Revised Bylaws

BYLAWS

GREATER HOUSTON E.M.S.COUNCIL, INC.

AS RESTATED

December 14, 2005

BYLAWS OF GREATER HOUSTON E.M.S. COUNCIL, INC.

These Bylaws (hereinafter referred to as the “Bylaws”) govern the affairs of the Greater Houston E.M.S. Council, Inc., a non-profit corporation (hereinafter referred to as the “Corporation”) organized under the Texas Non-Profit Corporation Act (hereinafter referred to as the “act”).

ARTICLE I

OFFICERS

Principal Office

1.01 The principal office of the Corporation shall be located in the State of Texas and shall be located at: 2534 Acadiana Ln. Seabrook, Texas 77583; the mailing address of the Corporation shall be: 4808 Fairmont Parkway #235 Pasadena, Texas 77505.

Registered Office and Registered Agent

1.02 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 by the Act.

ARTICLE II

MEMBERS

2.01 The Corporation shall admit as members all natural persons, volunteer organizations, public organizations, commercial organizations, institutions, or others entities having an interest in furthering the purposes of the Corporation as set forth in Article IV of the Articles of Incorporation of the Corporation as set forth in Article IV of the Articles of Incorporation of the Greater Houston E.M.S. Council, Inc.

Admission of Members and Renewal of Membership

2.02 Natural persons, volunteer organizations, public

organizations, commercial organizations, institutions, and other entities who qualify for membership shall be admitted to membership in the Corporation by the Board of Directors or a committee designated by the Board of Directors to handle such matters. The Board of Directors or a committee designated by the Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation. A member may renew membership by submitting an application for renewal and paying all required fees and dues set forth by the Board of Directors or committee designated by the Board of Directors to handle such matters. In addition to application submission and the payment of dues all members who wish to renew their membership must meet the following attendance requirements: regular members must attend at least 1/2 of all committee meetings in a fiscal year. Board members must attend no less than 2/3 of all committee meetings in a fiscal year.

Membership Fees and Dues

2.03 The Board of Directors may set and change the amount of an initiation fee, if any, and the annual dues payable to the Corporation by its members. Dues shall be payable in advance on the first day of each fiscal year. Dues and initiation fees may be set by the Board of Directors at different amounts for different classes of membership. The dues for a new member's first year shall be prorated quarterly, which the member is admitted to membership through the end of the fiscal year.

Certificate of Membership

2.04 The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation.

Resolution of Disputes

2.05 If any dispute arises between members of the Corporation

relating to the activities of the Corporation, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute between themselves, they shall submit resolution of the dispute to binding arbitration in accordance with Texas law. The Board of Directors shall have the discretion to authorize the use of the Corporation's funds for mediation or arbitration of a dispute described in this paragraph.

Sanctions, Suspension, of Termination of Members

2.06 The Board of Directors may impose reasonable sanctions

on a member, or suspend or expel a member from the Corporation, for good cause after hearing. Good cause includes the default of an obligation to the Corporation to pay fees or dues for a period of thirty days following delivery of notice of default, for lack of required attendance as set forth in 2.02, or a material or serious violation of the Corporation's Articles of Incorporation, Bylaws, Rules, or of applicable law. The Board of Directors or committee designated by the Board of Directors to handle any matter involving sanctioning, suspension, or expulsion of a member may not take any action against such member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice of any such hearing on the sanctioning, suspension, or expulsion of a member shall be in writing, and delivered at least fourteen (14) days prior to the hearing date to the member subject to such disciplinary activity. If mailed, the notice shall be deemed delivered the date it is post marked and deposited in a postage pre-paid wrapper, for delivery via certified mail, return receipt requested, in a recognized and designated depository of the U.S. Postal Service. The Board of Directors to handle a matter involving sanctioning, suspension, or expulsion of a member may impose sanctions, suspend a member, or expel a member by a majority vote of those who are present and voting.

Resignation

2.07 Any member may resign from the Corporation by submitting a written resignation to the Secretary. The resignation need not be accepted by the Corporation to be effective. A member's resignation shall not relieve the member of any obligation to pay any dues, assessments, or other charges that had accrued and were unpaid prior to the effective date of the resignation.

Reinstatement

2.08 A former member may submit a written request for reinstatement of membership. The Board of Directors or a committee designated by the Board of Directors to handle such request for reinstatement may reinstate membership on any reasonable terms that the Board of Directors or a committee designated by the Board of Directors to handle such matters deems appropriate.

Transfer of Membership

2.09 Membership in the Corporation is transferable only to another representative of the same entity owning the membership. Membership in the corporation terminates on the dissolution of the Corporation or the death of a natural person member or dissolution of a member entity. Membership in the Corporation is not a property right and it may only be transferred as provided above.

Waiver of Interest in Corporation Property

2.10 All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned by the Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to require partition of all or part of the Corporation's property.

ARTICLE III

MEETINGS OF MEMBERS

Annual Meeting

3.01 The Board of Directors shall hold the

annual meeting of the members at 10:00 o'clock on the second

Wednesday of the month of February or at another time as may be

designated in advance by the Board of Directors and at such place

as the Board of Directors shall determine.

