**EXHIBIT 3.2.3**

**BYLAWS**

**TEXAS-NEW MEXICO POWER COMPANY**

 

 

 

**AsAdopted on August 4, 2005.**

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**BYLAWSOFTEXAS-NEWMEXICO POWER COMPANYARTICLEI**

### MEETINGS OF SHAREHOLDERS

**SECTION 1.      MEETINGS**

            Theannual meeting of shareholders shall be held at the time and place set byresolution of the Board of Directors for the election of directors and thetransaction of such other business as may properly come before the meeting. 

**           **Specialmeetings may be called by a majority of the Board of Directors, the Chairman ofthe Board, the President or by holders of not less than one-tenth of all theshares entitled to vote at the meeting.  

**SECTION 2.      NOTICE**

            Writtennotice of any meeting stating the time and place, and if a special meeting, thepurpose, of the meeting shall be mailed to each shareholder of record entitledto vote at the meeting at the address of the shareholder as it appears on thestock transfer books of the Corporation, except as otherwise provided by law. Notices of any shareholder meetings shall be mailed not less than thirty (30)days before the meeting. 

## SECTION 3.      ADJOURNMENT

            Whenevera quorum is not present at any meeting of the shareholders, or whenever it maybe deemed desirable, a majority in interest of the shareholders present inperson or by proxy may adjourn the meeting from time to time to any futuredate, without notice other than by announcement at the meeting.  At anycontinuation of the adjourned meeting at which a quorum

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is present, anybusiness may be transacted which might have been transacted at the meetingoriginally scheduled. 

**SECTION 4.      ORDEROF BUSINESS**

            (a)The Chairman of the Board, or in the absence of the Chairman, the President, orin their absence, a director designated by the Board of Directors, shall call meetingsof the shareholders to order and shall act as Chairman of the meeting.  Theshareholders may appoint any shareholder or the proxy of any shareholder to actas Chairman of any meeting of the shareholders in the absence of the Chairmanof the Board, President and a director designated by the Board to serve asChairman of the meeting.  The Secretary, or in the absence of the Secretary, anAssistant Secretary, shall act as Secretary at all meetings of theshareholders, but in the absence of the Secretary and Assistant Secretary atany meetings of the shareholders, the Chairman of the meeting may appoint anyperson to act as Secretary of the meeting.

            (b) The Chairman of the meeting shall have the right to determine the order ofbusiness at the meeting, to prescribe the rules and procedures for the conductof the meeting, and to do all things necessary or desirable for the properconduct of the meeting.

**SECTION 5.      VOTING**

            At meetings of shareholders, every shareholderhaving voting rights as provided for in the Articles of Incorporation shall beentitled to one (1) vote for each share of stock outstanding in the name of theshareholder on the books of the Corporation on the date on which shareholdersentitled to vote are determined or as otherwise provided for in the Articles ofIncorporation.  Each shareholder may be represented and vote by a proxy orproxies appointed by an instrument in writing or other manner authorized by theBoard of Directors to the extent permitted by law.  If the instrument designatestwo (2) or more persons to act as proxies, a majority of the proxies

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present atthe meeting may exercise all of the powers conferred by the instrument unlessthe instrument provides otherwise.  No proxy shall be voted at any meeting orcontinuation of an adjourned meeting other than that for which the proxy isgiven.  

            Inall elections for directors, voting may be by written ballot. 

TheBoard of Directors may fix a date in advance not exceeding thirty (30) daysbefore the date of any meeting of shareholders as a record date for thedetermination of shareholders entitled to notice of and to vote at themeeting.  Only shareholders of record on the date so fixed shall be entitled tonotice of and to vote at the meeting.  

**ARTICLEII**

**DIRECTORS**

## SECTION 1.   NUMBER AND TERMS

            Thebusiness and property of the Corporation shall be managed under the directionof the Board of Directors.  The shareholders shall fix the number of directors,which shall be no less than three (3) and no more than twelve (12).

**SECTION 2.      CHAIRMANOF THE BOARD OF DIRECTORS**

            TheChairman of the Board shall be elected annually by the shareholders at theannual meeting and shall hold that office until a successor is elected andqualified.  In the event of the incapacity of the Chairman of the Board, theshareholders shall designate an Acting Chairman who shall, during theincapacity of the Chairman of the Board, assume and perform all functions andduties which the Chairman of the Board is authorized or required by law to do. The Chairman of the Board shall have the power to call special meetings of theshareholders and of the directors for any purpose.  The Chairman of the Boardshall preside at all meetings of the shareholders and of the Board of Directorsunless the Chairman of the Board is absent or 

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incapacitated.  The Chairman ofthe Board, subject to the authority of the Board of Directors, shall generallydo and perform all acts incident to the position of the Chairman of the Boardand which are authorized or required by law.  

