SPRING BRANCH, TEXAS

ARTICLE 1

OFFICES
PRINCIPAL OFFICE

1.01. The principal office of the Corporation in the State of Texas shall be located in Comal County, Texas. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
REGISTERED OFFICE AND REGISTERED AGENTS
1.02. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the registered office may be changed from time to time by the Board of Directors. The Corporation is formed pursuant to the Texas Non-Profit Corporation Action and pursuant to ss501(c)(6) of the 1986 Internal Revenue Code.

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BY-LAWS MARCH 1, 2005

ARTICLE 2

MEMBERS
QUALIFICATIONS OF MEMBERS
2.01 The regular members of the Corporation shall be any individual, business, or family who has paid the appropriate dues for their type of member as required by the Board of Directors, and has in all other respects complied with the Articles of Incorporation, By-Laws and any other Rules and Regulations of the Corporation. Regular members are voting members. Associate Members and Non Profit Members shall be an individual or family interested in supporting the purposes and activities of the Corporation, and who has paid the dues for an Associate Member or Non Profit Member, and in all other respects complied with the Articles of Incorporation, By-Laws and any other Rules and Regulations of the Corporation. Associate Members and Non Profit Members are non-voting members on matters submitted to a vote of the membership.

VOTING RIGHTS
2.02. Each Regular Member who is not delinquent in payment of yearly dues to the Corporation shall be entitled to one vote on each matter submitted to a vote of the Membership, subject to the voting restrictions provided in Article V of the Articles of Incorporation of the Corporation. All Members are considered delinquent when payment of dues is not received forty-five (45) days following membership anniversary date.

TRANSFER OF MEMBERSHIP

2.03. Membership to this corporation is not transferable nor assignable.

SPECIAL MEETING

2.04. Special meetings of the Members may be called by the President or a majority of the Board of Directors.

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BY-LAWS MARCH 1, 2005
LOCATION OF MEETING

2.05. The Board of Directors or the President may designate any place in Texas as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

NOTICE OF MEETING
2.06. In case of a special general membership meeting or when required by statute or these by-laws, written notice of the meeting stating the purposes for which the meeting is called shall be given and shall be deemed to be delivered when deposited in the United States mail at least ten (10) days prior to the meeting, to each Member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

QUORUM
2.07. Twenty (20) regular Members at any meeting shall constitute a quorum at such a meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.

PROXY
2.08. At any meeting of the Members, a Member entitled to vote may vote by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact. No proxy shall be valid after three (3) months from the date of its execution, unless otherwise provided in the proxy.

VOTING BY MAIL
2.09. When Directors or Officers are to be elected, such election may be conducted by mail or at a called meeting in such manner as the Board of Directors shall determine.

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BY-LAWS MARCH 1, 2005
ARTICLE 3.

BOARD OF DIRECTORS GENERAL POWERS
3.01. The affairs of the Corporation shall be managed by its Board of Directors. Directors must be residents of Texas and Members of the Corporation.

NUMBER. TENURE, QUALIFICATIONS
3.02. The Board of Directors shall consist of up to twenty five (25) Directors. Terms for initial Directors will be staggered so that only 1/3 (33%) of the Directors will depart at the end of the year.
3.03 A regular monthly meeting of the Board of Directors shall be held without other notice than this By-law on the third Thursday of each month. The Board of Directors may provide by resolution the time and place, in Comal County, Texas, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

NOTICE
3.04. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram or telephone call, to each Director at his/her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when a telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such a meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the

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purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically require by law or these By-laws.
QUORUM
3.05. Eleven (11) Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less then eleven (11) of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
MANNER OF ACTING
3.06 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-laws.
VACANCIES
3.07. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors/Officers, shall be fined by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
COMPENSATION
3.08 Directors as such shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any Director from servicing the Corporation in any other capacity and receiving compensation therefor.

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BY-LAWS MARCH 1, 2005

INFORMAL ACTION BY DIRECTORS
3.09 Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the Directors.
ARTICLE 4.

