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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-3.2

On: Friday, 10/22/04, at 12:48pm ET · Accession #: 950136-4-3509 · File #: 333-117527

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/22/04  Ormat Technologies, Inc.          S-1/A                 21:8.3M                                   Capital Systems 01/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment 2 to Form S-1                             HTML   3.28M 
 2: EX-3.1      Second Amended and Restated Certificate of Inc.     HTML     48K 
 3: EX-3.2      Second Amended & Restated By-Laws                   HTML    110K 
 4: EX-4.3      Rights Agreement                                    HTML    142K 
 5: EX-5.1      Opinion of Chadbourne & Parke LLP                   HTML     13K 
 6: EX-8.1      Opinion of Chadbourne & Parke LLP                   HTML     14K 
 7: EX-10.1.16  Letter of Credit and Loan Agreement                 HTML    239K 
 8: EX-10.1.17  First Amendment                                     HTML     11K 
 9: EX-10.1.18  Subordination Agreement                             HTML     29K 
16: EX-10.10.1  Form of Executive Employment Agreement              HTML     37K 
17: EX-10.10.2  Amendment to Executive Employment Agreement         HTML      9K 
18: EX-10.11    Indemnification Agreement                           HTML     34K 
10: EX-10.3.29  Plant Connection Agreement                          HTML    228K 
11: EX-10.3.30  Plant Connection Agreement                          HTML    228K 
12: EX-10.5.5   Form of Registration Rights Agreement               HTML     74K 
13: EX-10.6.1   2004 Incentive Compensation Plan                    HTML     53K 
14: EX-10.6.2   Form of Incentive Stock Option Agreement            HTML     28K 
15: EX-10.6.3   Form of Nonqualified Stock Option Agreement         HTML     27K 
19: EX-21.1     List of Subsidiaries                                HTML     10K 
20: EX-23.1     Consent of Independent Accountants                  HTML     10K 
21: EX-23.6     Consent of Yoram Bronicki                           HTML      8K

