**EXHIBIT 3.2**

**BYLAWS**

**TNP ENTERPRISES, INC.**

AsAdopted on August 4, 2005.  

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**BYLAWSOFTNPENTERPRISES, INC.**

**ARTICLEI**

### 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 at least fifty percent (50%) of allthe shares 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 callmeetings of the shareholders to order and shall act as Chairman of themeeting.  The shareholders may appoint any shareholder or the proxy of anyshareholder to act as Chairman of any meeting of the shareholders in theabsence of the Chairman of the Board, President and a director designated bythe Board to serve as Chairman of the meeting.  The Secretary, or in theabsence of the Secretary, an Assistant Secretary, shall act as Secretary at allmeetings of the shareholders, but in the absence of the Secretary and AssistantSecretary at any meetings of the shareholders, the Chairman of the meeting mayappoint any person 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 instrumentdesignates two (2) or more persons to act as proxies, a majority of the proxies

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present at the meeting may exercise all of the powers conferred by theinstrument unless the instrument provides otherwise.  No proxy shall be votedat any meeting or continuation of an adjourned meeting other than that forwhich the proxy is given.  

            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 number of directors shall be such number as setby resolution of the Board of Directors, but shall not be less than one (1) normore than_seven (7).  The directors shall be elected by the shareholders andshall serve for one year or until the next annual meeting of shareholders, ifelected between annual meetings, or until his or her successor is elected andqualifies.

**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, the shareholdersshall designate an Acting Chairman who shall, during the incapacity of theChairman of the Board, assume and perform all functions and duties which theChairman of the Board is authorized or required by law to do.  The 

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Chairman ofthe Board shall have the power to call special meetings of the shareholders andof the directors for any purpose.  The Chairman of the Board shall preside atall meetings of the shareholders and of the Board of Directors unless theChairman of the Board is absent or incapacitated.  The Chairman of the Board,subject to the authority of the Board of Directors, shall generally do andperform all acts incident to the position of the Chairman of the Board andwhich 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 

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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. 

**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 

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Corporationby the President, or any Vice President, or any other employee, if approved bythe 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, Secretary, Treasurer, andController and one or more Vice Presidents who shall be elected annually by theBoard of Directors at the annual meeting and who shall hold office until thenext annual meeting or until a successor is elected and qualified.  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 

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President may include words indicative ofthe area of responsibility of the Vice President.  Two (2) or more offices maybe held by the same person.  The Board of Directors may from time to timeappoint such additional officers as the interest of the Corporation may requireand fix their terms and duties of office.  A vacancy occurring in any office ofa Vice President may be filled by the Board of Directors.  All Vice Presidentsshall hold office at the discretion of the Board of Directors and shall besubject to removal at any time by the affirmative vote of a majority of thewhole Board of Directors.  Election of any person as an officer of theCorporation shall not of itself create contract rights.  The Board may appointas officers persons who are not employees of the Corporation, with the consentof the shareholders.

**SECTION2.  PRESIDENT**

ThePresident 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 andcontrol of the business and affairs of the Corporation.  The President maydelegate authority to officers of the Corporation as the President maydetermine.  The President shall have the power to segregate the operations ofthe Corporation into areas of responsibility.  The President shall see that thebooks, reports, statements and certificates required by law are properly kept,made, and filed, and shall generally do and perform all acts which areauthorized or required by law.  The President shall designate a Vice Presidentwho shall, during the absence or incapacity of the President, assume andperform all functions and duties which the President might lawfully do ifpresent in person and not under any 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.

## SECTION 5.  TREASURER

The Treasurer shall have the custody of all the fundsand securities of the Corporation, and shall have the power on behalf of theCorporation to sign checks, notes, drafts and other 

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evidences of indebtedness,to borrow money for the current needs of the business of the Corporation and tomake short‐term investments of surplus funds of the Corporation.  TheTreasurer shall render to the Board of Directors, the Chairman of the Board orthe President, whenever requested, an account of all transactions performed asTreasurer and of the financial condition of the Corporation.  The Treasurershall perform other duties as may be assigned by the Board of Directors, theChairman of the Board or the President.  The Treasurer is authorized to appointone or more assistants from time to time as the Treasurer deems advisable, theassistant or assistants to serve at the pleasure of the Treasurer, and toperform the duties that are delegated by the Treasurer.  An assistant shall notbe an officer of the 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.

## SECTION 7.      FORM OF APPOINTMENT

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

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I, ________________(Name), the duly elected _______________ (Title) of TNP Enterprises, Inc. dohereby appoint                                (Name) to serve asAssistant __________________(Title) for the period of               (Date)to                     (Date), unless this appointment is terminatedearlier in writing, to assume or perform all functions and duties which I mightrequire and, in my absence or incapacity, which I might lawfully do if presentand not under any incapacity.

            Anyappointments of assistants by the Secretary, Treasurer and 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, togetherwith the number of shares and the date of issue, shall be entered on theCorporation's books.  All certificates surrendered to the Corporation shall becanceled, 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.  

**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. 

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**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"TNP Enterprises, Inc."  The seal shall be in the charge of the Secretary.  Ifand when directed by the Board of Directors, a duplicate of the seal may bekept and used by the Treasurer or by an Assistant Secretary or AssistantTreasurer.  

## 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**

      TheBoard of Directors of the Corporation is authorized to alter, amend and repealthe Corporation's Bylaws. 

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