OFFICERS OF THE CORPORATION
4.01. The officers of the Corporation shall be a President, one Vice President, a Secretary and a Treasurer, and such other officers as may be designated by the Board of Directors and elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, and such officers shall have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any officer appointed by the Board of Directors shall not be considered a Director pursuant to Article 3 herein, unless and until such office has been filled by an election in accordance with this Article.

NOMINATION
4.02. The President shall appoint a nominating committee by September 1, which shall return a slate of nominees by October 1. Ballots with such nominees and a space to write in names will be mailed to regular members by October 15, and returned by November 15. Only those ballots received by November 15 will be counted.

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BY-LAWS MARCH 1, 2005
REMOVAL

4.03 Any Officer may be removed by a vote of the regular Members whenever in their judgment the best interests of the Corporation would be served thereby.

VACANCIES
4.04. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term. Any Officer or Director who misses three (3) consecutive meeting or four (4) meetings in one (1) year, will automatically be reviewed by the Board for removal.

PRESIDENT
4.05. The President shall be the principal executive officer of the Corporation and shall be generally supervise and control all of the business and affairs of the Corporation. The President shall seek advice and counsel from the Executive Board at regular meetings just for that purpose. The President shall preside at all meetings of the Members and of the Board of Directors; may sign, with the Secretary or any other proper Officer of the: Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

VICE PRESIDENT
4.06. In the absence of the President or in the event of inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the

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powers of and be subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned by the President or the Board of Directors. Additionally, the Vice President shall act as coordinator of all standing committees as designated by the President and shall be responsible for monthly Chairman reports to the Board of Directors on the activities of those committees.

TREASURER
4.07. If required by the Board of Directors, the Treasurer shall, at the expense of the Corporation, give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 6 of these By-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

SECRETARY
4.08. The Secretary shall keep the minutes of the meetings of the Members of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provision of the Corporate records and of the seal of the Corporation, and affix the seal of

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BY-LAWS MARCH 1, 2005

the Corporation to all documents, the execution of which on behalf of the Corporation, under
its seal is duly authorized in accordance with the provisions of these By-laws; keep a register of the Post Office address of each Member which shall be furnished to the Secretary and each
Member; and, in general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned by the President or by the Board of Directors.

CONDUCT OF MEETINGS

4.09. The rules in Roberts Rules of Order (75th Anniversary Edition) shall govern the Corporation in all cases in which they are applicable and in which they are not inconsistent with these By-laws.

INDEMNIFICATION OF OFFICERS AND DIRECTORS
4.10. All Directors or Officers of this Corporation shall be indemnified by this Corporation against all expenses and liabilities, including counsel fees, and bonding fees, reasonably incurred by or imposed upon them, in connection with any controversy to which they may be made a party or in which they may become involved, by reason of their being or having been a Director or Officer of this Corporation, whether or not they are a Director or Officer at the time such expenses are incurred; unless the Director or Officer involved is adjudged guilty of negligence or misconduct in the performance of their duties in connection with the subject of such controversy; provided, that in the event of a voluntary settlement of any such controversy by the Director involved, the indemnification provided herein shall apply only when the Board of Directors approve such settlement and any reimbursement to such involved Director as being for the best interest of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled. The Corporation shall have the right to purchase liability insurance to cover such indemnification.

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BY-LAWS MARCH 1, 2005
DEALINGS BETWEEN CORPORATION, OFFICERS AND DIRECTORS

4.11. In the absence of fraud, no Directors or Officers of this Corporation shall be disqualified by their office from dealing or contracting with this Corporation either as vendor, purchaser or otherwise, nor shall any contract, transaction or act of this Corporation be void or voidable or affected by reason of the fact that any such Director or Officer is an Officer, Director, stockholder or employee, has any interest in such contract, transaction or act, whether or not adverse to the interest of the Corporation, even though the vote of the Director or Directors, or Officer or Officers having such interest shall be liable to the Corporation or to any creditor thereof, or to any other person for any loss incurred by it or by reason of any such contract, transaction, or act; nor shall such Director or Directors, or Officer or Officers, having such interest shall be liable to the Corporation or to any creditor thereof or to any such person for any loss incurred by it or by reason of any such contract, transaction or act; nor shall such Director or Directors, or officer of Officers, be accountable for any gains or profits realized thereon. Provided, however, nothing herein shall be construed to permit the corporation to make a loan to an Officer or Director of the Corporation. .
ARTICLE 5

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

5.01. The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation Such authority may be general or confined to specific instances.