EX-3.2 — Second Amended & Restated By-Laws
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Section 10. Indemnification Section 11. Amendments or Repeal Section 1. Offices Section 2. Stockholders Section 3. Board of Directors Section 4. Officers Section 5. Contracts, Business, Loans, Checks and Deposits Section 6. Certificates for Shares and Their Transfer Section 7. Books and Records Section 8. Accounting Year Section 9. Seal 10.1 Right to Indemnification 10.2 Right of Indemnitee to Bring Suit 10.3 Nonexclusivity of Rights 10.4 Insurance, Contracts and Funding 10.5 Indemnification of Employees and Agents of the Corporation 10.6 Persons Serving Other Entities 2.10.1 Appointment 2.10.2 Delivery to Corporation; Duration 2.10 Proxies 2.11 Voting of Shares 2.12 Voting for Directors 2.13 Action by Stockholders Without a Meeting 2.14 Organization 2.15.1 Annual Meetings of Stockholders 2.15.2 Special Meetings of Stockholders 2.15.3 General 2.15 Notice of Stockholder Business and Nominations 2.16 Business and Order of Business 2.1 Annual Meeting 2.2 Special Meetings 2.3 Place of Meeting 2.4 Notice of Meeting 2.5.1 Waiver in Writing 2.5.2 Waiver by Attendance 2.5 Waiver of Notice 2.6.1 Meetings 2.6.2 Consent to Corporate Action Without a Meeting 2.6.3 Dividends, Distributions and Other Rights 2.6 Fixing of Record Date for Determining Stockholders 2.7 Voting List 2.8 Quorum 2.9 Manner of Acting 3.10 Presumption of Assent 3.11 Action by Board or Committees Without a Meeting 3.12 Resignation 3.13 Removal 3.14 Vacancies 3.15.1 Creation and Authority of Committees 3.15.2 Minutes of Meetings 3.15.3 Quorum and Manner of Acting 3.15.4 Resignation 3.15.5 Removal 3.15 Committees 3.16 Compensation 3.1 General Powers 3.2 Number and Tenure 3.3 Annual and Regular Meetings 3.4 Special Meetings 3.5 Meetings by Telephone 3.6.1 Personal Delivery 3.6.2 Delivery by Mail 3.6.3 Delivery by Private Carrier 3.6.4 Facsimile Notice 3.6.5 Delivery by Telegraph 3.6.6 Oral Notice 3.6 Notice of Special Meetings 3.7.1 In Writing 3.7.2 By Attendance 3.7 Waiver of Notice 3.8 Quorum 3.9 Manner of Acting 4.10 Treasurer 4.11 Salaries 4.1 Number 4.2 Election and Term of Office 4.3 Resignation 4.4 Removal 4.5 Vacancies 4.6 Chairman of the Board 4.7 President 4.8 Vice President 4.9 Secretary 5.1 Contracts 5.2 Business 5.3 Loans to the Corporation 5.4 Checks, Drafts, Etc 5.5 Deposits 6.1 Issuance of Shares 6.2 Certificates for Shares 6.3 Stock Records 6.4 Restriction on Transfer 6.5 Transfer of Shares 6.6 Lost or Destroyed Certificates
1	1st Page - Filing Submission
7	Section 1. Offices
"	Section 2. Stockholders
"	2.1 Annual Meeting
"	2.2 Special Meetings
8	2.3 Place of Meeting
"	2.4 Notice of Meeting
"	2.5 Waiver of Notice
"	2.5.1 Waiver in Writing
9	2.5.2 Waiver by Attendance
"	2.6 Fixing of Record Date for Determining Stockholders
"	2.6.1 Meetings
"	2.6.2 Consent to Corporate Action Without a Meeting
10	2.6.3 Dividends, Distributions and Other Rights
"	2.7 Voting List
"	2.8 Quorum
11	2.9 Manner of Acting
"	2.10 Proxies
"	2.10.1 Appointment
12	2.10.2 Delivery to Corporation; Duration
"	2.11 Voting of Shares
"	2.12 Voting for Directors
"	2.13 Action by Stockholders Without a Meeting
13	2.14 Organization
"	2.15 Notice of Stockholder Business and Nominations
"	2.15.1 Annual Meetings of Stockholders
14	2.15.2 Special Meetings of Stockholders
15	2.15.3 General
16	2.16 Business and Order of Business
"	Section 3. Board of Directors
"	3.1 General Powers
"	3.2 Number and Tenure
17	3.3 Annual and Regular Meetings
"	3.4 Special Meetings
"	3.5 Meetings by Telephone
"	3.6 Notice of Special Meetings
"	3.6.1 Personal Delivery
18	3.6.2 Delivery by Mail
"	3.6.3 Delivery by Private Carrier
"	3.6.4 Facsimile Notice
"	3.6.5 Delivery by Telegraph
"	3.6.6 Oral Notice
"	3.7 Waiver of Notice
"	3.7.1 In Writing
19	3.7.2 By Attendance
"	3.8 Quorum
"	3.9 Manner of Acting
"	3.10 Presumption of Assent
"	3.11 Action by Board or Committees Without a Meeting
20	3.12 Resignation
"	3.13 Removal
"	3.14 Vacancies
"	3.15 Committees
"	3.15.1 Creation and Authority of Committees
21	3.15.2 Minutes of Meetings
"	3.15.3 Quorum and Manner of Acting
"	3.15.4 Resignation
22	3.15.5 Removal
"	3.16 Compensation
"	Section 4. Officers
"	4.1 Number
"	4.2 Election and Term of Office
"	4.3 Resignation
23	4.4 Removal
"	4.5 Vacancies
"	4.6 Chairman of the Board
"	4.7 President
"	4.8 Vice President
24	4.9 Secretary
"	4.10 Treasurer
"	4.11 Salaries
25	Section 5. Contracts, Business, Loans, Checks and Deposits
"	5.1 Contracts
"	5.2 Business
"	5.3 Loans to the Corporation
"	5.4 Checks, Drafts, Etc
"	5.5 Deposits
26	Section 6. Certificates for Shares and Their Transfer
"	6.1 Issuance of Shares
"	6.2 Certificates for Shares
"	6.3 Stock Records
"	6.4 Restriction on Transfer
27	6.5 Transfer of Shares
"	6.6 Lost or Destroyed Certificates
"	Section 7. Books and Records
28	Section 8. Accounting Year
"	Section 9. Seal
"	Section 10. Indemnification
"	10.1 Right to Indemnification
29	10.2 Right of Indemnitee to Bring Suit
"	10.3 Nonexclusivity of Rights
30	10.4 Insurance, Contracts and Funding
"	10.5 Indemnification of Employees and Agents of the Corporation
"	10.6 Persons Serving Other Entities
"	Section 11. Amendments or Repeal

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                                                                     EXHIBIT 3.2

                           SECOND AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                            ORMAT TECHNOLOGIES, INC.

Adopted on October 21, 2004
Amendments are listed on p. i

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                            ORMAT TECHNOLOGIES, INC.

                                   AMENDMENTS

                                                                       DATE OF
  SECTION                     EFFECT OF AMENDMENT                     AMENDMENT
---------- --------------------------------------------------------- -----------

                                       i

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                                    CONTENTS

SECTION 1.        OFFICES.................................................................1

SECTION 2.        STOCKHOLDERS............................................................1

         2.1      Annual Meeting..........................................................1
         2.2      Special Meetings........................................................1
         2.3      Place of Meeting........................................................2
         2.4      Notice of Meeting.......................................................2
         2.5      Waiver of Notice........................................................2
                  2.5.1    Waiver in Writing..............................................2
                  2.5.2    Waiver by Attendance...........................................3
         2.6      Fixing of Record Date for Determining Stockholders......................3
                  2.6.1    Meetings.......................................................3
                  2.6.2    Consent to Corporate Action Without a Meeting..................3
                  2.6.3    Dividends, Distributions and Other Rights......................4
         2.7      Voting List.............................................................4
         2.8      Quorum..................................................................4
         2.9      Manner of Acting........................................................5
         2.10     Proxies.................................................................5
                  2.10.1   Appointment....................................................5
                  2.10.2   Delivery to Corporation; Duration..............................6
         2.11     Voting of Shares........................................................6
         2.12     Voting for Directors....................................................6
         2.13     Action by Stockholders Without a Meeting................................6
         2.14     Organization............................................................7
         2.15     Notice of Stockholder Business and Nominations..........................7
                  2.15.1   Annual Meetings of Stockholders................................7
                  2.15.2   Special Meetings of Stockholders...............................8
                  2.15.3   General........................................................9
         2.16     Business and Order of Business.........................................10

