LAKEWAY PLAYERS CONSTITUTION AND BY LAWS

December 22, 2003

ARTICLE I - NAME, MISSION, AND PURPOSE

SECTION 1. - NAME. The name of this organization shall be the "LAKEWAY PLAYERS," hereinafter referred to as the "PLAYERS."

SECTION 2. - MISSION.

The mission of the PLAYERS shall be to foster and promote public interest and participation in the performing arts, encompassing all aspects of theatre, including writing, acting, singing, dancing, direction, sound, lighting, costuming, and backstage work.

SECTION 3. - PURPOSE. The purpose of the PLAYERS shall be:

a. To perform regularly scheduled dramatic presentations for public enjoyment through the involvement of volunteer performers and backstage workers.

b. To provide educational programs to the community concerning various genres of dramatic arts. Said organization (PLAYERS) is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE II - MEMBERSHIP DUES AND FEES

SECTION 1. - QUALIFICATIONS. Regular membership shall be offered to all:

a. Residents of the City of Lakeway, TX

b. Owners of real estate in the City of Lakeway, TX

c. Other interested individuals

SECTION 2. - DUES. Membership dues shall be assessed annually at an amount determined by the PLAYERS Board of Directors. Dues are payable on or before January 1 each year, and not later than January 31, for a member to be considered in good standing.

ARTICLE III - MEETINGS

SECTION 1. - REGULAR MEETINGS. Regular meetings will be held annually. The date, time and place shall be determined by the Board of Directors.

SECTION 2. - SPECIAL MEETINGS. Special meetings may be called by the Chairman or the Board of Directors.

SECTION 3 - QUORUM. A quorum at any PLAYERS meeting requires 20% of the regular adult membership to be present to transact business.

ARTICLE IV - BOARD OF DIRECTORS

SECTION 1. - GENERAL POWERS. The affairs of PLAYERS shall be managed by the Board of Directors, as provided for in SECTION 3.

SECTION 2. - NUMBER, TERM, AND QUALIFICATION.

The Board shall consist of not less than five (5) or more than twelve (12) members, one of whom shall be the retiring Chairman. Four (4) shall be the elected positions of Chairman, Vice Chairman, Secretary, and Treasurer. Additional Directors shall be elected as agreed upon by the membership. All persons shall be elected for two-year terms.

SECTION 3. - POSITION DESCRIPTIONS. The duties of the elected positions shall be as follows:

a. Chairman. Chief Administrative Officer of the PLAYERS. Chairs the Board meetings, as well as regular membership meetings. Appoints committee chairmen.

b. Vice Chairman. Performs duties assigned by the Chairman, and performs duties of the Chairman in his absence. Serves closely with all committees.

c. Secretary. Maintains membership rosters, conducts PLAYERS correspondence, maintains meeting minutes.

d. Treasurer. Receives and serves as custodian for all monies collected for dues or special gifts, pays all bills or disbursements, keeps complete and accurate records in order to prepare periodic financial reports at the direction of the Chairman.

e. Director. Additional Director/s will be responsible for special projects as designated by the Chairman.

SECTION 4. - VACANCIES. May be filled by the Board of Directors appointing a member from the general membership to fill the unexpired term.

SECTION 5. - BOARD OF DIRECTORS MEETINGS. Meetings may be called by the Chairman, or by any three Directors.

SECTION 6. QUORUM. 50% or more of total number of directors must be present.

SECTION 7. - AUTHORITY. Expenditures of over $500 must be approved by the Board of Directors.

SECTION 8. - ELECTION. PLAYERS Directors shall be elected by the membership at the Annual Meeting and shall take office on January 1 of the following year.

SECTION 9. - REMOVAL. Any Director may be removed from office with just cause by an affirmative vote of two-thirds of the members present at a regular meeting of the membership.

ARTICLE V - COMMITTEES

SECTION 1. - SPECIAL COMMITTEES. May be established by the Board of Directors to perform special projects.

SECTION 2. - STANDING COMMITTEES. May be established by the Board of Directors to fulfill long-term needs of the PLAYERS.

SECTION 3. - COMPOSITION. Each committee shall be headed by a Committee Chairman appointed by the Board. Members of the committee shall be selected jointly by the Chairman of the Board and the Committee Chair.

ARTICLE VI - DISTRIBUTION OF ASSETS

SECTION 1. - DISTRIBUTION OF ASSETS. Assets of the PLAYERS shall be used to fund activities of the PLAYERS and improvements to the Lakeway Activity Center.

SECTION 2. - DISSOLUTION OF ORGANIZATION. Upon the dissolution of the PLAYERS, assets shall be distributed to the Lakeway Activity Center ("Center"), if the Center is qualified as an organization described under section 501(c)(3) of the Internal Revenue Code; otherwise, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE VII - GENERAL PROVISIONS

SECTION 1. - FISCAL YEAR. The fiscal year of the PLAYERS shall be the calendar year, January through December.

SECTION 2. - CONTRACTS, LOANS, AND DEPOSITS. All such PLAYERS management issues will be decided by the Board of Directors, and funds not otherwise employed shall be deposited to the credit of the PLAYERS in such depository as the Board shall direct.

SECTION 3. - LIABILITY. In the event of any lawsuit or cause of action against the PLAYERS, based on allegation of PLAYERS torts, any judgment recovered may be satisfied only from the funds and property of PLAYERS.

SECTION 4. - AMENDMENTS. These by-laws may be amended or repealed and new by-laws adopted by the membership, by a two-thirds majority of members present at a regular membership meeting.

SECTION 5. SPECIFIC EXCLUSIONS:

a. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

b. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

DATE OF ACCEPTANCE OF THESE BYLAWS BY THE BOARD OF DIRECTORS AND THE MEMBERSHIP OF LAKEWAY PLAYERS:

December 22, 2003

By Laws