BYLAWS

OF

THE ROSS S. STERLING BAND ASSOCIATION

I. PURPOSE

This corporation is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended) The purpose of the corporation shall be for the provision of support and advancement of the education of the youth who are students at the Ross S. Sterling High School in the Goose Creek Independent School District, in Baytown, Texas, through the sponsorship of the school's band programs. The purpose of the corporation is (i) to provide educational support and opportunities for the students enrolled in the school's band programs, including: (a) assisting in the organization and development of the band activities; (b) supporting participation in musical instructional clinics, U.I.L. marching and concert competitions and any other special events which may be part of the School District's activities; (c) assisting in the organization -and development of the band activities during the school year; (d) promoting and publishing pertinent news about the band programs and band students; and (e) encouraging active performance in community activities that would instill civic pride; and (ii) to do all things incident to or necessary for providing the qualified instructors, facilities, materials and resources for such educational and training opportunities.

Notwithstanding any other provision of the Articles of Incorporation or Bylaws, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 510(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.

II. MEMBERSHIP

A. Membership. Membership shall be open to all parents of band students enrolled and actively participating in the band programs at Boss S. Sterling High School and such other persons who support the purposes of the corporation. Membership provides the privileges of participation in all activities of the corporation including the right to vote, serve as a Director on the Board of Directors and hold office.

B. Dues. Annual dues shall be $3.00 per year (amended from $2.00 in 1996) or such other amount to be determined by the Board of Directors. (June 1 through May 31) Dues are payable to the Treasurer of the corporation.

C. Meetings of the General Membership. The Board of Directors may designate the date and location the meetings of the members shall take place. An Annual Meeting of the General Membership shall be held in the month of May of each year for the purpose of electing Directors for the ensuing year and transacting such other business as may be brought before such meeting. The members holding a majority of the votes which may be cast at any meeting shall constitute a quorum at such meeting. A majority of the members present may adjourn the meeting. A majority of the votes present and entitled to be cast at a meeting at which a quorum is present shall be necessary for the adoption of any matter or resolution unless a greater proportion is required by law or by these Bylaws.

An additional Meeting of the General Membership shall be held in the month of June of each year for the purpose of welcoming new members, introducing new Executive Officers of the Board, selecting Committee members and transacting such other business as may be brought before such meeting.

A General Membership meeting shall be held in the month of February preceding the Annual Meeting of the General Membership in May, for the purpose of electing a Nominating Committee of five members and transacting such other business as may be brought before such meeting.

Special emergency meetings may be called if deemed necessary by the President or any four members of the Board. Meeting times and places will be announced prior to the proposed meetings.

III. CONTRIBUTIONS

From time to time, this corporation may accept gifts and donations to be used for the purposes of the corporation stated in these Bylaws and in the Articles of Incorporation. A gift restricted by a donor to a particular use shall be accepted by the Corporation only upon approval by the Directors. The corporation may solicit gifts and donations and may conduct fund-raising

IV. BOARD OF DIRECTORS

A. Power, Number and Term of Office. The property and affairs of the corporation shall be managed and controlled by the Board of Directors (the "Board") Subject to the restrictions imposed by law, by the Articles of Incorporation or by these Bylaws, the Board shall exercise all of the powers of the corporation ,

(i) Initial Directors. The corporation shall have eighteen (18) Initial Directors who shall serve until the end of May, 1996. The Initial Directors shall appoint six (6) Initial Officers to serve as President, Executive Vice-President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer. Each Officer shall hold office until the corresponding meeting in the next year or until his successor shall have been duly chosen and qualified, or until he shall have resigned or shall have been removed, in the manner provided in these Bylaws.