SECTION 3.        BOARD OF DIRECTORS.....................................................10

         3.1      General Powers.........................................................10
         3.2      Number and Tenure......................................................10
         3.3      Annual and Regular Meetings............................................11
         3.4      Special Meetings.......................................................11
         3.5      Meetings by Telephone..................................................11
         3.6      Notice of Special Meetings.............................................11
                  3.6.1    Personal Delivery.............................................11
                  3.6.2    Delivery by Mail..............................................12
                  3.6.3    Delivery by Private Carrier...................................12
                  3.6.4    Facsimile Notice..............................................12

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                  3.6.5    Delivery by Telegraph.........................................12
                  3.6.6    Oral Notice...................................................12
         3.7      Waiver of Notice.......................................................12
                  3.7.1    In Writing....................................................12
                  3.7.2    By Attendance.................................................13
         3.8      Quorum.................................................................13
         3.9      Manner of Acting.......................................................13
         3.10     Presumption of Assent..................................................13
         3.11     Action by Board or Committees Without a Meeting........................13
         3.12     Resignation............................................................14
         3.13     Removal................................................................14
         3.14     Vacancies..............................................................14
         3.15     Committees.............................................................14
                  3.15.1   Creation and Authority of Committees..........................14
                  3.15.2   Minutes of Meetings...........................................15
                  3.15.3   Quorum and Manner of Acting...................................15
                  3.15.4   Resignation...................................................15
                  3.15.5   Removal.......................................................16
         3.16     Compensation...........................................................16

SECTION 4.        OFFICERS...............................................................16

         4.1      Number.................................................................16
         4.2      Election and Term of Office............................................16
         4.3      Resignation............................................................16
         4.4      Removal................................................................17
         4.5      Vacancies..............................................................17
         4.6      Chairman of the Board..................................................17
         4.7      President..............................................................17
         4.8      Vice President.........................................................17
         4.9      Secretary..............................................................18
         4.10     Treasurer..............................................................18
         4.11     Salaries...............................................................18

SECTION 5.        CONTRACTS, BUSINESS, LOANS, CHECKS AND DEPOSITS........................19

         5.1      Contracts..............................................................19
         5.2      Business...............................................................19
         5.3      Loans to the Corporation...............................................19
         5.4      Checks, Drafts, Etc....................................................19
         5.5      Deposits...............................................................19

SECTION 6.        CERTIFICATES FOR SHARES AND THEIR TRANSFER.............................20

         6.1      Issuance of Shares.....................................................20
         6.2      Certificates for Shares................................................20
         6.3      Stock Records..........................................................20

                                      iii

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         6.4      Restriction on Transfer................................................20
         6.5      Transfer of Shares.....................................................21
         6.6      Lost or Destroyed Certificates.........................................21

SECTION 7.        BOOKS AND RECORDS......................................................21

SECTION 8.        ACCOUNTING YEAR........................................................22

SECTION 9.        SEAL...................................................................22

SECTION 10.       INDEMNIFICATION........................................................22

         10.1     Right to Indemnification...............................................22
         10.2     Right of Indemnitee to Bring Suit......................................23
         10.3     Nonexclusivity of Rights...............................................23
         10.4     Insurance, Contracts and Funding.......................................24
         10.5     Indemnification of Employees and Agents of the Corporation.............24
         10.6     Persons Serving Other Entities.........................................24

SECTION 11.       AMENDMENTS OR REPEAL...................................................24

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                           SECOND AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                            ORMAT TECHNOLOGIES, INC.

SECTION 1. OFFICES

              The principal office of the corporation shall be located at its
principal place of business or such other place as the Board of Directors (the
"Board") may designate. The corporation may have such other offices, either
within or without the State of Delaware, as the Board may designate or as the
business of the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

         2.1 ANNUAL MEETING

         The annual meeting of the stockholders shall be scheduled upon the
preparation of the financial statements of the prior fiscal year at the
principal office of the corporation or such other place designated by the Board
for the purpose of electing Directors and transacting such other business as may
properly come before the meeting. If the day fixed for the annual meeting is a
legal holiday at the place of the meeting, the meeting shall be held on the next
succeeding business day. If the annual meeting is not held on the date
designated therefor, the Board shall cause the meeting to be held as soon
thereafter as may be convenient.

