EXHIBIT 3.1


AMENDED AND RESTATED


BY-LAWS


OF


SUNSI ENERGIES INC.




TABLE OF CONTENTS





ARTICLE ONE - OFFICES1.1
Registered Office
21.2
Other Offices
2ARTICLE TWO - MEETINGS OF STOCKHOLDERS2.1
Place
22.2
Annual Meetings
22.3
Special Meetings
22.4
Notices of Meetings
32.5
Purpose of meetings
32.6
Quorum
32.7
Voting
32.8
Share Voting
42.9
Proxy
42.10
Written Consent Lieu of Meeting
42.11
Voting Stockholders
4ARTICLE THREE - DIRECTORS3.1
Powers
43.2
Number of Directors
53.3
Vacancies
5ARTICLE FOUR - MEETINGS OF BOARD OF DIRECTORS4.1
Place
54.2
First Meeting
54.3
Regular Meetings
64.4
Special Meetings
64.5
Notice
64.6
Waiver
64.7
Quorum
64.8
Adjournment
74.9
Written Consent
7ARTICLE FIVE - COMMITTEES OF DIRECTORS5.1
Power to Designate
75.2
Regular Minutes
7










ARTICLE SIX - COMPENSATION OF DIRECTORS6.1
Compensation
8ARTICLE SEVEN - NOTICES7.1
Notice
87.2
Consent
87.3
Waiver of notice
8ARTICLE EIGHT - OFFICERS8.1
Appointment of Officers
98.2
Time of Appointment
98.3
Additional Officers
98.4
Salaries
98.5
Vacancies
98.6
Chairman of the Board of Directors
98.7
Vice-Chairman
98.8
President
108.9
Vice-President
108.10
Secretary
108.11
Assistant Secretaries
108.12
Treasurer
108.13
Surety
118.14
Assistant Treasurer
11ARTICLE NINE - CERTIFICATES OF STOCK9.1
Share Certificates
119.2
Transfer Agents
119.3
Lost or Stolen Certificates
129.4
Transfers
129.5
Stockholders Records
12ARTICLE TEN - GENERAL PROVISIONS10.1
Dividends
1210.2
Reserves
1210.3
Checks
1310.4
Fiscal Year
1310.5
Corporate Seal
13ARTICLE ELEVEN - INDEMNIFICATIONARTICLE TWELVE – AMENDMENTS12.1
By Stockholder
1412.2
By Board of Directors
14





AMENDED AND RESTATED


BY-LAWS




OF




SUNSI ENERGIES INC.


A NEVADA CORPORATION (the “Corporation”)




ARTICLE 1
 OFFICES




Section 1.1                      Principal and Registered Office






The registered office of the Corporation is hereby fixed and located at 318 North Carson Street, Suite 208, Carson City, Nevada, 89701.




Section 1.2                      Other Offices






The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.




ARTICLE 2


MEETINGS OF STOCKHOLDERS




Section 2.1                      Place






All annual meetings of stockholders shall be held at the registered office of the Corporation or at such other place, within or without the State of Nevada, as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.




Section 2.2                      Annual Meetings






Annual meetings of the stockholders shall be held at such time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.




Section 2.3                      Special Meetings






Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary, by resolution of the Board of Directors or at the request in writing of stockholders owning at least ten percent of the capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state that purpose of the purposed meeting.




2





Section 2.4                      Notices of Meetings






Notices of meetings shall be in writing and signed by the President or a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without
this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his, or her address, as the case may be, as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the
notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited-liability company managed by its members, to any manager of a limited-liability company managed by managers, to any general partner of a partnership or to any trustee of a trust shall constitute delivery of such notice to the corporation, association, limited-liability company,
partnership or trust. Notice delivered or mailed to a stockholder in accordance with the provisions of this section is sufficient, and in the event of the transfer of his, her, or its, as the case may be, stock after such delivery or mailing and before the holding of the meeting, it is not necessary to deliver or mail notice of the meeting to the transferee.




Section 2.5                      Purpose of Meetings






Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.




Section 2.6                      Quorum






The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum
shall not be present, or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.




Section 2.7                      Voting






When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person, or represented by proxy, shall be sufficient to elect directors or to decide any questions brought before such meeting, unless the question is one upon which by express provision of the statutes
or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.




3





Section 2.8                      Share Voting






Each stockholder of record of the Corporation shall be entitled at each meeting of stockholders to one (1) vote for each share of stock standing in his, her, or its name, as the case may be, on the books of the Corporation. Upon demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall
be by ballot.




Section 2.9                      Proxy






At the meeting of the stockholders any stockholder may be presented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one (1) shall be present,
then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy, or power of attorney, to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance, or rejection, of votes shall
be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.




Section 2.10                    Written Consent in Lieu of Meeting






Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of the stockholders holding a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of the voting power to authorize
such action in which case such greater proportion of written consents shall be required.