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BY-LAWS MARCH 1, 2005
CHECKS AND DRAFTS
5.02. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by those Officers and Directors designated by the board of Directors of the Corporation.
DEPOSITS
5.03. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in one or more depositories as the Board of Directors may select.

GIFTS
5.04. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.

RESOLUTION OF DISPUTES
5.05. In any dispute between members relating to the activities and/or contracts 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 cooperate to select one or more mediators to help resolve the dispute. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in Texas Revised Civil Statutes, as amended, regardless of whether the parties have met together with a mediator. 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.

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ARTICLE 6

CERTIFICATE OF MEMBERSHIP
6.01. The Board of Directors may provide for the issuance of a certificate evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the officers; President, Vice-President, Secretary and Treasurer. The name and address of each Member and the date of issuance of the certificate shall be entered on the records of the Corporation. Any certificate may be used therefore on such terms and conditions as the Board of Directors may determine.
ARTICLE 7

BOOKS AND RECORDS

7.01. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member or their agent or attorney for any proper purpose at any reasonable time.
ARTICLE 8.

FISCAL YEAR

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

ARTICLE 9
9.01. Whenever any notice is required to be given under the provisions of the

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Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the By-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. .
ARTICLE 10
COMMITTEES

10.01. Standing Committees The following committees, to be known as standing committees, shall be appointed by the President, and hold office for one (1) year unless specified by these by laws. Executive Committee / Executive Board This committee shall consist of the President, Vice President, Secretary, Treasurer and immediate past President and shall be a sounding board for the President as well as provide advice for the President during his/her term of office.
Finance and Budget Committee This committee is charged with drafting an annual budget which shall be subject to the Board and the Members for approval. This committee shall examine expenditures recommended by other committees to determine the effect they would have on the treasury and budget and make its recommendations to the Board. The budget shall be presented to the Board by the November Board meeting and to the following annual membership meeting. Social Committee This committee shall have the duty of planning the program for the Social membership Mixer meetings. Membership Committee This committee shall receive all applications for membership and shall recommend their acceptance in accordance with the provisions of these By-Laws. This committee shall be concerned with the recruitment of new members, both regular and Associate.

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Special Events Committee This committee shall be concerned with the suggesting and developing various means of raising funds for the Chamber. This committee shall be charged with the handling of the planning of events to raise funds and any other special events authorized by the Chamber Board of Directors.

Hospitality Committee This committee shall be concerned with hospitality to the community, the new Members of the Chamber and to newcomers in the community.
Business Committee This committee shall be concerned with business promotional and activities in order to further the welfare of our general Members.
Economic Development This committee shall be concerned with bringing business into our service area.
Special Committees These committees are appointed by the President of the Board to execute certain specific duties not detailed in the duties of the above-mentioned committees.
ARTICLE 11.
AMENDMENT TO BY-LAWS

11.01. These By-Laws may be altered, amended, or repealed by new By-Laws adopted by a two-thirds (2/3) majority of the regular Members present at any regular meeting or at any special meeting, where written notice is given of an intention to alter, amend, or repeal these By-Laws or to adopt new By-Laws at such special meeting.

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IN WITNESS WHEREOF we have hereunto set our hands this 3rd day of March, 2005.

Susan Abelow - Warren Alston - Harold Andrews
Stephen Breig - Charlie Cantu - Greg Chandler
Willa Compere - Robert Evans - Jason Guckian
Sonja Heldt-Harris - Beverlee Lemes - Barbara Martens
Greg Pringle - Ross Rozelle - Dr Kevin Scott
Judge Charles Stephens Gary Tanner Philip Thomason
Bill Townsend - Scott Watson

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BY-LAWS MARCH 1, 2005