         2.2 SPECIAL MEETINGS

         A special meeting of the stockholders for any purpose or purposes,
unless otherwise provided by law, may be called by the Chairman of the Board,
the President, the Board or the holders of not less than a majority of all the
outstanding shares of the corporation entitled to vote at the meeting may call
special meetings of the stockholders for any purpose or, at any time that Ormat
Industries Ltd. or any OIL Transferee owns at least 20% of the then outstanding
shares of Common Stock, by Ormat Industries Ltd. or any OIL Transferee. For
purposes of this subsection 2.2 hereof, "OIL Transferee" shall mean a transferee
of Ormat Industries Ltd. or any other OIL Transferee that receives at least 20%
of the then outstanding shares of Common Stock that pursuant to an instrument of
transfer or related agreement has been granted rights under subsection 2.2
hereof by Ormat Industries Ltd. or any OIL Transferee.

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         2.3 PLACE OF MEETING

         All meetings shall be held at the principal office of the corporation
or at such other place within or without the State of Delaware designated by the
Board, by any persons entitled to call a meeting hereunder or in a waiver of
notice signed by all of the stockholders entitled to notice of the meeting.

         2.4 NOTICE OF MEETING

         The Chairman of the Board, the President, the Secretary, the Board, or
stockholders calling an annual or special meeting of stockholders as provided
for herein, shall cause to be delivered to each stockholder entitled to notice
of or to vote at the meeting either personally or by mail, not less than ten nor
more than sixty days before the meeting, written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. At any time, upon written request of
the holders of not less than the number of outstanding shares of the corporation
specified in subsection 2.2 hereof and entitled to vote at the meeting, it shall
be the duty of the Secretary to give notice of a special meeting of stockholders
to be held on such date and at such place and hour as the Secretary may fix, not
less than ten nor more than sixty days after receipt of said request, and if the
Secretary shall neglect or refuse to issue such notice, the person making the
request may do so and may fix the date for such meeting. If such notice is
mailed, it shall be deemed delivered when deposited in the official government
mail properly addressed to the stockholder at such stockholder's address as it
appears on the stock transfer books of the corporation with postage prepaid. If
the notice is telegraphed, it shall be deemed delivered when the content of the
telegram is delivered to the telegraph company. Notice given in any other manner
shall be deemed delivered when dispatched to the stockholder's address,
telephone number or other number appearing on the stock transfer records of the
corporation.

         2.5 WAIVER OF NOTICE

              2.5.1 WAIVER IN WRITING

         Whenever any notice is required to be given to any stockholder under
the provisions of these By-laws, the Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") or the General Corporation
Law of the State of Delaware, as now or hereafter amended (the "DGCL"), a waiver
thereof in writing, signed by the

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person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

              2.5.2 WAIVER BY ATTENDANCE

         The attendance of a stockholder at a meeting shall constitute a waiver
of notice of such meeting, except when a stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

         2.6 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

              2.6.1 MEETINGS

         For the purpose of determining stockholders entitled to notice of and
to vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than sixty (or the maximum number permitted by applicable law)
nor less than ten days before the date of such meeting. If no record date is
fixed by the Board, the record date for determining stockholders entitled to
notice of and to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of and to vote at the meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

              2.6.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING

         For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which date shall not be more than
ten (or the maximum number permitted by applicable law) days after the date upon
which the resolution fixing the record date is adopted by the Board. If no
record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the DGCL,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
a corporation's registered office shall be by hand or by

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certified or registered mail, return receipt requested. If no record date has
been fixed by the Board and prior action by the Board is required by Chapter 1
of the DGCL, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board adopts the resolution taking such prior action.

              2.6.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

         For the purpose of determining stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders 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 may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty (or the maximum number permitted by applicable
law) days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

         2.7 VOTING LIST

         At least ten days before each meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting, or any adjournment
thereof, shall be made, arranged in alphabetical order, with the address of and
number of shares held by each stockholder. This list shall be open to
examination by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of ten 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. This list shall also be produced and kept at
such meeting for inspection by any stockholder who is present.

         2.8 QUORUM

         A majority of the outstanding shares of the corporation entitled to
vote, present in person or represented by proxy at the meeting, shall constitute
a quorum at a meeting of the stockholders; provided, that where a separate vote
by a class or classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a majority of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The

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stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

         2.9 MANNER OF ACTING

         In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these By-laws, the Certificate of Incorporation or
the DGCL. Where a separate vote by a class or classes is required, if a quorum
of such class or classes is present, the affirmative vote of the majority of
outstanding shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes. Directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
Directors.

         2.10 PROXIES

              2.10.1 APPOINTMENT

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder to
receive such transmission; provided, that any such telegram, cablegram or other
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a stockholder has authorized another person to act as proxy for such
stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used; provided, that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

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              2.10.2 DELIVERY TO CORPORATION; DURATION

         A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

         2.11 VOTING OF SHARES

         Each outstanding share entitled to vote with respect to the subject
matter of an issue submitted to a meeting of stockholders shall be entitled to
one vote upon each such issue.

         2.12 VOTING FOR DIRECTORS

         Each stockholder entitled to vote at an election of Directors may vote,
in person or by proxy, the number of shares owned by such stockholder for as
many persons as there are Directors to be elected and for whose election such
stockholder has a right to vote.

