EXHIBIT 3.1


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            ORMAT TECHNOLOGIES, INC.



-------------------------------------------------------------------------------

                     Pursuant to Sections 242 and 245 of the
                General Corporation Law of the State of Delaware

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                  Ormat Technologies, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

                  FIRST: The name of the Corporation is Ormat Technologies, Inc.

                  SECOND: The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
September 15, 1994.

                  THIRD: The Certificate of Incorporation of the Corporation is
hereby amended in its entirety and restated and integrated into a single
instrument to read in full as set forth in the Amended and Restated Certificate
of Incorporation of the Corporation attached hereto as Exhibit A and made a part
hereof.

                  FOURTH: The Amended and Restated Certificate of Incorporation
of the Corporation shall become effective at 8:30 a.m., Eastern Time, on June
30, 2004.



                  FIFTH: The Amended and Restated Certificate of Incorporation
of the Corporation was proposed by the Board of Directors of the Corporation and
was duly adopted in accordance with Section 228 of the General Corporation Law
of the State of Delaware by the sole shareholder of the Corporation in the
manner prescribed by Section 242 of the General Corporation Law of the State of
Delaware.

                  SIXTH: The Amended and Restated Certificate of Incorporation
of the Corporation was duly adopted in accordance with the provisions of Section
245 of the General Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by its officer thereunto duly authorized this 29th day
of June, 2004.


                                   ORMAT TECHNOLOGIES, INC.





                                   By: /s/ Yehudit Bronicki
                                       -------------------------------------
                                       Name:  Yehudit Bronicki
                                       Title: Secretary


                                       2





                                                                    EXHIBIT A
                                                                    ---------

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            ORMAT TECHNOLOGIES, INC.
                            ------------------------

                  FIRST: The name of the Corporation is Ormat Technologies, Inc.

                  SECOND: The Corporation's registered office in the State of
Delaware is located at 15 E. North Street, in the City of Dover, County of Kent.
The name and address of its registered agent is HIQ Corporate Services, Inc., 15
E. North Street, Dover, Delaware 19901.

                  THIRD: The nature of the business, or objects or purposes to
be transacted, promoted or carried on, are: To engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                  FOURTH: The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is Two Hundred Five
Million (205,000,000), of which (i) Two Hundred Million (200,000,000) shares of
par value of $.001 each are to be of a class designated Common Stock (the
"Common Stock") and (ii) Five Million (5,000,000) shares of par value of $.001
are to be of a class designated Preferred Stock (the "Preferred Stock").

                  The shares of the Corporation outstanding as of June 29, 2004
(consisting of 200 shares of common stock par value $1.00) are divided and
converted into 30,769,230 outstanding shares of Common Stock.

                  In this Article Fourth, any reference to a section or
paragraph, without further attribution, within a provision relating to a
particular class of stock is intended to refer solely to the specified section
or paragraph of the provisions relating to the same class of stock.

COMMON STOCK

                  The Common Stock shall have the following voting powers,
designations, preferences and relative, participating, optional and other
special rights, and qualifications, limitations or restrictions thereof:


                  1. Dividends. Whenever the full dividends upon any outstanding
         Preferred Stock for all past dividend periods shall have been paid and
         the full dividends thereon for the then current respective dividend
         periods shall have been paid, or declared and a sum sufficient for the
         respective payments thereof set apart, the holders of shares of the
         Common Stock shall be entitled to receive such dividends and
         distributions in equal amounts per share, payable in cash or otherwise,
         as may be declared thereon by the Board of Directors from time to time
         out of assets or funds of the Corporation legally available therefor.

                  2. Rights on Liquidation. In the event of any liquidation,
         dissolution or winding-up of the Corporation, whether voluntary or
         involuntary, after the payment or setting apart for payment to the
         holders of any outstanding Preferred Stock of the full preferential
         amounts to which such holders are entitled as herein provided or
         referred to, all of the remaining assets of the Corporation shall
         belong to and be distributable in equal amounts per share to the
         holders of the Common Stock. For purposes of this paragraph 2, a
         consolidation or merger of the Corporation with any other corporation,
         or the sale, transfer or lease of all or substantially all its assets
         shall not constitute or be deemed a liquidation, dissolution or
         winding-up of the Corporation.

                  3. Voting. Except as otherwise provided by the laws of the
         State of Delaware or by this Article Fourth, each share of Common Stock
         shall entitle the holder thereof to one vote.

