness. An act by the stockholders of each class or series is approved if amajority of the voting power of a quorum of the class or series votes for theaction.

##  

## **2.14**                       Order ofBusiness. Thesuggested order of business at the annual meeting and, to the extentappropriate, at all other meetings of the stockholders shall, unless modifiedby the presiding chairman, be:

##  

(a)               Call of roll

(b)              Proof of due notice of meeting or waiverof notice

 

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(c)               Determination of existence of quorum

(d)              Reading and disposal of any unapprovedminutes

(e)               Annual reports of officers andcommittees

(f)                 Election of directors

(g)              Unfinished business

(h)              New business

(i)                  Adjournment.

 

# **ARTICLE IIIDirectors**

#  

## **3.1**                              Boardof Directors; Number; Qualifications; Election. The Corporation shall be managed by a Board ofDirectors, all of whom must be natural persons at least 18 years of age. Directorsneed not be residents of the State of Delaware or stockholders of theCorporation. The number of directors of the Corporation shall be not less thanone nor more than nine. Subject to such limitations, the number of directorsmay be increased or decreased by resolution of the Board of Directors, but nodecrease shall have the effect of shortening the term of any incumbent director.Subject to the provisions of Article V of the Corporation’s Certificate ofIncorporation, each director shall hold office until the next annual meeting ofstockholders or until his successor has been elected and qualified. Directorsof the Corporation shall be elected by a plurality of the votes cast by theholders of the shares present or represented by proxy at such election andentitled to vote thereon.

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## **3.2**                              Powersof the Board of Directors:  Generally. Subject only to suchlimitations as may be provided by the Delaware General Corporation Law or theCertificate of Incorporation, the Board of Directors shall have full controlover the affairs of the Corporation.

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## **3.3**                              Committeesof the Board of Directors. The Board of Directors may, by resolution or resolutions passed by amajority of the whole Board, designate one or more committees, each to consistof one or more of the directors, each of which, to the extent provided in suchresolution, shall have and may exercise the authority of the Board in themanagement of the business of the Corporation, and may authorize the seal ofthe Corporation to be affixed to all papers on which the Corporation desires toplace on a seal. Such committee or committees shall have such name or names asmay be determined from time to time by resolution adopted by the Board ofDirectors. Unless the Certificate of Incorporation or these Bylaws provideotherwise, the Board of Directors may appoint natural persons who are notdirectors to serve on committees. In the absence or disqualification of amember of a committee, the member or members thereof present at any meeting andnot disqualified from voting, whether or not such member or members constitutea quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member.

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## **3.4**                              Resignation. Any director of theCorporation may resign at any time by giving written notice of his resignationto the Board of Directors, the Chief Executive Officer, the Chairman of theBoard, president or the Secretary of the Corporation. Such resignation shalltake effect at the date of receipt of such notice or at any later timespecified therein and, unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective. When one or moredirectors shall resign from the Board, effective at a future date, a 

 

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## **majority of the directors then in office, including those who have soresigned, shall have the power to fill such vacancy or vacancies, the votethereon to take effect when such resignation or resignations shall becomeeffective.**

##  

## **3.5**                              Removal. Directors may be removedwith or without cause, except as otherwise required by law, by the holders ofat least a majority of the voting power of the shares entitled to votegenerally in the election of directors. Except as required by law or theprovisions of the Certificate of Incorporation, all vacancies on the Board ofDirectors and newly-created directorships shall be filled by the Board ofDirectors. Any director elected to fill a vacancy not resulting from anincrease in the number of directors shall have the same remaining term as thatof his or her predecessor.

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## **3.6**                              Vacancies. All vacancies, includingthose caused by an increase in the number of directors, may be filled by amajority of the remaining directors, though less than a quorum, unless it isotherwise provided in the Certificate of Incorporation. A director elected tofill a vacancy shall be elected for the unexpired term of his predecessor inoffice. A director elected to fill a vacancy caused by an increase in thenumber of directors shall hold office until the next annual meeting ofstockholders and until his successor has been elected and has qualified.