(ii) Subsequent Directors. At the end of May, 1996, upon the expiration of the term of the Initial Directors, the Directors which shall constitute the Board shall consist of not less than twelve (12) members, six (6) of whom shall be the executive officers of the corporation and shall be those elected at the Annual Meeting of the Board by a majority vote of the Directors present. The number of Directors may from time to time be increased or decreased by a vote of two-thirds of the Directors in office at the time, provided that the number of Directors shall not be decreased to less than ten (10) and that no decrease shall effect a shortening of the term of any incumbent Director. Unless removed in accordance with these By-Laws, each elected Director shall hold office until the next Annual Meeting of the General Membership, or until his successor shall have been duly elected and qualified. Nothing herein shall prevent the reelection of any Director.

(iii) Band Directors All Band Directors, whether one or more, shall be ex-officio members of the Board, and shall serve in an advisory capacity, consulting with and advising the Board to ensure that the corporation's activities follow school district and U.I.L. guidelines. The Band Directors shall exercise voting privileges only in the event of a tie among the Directors.

Any Director, with the exception of the Band Directors, may be removed from office, with or without cause, by a vote of two-thirds of the Directors of the corporation attending any Regular or Special Meeting of the Board. Any vacancy occurring in the Board, whether by increase in the number of Directors or otherwise, shall be filled by the affirmative vote of a majority of the Directors then in office though less than a quorum of the Board.

B. Nominations Except as otherwise provided herein, each position on the Board, with the exception of the Band Directors, shall be filled by written-ballot election at the Annual Meeting of the General Membership. At a regular February meeting preceding the Annual Meeting of the General Membership in May, a Nominating Committee of five members shall be elected by the membership. The Nominating Committee shall consist of two Directors and three additional members. It shall be the duty of this Nominating Committee to nominate candidates, whose consents to serve have been obtained, to serve as Directors for the ensuing year. The Nominating Committee shall announce the nominations in the April Newsletter and additional nominations may be made from the floor at the Annual Meeting of the General Membership in May, provided the consent of the nominee shall first have been obtained.

C. Meetings of Directors. The Directors may hold their meetings, have an office and keep the books of the corporation at such place or places in the State of Texas, or outside the State of Texas, as the Board may from time to time determine; provided, however, in the absence of any such determination, such meetings shall be held, an office maintained, and books kept at the registered office of the corporation in the State of Texas.

D. Annual Meeting. An Annual Meeting of the Board shall be held at the office of the corporation or at such other place in the State of Texas as may be designated by the Board, on such date and time in June of each year as may be determined by the Board, for the purposes of electing Executive Officers for the ensuing year and transacting such business as may be brought before such meeting; provided, however, that at least five (5) days' prior notice of the time and place for such meeting shall be given to each Director in the manner provided in the Bylaws.

E. Regular Meetings. Regular Meetings of the Board shall be held at such time and places as shall be designated, from time to time, by resolution of the Board. At any meeting at which all Directors shall be present, in person or by proxy, including any Special Meeting, any matter pertaining to the purposes of the corporation may be considered and acted upon even though no notice of the meeting was given. Notice of any Regular Meeting shall not be required.

F. Special Meetings; Notice. Special Meetings of the Board shall be held whenever called by the President or a majority of the Directors then in office. The Secretary shall cause notice of each Special Meeting to be given to each Director in the manner provided in these Bylaws at least five (5) days before the meeting. Unless otherwise indicated in the notice thereof or in these Bylaws, any and all matters pertaining to the purposes of the corporation may be considered and acted upon at a Special Meeting.

G. Honorary Board Members. The Board may honor one or more of their members from time to time, for long and faithful service by electing him an Honorary Board Member for life. An Honorary Board Member may attend all Board meetings and participate in the discussion, but shall not vote or hold office.

H. Quorum. A majority of the Directors if present in person or by proxy at any meeting of the Board shall constitute a quorum. If at any meeting of the Board there be less than a quorum present, a majority of those present may reschedule the meeting for a later date. The act of a majority of the Directors present in person or by proxy at a meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.

I. Proxies. A Director may vote in person or by a written proxy executed by the Director. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

J. Compensation of Directors. Directors shall not receive any salary or compensation for their services as such, provided that nothing contained herein shall be construed to preclude any such person from serving the corporation in any other capacity or receiving compensation therefor.

