**EXHIBIT 3.1**

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**ARTICLES OF INCORPORATIONOF TNP ENTERPRISES, INC.**

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**AS AMENDED THROUGH JULY 7,2005**

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**Office of the Secretary ofState**

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**CERTIFICATE OF AMENDMENTOF**

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**TNP ENTERPRISES, INC.64194700**

Theundersigned, as Secretary of State of Texas, hereby certifies that the attachedArticles of amendment for the above named entity have been received in thisoffice and have been found to conform to law.

ACCORDINGLYthe undersigned, as Secretary of State, and by virtue of the authority vestedin the Secretary by law hereby issues this Certificate of Amendment.

Dated: 07/07/2005Effective: 07/07/2005
| /s/  Roger Williams              |
|----------------------------------|
|     Roger Williams     |
|     Secretary of State |

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** ARTICLES OF AMENDMENT TOARTICLES OF INCORPORATIONOFTNP ENTERPRISES, INC.**

Pursuantto the provisions of Article 4.04 of the Texas Business Corporation Act, TNPEnterprises, Inc. adopts the following Articles of Amendment to its Articles ofIncorporation:

** ARTICLEONE**

Thename of the corporation is TNP Enterprises, Inc.

** ARTICLETWO**

Thefollowing amendment to the Articles of Incorporation was adopted by theshareholders of the corporation on June 6, 2005.

**A.     Article Three** is amended so that itreads in its entirety as follows:

Thepurpose or purposes for which the Corporation is organized are to transact anyand all lawful business for which corporations may be incorporated under theTexas Business Corporation Act.

**ARTICLETHREE**

Thenumber of shares of the corporation outstanding at the time of adoption was onehundred (100) shares of common stock.

**ARTICLEFOUR**

Thenumber of shares that voted for the amendment was one hundred (100); and thenumber of shares that voted against the amendment was zero.

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IN WITNESS WHEREOF, the undersigned has executedthese Articles of Amendment as of this 5th day of July, 2005.

TNPENTERPRISES, INC.

By: /s/ Terry R. Horn              Name:  Terry R. HornTitle:     Vice President, Secretary and Treasurer

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**ARTICLES OF MERGER**

** of**

** ST ACQUISITION CORP.,a Texas corporation**

** with and into**

** TNP ENTERPRISES, INC.**,**a Texas corporation**

            Pursuantto Article 5.04 of the Texas Business Corporation Act, ST Acquisition Corp., a Texas corporation (***"ST Acquisition"***), and TNP Enterprises, Inc., a Texas corporation (***"TNP Enterprises"***), adopt the following Articles ofMerger:

            ***FIRST***: Thename of each corporation that is a party to the plan of merger (the "***Merger***"),and the state under whose laws each corporation is incorporated are:
|             Name                                                                           State |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             ST Acquisition Corp.                                               Texas                                                                                                                                                    |
|             TNP Enterprises, Inc.                                               Texas                                                                                                                                                   |

            ***SECOND***:        TNPEnterprises shall be the surviving corporation of the Merger.

            ***THIRD***:           AnAgreement and Plan of Merger has been approved by ST Acquisition and TNPEnterprises in the manner prescribed by their constituent documents and theprovisions of Article 5.03 of the Texas Business Corporation Act.

            ***FOURTH****:*       TheArticles of Incorporation of the surviving corporation will be the Articles ofIncorporation of ST Acquisition as in effect immediately prior to the Merger,except that the Articles of Incorporation of ST Acquisition will be amended tochange the name of the corporation as it appears therein from "ST AcquisitionCorp." to "TNP Enterprises, Inc."   By way of clarification, the survivingcorporation will retain the name "TNP Enterprises, Inc." but will change itsArticles of Incorporation to those of ST Acquisition in effect immediatelyprior to the Merger. 

            ***FIFTH****:*           Anexecuted copy of the Agreement and Plan of Merger is on file at the principalplace of business of TNP Enterprises, the surviving corporation.  The address ofthe principal place of business of TNP Enterprises is 4100 International Plaza, Fort Worth, Texas 76109.

            ***SIXTH:***           A copy of the Agreement and Plan of Merger will be furnished by TNPEnterprises, the surviving corporation, on written request and without cost toany shareholder of ST Acquisition and TNP Enterprises, and to any creditor orobligee of ST Acquisition and TNP Enterprises at the time of the Merger if suchobligation is then outstanding.

***            SEVENTH:***      TNPEnterprises, the surviving corporation, will be responsible for, and obligatedto pay, all applicable Texas franchise taxes and related fees of STAcquisition, if the same are not timely paid.