##  

## **3.7**                              BoardMeeting; Place and Notice. Meetings of the Board of Directors may be held from time to time at anyplace within or without the State of Delaware that the Board of Directors maydesignate. In the absence of designation by the Board of Directors, Boardmeetings shall be held at the principal executive office of the Corporation. Anydirector may call a Board meeting by giving notice to all directors of the dateand time of the meeting, which notice shall be given in sufficient time for theconvenient assembly of the directors thereat. The notice need not state thepurpose of the meeting, and may be given by mail, telephone, email or otherelectronic transmission or in person. If a meeting schedule is adopted by theBoard, or if the date and time of a Board meeting has been announced at aprevious meeting, no notice is required.

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## **3.8**                              Quorum. A majority of the numberof directors elected and qualified at the time of the meeting shall constitutea quorum for the transaction of business at any such meeting of the Board ofDirectors, but if less than such majority is present at a meeting, a majorityof the directors present may adjourn the meeting from time to time withoutfurther notice.

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## **3.9**                              Mannerof Acting. If aquorum is present, the affirmative vote of a majority of the directors presentat the meeting and entitled to vote on that particular matter shall be the actof the Board, unless the vote of a greater number is required by law or theCertificate of Incorporation.

##  

## **3.10**                       Compensation. By resolution of theBoard of Directors, any director may be paid any one or more of thefollowing:  his expenses, if any, ofattendance at meetings; a fixed sum for attendance at such meeting; a statedsalary as director; or any other form and amount of compensation approved bythe Board. No such payment shall preclude any director from serving theCorporation in any other capacity and receiving compensation therefor.

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## **3.11**                       ActionTaken Without a Meeting. Unless otherwise provided in the Certificate of Incorporation or theseBylaws, any action required or permitted to be taken at a meeting of the Boardof Directors or a committee thereof may be taken without a meeting if, beforeor after the 

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## **action, a written consent thereto is signed by all the members of theBoard or of the committee. The written consent must be filed with the minutesof the proceedings of the Board or committee.**

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## **3.12**                       Meetings byRemote Communication.Unless otherwise restricted by the Certificate of Incorporation or theseBylaws, members of the Board of Directors or of any committee designated by theBoard, may participate in a meeting of the Board or committee by means of atelephone conference or other method of electronic communication by which allpersons participating in the meeting can communicate with each other. Participationin a meeting pursuant to this Section constitutes presence in person atthe meeting.

##  

# **ARTICLE IVOfficers and Agents**

#  

## **4.1**                              Officersof the Corporation. TheCorporation shall have a Chief Executive Officer, a Secretary, and a Treasurer,each of whom shall be elected by the Board of Directors. The Board of Directorsmay appoint a president or one or more vice presidents and such other officers,assistant officers, committees, and agents, including a Chairman of the Board,assistant secretaries, and assistant treasurers, as they may considernecessary, who shall be chosen in such manner and hold their offices for suchterms and have such authority and duties as from time to time may be determinedby the Board of Directors. One person may hold any two or more offices. Theofficers of the Corporation shall be natural persons 18 years of age or older. Inall cases where the duties of any officer, agent, or employee are notprescribed by the Bylaws or by the Board of Directors, such officer, agent, oremployee shall follow the orders and instructions of (a) the ChiefExecutive Officer, and if a Chairman of the Board has been elected, then (b) theChairman of the Board.

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## **4.2**                              Electionand Term of Office. Theofficers of the Corporation shall be elected by the Board of Directors annuallyat the first meeting of the Board held after each annual meeting of thestockholders. If the election of officers shall not be held at such meeting,such election shall be held as soon thereafter as may be convenient. Eachofficer shall hold office until the first of the following occurs:  until his successor shall have been dulyelected and shall have qualified; or until his death; or until he shall resign;or until he shall have been removed in the manner hereinafter provided.

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## **4.3**                              Removal. Any officer or agent maybe removed by the Board of Directors, at the discretion of the Board. Electionor appointment of an officer or agent shall not of itself create contractrights.

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## **4.4**                              Vacancies. A vacancy in any office,however occurring, may be filled by the Board of Directors for the unexpiredportion of the term.

