By Laws

BYLAWS OF INFRAGARD EL PASO MEMBERS ALLIANCE, INC.

These Bylaws govern the affairs of INFRAGARD EL PASO MEMBERS ALLIANCE, a non-profit corporation (referred to as the "Corporation") organized under the Texas Non-Profit Corporation Act (referred to as the "Act").

ARTICLE I

Offices

1.01. Principal Office. The principal office of the Corporation in the State of Texas shall be located at 1812 Pete Brown Drive, El Paso, Texas 79936. The Corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation.

1.02 Registered Office and Registered Agent. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.

ARTICLE II

Board of Directors

2.01 Management of the Corporation. The affairs of the Corporation shall be managed by the Board of Directors.

2.02 Number, Qualifications, and Tenure of Directors. The number of Directors shall be a number determined by the Board of Directors that is not less than four and not greater than nine. Directors need not be residents of Texas. The terms of the Directors shall be staggered so that terms of half the Directors shall begin in even-numbered years and terms of half the Directors shall begin in odd-numbered years.

2.03 Nomination of Directors. At any meeting at which the election of a Director occurs, any qualified member may nominate a person with the second of any other member. The Secretary shall include the names nominated with the notice of the meeting at which the election occurs.

2.04 Election of Directors. A person who meets any qualification requirements to be a Director and who has been duly nominated may be elected as a Director. Directors shall be elected by a vote of the members attending the meeting at which the election occurs. Each Director shall hold office until a successor is elected and qualified. A Director may be nominated and elected to succeed himself or herself as Director.

2.05 Vacancies. Any vacancy occurring in the Board of Directors, or in any Director position to be filled due to an increase in the number of Directors, shall be filled by a nomination as stated in 2.03 and elected as stated in 2.04. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

2.06 Annual Meeting. The annual meeting of the Board of Directors shall be held at the principal office of the Corporation on the second Tuesday of January at 7:00 p.m. without notice other than these Bylaws. If the annual meeting shall be held at any other location, notice shall be given as provided in Section 2.09 hereunder. If the first second Tuesday of January is a holiday, the meeting shall be held on a date and at a time as provided in Section 2.07 herein below.

2.07 Regular Meetings. The Board of Directors may provide for regular meetings by resolution, stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Corporation's registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the Board of Directors is required other than a resolution of the Board of Directors stating the time and place of the meetings.

2.08 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any one Director. A person or persons authorized to call special meetings of the Board of Directors may fix any place within Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting. The Secretary shall give notice to the Directors as required in the Bylaws.

2.09 Notice. Written or printed notice of any special meeting of the Board of Directors shall be delivered to each Director not less than seven (7) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.

2.10 Quorum. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting one time without further notice.

2.11 Duties of Directors. Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on Directors, they may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that were prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts, such as accountants or legal counsel. A Director is not relying in good faith if the Director has knowledge concerning a matter in question that renders reliance unwarranted.

Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.

2.12 Duty to Avoid Improper Distributions. Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the Corporation are not thereafter paid and discharged. Any distributions made when the Corporation is insolvent, other than in payment of corporate debts or any distribution that would render the Corporation insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the Secretary before adjournment or mailed to the Secretary by registered mail immediately after adjournment.

A Director is not liable if, in voting for or assenting to a distribution, the Director: (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person's professional or expert competence; or a committee of the Board of Directors of which the Director is not a member; (2) while acting in good faith and with ordinary care, considers the assets of the Corporation to be at least that of their book value; (3) in determining whether the Corporation made adequate provision for payment, satisfaction, or discharge of all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, Directors are protected from liability if, in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation.

Directors who are held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions, knowing they were improper. Contribution is in proportion to the amount received to each person.

2.13 Delegation of Duties. Directors are entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities and other investments on behalf of the Corporation; and to sell, transfer, or otherwise dispose of the Corporation's assets and properties at a time and for a consideration that the advisor deems appropriate. The Directors have no liability taken or omitted by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting an advisor. The Board of Directors may remove or replace the advisor with or without cause.

2.14 Interested Directors. Contracts or transactions between Directors and/or officers who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the Director or officer is present at or participates in the meeting that authorizes the contract or transaction, solely because the interested parties' votes are counted for the purpose. However, the material facts must be disclosed to or known by the Board or other group authorizing the transaction, and adequate approval from disinterested parties must be obtained.

2.15 Actions of Board of Directors. The Board of Directors shall try to act by consensus. However, the vote of a majority of Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors, unless the act of a greater number is required by law or the Bylaws. A Director who is present at the meeting and abstains from the vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors.

2.16 Proxies. A Director may vote by proxy executed in writing by the Director. No proxy shall be valid after three months from the date of its execution.

2.17 Compensation. Directors may receive salaries for their services as long as funds are available. The Board of Directors may adopt a resolution providing for payment to the Directors of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board of Directors. A Director may serve the Corporation in any other capacity and receive compensation for these services. Any compensation that the Corporation pays to a Director shall be commensurate with the services performed and reasonable in amount.