# SECTION 3.    COMPENSATION

            Directors shall receive compensation for theirservices as directors as may be fixed by the holders of Common Stock, includingreimbursement for expenses for Board related services. 

**SECTION 4.      MEETINGS**

            Themeetings of the Board of Directors shall be held at the times and placesdesignated by the Board of Directors.  The annual meeting of the Board ofDirectors for the election of officers and such other business as may properlycome before the meeting shall be held immediately following the annual meetingof shareholders.  Special meetings of the Board of Directors shall be heldwhenever called at the direction of the Chairman of the Board, the President,or any three (3) directors. 

**SECTION 5.      NOTICE**

            No notice shall be required of any annual orregular meeting of the Board of Directors unless the place has been changedfrom that last designated by the Board of Directors.  Notice of any annual orregular meeting, when required, or of any special meeting of the Board ofDirectors shall be given to each director in writing or by telephone at leasttwenty-four (24) hours before the time fixed for the meeting.  Notice may bewaived by any director.  Unless otherwise indicated in the notice, any and allbusiness may be transacted at a special meeting.  At any meeting at which everydirector is present, even without notice, any business may be transacted. 

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**SECTION 6.      ADJOURNMENTS**

            Anyannual, regular or special meeting of the Board of Directors may be adjournedfrom time to time by the members present whether or not a quorum is present,and no notice shall be required of any continuation of an adjourned meetingbeyond the announcement at the adjourned meeting.  

**SECTION 7.      INDEMNIFICATION**

            Eachperson serving as a director or an officer of the Corporation, or, at therequest of the Corporation, as a director or an officer of any other company inwhich the Corporation has a financial interest and regardless of whether or notthe person is then in office, and the heirs, executors, administrators andpersonal representatives of the person, shall be indemnified by the Corporationto the full extent of the authority of the Corporation to so indemnify asauthorized by Texas law.  

**SECTION 8.      COMMITTEES**

            The Board of Directorsmay designate from among its members one (1) or more committees, to exercisethe power and authority and perform the functions that the Board may determine,except as may be limited by law.  

**ARTICLEIII**

**CONTRACTSAND NEGOTIABLE INSTRUMENTS**

**SECTION 1.      AUTHORITYTO SIGN CONTRACTS**

Unless the Board of Directorsshall otherwise specifically direct, all contracts, instruments, documents oragreements of the Corporation shall be executed in the name of the Corporationby the President, or any Vice President, or any other employee, if approved bythe 

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President by either administrative policy letter or specific writtendesignation.  It shall not be necessary that the corporate seal be affixed toany contract.  

# SECTION 2.   AUTHORITY TO SIGN NEGOTIABLE INSTRUMENTS

            Exceptas otherwise authorized by the Board of Directors, all checks, drafts, bills ofexchange, promissory notes, electronic funds transfer documents, and othernegotiable instruments shall be signed by the President, any Vice President,Secretary or Treasurer.  Facsimile signatures shall be sufficient to meet therequirements of this section.  

**SECTION 3.      APPROVALBY SHAREHOLDERS**

            TheBoard of Directors in its discretion may submit any contract, or act, forapproval or ratification at any annual meeting of the shareholders, or at anyspecial meeting of the shareholders called for the purpose of considering theact or contract.  Any contract or act that is approved or ratified by the voteof the holders of the Common Stock of the Corporation which is represented inperson or by proxy at the meeting shall be valid and binding upon theCorporation. 