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## **4.5**                              ChiefExecutive Officer. TheChief Executive Officer shall, subject to the direction and supervision of theBoard of Directors, be the Chief Executive Officer of the Corporation and shallhave general and active control of its affairs and business and generalsupervision of its officers, agents, and employees. The Chief Executive Officershall, unless otherwise directed by the Board of Directors, attend in person orby substitute appointed by him/her, or shall execute, on behalf of theCorporation, written instruments appointing a proxy or 

 

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## **proxies to represent the Corporation, at all meetings of thestockholders of any other corporation in which the Corporation shall hold anystock. The Chief Executive Officer may, on behalf of the Corporation, in personor by substitute or by proxy, execute written waivers of notice and consentswith respect to any such meetings. At all such meetings and otherwise, theChief Executive Officer, in person or by substitute or proxy as aforesaid, mayvote the stock so held by the Corporation and may execute written consents andother instruments with respect to such stock and may exercise any and allrights and powers incident to the ownership of said stock, subject however tothe instructions, if any, of the Board of Directors. The Chief ExecutiveOfficer shall have custody of the treasurer’s bond, if any. If a Chairman ofthe Board has been elected, the Chairman of the Board shall have, subject tothe direction and modification of the Board of Directors, all the sameresponsibilities, rights, and obligations as described in these Bylaws for theChief Executive Officer.**

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## **4.6**                              VicePresidents. The vicepresidents, if any, shall assist the Chief Executive Officer and shall performsuch duties as may be assigned to them by the Chief Executive Officer or by theBoard of Directors. In the absence of the Chief Executive Officer, the vicepresident designated by the Board of Directors or (if there be no suchdesignation) the vice president designated in writing by the Chief ExecutiveOfficer shall have the powers and perform the duties of the Chief ExecutiveOfficer. If no such designation shall be made, all vice presidents may exercisesuch powers and perform such duties.

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## **4.7**                              Secretary. The Secretary shallperform the following:  (a) keep theminutes of the proceedings of the stockholders, executive committee, and theBoard of Directors; (b) see that all notices are duly given in accordancewith the provisions of these Bylaws or as required by law; (c) becustodian of the corporate records and of the seal of the Corporation and affixthe seal to all documents when authorized by the Board of Directors; (d) keep,at the Corporation’s registered office or principal place of business within oroutside Delaware, a record containing the names and addresses of allstockholders and the number and class of shares held by each, unless such arecord shall be kept at the office of the Corporation’s transfer agent orregistrar; (e) if designated by the Board, sign with the Chief ExecutiveOfficer or a vice president, certificates for shares of the Corporation, theissuance of which shall have been authorized by resolution of the Board ofDirectors; (f) have general charge of the stock transfer books of theCorporation, unless the Corporation has a transfer agent; and (g) ingeneral, perform all duties incident to the office of Secretary and such otherduties as from time to time may be assigned by the Chief Executive Officer orby the Board of Directors. Assistant secretaries, if any, shall have the sameduties and powers, subject to supervision by the Secretary.

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## **4.8**                              Treasurer. The Treasurer shall bethe principal financial officer of the Corporation and shall have the care andcustody of all funds, securities, evidences of indebtedness, and other personalproperty of the Corporation, and shall deposit the same in accordance with theinstructions of the Board of Directors. The Treasurer shall receive and givereceipts and acquittances for monies paid in or on account of the Corporation,and shall pay out of the funds on hand all bills, payrolls, and other justdebts of the Corporation of whatever nature upon maturity. The Treasurer shallperform all other duties incident to the office of the Treasurer and, uponrequest of the Board, shall make such reports to it as may be required at anytime. The Treasurer shall, if required by the Board, give the Corporation abond in such sums and with such sureties as shall be satisfactory to the Board,conditioned upon the faithful performance of his/her duties and 

 

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## **for the restoration to the Corporation of all books, papers, vouchers,money, and other property of whatever kind in his/her possession or under hiscontrol belonging to the Corporation. If designated by the Board, the Treasureralso has power to sign with the Chief Executive Officer or a vice president,certificates for shares of the Corporation, the issuance of which shall havebeen authorized by resolution of the Board of Directors. The Treasurer shallhave such other powers and perform such other duties as may be from time totime prescribed by the Board of Directors or the Chief Executive Officer. Theassistant treasurers, if any, shall have the same powers and duties, subject tothe supervision of the Treasurer.**

##  

The Treasurer shall also be the principal accounting officer of theCorporation. The Treasurer shall prescribe and maintain the methods and systemsof accounting to be followed, keep complete books and records of account,prepare and file all local, state, and federal tax returns, prescribe andmaintain an adequate system of internal audit, and prepare and furnish to theChief Executive Officer and the Board of Directors statements of accountshowing the financial position of the Corporation and the results of itsoperations.

