Us Geothermal 8-K Completion of Acquisition or Disposition of Assets

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

U.S. GEOTHERMAL INC.

ARTICLE I.  STOCKHOLDERS

SECTION 1.1Annual Meetings.  The annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

SECTION 1.2Special Meetings.  A special meeting of stockholders may be called by the Board of Directors or the Chief Executive Officer and President or holders of not less than one-tenth (1/10) of the shares entitled to vote at the meeting. Any such meeting shall be held on such date and at such time and place as shall be determined by the body or person calling such meeting and as shall be stated in the notice of such meeting.

SECTION 1.3Notice of Meeting.  For each meeting of the stockholders, written notice stating the place, date and time, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given personally or by mail, not less than ten (10) nor more than sixty (60) days before the date fixed for the meeting, by or at the direction of the body or person calling the meeting to each stockholder entitled to vote at such meeting.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law.

SECTION 1.4Quorum.  A majority of the shares entitled to vote present in person or represented by proxy at a meeting shall constitute a quorum at a meeting of stockholders.

SECTION 1.5Vote.  The affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.

SECTION 1.6Informal Action by Stockholders.  Any action required to be taken at a meeting of stockholders or any other action which may be taken at a meeting of stockholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote.

SECTION 1.7Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or for the purpose of any other 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. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the date on which the notice is mailed; the record date for determining stockholders entitled to receive payment of a dividend shall be at the close of business on the date on which the resolution of the Board of Directors declaring such dividend is adopted; and the record date for any other purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto.

ARTICLE II.  DIRECTORS

SECTION 2.1General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

SECTION 2.2Number; Term of Office; Qualifications; Vacancies.  The number of directors that shall constitute the whole Board of Directors shall be three (3) or such number as shall be fixed from time to time exclusively by the Board of Directors by a resolution adopted by the Board. Directors shall be elected at the annual meeting of stockholders to hold office, subject to Sections 2.3 and 2.4, until the next annual meeting of stockholders or until their respective successors are elected and qualified. 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, although less than a quorum, or by the sole remaining director, and the directors so chosen shall hold office, subject to Sections 2.3 and 2.4, until the next annual meeting of stockholders or until their respective successors are elected and qualified.

SECTION 2.3Resignation.  Any director of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the Chief Executive Officer and President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereof to take effect when such resignation or resignations shall become effective and each director so chosen shall hold office as provided in these By-Laws in the filling of other vacancies.

SECTION 2.4Removal.  Any director may be removed, with or without cause, by the vote or, by the written consent of the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote for the election of directors.

SECTION 2.5Regular and Annual Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and at such place as the Board of Directors may from time to time prescribe. No notice need be given of any regular meeting and a notice, if given, need not specify the purposes thereof. A meeting of the Board of Directors may be held without notice immediately after an annual meeting of stockholders at the same place as that at which such meeting was held.

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SECTION 2.6Special Meetings; Notice.  A special meeting of the Board of Directors may be called at any time by the Chief Executive Officer and President or any person acting in the place of the Chief Executive Officer and President and shall be called by the Chief Executive Officer and President or by the Secretary upon receipt of a written request to do so specifying the matter or matters appropriate for action at such a meeting that are proposed to be presented at the meeting and signed by a majority of the Board of Directors.  Any such meeting shall be held at such time and at such place, within or without the State of Delaware, as shall be determined by the body or person calling such meeting. Notice of such meeting stating the date, time and place thereof shall be given by mail, telephone or personally.

SECTION 2.7Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business, but in the absence of a quorum, a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. Except as otherwise required by the Certificate of Incorporation or the By-Laws, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 2.8Informal Action By Directors.  Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a consent in writing or by electronic transmission setting forth the action so taken shall be signed by all of the members of the Board of Directors or of such committee, as the case may be, entitled to vote with respect to the subject matter thereof, and the writing or electronic transmission is filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.  Such consent shall have the same force and effect as a unanimous vote.

SECTION 2.9Indemnification of Directors and Officers.  The Corporation shall indemnify the directors and officers of the Corporation as provided in the Certificate of Incorporation as in effect from time to time.

ARTICLE III.  OFFICERS

SECTION 3.1Election; Qualification.  The officers of the Corporation shall be a Chief Executive Officer and President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers as it may from time to time determine. Any one or more offices may be held by the same person.