V. OFFICERS

A. Titles and Terms of Office. At each Annual Meeting of the Board held in the month of June, the Directors shall elect the six (6) Directors who shall also serve as Officers of the corporation. The Officers of the corporation shall be six (6) in number: a President, an Executive Vice-President, a Vice-President, a Recording Secretary, a Corresponding Secretary and a Treasurer. These six such Officers shall also be required to serve as Directors of the Board. Each Officer shall hold office until the corresponding meeting in the next year or until his successor shall have been duly chosen and qualified, or until he shall have resigned or shall have been removed, in the manner provided in these Bylaws. Any vacancy in any of such offices may be filled for the unexpired portion of the term by the Board, at any Regular Meeting or at any Special Meeting called for the Purpose.

B. President. Subject to the direction and control of the Board, the President shall be the chief executive officer of the corporation and shall have direct charge of and supervision over the business and operations of the corporation. The President shall preside at any meeting of the Board. The President may sign or execute, in the name of the corporation, all contracts or other undertakings or instruments in the ordinary course of business of the corporation except in cases where the signing or execution thereof shall have been expressly delegated by the Board to some other Officer of the corporation. The President may not sign or execute, on behalf of the corporation, any contracts, instruments, undertakings or other documents which would act to bind the corporation to some course of action which would require the approval of the Board unless such power to sign or execute is expressly delegated to the President by the Board.

C. Vice-Presidents. The Executive Vice-President and the Vice-President shall have such powers and perform such duties as may from time to time be assigned to them by the Board or the President. At the request of the President, the Executive Vice-President may temporarily act in his place. In the case of the President's absence or his inability to act without having designated the Executive Vice-President to act in his place, the Executive Vice-President shall perform the duties of the President as designated by the Board. In the case of the Executive Vice-President's absence or his inability to temporarily act in the President's place, the Vice-President shall perform the duties of the President as designated by the Board

D. Recording Secretary. The Recording Secretary shall keep the minutes of the meetings of the Board, in books provided for the purpose. The Recording Secretary (i) shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (ii) shall be custodian of the records; and, (iii) in general, shall perform all duties incident to the office of a secretary of a corporation and such other duties as, from time to time, may be assigned by the Board or the President.

E. Corresponding Secretary. The Corresponding Secretary shall prepare and mail the corporation's monthly newsletter to all of its members as well as to all parents of students who may be enrolled and actively participating in the band programs at Ross S. Sterling High School. The Corresponding Secretary shall prepare and mail all correspondence and other documents on behalf of the corporation and shall have other duties as, from time to time, may be assigned by the Board or the President.

F. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation, and shall deposit, or cause to be deposited, in the name of the corporation, all monies or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board.

The Treasurer shall render to the President and to the Board, whenever requested, an account of the financial condition of the corporation and, in general, shall perform all duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the Board or the President.

G. Assistant Officers. The Board may appoint one or more Assistant Secretaries and one or more Assistant Treasurers. Each Assistant Secretary and each Assistant Treasurer shall hold office for such period as the Board may prescribe. Any Assistant Secretary may perform any of the duties or exercise any of the powers of the Secretary or otherwise as occasion may require in the administration of the business and affairs of the corporation, and any Assistant Treasurer may perform any of the duties or exercise any of the powers of the Treasurer at the request or in the absence or disability of the Treasurer or otherwise as occasion may require in the administration of the business and affairs of the corporation. Each Assistant Secretary and each Assistant Treasurer shall perform such other duties and/or exercise such other powers, if any, as the Board shall prescribe. To establish the authority of an Assistant Secretary or an Assistant Treasurer to take any action on behalf of the corporation in place of the Secretary or the Treasurer, as the case may be, it shall not be necessary to furnish proof of any request by, or of the absence or disability of, the Secretary or Treasurer or any other Assistant Secretary or Assistant Treasurer, respectively.

H. Other Officers. The Board may elect such other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board may prescribe.

