RESTATED AND AMENDED BYLAWS OF POWIN CORPORATION






RESTATED AND AMENDED BYLAWS OF

POWIN CORPORATION

(A NEVADA CORPORATION)



TABLE OF CONTENTS

Page

ARTICLE I.  OFFICES

ARTICLE II.  MEETINGS OF STOCKHOLDERS

ARTICLE III.  DIRECTORS

ARTICLE IV.  NOTICES

ARTICLE V.  OFFICERS

ARTICLE VI.  CERTIFICATE OF STOCK

ARTICLE VII.  GENERAL PROVISIONS

ARTICLE VIII.  AMENDMENTS

ARTICLE IX.  LOANS TO OFFICERS




RESTATED AND AMENDED BYLAWS OF

POWIN CORPORATION

These Restated and Amended Bylaws (this “Agreement”) of Powin Corporation (the “Company”), supersede and replace in its entirety any previous agreement or understanding, written or otherwise, relating to the subject matter of this Agreement.

ARTICLE I
OFFICES


                                                                                                                                                                                                                                                                                                                                                                                                                                               

     1.1     The registered office shall be located at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     1.2     The corporation (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 II
MEETINGS OF STOCKHOLDERS


                                                                                                                                                                                                                                                                                                                                                                                                                                                

      2.1     The annual  meeting of the stockholders for the election of Directors shall be held in the State of Oregon, at the Company’s registered office or such other place as may be fixed from time to time by the Board of Directors.  Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Oregon, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     2.2     Annual meetings of stockholders shall be held on the third Wednesday in June at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.  Should the day so designated fall on a legal holiday then the meeting shall be held on the first business day thereafter.   At each annual meeting, the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. By election of the Board of Directors, the date and location of the annual meeting may be changed for convenience and notice of the updated date and location of the meeting shall be given to the shareholders.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     2.3     Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      2.4      The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the







meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     2.5     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 and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least ten percent (10%) in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     2.6     Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      2.7     Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice, but may be expanded to include other purposes by the unanimous consent of a quorum of the stockholders present at such special meeting.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     2.8      Cumulative voting shall not be permitted in the election of directors.  Directors shall be elected by plurality vote.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     2.9       The holders of a majority of the 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 that might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

       2.10       When a quorum is present 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 decide any question 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.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     2.11      Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after one year from its date, unless the proxy provides for a longer period.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     2.12     Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be



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necessary to authorize or take such action at a meeting at which all shares entitled to vote ▇▇▇▇▇▇▇ were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS


                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.1     The number of Directors that shall constitute the whole Board of Directors shall consist of at least three member but may total a maximum of nine, or may  be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each Director elected shall hold office until his successor is elected and qualified.  Directors need not be stockholders.   At each meeting of the Board of Directors, each Director is to have one vote.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.2     Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.  Any Director so chosen shall hold office until the next annual election and until his or her successor is duly elected and shall qualify, unless sooner displaced.  If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created Directorship, the Directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such Directors, summarily order an election to be held to fill any such vacancies or newly created Directorships, or to replace the Directors chosen by the Directors then in office.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.3   The business of the Corporation shall be managed by or under the direction of 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 bylaws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.4     The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Oregon.  A Director need not be a resident of the State of Oregon and need not be a stockholder of the Corporation.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.5      The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, 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, or as shall be specified in a written waiver signed by all of the Directors.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

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



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     3.7     Special meetings of the Board of Directors may be called by the president of the Corporation on two (2) days’ notice to each Director by mail or forty-eight (48) hours notice to each Director either personally or by telegram; special meetings shall be called by the president or secretary of the Corporation in like manner and on like notice on the written request of two (2) Directors unless the Board of Directors consists of only one Director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole Director.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.8     At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.9     Unless otherwise restricted by the Articles of Incorporation or these bylaws, 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 all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.10     Unless otherwise restricted by the Articles of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

                                                                                                                                                                                                                                                                                                                                                                                                                                                

      3.11     The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors or these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters:  (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Revised Business Corporation Act of Nevada, as in effect from time to time, to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.12     Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.



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COMPENSATION OF DIRECTORS

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     3.13     Unless otherwise restricted by the Articles of Incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of Directors.  The Directors may be paid their expenses, if any, 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.  No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      3.14      Unless otherwise restricted by the Articles of Incorporation or these bylaws, any Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of Directors; provided, however, that the initial Directors appointed pursuant to the Corporation’s organizational resolutions may be removed, with or without cause, only by the holders of at least two-thirds of the shares entitled to vote at an elections of Directors.

ARTICLE IV
NOTICES


                                                                                                                                                                                                                                                                                                                                                                                                                                                

     4.1     Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, notice is required to be given to any Director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to Directors may also be given by facsimile.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

      4.2      Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Actual attendance by any person at any meeting will constitute a waiver by such person of any deficiency in the notice of such meeting.

ARTICLE V
OFFICERS


                                                                                                                                                                                                                                                                                                                                                                                                                                                

      5.1      The officers of the Corporation shall be chosen by the Board of Directors and shall be a president, a treasurer and a secretary.  The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman of the Board.  The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers.  Any number of offices may be held by the same person, unless the Articles of Incorporation or these bylaws otherwise provide.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      5.2      The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretary and may choose vice-presidents.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     5.3     The Board of Directors may appoint such other officers and agents as it shall deem necessary each of whom 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.



