**Exhibit 1.2**

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**BY-LAW NO. 4****(asamended on March 7, 2008)********A by-law relating generally to thetransaction of the business and affairs ofHYDROGENICS CORPORATION —CORPORATION HYDROGÉNIQUE**

 

**(the “Corporation”)**

 

**ARTICLE 1INTERPRETATION**

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1.01                           **Definitions.** In this by-law and all other by-laws and resolutions of the Corporation,unless the context otherwise requires:

 

(a)                                The following terms shall have themeanings specified:

 

(i)                                       “Act” means the *Canada BusinessCorporations Act* or any statute which may be substituted therefor,as amended from time to time;

 

(ii)                                    “articles” means the original or restatedarticles of incorporation, articles of amendment, articles of amalgamation,articles of continuance, articles of arrangement, articles of dissolution,articles of reorganization or articles of revival of the Corporation and anyamendments thereto;

 

(iii)                                 “board” means the board of directors of theCorporation;

 

(iv)                                “director” means a member of the board;

 

(v)                                   “electronic” means by facsimile,electronic mail, transmission of data or information through computer networks,any similar means or any other prescribed means; and

 

(vi)                                “meeting of shareholders” means an annualmeeting of shareholders of the Corporation, or a special meeting ofshareholders of the Corporation, or both, and includes a meeting of any classor series of any class of shareholders of the Corporation;

 

(b)                                 Terms used herein that are defined in theAct shall have the meanings given to those terms in the Act; and

 

(c)                                  Words importing the masculine gendershall include the feminine and neuter genders, and words importing the singularnumber shall include the plural number, and vice versa.

 

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**ARTICLE 2DIRECTORS**

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2.01                           **Number of Directors and Quorum.** Until changed in accordance with the Act, the board shall consist ofsuch number of directors as set out in the articles of the Corporation or asthe board may from time to time determine. A majority of the directors shall constitute a quorum for thetransaction of business.  Notwithstandingvacancies, a quorum of directors may exercise all the powers of the board.

 

2.02                           **Election and Term. **Directors shall be elected by the shareholders at eachannual meeting of shareholders to hold office until the next annual meeting ofshareholders or until their respective successors are elected orappointed.  The number of directors to beelected at any such meeting shall be that number most recently determined bythe board.  At any annual meeting ofshareholders every retiring director shall, if qualified, be eligible forre-election.

 

2.03                           **Qualification.** At least that number of directors as required by the Act shall beresident Canadian and at least that number of directors as required by the Actshall not be officers or employees of the Corporation or its affiliates.

 

2.04                           **Places of Meetings**. Meetings of the board may be held at any place within or outside Canada.

 

2.05                           **Calling of Meetings.** Meetings of the board shall be held from time to time at such place, onsuch day and at such time as the board, the chairman of the board, thepresident or any two directors may determine.

 

2.06                           **Notice.** Notice of the time and place of each meeting of the board shall be givento each director at least forty-eight (48) hours before the meeting by anymeans including telephone, facsimile or electronic means.  A notice of meeting of the board need notspecify the business to be transacted at the meeting except as may be requiredby the Act.  The accidental failure togive notice of a meeting of the board to a director or any error in such noticenot affecting the substance thereof shall not invalidate any action taken atthe meeting.  A meeting of the board maybe held without notice immediately following any annual meeting ofshareholders.  An individual need not begiven notice of the meeting at which that individual is appointed by the otherdirectors to fill a vacancy on the board if that individual is present at thatmeeting.

 

2.07                           **Votes to Govern.** At all meetings of the board any question shall be decided by a majorityof the votes cast on the question and, in the case of an equality of votes, thechairman of the meeting shall not be entitled to a second or casting vote.

 

2.08                           **Chairman and Secretary.** The chairman of the board shall be chairman of any meeting of theboard.  If the chairman of the board isnot present, the directors present shall choose one of their number to bechairman.  The secretary of theCorporation shall act as secretary at any meeting of the board and, if thesecretary of the Corporation be absent, the chairman of the meeting shallappoint a person who need not be a director to act as secretary of the meeting.

 

2.09                           **Meetings by Telephone orElectronic Means.**  Wherever permitted by the Act, meetings ofdirectors may be held by telephone or electronic means or by means of suchother 

 

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communications facilities as shall permit all personsparticipating in the meeting to communicate adequately, and a directorparticipating in a meeting of directors by such means shall be deemed to bepresent at the meeting.

 

**ARTICLE 3COMMITTEES**

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3.01                           **Audit Committee**. The directors shall appoint from among their number an audit committeeto be composed of not fewer than three directors, of whom a majority shall notbe officers or employees of the Corporation or any affiliate of theCorporation.  The audit committee shallhave the functions prescribed by the board of directors.

 

3.02                           **Other Committees.** The board may elect or appoint additional committees composed ofdirectors or such other persons which may exercise such powers as, subject toany limitations prescribed by the Act, the board may delegate to them and shallhave such other functions as the board may determine.

 

3.03                           **Committee Procedure.** Subject to the Act and any restrictions imposed by the board, eachcommittee shall have the power to fix its quorum to elect its chairman and toregulate its procedure.

 

**ARTICLE 4OFFICERS**

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4.01                           **Appointment of Officers.** The board may from time to time appoint a chairman of the board, apresident, one or more vice-presidents, a secretary, a treasurer and such otherofficers as the board may determine, including one or more assistants to any ofthe officers so appointed.

 

4.02                           **Term of Office.** Every officer shall hold office during the pleasure of the board.

 

**ARTICLE 5MEETINGS OF SHAREHOLDERS**

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5.01                           **Annual and Special Meetings.** The board shall call an annual meeting of shareholders not later than 15months after the holding of the last preceding annual meeting.  The board may at any time call a specialmeeting of shareholders.  Meetings ofshareholders shall be held at such place within or outside Canada as the boardmay determine.

 

5.02                           **Notice of Meetings.** Notice in writing of the time and place of each meeting of shareholdersshall be given not less than twenty-one (21) days nor more than fifty (50) daysbefore the meeting to each shareholder entitled to vote at the meeting, to eachdirector and to the auditor of the Corporation. The accidental failure to give notice of a meeting of shareholders toany person entitled thereto or any error in such notice not affecting thesubstance thereof shall not invalidate any action taken at the meeting.

 

5.03                           **Persons Entitled to be Present.** The only persons entitled to attend a meeting of shareholders shall bethose persons entitled to vote thereat, the directors, the auditor of theCorporation and any other persons who, although not entitled to vote at themeeting, are entitled 

 

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or required under any provision of the Act, thearticles or any by-law of the Corporation to attend the meeting.  Any other persons may be admitted in themeeting only on the invitation of the chairman of the meeting or with the consentof the meeting.

 

5.04                           **Quorum.**  Aquorum for the transaction of business at any meeting of shareholders shall betwo persons present in person or represented by proxy holding in the aggregatenot less than 25% of the outstanding shares of the Corporation entitled to voteat the meeting.

 

5.05                           **Chairman, Secretary andScrutineers.**  The chairman of the board or, in the absenceof the chairman, a director designated by the board shall act as chairman ateach meeting of shareholders.  Thesecretary of the Corporation, or in the absence of the secretary, such otherperson as the chairman of the meeting may appoint, shall act as secretary ofthe meeting.  At any meeting ofshareholders, the chairman of the meeting may appoint one or more persons, whomay but need not be shareholders, to serve as scrutineers with such duties asthe chairman may prescribe.

 

5.06                           **Voting**. Any question at a meeting of shareholders shall be decided by a show ofhands unless a ballot thereon is required or demanded as hereinafterprovided.  Upon a show of hands everyperson who is present and entitled to vote thereon shall have one vote.  Whenever a vote by show of hands shall havebeen taken upon a question, unless a ballot thereon is so required or demanded,a declaration by the chairman of the meeting that the vote upon the questionhas been carried or carried by a particular majority or not carried and anentry to that effect in the minutes of the meeting shall be *prima facie* evidence of the fact without proof of the numberor proportion of the votes recorded in favour of or against any resolution orother proceeding in respect of the said question, and the result of the vote sotaken shall be the decision of the shareholders upon the said question.

 

5.07                           **Ballots.** On any question proposed for consideration at a meeting of shareholders,regardless of the manner of voting, the chairman may require, or anyshareholder or proxyholder entitled to vote at the meeting may demand, aballot.  A ballot so required or demandedshall be taken in such manner as the chairman shall direct.  A requirement or demand for a ballot may bewithdrawn at any time prior to the taking of the ballot.  If a ballot is taken, each person presentshall be entitled, in respect of the shares which each person is entitled tovote at the meeting upon the question, to that number of votes provided by theAct or the articles, and the result of the ballot so taken shall be thedecision of the shareholders upon the said question.

 

**ARTICLE 6PAYMENTS**

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6.01                           **Cheques.** Any amount payable in cash to shareholders (including dividends payablein cash) shall be paid by cheque drawn on the Corporation’s bankers or one ofthem to the order of each registered holder of shares of the class or series inrespect of which such amount is to be paid and mailed by prepaid ordinary mailto such registered holder at such holder’s address recorded in theCorporation’s securities register, unless in each case such holder otherwisedirects.  In the case of joint holdersthe cheque shall, unless such joint holders otherwise direct, be made payableto the order of all of such joint holders and mailed to them at their addressrecorded in the securities register of the Corporation.  In the case of the payment of a dividend, 

 

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the mailing of such cheque as aforesaid, unless thesame is not paid on due presentation, shall satisfy and discharge the liabilityfor the dividend to the extent of the sum represented thereby plus the amountof any tax which the Corporation is required to and does withhold.

 

6.02                           **Non-receipt of Cheques.** In the event of non-receipt of any cheque by the person to whom it issent, the Corporation shall issue to such person a replacement cheque for alike amount on such terms as to indemnity, reimbursement of expenses andevidence of non-receipt and of title as the board may from time to timeprescribe, whether generally or in any particular case.

 

6.03                           **Unclaimed Dividends.** Any dividend unclaimed after a period of six (6) years from thedate on which the same has been declared to be payable shall be forfeited andshall revert to the Corporation.

 

6.04                           **Currency of Dividends.** Dividends or other distributions payable in cash may be paid toshareholders in any denomination.  Theboard may declare dividends or other distributions in any currency and makesuch provisions as it deems advisable for the payment of such dividends orother distributions.

 

**ARTICLE 7EXECUTION OF INSTRUMENTS**

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7.01                           **General.** Contracts, documents or other instruments requiring execution by theCorporation may be signed by any one director or officer.  The board may appoint any other person orpersons to sign instruments generally or specific instruments.  Where appropriate, such instruments may beexecuted under the corporate seal.

 

7.02                           **Execution in Counterpart or byElectronic Means.**  Any notice, resolution, by-law, requisition,statement or other documents may be executed by facsimile or other electronicmeans and in several documents of like form, each of which is executed by oneor more persons, and such documents when duly executed by all persons requiredor permitted, as the case may be, to do so, shall be deemed to constitute onedocuments for the purposes of the Act.

 

7.03                           **Authority to Act for theCorporation.**  By way of supplement to Article 7.01,any director or officer is authorized, for and on behalf of the Corporation, tomake, enter into, execute and deliver powers of attorney appointing agents toact on behalf of the Corporation, on such terms and conditions as they see fit,in connection with the incorporation and other matters relating to subsidiariesof the Corporation located outside of Canada.

 

**ARTICLE 8BORROWING**

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8.01                           **Borrowing.** Without limit to the powers of the board as provided in the Act, theboard may from time to time on behalf of the Corporation:

 

(a)                                  borrow money upon credit of theCorporation;

 

(b)                                 issue, reissue, sell or pledge debtobligations of the Corporation;

 

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(c)                                  to the extent permitted by the Act, give,directly or indirectly, financial assistance to any person by means of a loan,a guarantee to secure the performance of an obligation or otherwise;

 

(d)                                 mortgage, hypothecate, pledge orotherwise create a security interest in all or any property of the Corporation,owned or subsequently acquired, to secure any obligation of the Corporation;and

 

(e)                                  delegate to one or more directors orofficers all or any of the powers conferred by the foregoing provisions to suchextent and in such manner as the board shall determine at the time of suchdelegation.

 

**ARTICLE 9PROTECTION OF DIRECTORS AND OFFICERS**

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9.01                           **Transactions with theCorporation.**  Except as provided by the Act and subject to Article 9.02,no director or officer shall be disqualified, by virtue of being a director or officerof the Corporation, from entering into, or from being concerned or interestedin any manner in, any contract, transaction or arrangement made or proposed tobe made with the Corporation or any body corporate in which the Corporation isinterested and no such contract, transaction or arrangement shall be void orvoidable for any such reason.  Nodirector or officer shall be liable to account to the Corporation for anyprofit arising from any such office or realized in respect of any suchcontract, transaction or arrangement.

 

9.02                           **Conflict of Interest.** Subject to and in accordance with the provisions of this Act, a directoror officer of the Corporation is a party to a material contract or transactionor proposed material contract or transaction with the Corporation, or is adirector or an officer of or has a material interest in any person who is aparty to a material contract or transaction or proposed material contract ortransaction with the Corporation, shall disclose in writing to the Corporationor request to have entered in the minutes of meetings of directors the natureand extent of such director or officer’s interest, and any such director shallrefrain from voting in respect thereof unless otherwise permitted by the Act.

 

9.03                           **Limitation of Liability.** All directors and officers of the Corporation in exercising their powersand discharging their duties shall act honestly and in good faith with a viewto the best interests of the Corporation and exercise the care, diligence andskill that a reasonably prudent person would exercise in comparablecircumstances.  Subject to the foregoing,no director or officer shall be liable for the acts, omissions, failures,neglects or defaults of any other director, officer or employee, or for anyloss, damage or expense happening to the Corporation through the insufficiencyor deficiency of title to any property acquired for or on behalf of theCorporation, or for the insufficiency or deficiency of any security in or uponwhich any of the moneys of the Corporation shall be invested, or for any lossor damage arising from the bankruptcy, insolvency or tortious acts of anyperson with whom any of the moneys, securities or effects of the Corporationshall be deposited, or for any loss occasioned by any error of judgment oroversight on the part of such director or officer, or for any other loss,damage or misfortune which shall happen in the execution of the duties ofoffice or in relation thereto; provided that 

 

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nothing herein shall relieve any director or officerfrom the duty to act in accordance with the Act and the regulations thereunderor from liability for any breach thereof.

 

9.04                           **Indemnity of Directors andOfficers.**  Subject to the limitations contained in theAct but without limit to the right of the Corporation to indemnify any personunder the Act or otherwise, to the full extent permitted by the Act, theCorporation shall indemnify a director or officer of the Corporation, a formerdirector or officer of the Corporation or a person who acts or acted at theCorporation’s request as a director or officer of a body corporate of which theCorporation is or was a shareholder or creditor (or a person who undertakes orhas undertaken any liability on behalf of the Corporation or at theCorporation’s request on behalf of any such body corporate), and such directoror officer’s heirs and legal representatives, against all costs, charges andexpenses, including an amount paid to settle an action or satisfy a judgment,reasonably incurred by such director or officer in respect of any civil,criminal or administrative action or proceeding to which such director orofficer is made a party by reason of being or having been a director or officerof such Corporation or body corporate (or by reason of having undertaken suchliability); and the Corporation shall with the approval of a court indemnify aperson in respect of an action by or on behalf of the Corporation or bodycorporate to produce a judgment in its favour, to which such person is made aparty by reason of being or having been a director or an officer of theCorporation or body corporate, against all costs, charges and expensesreasonably incurred by such director or officer in connection with such actionif in each case such director or officer:

 

(a)                                  acted honestly and in good faith with aview to the best interests of the Corporation; and

 

(b)                                 in the case of a criminal oradministrative action or proceeding that is enforced by a monetary penalty, hadreasonable grounds for believing that his or her conduct was lawful.

 

Notwithstanding the foregoing, the Corporationshall, without requiring the approval of a court, indemnify any person referredto above, in respect of an action by or on behalf of the Corporation or bodycorporate to procure a judgment in its favour who has been substantiallysuccessful on the merits in the defence of any civil, criminal oradministrative action or proceeding to which such person is made a party byreason of being or having been a director or officer of the Corporation or bodycorporate, against all costs, charges and expenses reasonably incurred by suchperson in respect of such action or proceeding, provided that such person hassatisfied the appropriate conditions referred to in (a) and (b) above.

 

9.05                           **Insurance.** Subject to the limitations contained in the Act, the Corporation maypurchase and maintain insurance for the benefit of any person referred to in Article 9.03as the board may from time to time determine.

 

9.06                           **Indemnities Not Limiting.** The provisions of this Article 9 shall be in addition to and not insubstitution for any rights, immunities and protections to which any personreferred to in Article 9.03 is otherwise entitled.

 

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**ARTICLE 10GENERAL**

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10.01                     **Corporate Seal. **The Corporation may have one or moredifferent corporate seals, which seals may be adopted or changed from time totime by the board, on which the name of the Corporation may appear in one ormore language forms as set out in its articles.

 

10.02                     **Financial Year.**  Until changed by the board, thefinancial year of the Corporation shall end on December 31 of each year.

 

**ARTICLE 11REPEAL**

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11.01                     **Repeal. **Upon this by-law coming into force, eachof By-Law No. 1, 2 and 3 of the Corporation are repealed. However, suchrepeal shall not affect the previous operation of such by-laws or affect thevalidity of any act done or right, privilege, obligation or liability acquiredor incurred under the validity of any contract or agreement made pursuant tosuch by-laws prior to their repeal. All officers and persons acting under suchrepealed by-laws shall continue to act as if appointed under the provisions ofthis by-law and all resolutions of the shareholders or board with continuingeffect passed under such repealed by-laws shall continue good and valid, untilamended or repealed, except to the extent inconsistent with this by-law.

 

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