2.18 Removal of Directors. The Board of Directors may vote to remove a Director at any time, with or without good cause. Good cause for removal of Director shall include the unexcused failure to attend three consecutive meetings of the Board of Directors. A meeting to consider the removal of a Director may be called and noticed following the procedure provided in the Bylaws. The notice of the meeting shall state that the issue of possible removal of the Director shall be on the agenda and the notice shall state the possible cause for removal. The Director shall have the right to present evidence at the meeting as to why he or she should not be removed and the Director shall have a right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the Director. A Director may be removed by an affirmative vote by a majority of the Board of Directors.

ARTICLE III

Officers

3.01 Officer Positions. The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and secretary.

3.02 Election and Term of Office. The officers of the Corporation shall be elected annually at the regular annual meeting of the Board of Directors. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as is conveniently possible. Each officer shall hold office until a successor is fully selected and qualified. An officer may be elected to succeed himself or herself in the same office.

3.03 Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without good cause. The removal of any officer shall be without prejudice to the contract rights, if any, of the officer.

3.04 Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer's term.

3.05 President. The President shall be the chief executive officer of the Corporation. The President shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. However, the President may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute. The President shall perform other duties prescribed by the Board of Directors and all duties incident to the office of President.

3.06 Vice-President. When the President is absent, is unable to act, or refuses to act, a Vice-President shall perform the duties of the President. When a Vice-President acts in place of the President, the Vice-President shall have all the powers of and be subject to all the restrictions upon the President. If there is more than one Vice-President, the Vice-President shall act in place of the President in order of the votes received when elected. A Vice-President shall perform other duties as assigned by the President or Board of Directors.

3.07 Treasurer. The Treasurer shall:

A. have charge and custody of and be responsible for all funds and securities of the Corporation.

B. receive and give receipts for monies due and payable to the Corporation from any source.

C. deposit all monies in the name of the Corporation in banks, trust companies, or other depositaries as provided in the Bylaws or as directed by the Board of Directors or President.

D. write checks and disperse funds to discharge obligations of the Corporation. Funds may not be drawn from the Corporation or its accounts for amounts greater than twenty-five dollars ($25.00) without the signature of the President or a Vice-President in addition to the signature of the Treasurer.

E. maintain the financial books and records of the Corporation.

F. prepare financial reports at least annually.

G. perform other duties as assigned by the President or by the Board of Directors.

H. if required by the Board of Directors, give a bond for the faithful discharge of his or duties in a sum and with a surety as determined by the Board of Directors.

I. perform all of the duties incident to the office of Treasurer.

3.08 Secretary. The Secretary shall:

A. give all notices as provided in the Bylaws or as required by law.

B. take minutes of the Board of Directors meetings and keep the minutes as part of the corporate records.

C. maintain custody of the corporate records and of the seal of the Corporation.

D. affix the seal of the Corporation to all documents as authorized.

E. keep a register of the mailing address of each Director, officer, and employee of the corporation.

F. perform duties as assigned by the President or by the Board of Directors.

G. perform all duties incident to the office of Secretary.

ARTICLE IV

Committees

4.01 Establishment of Committees. The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include two or more Directors and may include persons who are not Directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of Directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the President its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Board of Directors to:

A. amend the Articles of Incorporation.

B. adopt a plan of merger or a plan of consolidation with another corporation.

C. authorize the sale, lease, exchange or mortgage or all or substantially all of the property and assets of the Corporation.

D. authorize the voluntary dissolution of the Corporation.

E. revoke proceedings for the voluntary dissolution of the Corporation.

F. adopt a plan for distribution of the assets of the Corporation.

G. amend, alter, or appeal the Bylaws.

H. elect, appoint, or remove a member of a committee, or a Director or officer of the Corporation.

I. approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 5.04 below.

J. take any action outside the scope of authority delegated to it by the Board of Directors.

4.02 Rules. The Board of Directors may adopt rules for operation of committees appointed hereunder which are not inconsistent with the Bylaws or with rules adopted by the Board of Directors.

ARTICLE V

Transactions of the Corporation

5.01 Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name or and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

5.02 Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositaries that the Board of Directors selects.

5.03 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, state law, and any requirements for maintaining the Corporation's federal and state tax exempt status.

5.04 Potential Conflicts of Interest. The Corporation shall not make any loan to a Director or officer of the Corporation. A Director, officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the Bylaws, Articles of Incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from and otherwise transact business with a Director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the best interest of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a Director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction.

5.05 Prohibited Acts. As long as the Corporation is in existence, no Director, officer, or committee member of the Corporation shall:

A. do any act in violation of the Bylaws or a binding obligation of the Corporation.

B. do any act with the intention of harming the Corporation or any of its operations.

C. do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.

D. receive an improper personal benefit from the operation of the Corporation.

E. use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation.

F. wrongfully transfer or dispose of Corporation property, including intangible property, such as good will.

G. use the name of the Corporation (or any substantially similar name) or any trademark or tradename adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's business.