Nominating Committee

3.01(a) As part of its regularly scheduled meeting in the month

of November, the Board of Directors shall appoint a Nominating

Committee to consist of at least three (3) members who shall make

recommendations to the membership concerning the next election of

directors. The Nominating Committee shall report its

recommendations to the Board of Directors at its regularly

scheduled January meeting.

Special Meetings

3.02 Special meetings of he members may be called by the chairman, the Board of Directors, or 40% of the voting members of the Corporation.

Place of Meeting

3.03 The Board of Directors may designate any place either within or without the state of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If the Board of Directors does not designate the place of meeting, the meeting shall be held at the registered office of the Corporation in Texas.

Notice of Meeting

3.04 Written, printed, or emailed notice of any meeting of members, shall be delivered to each member entitled to vote at the meeting not less than ten (10) nor more than fifty (50) 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 general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the Chairman or Secretary of the Corporation, or the officers or persons calling the meeting. If a quorum of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of the propriety of the notice for such meeting.

Quorum

3.05 The members holding at least 40% of the votes that may be cast at a meeting who attend the meeting in person shall constitute a quorum for that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. If a quorum is present at no time during the meeting, a majority of the members present may adjourn and reconvene the meeting in order to obtain a quorum.

Actions of Membership

3.06 The Membership shall try to act by consensus, however, the vote of a majority of voting members in good standing, shall be sufficient to constitute the act of the membership. Each member shall have one vote. A member in good standing is one who has paid all required fees and dues, met attendance requirements, and is not suspended as of the date of the meeting. Voting shall be by ballot or voice, except that any election of directors shall be by ballot if demanded by any voting member at the meeting before the voting begins.

Proxies

3.07 There will be no voting by proxy except as noted in Article IV, Section 4.13.

Voting by Mail

3.08 There will be no voting by mail.

ARTICLE IV

BOARD OF DIRECTORS

Management of the Corporation

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

Number, Qualifications, and Tenure of Directors

4.02 The initial number of directors shall be nine (9).

The number of directors may be increased or decreased by the Board

in order to provide representation to all classes of membership.

Each director shall serve for a term of one year. The Board of

Directors may appoint any number of ex officio (non voting)

Directors, who will serve at the pleasure of the Board.”

Nomination of Directors

4.03 At any meeting at which the election of a director occurs, a voting member in good standing or a director may nominate a person for the position of director.

Election of Directors

4.04 Only natural persons may be elected as a director of the Corporation. The director shall be elected by a majority vote of any present quorum at an annual or special meeting of the Corporation.

Vacancies

4.05 Any vacancy occurring in the Board of Directors, and any director position to be filled due to an increase in the number of directors, shall be filled by the Board of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board of Directors, or if it is a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Annual Meeting

4.06 The annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members.

Regular Meetings

4.07 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 is required other than a resolution of the Board of Directors stating the time and place of the meetings.

Special Meetings

4.08 Special meetings of the Board of Directors may be called by or at the request of the Chairman or any three (3) Directors.

Notice

4.09 Written, printed, or emailed 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, as well as who called the meeting, and the purpose or purposes for which the meeting is called.

Quorum

4.10 A majority of the numbers of directors then in office or in their officially appointed alternates shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors and alternates 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. If a quorum is present at no time during a meeting, a majority of the directors may adjourn and reconvene the meeting at a later date to obtain a quorum.

Duties of Directors

4.11 Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In acting in their official capacity as directors of this Corporation, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation and that are not unlawful.

Actions of Board of Directors

4.12 The Board of Directors shall try to act by consensus. However, the vote of a majority of directors and alternates present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors. A director or alternate who is present at a meeting and abstains from a vote is considered to be present for the purpose of determining whether a quorum exists.

Proxies

4.13 A director may not vote by proxy but may officially appoint in writing an alternate to represent him or her at any meeting of the Board of Directors.

Compensation

4.14 Directors shall not receive any salary or compensation for their services.

Removal of Directors

4.15 4.15 The Board of Directors or members of the Corporation may

vote to remove a director at any time, with or without good cause. A meeting to consider the removal of a director may be called and notice shall be given in accordance with the procedures provided in these Bylaws.

ARTICLE V

OFFICERS

Officer Positions

5.01 The officers of the Corporation shall be a Chairman, Vice Chairman, 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. No more than one (1) office may be held by the same person.

Election and Term of Office

5.02 The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors.

Vacancies

5.03 A vacancy in any office may be filled by the Board of

Directors for the unexpired portion of the officer's term.

Chairman

5.04 The Chairman shall be the Chief Executive Office of the Corporation. The Chairman shall supervise and control all of the affairs of the Corporation. The Chairman shall preside at all meetings of the members and the Board of Directors. The Chairman may execute any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed. However, the Chairman 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 Chairman shall perform other duties prescribed by the Board of Directors and all duties incident to the office of the Chairman.

Vice Chairman

5.05 When the Chairman is absent, is unable to act, or refuses to act, a Vice Chairman shall perform the duties of the Chairman. When a Vice Chairman acts in place of the Chairman, the Vice Chairman shall have all the powers of and be subject to all the restrictions upon the Chairman. A Vice Chairman shall perform other duties as assigned by the Chairman or Board of Directors.