Section 2.11                    Voting Stockholders






The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or
a date in connection with obtaining the consent of stockholders for any purpose, as a record date for determination of the stockholders entitled to receive notice of any such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.




ARTICLE 3


DIRECTORS




Section 3.1                      Powers






The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the stockholders.




4





Section 3.2                      Number and Qualification of Directors






The number of directors which shall constitute the whole Board of Directors shall be not less than one (1) and not more than ten (10). The number of directors may from time to time be increased, or decreased, to not less than one (1) nor more than fifteen (15) by action of the Board of Directors. The directors shall be elected at the
annual meeting of the stockholders and, except as provided in Section 3.3 of this Article, each director elected shall hold office until his, or her, as the case may be, successor is elected and qualified. Directors need not be stockholders.




Section 3.3                      Vacancies






The Board of Directors may elect a director or directors at any time to fill any vacancy or vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at
an annual or a special meeting of the stockholders.




A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected, to elect the full authorized
number of directors to be voted for at that meeting,




If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors shall have power to elect a successor to take office when the resignation is to become effective.




No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his, or her, as the case may be, term of office.




ARTICLE 4


MEETINGS OF THE BOARD OF DIRECTORS




Section 4.1                      Place






Regular meetings of the Board of Directors shall be held at any place within, or without the State of Nevada, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the absence of such designation, regular meetings shall be held at the principal
business office of the Corporation. Special meetings of the Board of Directors may be held either at a place so designated, or at the principal business office of the Corporation.




Section 4.2                      First Meeting






The first meeting of each newly elected Board of Directors shall be immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.




5





Section 4.3                      Regular Meetings






Regular meetings of the Board of Directors may be held without call, or notice, at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.




Section 4.4                      Special Meetings






Special Meetings of the Board of Directors may be called by the Chairman or the President or by any Vice-President or by any two directors.




Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by some form of electronic means, including e-mail or facsimile, or by mail or by other form of written communication, charges prepaid, addressed to his, or her, address, as the case may be, as it is shown
upon the records or if not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered or sent to each director by some form of electronic means as above provided, it shall be so delivered at least twenty-for (24) hours prior to the
time of holding of the meeting. Such mailing, telegraphing or delivery by electronic means as above provided shall be due, legal and personal notice to such director.




Section 4.5                      Notice






Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.




Section 4.6                      Waiver of Notice






The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent
to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.




Section 4.7                      Quorum






A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board
of Directors, unless a greater number is required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board of Directors shall be as valid and effective in all respects as if passed by the Board of Directors in a regular meeting.




6





Section 4.8                      Adjournment






A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of
Directors.




Section 4.9                      Written Consent






Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of
the Board of Directors or committee.




ARTICLE 5


COMMITTEES OF DIRECTORS




Section 5.1                      Power to Designate






The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one (1) or more committees of the Board of Directors, each committee to consist of one (1) or more of the directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the
Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committees shall have such name, or names, as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members, or alternate members, shall constitute a quorum for the transaction of business, and the act of a majority of the members, or alternate members, at any meeting at which there is a quorum shall be the act of the committee.




Section 5.2                      Regular Minutes






The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.




7




ARTICLE 6


COMPENSATION OF DIRECTORS




Section 6.1                      Compensation






If determined by the Board of Directors, the directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or a stated salary, as director. If determined by the Board of Directors, no such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation therefore. If determined by the Board of Directors, members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.




ARTICLE 7


NOTICES




Section 7.1                      Notice






Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors, or stockholders, as the case may be, at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by
telegram, or any form of electronic means, including e-mail and facsimile.




Section 7.2                      Consent






Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings
of such meetings shall be as valid as if they had occurred at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such a meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity of
defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.




Section 7.3                      Waiver of Notice






Whenever any notice whatsoever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these By-laws, a waiver thereof in writing, signed by the person or persons, officer of a corporation or association, member of a limited-liability company, manager of a limited-liability company, general
partner of a partnership or a trustee, entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.




8





ARTICLE 8


OFFICERS




Section 8.1                      Appointment of Officers






The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. Any person may hold two (2) or more offices.




Section 8.2                  Time of Appointment






The Board of Directors, at its first meeting and after each annual meeting of stockholders, shall choose a Chairman of the Board of Directors who shall be a director, and shall choose a President, a Secretary and a Treasurer, none of whom need be a director.




Section 8.3                      Additional Officers






The Board of Directors may appoint a Vice-Chairman of the Board of Directors, Vice - Presidents and one (1) or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.




Section 8.4                      Salaries






The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors.




Section 8.5                      Vacancies






The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.




Section 8.6                      Chairman of the Board of Directors






The Chairman of the Board of Directors shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.




Section 8.7                      Vice-Chairman






The Vice-Chairman shall, in the absence or disability of the Chairman of the Board of Directors, perform the duties and exercise the powers of the Chairman of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time prescribe.