SECTION 3.2Term of Office.  Each officer shall hold office from the time of his or her election and qualification to the time at which his or her successor is elected and qualified, unless he or she shall die or resign or shall be removed pursuant to Section 3.4.

SECTION 3.3Resignation.  Any officer of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the Chief Executive Officer and President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of

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Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.4Removal.  Any officer may be removed at any time, with or without cause, by the vote of a majority of the whole Board of Directors.

SECTION 3.5Vacancies.  A vacancy however caused in any office of the Corporation may be filled for the unexpired portion of the term in the manner provided in these By-Laws for election or appointment to such office.

SECTION 3.6Chief Executive Officer and President.  The Chief Executive Officer and President of the Corporation shall have general charge of the business and affairs of the Corporation, subject however to the right of the Board of Directors to confer specified powers on officers and subject generally to the direction of the Board of Directors. The Chief Executive Officer and President shall preside at all meetings of stockholders and of the Board of Directors.

SECTION 3.7Vice Presidents.  The Vice Presidents, if any, shall have such powers and duties as generally pertain to the office of Vice President and as the Board of Directors or the Chief Executive Officer and President may from time to time prescribe. During the absence of the Chief Executive Officer and President or his inability to act, any Vice President shall exercise the powers and shall perform the duties of the Chief Executive Officer and President, subject to the direction of the Board of Directors.

SECTION 3.8Secretary.  The Secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors. She shall be custodian of the corporate seal and shall affix it or cause it to be affixed to such instruments as require such seal and attest the same and shall exercise the powers and shall perform the duties incident to the office of Secretary, and those that may otherwise from time to time be assigned to her, subject to the direction of the Board of Directors.

SECTION 3.9Treasurer.  The Treasurer shall have care of all funds and securities of the Corporation and shall exercise the powers and shall perform the duties incident to the office of Treasurer, subject to the direction of the Board of Directors. The Board of Directors may delegate to the Treasurer of the Corporation the power to designate a bank or banks as depositories of the funds of the Corporation and to designate signatories for the Corporation's bank accounts, including authorization of the use of facsimile signatures, and to change such signatories from time to time, and the Board may authorize the Treasurer to delegate any of his powers to any other officer or agent of the Corporation.

ARTICLE IV.  CAPITAL STOCK

SECTION 4.1Stock Certificates.  The interest of each holder of stock of the Corporation shall be evidenced by a certificate or certificates in such form as the Board of Directors may from time to time prescribe. Each certificate shall be signed by, or in the name of, the Corporation by the Chief Executive Officer and President or Vice President, and by the Secretary or an Assistant Secretary of the Corporation.

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SECTION 4.2Transfer of Stock.  Shares of stock shall be transferable on the books of the Corporation pursuant to applicable law and such rules and regulations as the Board of Directors shall from time to time prescribe.

SECTION 4.3Holders of Record.  Prior to due presentment for registration of transfer the Corporation may treat the holder of record of a share of its stock as the complete owner thereof exclusively entitled to vote, to receive notifications and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.

SECTION 4.4Lost, Stolen, Destroyed, or Mutilated Certificates.  The Board of Directors may direct a new certificate of stock to be issued in place of any certificate 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, 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 the owner's legal representative (i) to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate, or (ii) to satisfy such other terms and conditions as the Board of Directors may from time to time prescribe.

ARTICLE V.  MISCELLANEOUS

SECTION 5.1Waiver of Notice.  Whenever notice is required by the Certificate of Incorporation, the By-Laws, or as otherwise provided by law, a written waiver thereof, signed by the person entitled to notice, shall be deemed equivalent to notice, whether before or after the time required for such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a person attends a stockholders meeting for the express purpose of objecting, at the beginning of the meeting, that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

SECTION 5.2Fiscal Year.  Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall begin on the 1st day of January of each year and end on the 31st day of December in each year.

SECTION 5.3Corporate Seal.  The corporate seal shall be in such form as the Board of Directors may from time to time prescribe.

ARTICLE VI.  AMENDMENT OF BY-LAWS

SECTION 6.1Amendment.  The By-Laws may be adopted, altered, amended or repealed at any meeting (annual or special) of stockholders or by the Board of Directors.

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