I. Officers Holding Two or More Offices. Any two or more offices may be held by the same person except that under no circumstances shall the same person hold the office of President and the office of Secretary at the same time.

J. Compensation. No Officer shall receive any salary or other compensation for his/her services as such; provided, however, that nothing contained herein shall be construed to preclude any such person from serving the corporation in any other capacity or receiving compensation therefor.

K. Removal. Any Officer of the corporation may be removed at any time, with or without cause, by a vote of two-thirds (2/3) of the entire Board at any Regular Meeting or at any Special Meeting called for that purpose.

VI. STANDING COMMITTEES

The Corporation shall have the following standing committees: Fund-raising Committee, Chaperon Committee, Pit Crew Committee, Membership Committee, Spring Banquet Committee, Special Events Committee, Community Events Committee and Publicity/Historian Committee. Each Chairperson of a Standing Committee of the corporation shall be appointed. All Standing Committees of the corporation may be chaired by a member of the Board or any current member of this corporation. Only members of the Board and current members of the corporation shall be eligible for membership on any Standing Committee. The President and the Executive Vice President shall be ex officio members of all Standing Committees. The Band Directors shall be ex officio members of the Chaperon Committee having final control of and supervision over the scheduling of chaperons and the number of chaperons required for a specific event. The Band Directors shall notify the President, who will then in turn notify the Chaperon Committee Chairperson, of any chaperon scheduling requests, requirements or changes which may be necessary prior to a specific event. A written charter of the responsibilities of each Standing Committee shall be prepared by the Board of Directors and filed with the Minutes of the Board.

The Board of Directors shall have the authority to appoint such other Committees as shall be necessary to conduct the business of the corporation. The Board of Directors shall prescribe the duties, powers, and functions of each Committee herein authorized.

VII. LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The corporation shall indemnify and advance expenses to all Directors of the corporation, and to all persons who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the maximum extent allowed by the Texas Non-Profit Corporation Act and other applicable law. If the Texas Non-Profit Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended after adoption of this provision of the Bylaws by the shareholders or the Board to authorize corporate action further expanding the corporation's power to indemnify, then the corporation shall be and hereby is authorized to indemnify the persons named above to the fullest extent permitted by the Texas Non-P refit Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law, as so amended.

VIII. DISSOLUTION

In the event of dissolution of the corporation, subject to the provisions of the Texas Non-Profit Corporation Act, all assets remaining after payment of the obligations and liabilities of the corporation shall be distributed to the Public School Fund-Ross S. Sterling High School Band Account to be used for the benefit of the Ross S. Sterling High School Band. Should such Account cease to exist at the time of dissolution, such assets shall be distributed exclusively for purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of the corporation shall determine. Any such assets not so disposed of shall be disposed of by the District Court of Harris County, Texas, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

IX. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the members of the Board present in person or by proxy at any Regular Meeting, or at any Special Meeting if notice of the proposed amendment be contained in the notice of said Special Meeting.

X. LIMITATIONS ON DISTRIBUTIONS

No part of the net earnings of the corporation shall inure to the benefit of any director of the corporation, Officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no Director or Officer of the corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

XI. MISCELLANEOUS

A. Notice and Waiver of Notice . Whenever any notice whatever is required to be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given in person, by telegraph or telephone or by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

B. Resignations. Any Director or Officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

C. Action Without a Meeting of Directors or Committees. Any action which may be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be. Any meeting of the Board may be held by means of a conference, telephone or like to the full extent permitted under Texas law.

D. Depositories. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may from time to time designate, upon such terms and conditions as shall be fixed by the Board. The Board may from time to time authorize the opening and keeping, with such depository as it may designate, of general and special bank accounts, and may make such special rules and regulations with respect thereto as it may deem expedient and consistent with the provisions of these Bylaws.

The undersigned, being the Secretary and President of THE ROSS S. STERLING BAND ASSOCIATION, a Texas non-profit corporation, hereby certify that the foregoing Bylaws were duly adopted by the Board of the Corporation effective September, 1995.