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            ***EIGHTH***:        Foreach corporation that is a party to the Merger, the number of sharesoutstanding and entitled to vote on the Merger, and the number of shares whichvoted for and against the Merger are as follows:

ST Acquisition
| Number and Type of Shares Outstanding                        100shares common stock, no par value                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                  100,000shares of Series A Preferred Stock, no par value       |
| Numberand Type of Shares Entitled to Vote                   100 shares common stock,no par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **                                                                                                **100,000 shares of Series A Preferred Stock, no parvalue    |
| Numberof Shares which Voted For the Merger**              **100 shares commonstock, no par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                  100,000shares of Series A Preferred Stock, no par value            |
| Numberof Shares which Voted Against the Merger**       **0 shares common stock,no par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                    0shares of Series A Preferred Stock, no par value |

TNP Enterprises
| Number and Type of Shares Outstanding                          13,415,566shares common stock, no par value |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Numberand Type of Shares Entitled to Vote                    13,415,566 shares commonstock, no par value                                 |
| Numberof Shares which Voted For the Merger** **              10,893,305 sharescommon stock, no par value                                                          |
| Numberof Shares which Voted Against the Merger        107,777 shares common stock, nopar value                                                                                                       |

            ***NINTH***:           TheMerger shall become effective upon the filing of these Articles of Merger withthe Texas Secretary of State.

* * * * *

***Remainder of Page Intentionally Left Blank.***

***Signature Page(s) Follow****.*

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            ***INWITNESS WHEREOF***, the undersigned have executed these Articles ofMerger, in one or more counterparts, as of the 7th day of April, 2000.     

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**                                                                        STACQUISITION CORP.,**

**                                                                       **a Texas corporation

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**                                                                       **By:                   /s/ William J. Catacosinos                     **                                                                                    **William J. Catacosinos, Chairman,                                                                                     President and ChiefExecutive Officer

                                                                       **TNPENTERPRISES, INC.,**

                                                                        a  Texas corporation

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**                                                                       **By:                   /s/ Kevern R. Joyce                              **                                                                                   **Kevern R. Joyce, Chairman, President and Chief                                                                                    ExecutiveOfficer

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**AMENDED ANDRESTATEDARTICLES OFINCORPORATIONOF ST ACQUISITIONCORP.**

** ARTICLE ONE**

** **                        Pursuant to the provisions ofArticle 4.07 of the Texas Business Corporation Act (the "TBCA"), STAcquisition Corp. (the "Corporation") adopts the following Amendedand Restated Articles of Incorporation which accurately copy the Articles ofIncorporation and all amendments thereto that are in effect to date and asfurther amended by such Restated Articles of Incorporation as hereinafter setforth and which contain no other change in any provision hereof.

**ARTICLE TWO**

** **                        The Articles of Incorporation of theCorporation are hereby amended by these Amended and Restated Articles ofIncorporation as follows:  (a) current ARTICLES I, II, V, VI, VII, VIII, IX, XIand XII remain unchanged and are redesignated as ARTICLES I, II, V, VI, VII,VIII, IX, XI and XII respectively of ARTICLE FIVE below, (b) current ARTICLESIII, IV and X are amended and redesignated ARTICLES III, IV and X respectivelyof ARTICLE FIVE below, (c) current ARTICLES XIII is deleted and replaced withARTICLE XIII of ARTICLE FIVE below.

**ARTICLE THREE**

** **                        Each amendment made by the Amendedand Restated Articles of Incorporation has been effected in conformity with theprovisions of the TBCA and each such amendment made was duly adopted on April5, 2000, by the shareholders of the Corporation.

**ARTICLE FOUR**

** **                        The number of shares of theCorporation outstanding was 100 shares of common stock, and the number ofshares entitled to vote on the restated articles of incorporation as so amendedwas 100 shares of common stock.  All of the shareholders of the Corporationhave signed a written consent to the adoption of such restated articles ofincorporation as so amended pursuant to Article 9.10 of the TBCA.

** ARTICLE FIVE**

**                        **The articles of incorporationand all amendments and supplements thereto are hereby superseded by thefollowing restated articles of incorporation which accurately copy the entiretext thereof and as amended as above set forth:

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ARTICLEI

NAME

The name of the Corporation is ST Acquisition Corp.

ARTICLEII

DURATION

The period ofthe Corporation's duration is perpetual.

 ARTICLEIII

PURPOSE

Section 1.         Thepurpose or purposes for which the Corporation is organized are to transact anyand all lawful business for which corporations may be incorporated under theTexas Business Corporation Act; provided that, to ensure the separateness ofthe Corporation, the Corporation will

(a)            maintain accurate and appropriate detailed books, financial records andaccounts, including checking and other bank accounts and custodian and othersecurities safekeeping accounts, that are separate and distinct from those ofany other Person;

(b)           maintain its books, financial records and accounts (including inter-entitytransaction accounts) in a manner so that it will not be difficult or costly tosegregate, ascertain or otherwise identify its assets and liabilities;

(c)           not commingle any of its assets, funds, liabilities or businessfunctions with the assets, funds, liabilities or business functions of anyother Person;

(d)           observe all appropriate corporate procedures and formalities;

(e)            not merge or consolidate with any other Person (other than for financialreporting purposes);

(f)            cause all material transactions and agreements between it and any one ormore of its Affiliates (including transactions and agreements pursuant to whichthe assets or property of 

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                one is used or to be used by the other) to be enteredinto in the names of the Persons that are parties to the transaction oragreement and to be formally documented in writing;

(g)           conduct transactions with third parties in its name and as a Person thatis separate and distinct from its Affiliates;

(h)          pay its own liabilities, expenses and losses only from its own assets;

(i)            compensate all consultants, independent contractors and agents from itsown funds for services provided to it by such consultants, independentcontractors and agents;

(j)            to the extent that it and its Affiliates jointly contract or do businesswith vendors or service providers or share overhead expenses, allocate fairly,appropriately non-arbitrarily the costs and expenses incurred in so doingbetween or among such Persons, with the result that each such Person bears itsfair share of all such costs and expenses;

(k)           to the extent that it contracts or does business with vendors or serviceproviders where the goods or services are wholly or partially for the benefitof its Affiliates, allocate fairly, appropriately and non-arbitrarily the costsincurred in so doing to the Person for whose benefit the goods or services areprovided, with the result that each such Person bears its fair share of allsuch costs;

(l)            not enter into any guaranty, or otherwise become liable for, or pledgeits assets to secure, the liabilities, debts or obligations of any otherPerson;

(m)          hold itself out as separate and distinct from any other Person and shallnot identify itself as a division or department of any other Person;

(n)           ensure that decisions with respect to its business and daily operationsshall be independently made (although the individual making any particulardecision may also be an employee, officer or director of any one or more of itsAffiliates) and shall not be dictated by its Affiliates;

(o)           to the extent that it occupies any premises in the same location orshares the use of equipment with its Affiliates, allocate fairly, appropriatelyand non-arbitrarily any rent and overhead expenses among and between suchPersons with the result that each bears its fair share of all such rent and expenses;

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(p)           cause its representatives and agents to hold themselves out to thirdparties as being its representatives or agents, as the case may be, and conductits business using separate business cards, letterhead, purchase orders,invoices, checks and the like bearing its own name, it being understood that itneed not have its own dedicated employees;

(q)           to the extent that it share the same officers or other employees withits Affiliates, allocate fairly, appropriately and non-arbitrarily the salariesof and expenses related to providing other benefits to such officers and otheremployees between or among such Persons, with the result that each such Personwill bear its fair share of the salary and benefit costs associated with allsuch common or shared officers or other employees;

(r)            maintain separate annual financial statements prepared in accordancewith generally accepted accounting principles, consistently applied, showingits assets and liabilities separate and distinct from those of any otherPerson;

(s)            pay or bear the cost of the preparation of its financial statements, andhave such financial statements audited by an independent certified publicaccounting firm;

(t)            to the extent its financial statements are to be consolidated with thefinancial statements of any other Person, cause to be included in suchconsolidated financial statements a narrative description of its separateassets, liabilities, business functions, operations and existence to ensurethat such separate assets, liabilities, business functions, operations andexistence are readily distinguishable by any Person receiving or relying upon acopy of such consolidated financial statements;

(u)           not hold out its credit as being available to satisfy the debts orobligations of any other Person;

(v)           correct any known misunderstanding regarding its separate identity;

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(w)          not make any loans to any Person or buy or hold any indebtedness orother obligations issued by any other Person (except for cash and cashequivalents);

(x)            hold all of its assets in its own name;

(y)           maintain an arm's-length relationship with its Affiliates and enter intotransactions with Affiliates only on a commercially reasonably basis.

Section 2.         For thepurpose of this Article III, 

(a)           "Affiliate" shall mean any other person directly or indirectlycontrolling, controlled by, or under common control with, that person; forpurposes of this definition, "control" (including, withcorrelative meanings, the terms "controlling," "controlledby" and "under common control with"), as applied toany person, means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of that person,whether through the ownership of voting securities, by contract or otherwise.