 

The Treasurer also has power to execute, on behalf of the Corporation,written instruments appointing a proxy or proxies to represent the Corporation,at all meetings of the stockholders of any other corporation in which theCorporation shall hold any stock. The Treasurer may, on behalf of theCorporation, in person or by substitute or by proxy, execute written waivers ofnotice and consents with respect to any such meetings. At all such meetings andotherwise, the Treasurer, in person or by substitute or proxy as aforesaid, mayvote the stock so held by the Corporation and may execute written consents andother instruments with respect to such stock and may exercise any and allrights and powers incident to the ownership of said stock, subject however tothe instructions, if any, of the Board of Directors.

 

## **4.9**                              Salaries. Officers of theCorporation shall be entitled to such salaries, emoluments, compensation, orreimbursement as shall be fixed or allowed from time to time by the Board ofDirectors.

##  

# **ARTICLE VStock**

#  

## **5.1**                              Certificatedor Uncertificated Stock. Shares of the Corporation may be certificated, uncertificated, or acombination thereof. Certificates representing shares shall be consecutivelynumbered and signed in the name of the Corporation by its Chief ExecutiveOfficer or a vice president and by the Treasurer or an assistant treasurer orby the Secretary or an assistant secretary.

##  

Every holder of stock represented by certificates shall be entitled tohave a certificate signed by, or in the name of the corporation by the Chairmanor a vice-chairman of the Board of Directors, or the Chief Executive Officer,president or vice-president, and by the Treasurer or an assistant treasurer, orthe Secretary or an assistant secretary of such corporation representing thenumber of shares registered in certificate form. Any or all the signatures onthe certificate may be a facsimile. In case any officer, transfer agent or

 

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registrar whohas signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or  registrar before such certificate is issued,it may be issued by the corporation with the same effect as if such person weresuch officer, transfer agent or registrar at the date of issue.

 

Each certificate representing shares shall state the following upon theface thereof:  the name of the state ofthe Corporation’s organization; the name of the person to whom issued; thenumber and class of shares and the designation of the series, if any, whichsuch certificate represents; the par value of each share represented by suchcertificate or a statement that the shares are without par value. Certificatesof stock shall be in such form consistent with law as shall be prescribed bythe Board of Directors.

 

## **5.2**                              Record. As used in these Bylaws,the term “stockholder” shall mean the person or other entity in whose name outstandingshares of the Corporation are currently registered on the stock record books ofthe Corporation. The Corporation shall keep a share register containing thenames of the stockholders and the number of shares held by each stockholder. TheCorporation shall also keep a record of the dates on which certificatesrepresenting shares or transaction statements representing shares were issuedand, in the case of cancellation, the date of cancellation. The person or otherentity in whose name shares of stock stand on the books of the Corporationshall be deemed the owner thereof, and thus a holder of record of such sharesof stock, for all purposes as regards the Corporation.

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## **5.3**                              Considerationfor Shares. Sharesshall be issued for such consideration, expressed in dollars (but not less thanthe par value thereof) as shall be fixed from time to time by the Board ofDirectors. That part of the surplus of the Corporation which is transferred tostated capital upon the issuance of shares as a share dividend shall be deemedthe consideration for the issuance of such dividend shares. Such considerationmay consist, in whole or in part, of money, promissory notes, other property,tangible or intangible, or in labor or services actually performed for theCorporation, contracts for services to be performed or other securities of theCorporation.

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## **5.4**                              Cancellationof Certificates. Allcertificates surrendered to the Corporation for transfer shall be canceled andno new certificates shall be issued in lieu thereof until the formercertificate for a like number of shares shall have been surrendered andcanceled, except as herein provided with respect to lost, stolen, or destroyedcertificates.

##  

## **5.5**                              LostCertificates. Incase of the alleged loss, destruction, or mutilation of a certificate of stock,the Board of Directors may direct the issuance of a new certificate oruncertificated shares in lieu thereof upon such terms and conditions inconformity with law as it may prescribe. The Board of Directors may in itsdiscretion require a bond, in such form and amount and with such surety as itmay determine, before issuing a new certificate.

##  

## **5.6**                              Transferof Shares. Transferof shares on the books of the Corporation may be authorized only by theregistered holder of such shares (or the stockholder’s legal representative orduly authorized attorney in fact). In the case of shares represented by acertificate, transfer of such shares shall only occur upon surrender of thecertificate duly endorsed, while transfer of uncertificated shares shall onlyoccur upon a stockholder’s compliance with such procedures the Corporation orits transfer agent may require. Every such transfer of stock shall be enteredon the stock book of the Corporation which shall be kept at its principaloffice or by its registrar duly appointed.