         2.13 ACTION BY STOCKHOLDERS WITHOUT A MEETING

         Any action which could be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall (a) be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and (b) be delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the records of proceedings of meetings of
stockholders. Delivery made to the corporation's registered office shall be by
hand or by certified mail or registered mail, return receipt requested. Every
written consent shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless written consents signed by all stockholders
entitled to vote with respect to the subject matter thereof are delivered to the
corporation, in the manner required by this Section, within sixty (or the
maximum number permitted by applicable law) days of the earliest dated consent
delivered to the corporation in the manner required by this Section. The
validity of any consent executed by a proxy for a stockholder pursuant to a
telegram, cablegram or other means of electronic transmission transmitted to
such proxy holder by

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or upon the authorization of the stockholder shall be determined by or at the
direction of the Secretary. A written record of the information upon which the
person making such determination relied shall be made and kept in the records of
the proceedings of the stockholders. Any such consent shall be inserted in the
minute book as if it were the minutes of a meeting of the stockholders.

         2.14 ORGANIZATION

         At every meeting of the stockholders the Chairman of the Board, or in
the absence of the Chairman of the Board, the Chief Executive Officer, or in the
absence of the Chief Executive Officer, a director or an officer of the
corporation designated by the Board, shall act as Chairman of the meeting. The
Secretary, or, in the Secretary's absence, an Assistant Secretary, shall act as
Secretary at all meetings of the stockholders. In the absence from any such
meeting of the Secretary and the Assistant Secretaries, the Chairman may appoint
any person to act as Secretary of the meeting.

         2.15 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS

              2.15.1 ANNUAL MEETINGS OF STOCKHOLDERS

         Nominations of persons for election to the Board of the corporation and
the proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the corporation's notice of
meeting, (b) by or at the direction of the Board or (c) by any stockholder of
the corporation who was a stockholder of record at the time of giving of notice
provided for in this Section, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section.

         For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the prior paragraph
hereof, the stockholder must have given timely notice thereof in writing to the
Secretary of the corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the case of the annual meeting
to be held in 2005 or in the event that the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the corporation.

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In no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth (1) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (2) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (3) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

         Notwithstanding anything in the second sentence of the prior paragraph
hereof to the contrary, in the event that the number of directors to be elected
to the Board of the corporation is increased and there is no public announcement
by the corporation naming all of the nominees for director or specifying the
size of the increased Board at least 100 days prior to the first anniversary of
the preceding year's annual meeting, a stockholder's notice required by this
Section shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the corporation. Notwithstanding the foregoing, at
any time Ormat Industries Ltd. or any OIL Transferee owns a majority of the then
outstanding Common Stock, notice by Ormat Industries Ltd. or any OIL Transferee
shall be timely and complete if delivered in writing or orally at least five
days prior to the date the corporation mails its proxy statement in connection
with such meeting of stockholders.

              2.15.2 SPECIAL MEETINGS OF STOCKHOLDERS

         Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting. Nominations of persons for election to the
Board may be made at a special meeting of stockholders at which directors are to
be elected pursuant to the corporation's notice of meeting (a) by or at the
direction of the Board or (b) provided that the Board has determined that
directors shall be elected at such meeting, by any stockholder of the

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corporation who is a stockholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section. In the event
the corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any stockholder who shall be
entitled to vote at the meeting may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the corporation's
notice of meeting, if the stockholder's notice required by subsection 2.15.2
hereof shall be delivered to the Secretary at the principal executive offices of
the corporation not earlier than the close of business on the 120th day prior to
such special meeting and not later than the close of business on the later of
the 90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.

              2.15.3 GENERAL

         Only such persons who are nominated in accordance with the procedures
set forth in this Section shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section. Any person nominated for election as director by the Board or any
committee designated by the Board shall, upon the request of the Board or such
committee, furnish to the Secretary of the corporation all such information
pertaining to such person that is required to be set forth in a stockholder's
notice of nomination. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section and, if any proposed
nomination or business is not in compliance with this Section, to declare that
such defective proposal or nomination shall be disregarded.

         For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         Notwithstanding the foregoing provisions of this Section, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Section. Nothing in

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this Section shall be deemed to affect any rights (i) of stockholders to request
inclusion of proposals in the corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.

              2.16 BUSINESS AND ORDER OF BUSINESS

         At each meeting of the stockholders such business may be transacted as
may properly be brought before such meeting, except as otherwise provided by law
or in these By-laws. The order of business at all meetings of the stockholders
shall be as determined by the Chairman of the meeting, unless otherwise
determined by a majority in interest of the stockholders present in person or by
proxy at such meeting and entitled to vote thereat.

SECTION 3. BOARD OF DIRECTORS

         3.1 GENERAL POWERS

         The business and affairs of the corporation shall be managed by the
Board.

         3.2 NUMBER AND TENURE

         The Board shall be composed of not less than five nor more than fifteen
Directors, the specific number to be set by resolution of the Board. The number
of Directors may be changed from time to time by amendment to these By-laws, but
no decrease in the number of Directors shall have the effect of shortening the
term of any incumbent Director. Directors need not be stockholders of the
corporation or residents of the State of Delaware.