Treasurer

5.06 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 moneys due and payable to the Corporation from any source.

(c) Deposit all moneys in the name of the Corporation in banks, trust companies, or other depositories as provided in the Bylaws or as directed by the Board of Directors or Chairman.

(d) Write checks and disburse funds to discharge obligations of the Corporation. Funds may not be drawn from the Corporation or its accounts for amounts greater than $200.00 without the signature of the Chairman or Vice Chairman 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 Chairman or by the Board of Directors.

(h) Perform all duties incident to the office of Treasurer.

Secretary

5.07 The Secretary shall:

(a) Give all notice as provided in the Bylaws or as required by law.

(b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records.

(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 Chairman or by the Board of Directors.

(g) Perform all duties incident to the office of Secretary.

ARTICLE VI

COMMITTEES

Establishment of Committees

6.01 The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to such committees, and appointing or removing members of such committees. The Board of Directors shall establish qualifications for membership on such committees.

ARTICLE VII

TRANSACTION OF THE CORPORATION

Contracts

7.01 The Board of Directors may authorize any officer or agents of the Corporation to enter into a contract or execute and deliver any instrument in the name of 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.

Deposits

7.02 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.

Gifts

7.03 The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device 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, or any other requirements for maintaining the Corporation's federal and state non-profit tax status.

Potential Conflicts of Interest

7.04 The Corporation shall not make any loan to any director, officer, or member of the Corporation. Furthermore, the Corporation shall not transact business with any director, officer, or member of the Corporation.

Prohibited Acts

7.05 As long as the Corporation is in existence, a director, officer, or member of the Corporation shall not:

(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 trade name by the Corporation, except on behalf of the Corporation in the ordinary of the Corporation in ordinary course of the Corporation's business.

(h) Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.

(i) Take any action inconsistent with Article IV of the Articles of Incorporation of the Greater Houston E.M.S. Council, Inc., or in violation of Section 501 C (6) of the Internal Revenue Code.

ARTICLE VIII

BOOKS AND RECORDS

Required Books and Records

8.01 The corporation shall keep correct and complete books and records of account.

Inspection and Copying

8.02 Any director, officer, or member of the Corporation may inspect and receive copies of all books and receive of the Corporation. Such a member may inspect or receive copies if the member has a proper purpose related to the member's interest in the Corporation and if the member submits a request in writing. Such requests, to review, inspect, or receive copies of the books and records of the Corporation shall be made at a reasonable time during normal business hours. The Board of Directors may establish reasonable fees for copying the Corporation's books and records. The Corporation shall provide copies of requested books and records no later than thirty (30) working days after the Corporation's receipt of a proper written request.

Audits

8.03 Any member shall have the right to have an audit conducted of the Corporation's books. The member requesting the audit shall bear the expense of the audit unless the members vote to authorize payment of audit expenses. The members requesting the audit may select the accounting firm to conduct the audit.

ARTICLE IX

FISCAL

9.01 The Fiscal year of the Corporation shall begin on the first day of January (1), and end on the last day of December (31) each year.

ARTICLE X

NOTICES

Notice by Mail

10.01 Any notice required or permitted by the Bylaws to be given to a director, officer, or member of the Corporation may be given by mail. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail, certified mail, return receipt requested, addressed to the director, officer, or member at his, her, or its address as it appears on the records of the Corporation, with postage prepaid. A director, officer, or member may change his, her, or its address by giving written notice to the Secretary of the Corporation.

Signed Waiver of Notice

10.02 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 the director, officer, or member entitled to receive such 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.

Waiver of Notice by Attendance

10.03 The attendance of a director, officer, or member at a meeting shall constitute a waiver of notice of the meeting.

ARTICLE XI

SPECIAL PROCEDURES CONCERNING MEETINGS

Meeting by Telephone

11.01 The Board of directors, and any committee of the Corporation, may hold a meeting by telephone conference 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 member in a conference call meeting constitutes presence of that person at the meeting.

Decisions Without Meeting

11.02 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 consents shall be placed in the Corporation minute book and kept with the Corporation's records.

Voting by Proxy

11.03 A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy 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 persons 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.

ARTICLE XII

AMENDMENTS TO BYLAWS

12.01 The Bylaws may be altered, amended, or repealed, and new Bylaws adopted by the Board of Directors of the Corporation, or by the membership of the Corporation. 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.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

Legal Authorities Governing Construction of Bylaws

13.01 The Bylaws shall be constructed in accordance with the laws of the state of Texas. All reference in the Bylaws to statues, 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.

Legal Construction

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

Heading

13.03 The headings and paragraph numbers used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.

Gender

13.04 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.

Seal

13.05 The Board of Directors may provide for a corporate seal.

Power of Attorney

13.06 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.

Parties Bound

13.07 The Bylaws shall be binding upon and inure to the benefit of the directors, officers, and members.

Certificate of Authority

I certify that I am duly elected and acting Secretary of Greater Houston E.M.S. Council, Inc., 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 August 10 2005.

Dated: