**Exhibit****3.5**





**DALECO
      RESOURCES CORPORATION**


**Nominating
      and Governance Committee Charter (Effective April 10,
      2008)**


**I****.**
              **Purpose**





The
      Nominating and Governance Committee(the “Committee”) of the Board of Directors
      (“Board”) of Daleco Resources Corporation (the “Company”) will assist the Board
      in fulfilling its responsibilities to assure that the Company is governed in
      a
      manner consistent with the interest of the stockholders of the Company. Without
      limiting the foregoing, the Committee shall advise the Board with respect to:
      (a) Board organization, membership and function; (b) committee structure,
      membership and operations (including any committee authority to delegate to
      subcommittees); (c) succession planning for executive officers of the Company;
      (d) the Company’s Corporate Governance Policy, its operation and any
      modifications to such policy; and (e) other matters relating to corporate
      governance and the rights and interests of the Company’s
      stockholders.


II.
              **Composition**





The
      Committee shall initially be comprised of three or more Directors as determined
      by the Board, each of whom shall meet the independence requirements of
      applicable Nasdaq Marketplace Rules, the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”), and the rules and regulations of the SEC, in
      effect from time to time or any successor rules, regulations or acts thereto..





The
      members of the Committee shall be appointed by the Board annually and shall
      serve until their successors are duly elected and qualified. Unless a Chair
      is
      elected by the full Board, the members of the Committee may designate a Chair
      by
      majority vote of the full Committee membership. The Board will have the power
      at
      any time to change the size and membership of the Committee, to remove Committee
      members and to fill vacancies on the Committee, provided that any new member
      satisfy the requirements of this Charter and any other applicable
      requirements.


**III.**
              **Meetings**





The
      Committee shall meet at least once a year, or more frequently as circumstances
      dictate. Meetings may be called by the Chairman of the Committee or the Chairman
      of the Board. All meetings of and other actions by the Committee shall be held
      or otherwise taken pursuant to the Company’s bylaws, including bylaw provisions
      governing notices of meetings, waivers thereof, the number of Committee members
      required to take actions at meetings or by written consent, and other related
      matters.





Unless
      otherwise authorized by an amendment to this Charter, the Nominating and
      Governance Committee shall not delegate any of its authority to any
      subcommittee.





The
      Committee will record and maintain minutes of its meetings. The Chairman of
      the
      Committee or a Committee member designated by the Chairman will make a report
      to
      the Board of the Committee’s meetings, actions taken at meetings or by consent,
      and recommendations made since the most recent Board meeting, unless the
      Committee has previously circulated an interim report addressing the matter
      or
      matters.




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Committee
      meetings may be held in person or by telephone.


**IV.**
              **Responsibilities
                  and Duties**





To
      fulfill its responsibilities and duties the Committee shall:


***A.***
              ***General
                  Review***





1 .  Not
      less than annually review and assess the adequacy of and update, as necessary,
      this Charter as conditions dictate and recommend any proposed changes to the
      Board for approval.


***B.***
              ***Board
                  of Directors***




1.  Evaluate
      periodically the desirability of and recommend to the Board any changes in
      the
      size and composition of the Board.





2.  Select
      and evaluate Directors in accordance with the general and specific criteria
      set
      forth below.




a.)  **General
      Criteria** .
      Director selection should include at least enough independent Directors to
      satisfy the minimum number of independent Directors required to fill all Board
      and Board committee positions required to be filled by independent Directors,
      and such independent Directors should have appropriate skills, experience and
      other characteristics. Subject to the right of the Committee and the Board
      to
      decide otherwise when deemed appropriate, the Chief Executive Officer of the
      Company generally should be a director and, depending on the circumstances,
      certain other members of management, as well as certain individuals having
      relations with the Company that prevent them from being independent Directors,
      may be appropriate members of the Board. Each director should:




(i)
      Be an
      individual of the highest character and integrity and have an inquiring mind,
      vision, a willingness to ask hard questions and the ability to work well with
      others;





(ii)
      Be free of any conflict of interest that would violate any applicable law or
      regulation or interfere with the proper performance of the responsibilities
      of a
      director;





(iii)
      Be willing and able to devote sufficient time to the affairs of the Company
      and
      be diligent in fulfilling the responsibilities of a director and Board committee
      member (including, but not limited to, developing and maintaining sufficient
      knowledge of the Company and its industry or industries; reviewing and analyzing
      reports and other information important to the Board and committee
      responsibilities; preparing for, attending and participating in Board and
      committee meetings; and satisfying appropriate continuing education guidelines);
      and





(iv)
      Have the capacity and desire to represent the balanced, best interests of the
      stockholders as a whole and not primarily a special interest group or
      constituency.





b.)  **Specific
      Criteria** .
      In addition to the foregoing general criteria, the Committee shall develop,
      re-evaluate at least annually and modify, as appropriate, a set of specific
      criteria outlining the skills, experiences (whether in business or in other
      areas such as public service, academia or scientific communities), particular
      areas of expertise, specific backgrounds, and other characteristics that should
      be represented on the Board to enhance the effectiveness of the Board and Board
      committees.




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(i)These
      specific criteria should take into account any particular needs of the Company
      based on its business, size ownership, growth objectives, community, customers
      and other characteristics and will need to be adjusted and refocused as these
      Company characteristics change and evolve.





(ii)
      The Committee should prepare at least annually a list of any specific criteria
      so identified that are not adequately represented on the Board, including when
      practical, an indication of the most significant deficiencies that the Committee
      should give the highest priority to remedying by identifying and assisting
      in
      recruiting new director candidates possessing the missing criteria.