         The Directors, including those who may be elected by the holders of any
series of Preferred Stock or any other series or class of stock as provided in
the Certificate of Incorporation or in any Preferred Stock Designation (as
defined in the Certificate of Incorporation) shall be divided into three
classes, as nearly equal in number as possible. One class of Directors shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 2005, another class shall be initially elected for a term expiring at
the annual meeting of stockholders to be held in 2006, and another class shall
be initially elected for a term expiring at the annual meeting of stockholders
to be held in 2007. Unless a Director dies, resigns, or is removed, members of
each class shall hold office until their successors are duly elected and
qualified. At each annual meeting of the stockholders of the Corporation,
commencing with the 2005 annual meeting, the successors of the class of
Directors whose term expires at that meeting shall be elected by a plurality
vote of all votes cast for the election of Directors at such meeting

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to hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

         3.3 ANNUAL AND REGULAR MEETINGS

         An annual Board meeting shall be held without notice immediately after
and at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

         3.4 SPECIAL MEETINGS

         Special meetings of the Board or any committee appointed by the Board
may be called by or at the request of the Chairman of the Board, the President,
the Secretary or, in the case of special Board meetings, any one Director and,
in the case of any special meeting of any committee appointed by the Board, by
the Chairman thereof. The person or persons authorized to call special meetings
may fix any place either within or without the State of Delaware as the place
for holding any special meeting called by them.

         3.5 MEETINGS BY TELEPHONE

         Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

         3.6 NOTICE OF SPECIAL MEETINGS

         Notice of a special Board or committee meeting stating the place, day
and hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.

              3.6.1 PERSONAL DELIVERY

         If notice is given by personal delivery, the notice shall be effective
if delivered to a Director at least two days before the meeting.

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              3.6.2 DELIVERY BY MAIL

         If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

              3.6.3 DELIVERY BY PRIVATE CARRIER

         If notice is given by private carrier, the notice shall be deemed
effective when dispatched to a Director at his or her address shown on the
records of the corporation at least three days before the meeting.

              3.6.4 FACSIMILE NOTICE

         If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.

              3.6.5 DELIVERY BY TELEGRAPH

         If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company at least
two days before the meeting for delivery to a Director at his or her address
shown on the records of the corporation.

              3.6.6 ORAL NOTICE

         If notice is delivered orally, by telephone or in person, the notice
shall be deemed effective if personally given to the Director at least two days
before the meeting.

         3.7 WAIVER OF NOTICE

              3.7.1 IN WRITING

         Whenever any notice is required to be given to any Director under the
provisions of these By-laws, the Certificate of Incorporation or the DGCL, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

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              3.7.2 BY ATTENDANCE

         The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

         3.8 QUORUM

         A majority of the total number of Directors fixed by or in the manner
provided in these By-laws or, if vacancies exist on the Board, a majority of the
total number of Directors then serving on the Board (such number may be not less
than one-third of the total number of Directors fixed by or in the manner
provided in these By-laws) shall constitute a quorum for the transaction of
business at any Board meeting. If less than a majority are present at a meeting,
a majority of the Directors present may adjourn the meeting from time to time
without further notice.

         3.9 MANNER OF ACTING

         The act of the majority of the Directors present at a Board or
committee meeting at which there is a quorum shall be the act of the Board or
committee, unless the vote of a greater number is required by these By-laws, the
Certificate of Incorporation or the DGCL.

         3.10 PRESUMPTION OF ASSENT

         A Director of the corporation present at a Board or committee meeting
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his or her dissent is entered in the minutes
of the meeting, or unless such Director files a written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof, or forwards such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. A Director who
voted in favor of such action may not dissent.

         3.11 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

         Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

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         3.12 RESIGNATION

         Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation. Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         3.13 REMOVAL

         At a meeting of stockholders called expressly for that purpose, one or
more members of the Board (including the entire Board) may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of Directors. If the Certificate of
Incorporation provides for cumulative voting in the election of Directors, then
if less than the entire Board is to be removed, no Director may be removed
without cause if the votes cast against his or her removal would be sufficient
to elect such Director if then cumulatively voted at an election of the entire
Board.

         3.14 VACANCIES

         Any vacancy occurring on the Board may be filled by the affirmative
vote of a majority of the remaining Directors though less than a quorum of the
Board. A Director elected to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office. Any directorship to be filled by
reason of an increase in the number of Directors may be filled by the Board.

         3.15 COMMITTEES

              3.15.1 CREATION AND AUTHORITY OF COMMITTEES

         The Board may, by resolution passed by a majority of the number of
Directors fixed by or in the manner provided in these By-laws, appoint standing
or temporary committees, each committee to consist of one or more Directors of
the corporation. The Board 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 such member or members constitute a
quorum, may unanimously appoint another member of the Board 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 establishing
such

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committee or as otherwise provided in these By-laws, shall have and may exercise
all the powers and authority of the Board 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 require it; but no such committee shall have the
power or authority in reference to (a) amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
as provided in Section 151(a) of the DGCL, fix the designations, preferences or
rights of such shares to the extent permitted under Section 141 of the DGCL),
(b) adopting an agreement of merger or consolidation under Section 251 or 252 of
the DGCL, (c) recommending to the stockholders the sale, lease or exchange or
other disposition of all or substantially all of the property and assets of the
corporation, (d) recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or (e) amending these By-laws;
and, unless expressly provided by resolution of the Board, no such committee
shall have the power or authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the DGCL.