**ARTICLEIV**

**OFFICERS**

**SECTION1.  NUMBER, ELECTION AND TERM**

Theofficers of the Corporation shall be a President, one or more Vice Presidents,a Secretary, a Treasurer, and a Controller, who shall be elected annually bythe Board of Directors at the annual meeting and who shall hold office untilthe next annual meeting or until a successor is elected and qualified exceptfor the President who shall be elected as provided for in Section 2 below.  ThePresident shall be the Chief Executive Officer of the Corporation.  The Boardof Directors may designate one or more Vice Presidents as "Executive"Vice Presidents and one or more Vice Presidents as "Senior" VicePresidents.  The title of any Vice President may include 

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words indicative ofthe area of responsibility of the Vice President.  The Board of Directors shalldesignate one of the Vice Presidents as the chief financial officer of theCorporation.  The Board of Directors may from time to time appoint suchadditional officers as the interest of the Corporation may require and fixtheir terms and duties of office.  A vacancy occurring in any office of a VicePresident may be filled by the Board of Directors.  All Vice Presidents shallhold office at the discretion of the Board of Directors and shall be subject toremoval at any time by the affirmative vote of a majority of the whole Board ofDirectors.  Election of any person as an officer of the Corporation shall notof itself create contract rights.  The Board may appoint as officers personswho are not employees of the Corporation, with the consent of the shareholders.

**SECTION2.  PRESIDENT**

ThePresident shall be elected annually by the shareholders at the annual meetingof shareholders and shall serve until a successor is elected and qualified. The President shall provide active management over all operations of theCorporation subject to control of the Board of Directors.  The President shallhave the power to appoint and discharge, subject to the general approval orreview by the Board of Directors, employees and agents of the Corporation andto fix their compensation, to make and sign contracts and agreements in thename of and on behalf of the Corporation and direct the general management and controlof the business and affairs of the Corporation.  The President may delegateauthority to officers of the Corporation as the President may determine.  ThePresident shall have the power to segregate the operations of the Corporationinto areas of responsibility.  The President shall see that the books, reports,statements and certificates required by law are properly kept, made, and filed,and shall generally do and perform all acts which are authorized or required bylaw.  The President shall designate a Vice President who shall, during theabsence or incapacity of the President, assume and perform all functions andduties which the President might lawfully do if present in person and not underany incapacity.

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**SECTION3.  VICE PRESIDENTS**

EachVice President designated as "Executive" or "Senior VicePresident" shall be responsible for the areas and activities assigned bythe President, shall be subject to the authority of the President and shallassist in the general control and management of the business and affairs of theCorporation. 

Allother Vice Presidents shall be responsible for the areas and activitiesassigned by the President and shall perform other duties as may be required,including those assigned to an Executive or Senior Vice President during theabsence or incapacity of the Executive or Senior Vice President. 

## SECTION 4.  SECRETARY

TheSecretary shall keep a record in the proper books provided for that purpose ofmeetings and proceedings of shareholders, the Board of Directors and Committeesof the Board of Directors, and shall record all votes of the directors andshareholders in a book to be kept for that purpose.  The Secretary shall notifythe directors and shareholders of meetings as required by law or by the bylawsof the Corporation and shall perform other duties as may be required by law orthe bylaws of the Corporation, or which may be assigned from time to time bythe Board of Directors, Chairman of the Board or President.  The Secretary isauthorized to appoint one or more assistants from time to time as the Secretarydeems advisable, the assistant or assistants to serve at the pleasure of theSecretary, and****to perform the duties that are delegated by theSecretary.  An assistant shall not be an officer of the Corporation. 

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## SECTION 5.  TREASURER

TheTreasurer shall have the custody of all the funds and securities of theCorporation, and shall have the power on behalf of the Corporation to signchecks, notes, drafts and other evidences of indebtedness, to borrow money forthe current needs of the business of the Corporation and to make short‐terminvestments of surplus funds of the Corporation.  The Treasurer shall render tothe Board of Directors, the Chairman of the Board or the President, wheneverrequested, an account of all transactions performed as Treasurer and of thefinancial condition of the Corporation.  The Treasurer shall perform otherduties as may be assigned by the Board of Directors, the Chairman of the Boardor the President.  The Treasurer is authorized to appoint one or moreassistants from time to time as the Treasurer deems advisable, the assistant orassistants to serve at the pleasure of the Treasurer, and to perform the dutiesthat are delegated by the Treasurer.  An assistant shall not be an officer ofthe Corporation***.***

## SECTION 6.  CONTROLLER

            TheController shall be the chief accounting officer of the Corporation and havefull responsibility and control of the accounting practices of theCorporation   The Controller shall, subject to the approval of the Board ofDirectors or the President, establish accounting policies.  The Controllershall standardize and coordinate accounting practices, supervise all accountingrecords and the presentation of all financial statements and tax returns.  TheController shall have other powers and duties as, from time to time, may beconferred by the Board of Directors, the Chairman of the Board or thePresident.  The Controller is authorized to appoint one or more assistants fromtime to time as the Controller deems advisable, the assistant or assistants toserve at the pleasure of the Controller, and to perform the duties that aredelegated by the Controller.  An assistant shall not be an officer of theCorporation. 

