ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2012, the Board of Directors of BioPower Operations Corporation (the "Company") elected Michael Dinkes, Esq., CPA as a director and Chairman of BioPower's Audit Committee.

Mr. Dinkes is a non-management director and will receive 30,000 shares of common stock, consistent with the compensation to be received by any other non-management members of the Board and an additional 20,000 shares of common stock as Chairman of BioPower's audit committee. The Company has determined that there are no related person transactions, as contemplated by Item 404(a) of Regulation S-K, to which the Company and Mr. Dinkes are parties.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Also on June 7, 2012, the Board of Directors amended the Company's Bylaws to provide that the number of directors constituting the entire Board shall be fixed from time to time by the Board, but shall not be more than 7 directors. The Board fixed the current number of directors at 3. A copy of the Bylaws, as amended, are attached hereto as Exhibit 4.1 and are incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit Description of Exhibit No. 4.1 Bylaws of BioPower Operations Corporation as of June 7, 2012.