PREFERRED STOCK

                  The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware (hereinafter referred to
as a "Preferred Stock Designation"), to establish from time to time the number
of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations and restrictions thereof. The authority of the Board
of Directors with respect to each series shall include, but not be limited to,
determination of the following:

                  (a) the designation of the series, which may be by
         distinguishing number, letter or title;

                  (b) the number of shares of the series, which number the Board
         of Directors may thereafter (except where otherwise provided in the
         Preferred Stock



                                       2




         Designation) increase or decrease (but not below the number of
         shares thereof then outstanding);

                  (c) whether dividends, if any, shall be cumulative or
         noncumulative and the dividend rate of the series;

                  (d) the dates at which dividends, if any, shall be payable;

                  (e) the redemption rights and price or prices, if any, for
         shares of the series;

                  (f) the terms and amount of any sinking fund provided for the
         purchase or redemption of shares of the series;

                  (g) the amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                  (h) whether the shares of the series shall be convertible into
         shares of any other class or series, or any other security, of the
         Corporation or any other corporation, and, if so, the specification of
         such other class or series or such other security, the conversion price
         or prices or rate or rates, any adjustments thereof, the date or dates
         as of which such shares shall be convertible and all other terms and
         conditions upon which such conversion may be made;

                  (i) restrictions on the issuance of shares of the same series
         or of any other class or series; and

                  (j) the voting rights, if any, of the holders of shares of the
         series.

                  Except as may be provided in this Certificate of Incorporation
or in a Preferred Stock Designation, the Common Stock shall have the exclusive
right to vote for the election of directors and for all other purposes, and
holders of Preferred Stock shall not be entitled to receive notice of any
meeting of stockholders at which they are not entitled to vote. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the outstanding Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any
such holders is required pursuant to any Preferred Stock Designation.

                  The Corporation shall be entitled to treat the person in whose
name any share of its stock is registered as the owner thereof for all purposes
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share on the part


                                       3




of any other person, whether or not the Corporation shall have notice thereof,
except as expressly provided by applicable law.

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                  1.   Designation and Amount. A series of Preferred Stock of
par value $.001 per share is hereby created and shall be designated as "Series A
Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the
number of shares constituting the Series A Preferred Stock shall be Five Hundred
Thousand (500,000). Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

                  2.   Dividends and Distributions.

                  2.1. Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock and of
any other junior stock of the Corporation, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the second Monday of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such


                                       4





event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  2.2. The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph 2.1 immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

                  2.3. Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.

                  3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

                  3.1. Subject to the provision for adjustment hereinafter set
         forth, each share of Series A Preferred Stock shall entitle the holder
         thereof to 100 votes on all matters submitted to a vote of the
         stockholders of the Corporation. In the event the Corporation shall at
         any time declare or pay any dividend on the Common Stock payable in
         shares of Common Stock, or effect a subdivision or combination or
         consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common


                                       5





         Stock) into a greater or lesser number of shares of Common Stock, then
         in each such case the number of votes per share to which holders of
         shares of Series A Preferred Stock were entitled immediately prior to
         such event shall be adjusted by multiplying such number by a fraction,
         the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  3.2. Except as otherwise provided herein, in any other
         Preferred Stock Designation creating a series of Preferred Stock or any
         similar stock, or by law, the holders of shares of Series A Preferred
         Stock and the holders of shares of Common Stock and any other capital
         stock of the Corporation having general voting rights shall vote
         together as one class on all matters submitted to a vote of
         stockholders of the Corporation.

                  3.3. Except as set forth herein, or as otherwise provided by
         law, holders of Series A Preferred Stock shall have no special voting
         rights and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Stock as set forth
         herein) for taking any corporate action.