9





Section 8.8                      President






The President shall be the chief executive officer of the Corporation and shall have active management of the business of the Corporation. He shall execute on behalf of the Corporation all instruments requiring such execution, except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors
to some other officer or agent of the Corporation.




Section 8.9                      Vice-President






The Vice-President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of
Directors may designate one (1) or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descent to the Vice-Presidents in such specified order of seniority.




Section 8.10                    Secretary






The Secretary shall act under the direction of the President. Subject to the direction of the President, he or she, as the case may be, shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He or she, as the case may be, shall perform like duties for the standing committees
when required. He or she, as the case may be, shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the president or the Board of Directors.




Section 8.11                    Assistant Secretaries






The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform such other duties and exercise the powers of the Secretary. They shall perform such other duties
and have such other powers as the President or the Board of Directors may from time to time prescribe.




Section 8.12                    Treasurer






The Treasurer shall act under the direction of the President. Subject to the direction of the President, he or she, as the case may be, shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and
other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she, as the case may be, shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.




10





Section 8.13                    Surety






If required by the Board of Directors, he or she, as the case may be, shall give the Corporation a bond in such sum surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her, as the case may be, office and for the restoration to the Corporation, in case of his or her,
as the case may be, death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her, as the case may be, possession or under his or her, as the case may be, control belonging to the Corporation.




Section 8.14                    Assistant Treasurer






The Assistant Treasurer, in the order of their seniority, unless otherwise determined by the President, or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board
of Directors may from time to time prescribe.




ARTICLE 9


CERTIFICATE OF STOCK






Section 9.1                      Share Certificates






Every stockholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary of the Corporation, certifying the number of shares owned by him, her or it, as the case may be, in the Corporation. If the Corporation shall be authorized to issue more than
one (1) class of stock or more than one (1) series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of certificate which the Corporation shall issue to represent such stock.




Section 9.2                      Transfer Agents






If a Certificate is signed by (i) a transfer agent other than the Corporation or its employees, or (ii) a registrar other than the Corporation or its employees, the signatures of the officers of the Corporation may be facsimiles. In case of officers who have signed or whose facsimile signature has been placed upon a certificate, shall
cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.




11





Section 9.3                      Lost or Stolen Certificates






The Board of Directors may direct a new certificate or certificates, be issued in place of any certificate, or certificates, theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit to that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate, or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate, or certificates, as his, her or its, as the case may be, legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.




Section 9.4                      Transfer of Shares






Transfers of shares of capital stock on the books of the Corporation may be authorized only by the stockholder named in the certificate, or by the stockholder’s legal representative, or duly authorized attorney-in-fact, and upon surrender for cancellation of the certificate or certificates for such shares. The stockholder in whose
name capital stock stands on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, that when any transfer of shares be made as collateral security, and not absolutely, such facts, if known to the secretary of the Corporation, or to the transfer agent, shall be so expressed in the entry of transfer.




Section 9.5                      Stockholder Records






The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.




ARTICLE 10


GENERAL PROVISIONS




Section 10.1                    Dividends






Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles
of Incorporation.




Section 10.2                    Reserves






Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of
the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.




12





Section 10.3                    Checks






All checks or demands for money and notes of the Corporation shall be signed by such officer or officers, or such other person or persons as the Board of Directors may from time to time designate.




Section 10.4                    Fiscal Year






The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.




Section 10.5                    Corporate Seal






The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the word “Corporate Seal” and “Nevada”. The seal may be used by causing it, or a
facsimile thereof, to be impressed or affixed, or in any manner reproduced.




ARTICLE 11


INDEMNIFICATION




Every person who was, or is a party, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, as the case may be, or a person of whom he or she, as the case may be, is the legal representative, is or was a
director of officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she, as the case may be, is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have, or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any By-law, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.




The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is, or was, a director or officer of the Corporation, or, is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust
or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.




13





The Board of Directors may from time to time adopt further By-laws with respect to indemnification and may amend these and such By-laws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.




ARTICLE 12


AMENDMENTS






Section 12.1                    By Stockholders






The By-laws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.




Section 12.2                    By Board of Directors






The Board of Directors, by a majority vote of the whole Board of Directors, at any meeting may amend these By-laws, including By-laws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the By-laws which shall not be amended by the Board of Directors.




APPROVED AND ADOPTED August 27, 2009.






/s/ Michel G. LaporteMichel G. Laporte










Certificate of Secretary




The undersigned does hereby certify that the undersigned is the Secretary of SunSi Energies Inc., a Nevada corporation (the “Company”); that the above and foregoing Amended and Restated By-laws of the Company were adopted by the Board of Directors of the Company by unanimous written consent effective the 27th Day of August,
2009, and that the above and foregoing Amended and Restated By-laws are now in full force and effect.




DATED: August 27, 2009
/s/ Richard St-JulienRichard St-Julien Secretary




14