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## SECTION 7.      FORM OF APPOINTMENT

            Inmaking any appointments of assistants, the Secretary, Treasurer and Controllershall use the following form:

I, ________________(Name), the duly elected _______________ (Title) of Texas-New Mexico PowerCompany do hereby appoint                              (Name) to serveas Assistant __________________(Title) for the period of                        (Date)to            (Date), unless this appointment is terminated earlier inwriting, to assume or perform all functions and duties which I might requireand, in my absence or incapacity, which I might lawfully do if present and notunder any incapacity.

            Anyappointments of assistants by the Secretary, Treasurer or Controller and anyterminations of appointments shall be maintained in the records of theSecretary's office*. *

**ARTICLEV**

**CAPITALSTOCK**

**SECTION 1.      CERTIFICATESOF STOCK**

            Thename of the person owning shares of the capital stock of the Corporation,together with the number of shares and the date of issue, shall be entered onthe Corporation's books.  All certificates surrendered to the Corporation shallbe canceled, and no new certificates shall be issued until a certificate orcertificates aggregating the same number of shares of the same class have beensurrendered or canceled.  The Board of Directors may make proper provision,from time to time, for the issuance of new certificates in place of lost,destroyed or stolen****certificates.  

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**SECTION 2.      TRANSFEROF SHARES**

            Transfersof shares shall be made only upon the books of the Corporation by the holder****or by the holder's attorney in fact upon surrender of certificates for alike number of shares. 

**SECTION 3.      LOST,DESTROYED OR STOLEN CERTIFICATES**

            Anew certificate of stock may be issued in the place of any certificatepreviously issued by the Corporation, or any predecessor of the Corporation,alleged to have been lost, destroyed or stolen. The Board of Directors may, inits discretion, require the owner of the lost, destroyed or stolen certificateto give to the Corporation satisfactory evidence that the certificate was lost,destroyed or stolen. 

**SECTION 4.      FIXINGOF RECORD DATES**

            Forthe purpose of determining shareholders entitled to notice of any meeting ofshareholders, or entitled to receive payment of any dividend, or in order tomake a determination of shareholders for any other proper purpose, the Board ofDirectors may, by resolution, provide that the stock transfer books be closedfor a stated period not to exceed thirty (30) days.  If the stock transferbooks are closed for the purpose of determining shareholders entitled to noticeof a meeting of shareholders, the books shall be closed for at least ten (10)days immediately prior to the meeting.  

            Inlieu of closing the stock transfer books, the Board of Directors may, byresolution, fix in advance a date as the record date for any determination ofshareholders, the date to be not more than thirty (30)****days and, in caseof a meeting of shareholders, not less than ten (10)****days prior to thedate on which the action requiring the determination of shareholders is to betaken. 

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### ARTICLE VI

**MISCELLANEOUSPROVISIONS**

**SECTION 1.      BOOKS**

            Thebooks of the Corporation, except as otherwise provided by law, may be keptoutside of the State of Texas, at such place or places as may be designated bythe Board of Directors. 

**SECTION 2.      CORPORATESEAL**

            Thecommon corporate seal is, and until otherwise ordered by the Board of Directorsshall be, an impression circular in form upon paper or wax bearing the words"Texas-New Mexico Power Company."  The seal shall be in the charge of theSecretary.  If and when directed by the Board of Directors, a duplicate of theseal may be kept and used by the Treasurer or by an Assistant Secretary orAssistant Treasurer.  

## SECTION 3.      FISCAL YEAR

            Thefiscal year of the Corporation shall be as determined by the Board ofDirectors.  

**SECTION 4.      PRINCIPALOFFICE**

            The principal officeshall be established and maintained at a place designated by the Board ofDirectors.

**SECTION 5.      BYLAWS**

            Thecommon shareholders of the Corporation are authorized to alter, amend andrepeal the Corporation's Bylaws, or adopt new Bylaws.  The Board of Directorsof the Corporation is authorized to alter, amend and repeal the Corporation'sBylaws, except as provided in this Section.

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            TheBoard of Directors is not authorized to alter, amend or repeal the provisionsof the Corporation's Bylaws relating to the number of directors, compensationof directors, selection of the Chairman of the Board of Directors, andselection of the President.  

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