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The Corporation shall be entitled to treat the holder of record of anyshare of stock as the holder in fact thereof, and accordingly shall not bebound to recognize any equitable or other claim to or interest in such share onthe part of any other person whether or not it shall have express or othernotice thereof, except as may be required by the laws of Delaware.

 

## **5.7**                              TransferAgents, Registrars, and Paying Agents. The Board may at its discretion appoint one or moretransfer agents, registrars, and agents for making payment upon any class ofstock, bond, debenture, or other security of the Corporation. Such agents andregistrars may be located either within or outside Delaware. They shall havesuch rights and duties and shall be entitled to such compensation as may beagreed.

## ** **

## **5.8**                              TreasuryStock. Treasurystock, if any, shall be held by the Corporation subject to disposal by theBoard of Directors in accordance with the Delaware General Corporation Law, theCertificate of Incorporation and these Bylaws, and shall not have voting rightsnor participate in dividends.

## ** **

# **ARTICLE VIExecution of Instruments; Loans, Checks and Endorsements;Deposits; Proxies**

# ** **

## **6.1**                              Executionof Instruments. TheChief Executive Officer, the Treasurer, president or any vice president shallhave the power to execute and deliver on behalf of and in the name of theCorporation any instrument requiring the signature of an officer of theCorporation, except as otherwise provided in these Bylaws or where theexecution and delivery thereof shall be expressly delegated by the Board ofDirectors to some other officer or agent of the Corporation. Unless authorizedto do so by these Bylaws or by the Board of Directors, no officer, agent, oremployee shall have any power or authority to bind the Corporation in any way,to pledge its credit, or to render it liable pecuniarily for any purpose or inany amount.

##  

## **6.2**                              Loans. The Corporation may lendmoney to, guarantee the obligations of, and otherwise assist directors,officers, and employees of the Corporation, or directors of another corporationof which the Corporation owns a majority of the voting stock, only uponcompliance with the requirements of the Delaware General Corporation Law andother applicable laws and regulations.

## ** **

No loans shall be contracted on behalf of the Corporation and noevidence of indebtedness shall be issued in its name unless authorized by aresolution of the Board of Directors. Such authority may be general or confinedto specific instances.

 

## **6.3**                              Checksand Endorsements. Allchecks, drafts, or other orders for the payment of money, obligations, notes,or other evidences of indebtedness, bills of lading, warehouse receipts, tradeacceptances, and other such instruments shall be signed or endorsed by suchofficers or agents of the Corporation as shall from time to time be determinedby resolution of the Board of Directors, which resolution may provide for theuse of facsimile signatures.

##  

## **6.4**                              Deposits. All funds of theCorporation not otherwise employed shall be deposited from time to time to theCorporation’s credit in such banks or other depositories as shall from time totime be determined by resolution of the Board of Directors, which resolutionmay specify the 

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## **officers or agents of the Corporation who shall have the power, and themanner in which such power shall be exercised, to make such deposits and toendorse, assign, and deliver for collection and deposit checks, drafts, andother orders for the payment of money payable to the Corporation or its order.**

## ** **

## **6.5**                              Proxies. Unless otherwiseprovided by resolution adopted by the Board of Directors, the Chief ExecutiveOfficer, the Treasurer, president or any vice president may from time to timeappoint one or more agents or attorneys-in-fact of the Corporation, in the nameand on behalf of the Corporation, to cast the votes which the Corporation maybe entitled to cast as the holder of stock or other securities in any othercorporation, association, or other entity any of whose stock or othersecurities may be held by the Corporation, at meetings of the holders of thestock or other securities of such other corporation, association, or otherentity or to consent in writing, in the name of the Corporation as such holder,to any action by such other corporation, association, or other entity, and mayinstruct the person or persons so appointed as to the manner of casting suchvotes or giving such consent, and may execute or cause to be executed in thename and on behalf of the Corporation and under its corporate seal, orotherwise, all such written proxies or other instruments as he may deemnecessary or proper in the premises.