H. disclose any of the Corporation's business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to received it.

I. Pay any of the revenue of this Corporation to or for any private individual, except for grants to young persons who are the focus beneficiaries of this Corporation, such grants in furtherance of the Corporation's charitable purposes.

J. Carry on any propaganda or attempt to influence legislation, except to an insubstantial degree.

K. Participate, intervene (including the publishing and distributing of statements) in any political campaign on behalf or of in opposition to any candidate for public office.

ARTICLE VI

Books and Records

6.01 Required Books and Records. The Corporation shall keep correct and complete books and records of account. The Corporation's books and records shall include:

A. a file endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the Articles of Incorporation and any Articles of Amendment, Restated Articles, Articles of Merger, Articles of Consolidation, and Statement of Change of Registered Office or Registered Agent.

B. a copy of the Bylaws and any amended versions of the Bylaws.

C. minutes of the proceedings of the Board of Directors and committees having the authority of the Board of Directors.

D. a list of the names and addresses of the Directors, officers, and any committee members of the Corporation.

E. a financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years.

F. a financial statement showing the income and expenses of the Corporation for the three most recent fiscal years.

G. all rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status.

H. the Corporation's federal, state, and local information or income tax returns for each of the Corporation's three most recent tax years.

6.02 Any Director, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose with related to the person's interest in the Corporation and if the person submits a request in writing. Any person entitled to inspect and check the Corporation's books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation's books and records may do so at a reasonable time, no later than five (5) working days after the Corporation's receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation's books and records by members. The fees may cover the costs of materials and labor, but may not exceed $.20 per page. The Corporation shall provide requested copies of books or records no later than five (5) working days after the Corporation's receipt of a proper written request.

ARTICLE VII

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December in each year.

ARTICLE VIII

Notices

8.01 Notice by Mail or Telegram or Facsimile. Any notice required or permitted by the Bylaws to be given to a Director, officer, or member of a committee of the Corporation may be given by mail or telegram. If mailed, a notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Corporation. If sent by facsimile, a notice shall be deemed to be delivered when actually transmitted by facsimile to the person at a telephone number identified by that person as his or her facsimile number. A person may change his or her address or his or her facsimile number by giving written notice to the Secretary of the Corporation.

8.02 Signed Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

8.03 Waiver of Notice by Attendance. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

8.04 Meeting Notices to general membership. All members shall be notified, by the secretary, of all meetings by email using the InfraGard listserv. Notice to general members of special meetings as provided in section 2.08 shall be sent not less than seven (7) days prior nor more than thirty (30) days before the date of the special meeting.

ARTICLE IX

Special Procedures Concerning Meetings

9.01 Meeting by Telephone. The Board of Directors and any committee of the Corporation may hold a meeting by telephone conference call procedures, in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference call meeting constitutes presence of that person at the meeting.

9.02 Decision Without Meeting. Any decision required or permitted to be made at a meeting of the Board of Directors or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consent shall be placed in the Corporation minute book and kept for the Corporation's records.

A telegram, telex, cablegram, or similar transmission by a Director or committee member, or a photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the Director or committee member.

9.03 Voting by Proxy. A person who is authorized to exercise a proxy may not exercise the proxy unless it is delivered to the officer presiding at the meeting before the business of the meeting begins. The Secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy shall not be effective for that meeting. A proxy filed with the Secretary or other designated officer shall remain in force and effect until the first of the following occurs:

A. an instrument revoking the proxy is delivered to the Secretary or other designated officer.

B. the proxy authority expires under the terms of the proxy.

C. the proxy authority expires under the terms of the Bylaws.

ARTICLE X

Amendments to Bylaws

The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a majority of the members attending a special meeting as scheduled Board of Directors. The notice of any meeting at which the Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted, shall include the text of the proposed Bylaws provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.

ARTICLE XI

Miscellaneous Provisions

11.01 Legal Authorities Governing Construction of Bylaws. The Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited or their successors as they may be amended from time to time.

11.02 Legal Construction. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.

11.03 Headings. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.

11.04 Gender. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender. All singular words shall include the plural, and all plural words shall include the singular.

11.05 Seal. The Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words "INFRAGARD EL PASO MEMBERS ALLIANCE" and "Texas" in one circle and the word "Incorporated" together with the date of incorporation of the Corporation in the other circle.

11.06 Power of Attorney. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Corporation to be kept with the Corporation records.

11.07 Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the Directors, officers, committee members, employees, and agents of the Corporation, and their respective heirs, executors, administrators, legal representatives, successors, and assigns, except as otherwise provided in the Bylaws.

CERTIFICATE OF SECRETARY:

I certify that I am the duly elected and acting Secretary of the INFRAGARD EL PASO MEMBERS ALLIANCE for the Organizational Meeting dated October 13, 2004 and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on October 28, 2004.

____________________________

Jack A. Vaughn

Secretary of the Meeting