(b)           "Person" shall include individuals, corporations,partnerships, trusts, other entities and groups (which term shall include a"group" as such term is defined in Section 13(d)(3) of the ExchangeAct).

ARTICLEIV

SHARES

Section 1.         Theaggregate number of shares which the Corporation has authority to issue isthree million (3,000,000); one million (1,000,000) shares shall be common stock(the "Common Stock"), no par value per share, and two million (2,000,000)shares shall be preferred stock (the "Preferred Stock"), no par valueper share.

Section 2.         Sharesof Preferred Stock may be issued from time to time in one or more series, eachof which is to have a distinctive serial designation as determined in theresolution or resolutions of the Board of Directors providing for the issuanceof such Preferred Stock from time to time.

Section 3.         Each series of Preferred Stock:

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(a)           may have such number of shares;

(b)           may have such voting powers or may be without voting powers;

(c)           may be subject to redemption at such time or times and atsuch price;

(d)           may be entitled to receive dividends (which may be cumulativeor noncumulative) at such rate or rates, on such conditions, from such date ordates, and at such times, and payable in preference to, or in such relation to,the dividends payable on any other class or classes or series of stock;

(e)           may have such rights upon the dissolution of, or upon anydistribution of the assets of, the Corporation; 

(f)            may be made convertible into, or exchangeable for, shares ofany other class or classes, or of any other series of the same class or of anyother class or classes, of stock of the Corporation at such price or prices orat such rates of exchange, and with adjustments;

(g)          may be entitled to the benefit of a sinking fund or purchasefund to be applied to the purchase or redemption of shares of such series insuch amount or amounts;

(h)          may be entitled to the benefit of conditions and restrictionsupon the creation of indebtedness of the Corporation or any subsidiary, uponthe issuance of any additional stock (including additional shares of suchseries or of any other series) and upon the payment of dividends or the makingof other distributions on, and the purchase, redemption or other acquisition bythe Corporation of stock of any class or series; and

(i)            may have such other relative, participating, optional orother special rights, and qualifications, limitations or restrictions thereof;

as in each suchinstance is stated in the resolution or resolutions of the Board of Directorsproviding for the issuance of such Preferred Stock.  Except where otherwise setforth in such resolution or resolutions the number of shares comprising suchseries may be increased or decreased (but not below the number of shares thenoutstanding) from time to time by like action of the Board of Directors.  Theforegoing enumeration of the designations, preferences, limitations andrelative rights which may be fixed with respect to shares of Preferred Stock ismerely illustrative of the power of the Board of Directors.  The authority ofthe Board of Directors to fix such designations, preferences, limitations andrelative rights shall be with the maximum authority permissible pursuant toArticle 2.13 of the TBCA, as it may be amended from time to time.

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Section 4.         Sharesof any series of Preferred Stock which have been redeemed (whether through theoperation of a sinking fund or otherwise) or purchased by the Corporation, orwhich, if convertible or exchangeable, have been converted into or exchangedfor shares of stock of any other series, class or classes will have the statusof authorized but unissued shares of Preferred Stock and may be reissued as apart of the series of which they were originally a part or may be reclassifiedand reissued as part of a new series of Preferred Stock created by resolutionor resolutions of the Board of Directors or as part of any other series ofPreferred Stock, all subject to the conditions or restrictions on issuance setforth in the resolution or resolutions adopted by the Board of Directorsproviding for the issuance of any series of Preferred Stock and to any filingrequired by law.

Section 5.            (a)          Except as otherwiseprovided by law or by the resolutions of the Board of Directors providing forthe issuance of any series of Preferred Stock, Common Stock will have theexclusive right to vote for the election of directors and for all otherpurposes.  Each holder of Common Stock will be entitled to one vote for eachshare held.

(b)         Subject to all of the rights of Preferred Stock or any seriesthereof, the holders of Common Stock will be entitled to receive, when, as andif declared by the Board of Directors, out of funds legally available therefor,dividends payable in cash, in stock or otherwise.

(c)          Upon any liquidation, dissolution or winding‐up of theCorporation, whether voluntary or involuntary, and subject to the rights of theholders of Preferred Stock, the remaining net assets of the Corporation will bedistributed pro rata to the holders of Common Stock in accordance with theirrespective rights and interests.