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

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.5      The officers of the Corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     5.6     The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present.  He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     5.7      In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present.  He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

THE CHIEF EXECUTIVE OFFICER

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.8      The Chief Executive Officer of the Company shall serve on the Board of Directors and shall be in charge of executive functions and is responsible for integrating company policy into the day-to-day operations of the Company and shall see that all orders and resolutions of the Board of Directors are carried into effect by the officers of the Company. The Chief Executive Officer may serve in the capacity of the Chairman of the Board of Directors (but this role is not required and shall be determined at the Board of Director’s discretion).

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      5.9     The Chief Executive Officer my execute bonds, mortgages, bank lines-of-credit and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

THE PRESIDENT AND VICE-PRESIDENTS

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     5.10     The president shall report to the chief executive officer of the Corporation; and in the absence of the Chairman and Vice Chairman of the Board he shall preside at all meetings of the stockholders and the Board of Directors; he shall have active management of the business of the Corporation.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      5.11     The president  my execute bonds, mortgages, bank lines-of-credit and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      5.12     In the absence of the president or in the event of his inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject



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to all the restrictions upon the president.  The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.13     The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  The secretary 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 Board of Directors or president, under whose supervision he shall be.  The secretary shall have custody of the corporate seal of the Corporation and the secretary , or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.14     The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.15     The treasurer shall have the 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 moneys 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.

                                                                                                                                                                                                                                                                                                                                                                                                                                             

     5.16     The treasurer  shall disburse the funds of the Corporation as may be ordered by 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.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.17     The treasurer shall execute bonds, mortgages, bank lines-of-credit and other contracts requiring a seal, of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.18     If required by the Board of Directors, the treasurer shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     5.19    The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act,



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perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.  

ARTICLE VI
CERTIFICATE OF STOCK


                                                                                                                                                                                                                                                                                                                                                                                                                                                

     6.1      Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise required by the Revised Business Corporation Act of Nevada, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     6.2    Any of or all the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall 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 he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     6.3     The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen 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, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to 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, stolen or destroyed.

TRANSFER OF STOCK

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     6.4      Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or



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authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     6.5     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     6.6     The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and 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 VII
GENERAL PROVISIONS

DIVIDENDS


                                                                                                                                                                                                                                                                                                                                                                                                                                               

     721     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.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     7.2    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 purposes 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.

CONTRACTS, LOANS, CHECKS and DEPOSITS

                                                                                                                                                                                                                                                                                                                                                                                                                                                

     7.3     The Board of Directors may authorize any officer, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance.



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     7.4     No officer shall execute any loans or other corporate indebtedness on behalf of the Corporation unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to a specific instance.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     7.5     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 and in such amount as the Board of Directors may from time to time authorize.

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     7.6     All funds and receipts of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may elect.

FISCAL YEAR

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      7.7      The fiscal year of the Corporation shall be the calendar year, endingDecember 31..

SEAL

                                                                                                                                                                                                                                                                                                                                                                                                                                               

     7.8     The Board of Directors may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Nevada.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      7.9     The Corporation shall, to the fullest extent authorized under the laws of the State of Nevada, as those laws may be amended and supplemented from time to time, indemnify any Director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a Director of the Corporation or a predecessor Corporation or, at the Corporation’s request, a Director or officer of another Corporation; provided, however, that the Corporation shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Board of Directors of the Corporation.  The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested Directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a Director, and (iii) inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person.

Expenses incurred by a Director of the Corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a Director of the Corporation (or was serving at the Corporation’s request as a Director or officer of another Corporation) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by relevant sections of the Revised Business Corporation Act of Nevada.  Notwithstanding the foregoing, the Corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the Corporation and approved by a majority of the Board of Directors of the Corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in



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violation of such agent’s fiduciary or contractual obligations to the Corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the Corporation or its stockholders.

The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the Corporation and each Director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its discretion shall have power on behalf of the Corporation to indemnify any person, other than a Director, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an officer or employee of the Corporation.

ARTICLE VIII
AMENDMENTS


                                                                                                                                                                                                                                                                                                                                                                                                                                               

     8.1     These bylaws may be altered, amended or repealed or new bylaws (any such action being referred to herein as an “Amendment”) as may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Articles of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such Amendment be contained in the notice of such special meeting.  

                                                                                                                                                                                                                                                                                                                                                                                                                                               

      8.2     If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate or incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.




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CERTIFICATE OF PRESIDENT OF

POWIN CORPORATION

The undersigned hereby certifies that he is the duly elected and acting PRESIDENT of Powin Corporation, a Nevada corporation (the “Corporation”), and that the Bylaws attached hereto constitute the Bylaws of said Corporation as duly adopted by unanimous written consent of the Board of Directors on February 17, 2010.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this 17th day of February 2010.

/s/  ▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇ ▇▇, President



 

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Filed: February 25th, 2010