                  4.   Certain Restrictions.

                  4.1. Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in paragraph 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (a) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series A Preferred
         Stock;

                  (b) declare or pay dividends, or make any other distributions,
         on any shares of stock ranking on a parity (either as to dividends or
         upon liquidation, dissolution or winding up) with the Series A
         Preferred Stock, except dividends paid ratably on the Series A
         Preferred Stock and all such parity stock on which dividends are
         payable or in arrears in proportion to the total amounts to which the
         holders of all such shares are then entitled;

                  (c) redeem or purchase or otherwise acquire for consideration
         shares of any stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series A Preferred
         Stock, provided that the Corporation may



                                       6





         at any time redeem, purchase or otherwise acquire shares of any such
         junior stock in exchange for shares of any stock of the Corporation
         ranking junior (either as to dividends or upon dissolution, liquidation
         or winding up) to the Series A Preferred Stock; or

                  (d) redeem or purchase or otherwise acquire for consideration
         any shares of Series A Preferred Stock, or any shares of stock ranking
         on a parity with the Series A Preferred Stock, except in accordance
         with a purchase offer made in writing or by publication (as determined
         by the Board of Directors) to all holders of such shares upon such
         terms as the Board of Directors, after consideration of the respective
         annual dividend rates and other relative rights and preferences of the
         respective series and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

                  4.2. The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under subparagraph (c) of
paragraph 4.1, purchase or otherwise acquire such shares at such time and in
such manner.

                  5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein or in
any other Preferred Stock Designation creating a series of Preferred Stock or
any similar stock or as otherwise required by law.

                  6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (i) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (ii) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on


                                       7




the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(i) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.

                  9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

                  10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of
the outstanding shares of Series A Preferred Stock, voting together as a single
class.

                                       8


                  FIFTH: The Corporation is to have perpetual existence.

                  SIXTH: The private property of the stockholders of the
Corporation shall not be subject to the payment of corporate debts to any extent
whatever.

                  SEVENTH: Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the whole Board. A director need not be a stockholder. The election
of directors of the Corporation need not be by ballot unless the By-Laws so
require.

                  The directors, other than those who may be elected by the
holders of any series of Preferred Stock or any other series or class of stock,
as provided herein or in any Preferred Stock Designation, 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. 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 to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.

                  Subject to the rights of the holders of any series of
Preferred Stock or any other series or class of stock, as provided herein or in
any Preferred Stock Designation, to elect additional directors under specific
circumstances, any director may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least 66 2/3% of the
voting power of the then outstanding capital stock of the Corporation (the
"Capital Stock") entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class.

                  Subject to the rights of the holders of any series of
Preferred Stock, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies on the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then serving on the
Board, though less than a quorum, and directors so chosen shall hold office for
a term expiring at the annual meeting of stockholders at which the term of
office of the


                                       9


class to which they have been elected expires and until such director's
successor shall have been duly elected and qualified. No decrease in the number
of authorized directors constituting the whole Board of Directors shall shorten
the term of any incumbent director.

                  No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. No repeal or modification of this paragraph,
directly or by adoption of an inconsistent provision of this Certificate of
Incorporation, by the stockholders of the Corporation shall be effective with
respect to any cause of action, suit, claim or other matter that, but for this
paragraph, would accrue or arise prior to such repeal or modification.

                  EIGHTH: Unless otherwise determined by the Board of Directors,
no holder of stock of the Corporation shall, as such holder, have any right to
purchase or subscribe for any stock of any class which the Corporation may issue
or sell, whether or not exchangeable for any stock of the Corporation of any
class or classes and whether out of unissued shares authorized by the
Certificate of Incorporation of the Corporation as originally filed or by any
amendment thereof or out of shares of stock of the Corporation acquired by it
after the issue thereof.

                  NINTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof, or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the General Corporation Law of
the State of Delaware or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 279 of Title 8 of the General Corporation Law of the State of Delaware
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made,



                                       10



be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

                  TENTH:

                  1. Amendment of Certificate of Incorporation. From time to
time any of the provisions of the Certificate of Incorporation may be amended,
altered or repealed, and other provisions authorized by the statutes of the
State of Delaware at the time in force may be added or inserted in the manner at
the time prescribed by said statutes, and all rights at any time conferred upon
the stockholders of the Corporation by its Certificate of Incorporation are
granted, subject to this reservation.

                  2. By-Laws. The Board of Directors is expressly authorized to
make, alter, amend and repeal the By-Laws of the Corporation, in any manner not
inconsistent with the laws of the State of Delaware or of the Certificate of
Incorporation of the Corporation, subject to the power of the holders of the
Capital Stock to alter or repeal the By-Laws made by the Board of Directors.

                  ELEVENTH:

                  1. Written Consent in Lieu of 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.

                  2. Special Meeting of Stockholders. 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 Section 2 of Article
Eleventh, "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 this Section 2 of Article Eleventh by
Ormat Industries Ltd. or any OIL Transferee.


                                       11