( iii)
      The advantages and disadvantages of having the former Chief Executive Officer
      of
      the Company serve on the Board should be decided based on the facts and
      circumstances in each individual instance. When the Chief Executive Officer
      resigns from that position, he/she should submit his/her resignation at the
      same
      time from the Board and, if applicable, from any Board committee permitting
      non-independent members and on which he/she serves. Whether the individual
      continues to serve on the Board and on any Board committee should be determined
      by the Board based on all relevant circumstances.





3.  Evaluate
      each new director candidate and each incumbent director before recommending
      that
      the Board nominate or re-nominate such individual for election or reelection
      (or
      that the Board elect such individual on an interim basis) as a director based
      on
      the extent to which such individual meets the general criteria above and will
      contribute significantly to satisfying the overall mix of specific criteria
      identified above and remedying any deficiencies therein.





Each
      annual decision to re-nominate incumbent Directors should be based on a careful
      consideration of each such individual’s contributions, including the value of
      his/her experience as a director of the Company, the availability of new
      director candidates who may offer unique contributions, and the Company’s
      changing needs.





4.  Diligently
      seek to identify potential director candidates who will strengthen the Board
      and
      remedy any perceived deficiencies in the specific criteria identified above.
      This should include establishing procedures for soliciting and reviewing
      potential nominees from Directors and stockholders and for advising those who
      suggest nominees of the outcome of such review.





The
      Committee shall have sole authority to retain and terminate any search firm
      used
      to identify director candidates and to approve any such search firm’s fees and
      other terms of retention.





5.  Submit
      to the Board the Candidates for director to be recommended by the Board for
      election at each annual meeting of stockholders and to be added to the Board
      at
      any other times due to Board expansions, director resignations or retirements
      or
      otherwise.





6.  Monitor
      performance of Directors based on the general criteria and the specific criteria
      applicable to each such director. If any serious problems are identified, work
      with such director to resolve such problems or, if necessary, seek such
      director’s resignation or recommend to the Board such person’s
      removal .




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7.  Develop
      and periodically evaluate initial orientation and/or continuing education
      guidelines for each member of the Board and each member of each Board committee
      regarding his/her responsibilities as a director generally and as a member
      of
      any applicable Board committee, and monitor and evaluate annually (and at any
      additional time a new member joins the Board or any Board committee) each
      director’s cooperation in fulfilling such guidelines. Such guidelines shall take
      into account all relevant background and any particular complexities relating
      to
      the Company’s businesses, financial statements or other characteristics. These
      guidelines may impose higher requirements for Directors who are members of
      certain Board Committees than for those who are not and may, in appropriate
      circumstances, impose higher or lower requirements for a particular director
      based on his/her background and/or occupation.





8.  Evaluate
      at least annually the performance, authority, operations, charter and
      composition of each standing or ad hoc Board committee (including any authority
      of a committee to delegate to a subcommittee) and the performance of each
      committee member and recommend changes considered appropriate in the authority,
      operations, charter, number or membership of each committee. If any serious
      problems are identified with a committee member, the Committee shall work with
      such person to resolve such problems or, if necessary, seek such person’s
      resignation or recommend to the Board such person’s removal from the applicable
      committee(s).





9.  Submit
      to the Board annually (and at any additional times that any committee members
      are to be selected) candidates for membership on each Board committee. The
      Committee will coordinate closely with the full Board as to selection of an
      Independent Director who will qualify to serve on the on the Audit Committee
      as
      a designated “audit committee financial expert.”


***C.***
              ***Evaluation
                  of and Successor Planning for Chief Executive Officer and Other
                  Executive
                  Officers***





1.  Assist
      the Board in evaluating the performance of and other factors relating to the
      retention of the Chief Executive officer. Assist the Board in overseeing the
      evaluation of the performance of other executive officers. It is recognized
      that, subject to oversight by the Board and this Committee and subject to the
      authority and responsibilities of the Compensation Committee, the Chief
      Executive Officer will have primary responsibility for evaluating the
      performance of the other executive officers .





2.  Develop,
      and periodically review and revise as appropriate, a management succession
      plan
      and related procedures. Consider and recommend to the Board candidates for
      successor to the Chief Executive Officer of the Company and, with appropriate
      consideration of the Chief Executive Officer’s recommendations, candidates for
      successors to other executive officers, in each case, when vacancies shall
      occur
      in those offices.


***D.***
              ***Corporate
                  Governance***




1.  Develop
      and recommend to the Board a Corporate Governance Policy and any changes
      therein, setting forth then corporate governance principals applicable to the
      Company.




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2.  Monitor
      and make recommendation to the Board on other matters of Board policies and
      practices relating to corporate governance.




3.  Review
      and make recommendations to the Board regarding proposals of stockholders that
      relate to corporate governance.


***E.***
              ***Other
                  Matters***




The
      Committee also shall undertake such additional activities within the scope
      of
      its primary functions as the Committee may from time to time
      determine.


**5.**
              **Additional
                  Resources**





The
      Committee will have the right to use reasonable amounts of time of the Company’s
      accounting personnel and the independent auditor, other internal staff and
      legal
      counsel and also will have the right to hire independent accounting experts,
      lawyers and other consultants and advisors to assist and advise the Committee
      in
      connection with its responsibilities. The Committee shall keep the Company’s
      accounting and management personnel advised as to the general range of
      anticipated expenses for outside consultants. Company will provide for
      appropriate funding, as determined by the Board, for payment of compensation
      to
      the independent auditors, experts, lawyers, consultants or advisors employed
      by
      the Committee .





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