Section 6.         Allshares of Common Stock or Preferred Stock of the Corporation, including,without limitation, shares issued as a stock dividend, shall, when the fulllawful consideration fixed by the Board of Directors has been paid, or when soissued as a stock dividend, be deemed fully paid and not liable to any furthercall or assessment thereon, and the holders of such shares shall not be liablefor any further

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payment thereon.  Any of the unissued shares of capital stockof the Corporation may be issued from time to time in such amount and manner,including, without limitation, in distribution as stock dividends, and for suchlawful consideration as the Board of Directors may determine.

ARTICLEV

DENIALOF PREEMPTIVE RIGHTS

The right of ashareholder referred to in Article 2.22‐1 of the Texas BusinessCorporation Act, to exercise a preemptive right to acquire additional, unissuedor treasury shares of the Corporation or securities of the Corporationconvertible into or carrying a right to subscribe to or acquire shares of theCorporation is hereby denied.

ARTICLEVI

ELECTIONOF DIRECTORS; NONCUMULATIVE VOTING

Directors shall be elected by majority vote.  No shareholder of theCorporation shall have the right to cumulate his votes in the election ofdirectors.  Subject to any voting rights granted to holders of any class orseries of Preferred Stock, each holder of Stock of the Corporation entitled tovote in connection with the election of directors shall be entitled to castthat number of votes as is equal to the number of shares of capital stock ofthe Corporation owned by such holder for as many directors as there are to beelected.

ARTICLE VII

POWER TO AMENDBYLAWS

Without limitingthe power of the shareholders of the Corporation to amend or repeal theCorporation's bylaws or to adopt new bylaws, the Board of Directors shall havethe power to amend or repeal the Corporation's bylaws and to adopt new bylawsat any regular or special meeting of the directors at which a quorum is presentby the affirmative vote of a majority of those present at such meeting,provided notice of the proposed alteration, amendment or repeal is contained inthe notice of such meeting.

ARTICLE VIII

COMMENCEMENTOF BUSINESS

The Corporationwill not commence business until it has received for the issuance of its sharesconsideration of the value of One Thousand Dollars ($1,000.00).

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ARTICLEIX

REGISTEREDOFFICE AND AGENT

The streetaddress of the initial registered office of the Corporation is CT CorporationSystem, 350 N. St. Paul Street, Dallas, Texas 75201, and the name of itsinitial registered agent at such address is CT Corporation System. 

 ARTICLEX

BOARDOF DIRECTORS

The number ofdirectors presently constituting the Board of Directors is one (1) and the nameand address of the person who is serving as director is:

William J. Catacosinos2 Robbins LaneSuite 201Jericho, NY  11753

The number ofdirectors may hereafter be increased or decreased as provided in the bylaws ofthe Corporation.

ARTICLEXI

LIABILITYOF DIRECTORS

No director ofthe Corporation shall be liable to the Corporation or its shareholders formonetary damages for an act or omission in the director's capacity as adirector, except that this article does not eliminate or limit the liability ofa director to the extent the director is found liable for:  (a) a breach of thedirector's duty of loyalty to the Corporation or its shareholders; (b) an actor omission not in good faith that constitutes a breach of duty of the directorto the Corporation or an act or omission that involves intentional misconductor a knowing violation of the law; (c) a transaction from which the directorreceived an improper benefit, whether or not the benefit resulted from anaction taken within the scope of the director's office; (d) an act or omissionfor which the liability of a director is expressly provided for by anapplicable statute.

ARTICLE XII

ACTIONSBY SHAREHOLDERS WITHOUT A MEETING

Any actionrequired by the Texas Business Corporation Act to be taken at any annual orspecial meeting of shareholders, or any action which may be taken at any annualor special meeting of shareholders, may be taken without a meeting, withoutprior notice, and without a vote, if a consent or consents in writing, settingforth the action so taken, shall be signed by the holder or holders of shareshaving not less than the minimum number of votes that would be necessary to takesuch action at a meeting at which the holders of all shares entitled to vote onthe action were present and voted.

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ARTICLE XIII

 SPECIALMEETINGS OF SHAREHOLDERS

Special meetingsof the shareholders, for any purpose or purposes, unless otherwise prescribedby statute, may be called by (a) the President or Chairman of the Board ofDirectors, (b) a majority of the members of the Board of Directors or (c) theholders of at least fifty percent (50%) of all the shares entitled to vote atsuch meetings.

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IN WITNESSWHEREOF, the undersigned has executed these Amended and Restated Articles ofIncorporation as of this 6th day of April, 2000.

 

ST ACQUISITIONCORP.

 

By: /s/Theodore Babcock       TheodoreBabcock        VicePresident, Treasurer and Secretary

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