## ** **

## **6.6**                              Contracts. The Board of Directorsmay authorize any officer or officers, agent or agents, to enter into anycontract or execute and deliver any instrument in the name of and on behalf ofthe Corporation, and such authority may be general or confined to specificinstances.

## ** **

# **ARTICLE VIIMiscellaneous**

# ** **

## **7.1**                              **Dividends**. Subject to theprovisions of law and of the Certificate of Incorporation, the Board ofDirectors may declare dividends from the surplus or, if there is no surplus,the net profits of the Corporation whenever and in such amounts as, in itsopinion, the condition of the affairs of the Corporation shall render itadvisable. The record date for determining stockholders entitled to adistribution shall be set in accordance with Section 2.7 of these Bylaws.

## ** **

## **7.2**                              **Surplus and Reserves**. Subject to theprovisions of law, the Board of Directors in its discretion may use and applyany of the capital or surplus of the Corporation to purchase or acquire any ofthe shares of the capital stock of the Corporation in accordance with law, orany of its bonds, debentures, notes, scrip or other securities or evidences ofindebtedness, or from time to time may set aside from its surplus or netprofits such sums as it, in its absolute discretion, may think proper as areserve fund to meet contingencies, for the purpose of maintaining orincreasing the property or business of the Corporation, or for any otherpurpose it may think conducive to the best interests of the Corporation.

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## **7.3**                              Waiversof Notice. Wheneverany notice whatsoever is required to be given by these Bylaws, the Certificateof Incorporation or any of the laws of the State of Delaware, a waiver thereofin writing, signed by the person or persons entitled to such notice, whetherbefore or after the time stated therein, shall be deemed equivalent to theactual required notice. Attendance by a person at a meeting shall constitute awaiver of notice of such meeting except when the person attends a meeting forthe express purpose of objecting at the beginning of the meeting to thetransaction of any business because the meeting is not lawfully called orconvened. Any person so

 

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## **waiving notice of such meeting shall be bound by the proceedings of anysuch meeting in all respects as if due notice thereof had been given.**

## ** **

## **7.4**                              CorporateSeal. The Board ofDirectors may adopt a seal circular in form and bearing the name of theCorporation, the state of its incorporation, and the word “Seal” which, whenadopted, shall constitute the seal of the Corporation. The seal may be used bycausing it or a facsimile of it to be impressed, affixed, manually reproduced,or rubber-stamped with indelible ink.

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## **7.5**                              FiscalYear. The Board ofDirectors may, by resolution, adopt a fiscal year for the Corporation.

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## **7.6**                              Amendmentof Bylaws. Theprovisions of these Bylaws may at any time, and from time to time, be amended,supplemented or repealed by the Board of Directors.

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## **7.7**                              Uniformityof Interpretation and Severability. The Bylaws shall be so interpreted and construed as to conform to theCertificate of Incorporation and the laws of the State of Delaware or of anyother state in which conformity may become necessary by reason of thequalification of the Corporation to do business in such state or any otherapplicable law or regulation, and where conflict between these Bylaws, theCertificate of Incorporation or the laws of such a state has arisen or shallarise, these Bylaws shall be considered to be modified to the extent, but onlyto the extent, conformity shall require. If any provision hereof or theapplication thereof shall be deemed to be invalid by reason of the foregoingsentence, such invalidity shall not affect the validity of the remainder ofthese Bylaws without the invalid provision or the application thereof, and theprovisions of these Bylaws are declared to be severable.

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## **7.8**                              EmergencyBylaws. Subject torepeal or change by action of the stockholders, the Board of Directors mayadopt emergency bylaws in accordance with and pursuant to the provisions of thelaws of the State of Delaware.

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## **7.9**                              ElectronicTransmission. Whenused in these Bylaws, the terms “written” and “in writing” shall include any “electronic transmission,” as  defined in Section  232(c)  of the  Delaware General  Corporation Law, including without limitation any telegram, cablegram, facsimiletransmission and communication by electronic mail.

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**SECRETARY’SCERTIFICATION**

 

The undersigned Secretary of Broadwind Energy, Inc. (or the “Corporation”)hereby certifies that the foregoing Bylaws are the Bylaws of the Corporationadopted by the Board of Directors as of the 20th day of June, 2008.

 

 
|   | By     | /s/ Terence  P. Fox                                             |
|--------|--------|-----------------------------------------------------------------|
|   |   |         Terence P. Fox, Secretary |

 

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