              3.15.2 MINUTES OF MEETINGS

         All committees so appointed shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that purpose.

              3.15.3 QUORUM AND MANNER OF ACTING

         A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a majority are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice. The
act of a majority of the members of a committee present at a meeting at which a
quorum is present shall be the act of such committee.

              3.15.4 RESIGNATION

         Any member of any committee may resign at any time by delivering
written notice thereof to the Chairman of the Board, the President, the
Secretary, the Board or the Chairman of such committee. Any such resignation
shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

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              3.15.5 REMOVAL

         The Board may remove from office any member of any committee elected or
appointed by it, but only by the affirmative vote of not less than a majority of
the number of Directors fixed by or in the manner provided in these By-laws.

         3.16 COMPENSATION

         By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

         4.1 NUMBER

         The officers of the corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board. One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board any additional
title that the Board deems appropriate. The Board may delegate to any officer or
agent the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person.

         4.2 ELECTION AND TERM OF OFFICE

         The officers of the corporation shall be elected annually by the Board
at the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

         4.3 RESIGNATION

         Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board. Any

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such resignation shall take effect at the time specified therein, or if the time
is not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         4.4 REMOVAL

         Any officer or agent elected or appointed by the Board may be removed
by the Board whenever in its judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

         4.5 VACANCIES

         A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

         4.6 CHAIRMAN OF THE BOARD

         If elected, the Chairman of the Board shall perform such duties as
shall be assigned to him or her by the Board from time to time and shall preside
over meetings of the Board and stockholders unless another officer is appointed
or designated by the Board as Chairman of such meeting.

         4.7 PRESIDENT

         The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and stockholders in the absence of a Chairman of the Board
and, subject to the Board's control, shall supervise and control all of the
assets, business and affairs of the corporation. The President may sign
certificates for shares of the corporation, deeds, mortgages, bonds, contracts
or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these By-laws to some other officer or
agent of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time.

         4.8 VICE PRESIDENT

         In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so

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designated, the Vice President first elected to such office) shall perform the
duties of the President, except as may be limited by resolution of the Board,
with all the powers of and subject to all the restrictions upon the President.
Any Vice President may sign with the Secretary or any Assistant Secretary
certificates for shares of the corporation. Vice Presidents shall have, to the
extent authorized by the President or the Board, the same powers as the
President to sign deeds, mortgages, bonds, contracts or other instruments. Vice
Presidents shall perform such other duties as from time to time may be assigned
to them by the President or by the Board.

         4.9 SECRETARY

         The Secretary shall be responsible for preparation of minutes of
meetings of the Board and stockholders, maintenance of the corporation's records
and stock registers, and authentication of the corporation's records and shall
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or by
the Board. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.

         4.10 TREASURER

         If required by the Board, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these By-laws; sign certificates for shares of the corporation;
and in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President or by the Board. In the absence of the Treasurer, an Assistant
Treasurer may perform the duties of the Treasurer.

         4.11 SALARIES

         The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority. No officer shall be prevented from receiving such salary by reason of
the fact that he or she is also a Director of the corporation.

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SECTION 5. CONTRACTS, BUSINESS, LOANS, CHECKS AND DEPOSITS

         5.1 CONTRACTS

         The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

         5.2 BUSINESS

         The corporation shall not sell, transfer or terminate its business
relating to the manufacturing and sale of energy-related equipment and services
acquired from Ormat Industries Ltd. (the "OSL Business") nor transfer out of the
State of Israel any of the operations, plant or personnel related to the OSL
Business which are located or conducted in the State of Israel, other than
temporary assignments of personnel in the ordinary course of business, without
the affirmative vote of the holders of at least 75% of the voting power of the
then outstanding shares of capital stock of the corporation entitled to vote
generally, voting together as a single class.

         5.3 LOANS TO THE CORPORATION

         No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.

         5.4 CHECKS, DRAFTS, ETC.

         All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.

         5.5 DEPOSITS

         All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.

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SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.1 ISSUANCE OF SHARES

         No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

         6.2 CERTIFICATES FOR SHARES

         Certificates representing shares of the corporation shall be signed by
the Chairman of the Board or a Vice Chairman of the Board, if any, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, any of whose signatures may be a
facsimile. The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation; and, when such appointments shall have been made, no
stock certificate shall be valid until countersigned by one of such transfer
agents and registered by one of such registrars. 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 such person was such officer, transfer agent or
registrar at the date of issue. All certificates shall include on their face
written notice of any restrictions which may be imposed on the transferability
of such shares and shall be consecutively numbered or otherwise identified.

         6.3 STOCK RECORDS

         The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

         6.4 RESTRICTION ON TRANSFER

         Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the

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face of the certificate, or on the reverse of the certificate if a reference to
the legend is contained on the face, which reads substantially as follows:

    "The securities evidenced by this certificate have not been registered under
    the Securities Act of 1933 or any applicable state law, and no interest
    therein may be sold, distributed, assigned, offered, pledged or otherwise
    transferred unless (a) there is an effective registration statement under
    such Act and applicable state securities laws covering any such transaction
    involving said securities or (b) this corporation receives an opinion of
    legal counsel for the holder of these securities (concurred in by legal
    counsel for this corporation) stating that such transaction is exempt from
    registration or this corporation otherwise satisfies itself that such
    transaction is exempt from registration. Neither the offering of the
    securities nor any offering materials have been reviewed by any
    administrator under the Securities Act of 1933 or any applicable state law."

         6.5 TRANSFER OF SHARES

         The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

         6.6 LOST OR DESTROYED CERTIFICATES

         In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

         The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.

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SECTION 8. ACCOUNTING YEAR

         The accounting year of the corporation shall be the calendar year;
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9. SEAL

         The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. INDEMNIFICATION

         10.1 RIGHT TO INDEMNIFICATION

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director, officer or employee or agent of the
corporation or that, being or having been such a Director, officer, employee or
agent of the corporation, he or she is or was serving at the request of the
corporation as a Director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as such a
Director, officer, employee or agent or in any other capacity while serving as
such a Director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the full extent permitted by the DGCL, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the corporation to provide
broader indemnification rights than permitted prior thereto), or by other
applicable law as then in effect, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a Director, officer, employee or agent
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that except as provided in subsection 10.2
hereof with respect to proceedings seeking to enforce rights to indemnification,
the corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized or ratified by the Board. The right
to indemnification conferred in subsection 10.1 hereof shall be a contract right
and shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in

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advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that if the DGCL requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this subsection 10.1 or
otherwise.

         10.2 RIGHT OF INDEMNITEE TO BRING SUIT

         If a claim under subsection 10.1 hereof is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking, if any is required, has been
tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

         10.3 NONEXCLUSIVITY OF RIGHTS

         The rights to indemnification and to the advancement of expenses
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, agreement, vote of
stockholders or disinterested Directors, provisions of the Certificate of
Incorporation or By-laws of the corporation or of Ormat Industries Ltd., or of
any of the affiliates or subsidiaries of this corporation or otherwise.
Notwithstanding any amendment to or repeal of this Section, any indemnitee shall
be entitled to indemnification in accordance with the provisions hereof with
respect to any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.

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         10.4 INSURANCE, CONTRACTS AND FUNDING

         The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the DGCL. The corporation, without further stockholder approval, may enter
into contracts with any Director, officer, employee or agent in furtherance of
the provisions of this Section and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section.

         10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

         The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provisions of this Section with respect to the indemnification and advancement
of expenses of Directors and officers of the corporation; provided, however,
that an undertaking shall be made by an employee or agent only if required by
the Board.

         10.6 PERSONS SERVING OTHER ENTITIES

         Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held by the corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall be deemed to be so serving at the request of
the corporation and entitled to indemnification and advancement of expenses
under subsection 10.1 hereof.

SECTION 11. AMENDMENTS OR REPEAL

         These By-laws may be amended or repealed and new By-laws may be adopted
by the Board. The stockholders may also amend and repeal these By-laws or adopt
new By-laws. All By-laws made by the Board may be amended or repealed by the
stockholders. Notwithstanding the foregoing and any other provisions of these
By-laws or the Certificate of Incorporation of the corporation (and
notwithstanding the fact that a lesser percentage or separate class vote may be
specified by law, these By-laws or the Certificate of Incorporation of the
corporation), the affirmative vote of the holders of at

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least 75% of the voting power of the then outstanding shares of capital stock of
the corporation entitled to vote generally, voting together as a single class,
shall be required to amend or repeal, or adopt any provisions inconsistent with,
Section 3.2 and Section 5.2 hereof. Notwithstanding any amendment to Section 10
hereof or repeal of these By-laws, or of any amendment or repeal of any of the
procedures that may be established by the Board pursuant to Section 10 hereof,
any indemnitee shall be entitled to indemnification in accordance with the
provisions hereof and thereof with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.

         The foregoing By-laws were adopted by the Board of Directors on
October 21, 2004.
                                                  /s/ Yehudit Bronicki
                                                  ------------------------------
                                                  Yehudit Bronicki
                                                  President

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/22/04			None on these Dates
	10/21/04	2	31
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Ormat Technologies, Inc.          10-K       12/31/23  139:27M                                    RDG Filings/FA
 2/24/23  Ormat Technologies, Inc.          10-K       12/31/22  140:25M                                    RDG Filings/FA
 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA

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Filing Submission 0000950136-04-003509 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-3.2

On: Friday, 10/22/04, at 12:48pm ET · Accession #: 950136-4-3509 · File #: 333-117527

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-3.2 — Second Amended & Restated By-LawsExhibit Table of Contents

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

4 Subsequent Filings that Reference this Filing

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

EX-3.2 — Second Amended & Restated By-Laws
Exhibit Table of Contents