ARTICLE I

POWER AND PURPOSES

SECTION 1. POWER, NUMBER and TERM OF OFFICE: The property and affairs of the Corporation shall be managed and controlled by the Board of Directors, and subject to the restrictions imposed by law, the Articles of Incorporation, and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation.

The Board of Directors shall consist of

Officers of the Corporation, other than the president, unless they are already one of the 32 Directors specified above, shall automatically be Directors of the Corporation.

The Directors constituting the Board of Directors serve until a successor is elected or appointed as herein provided. Directors shall serve as such for a term of three (3) years. Except as noted above for the seven appointments by the chairman and as noted in the directors of the current chairs of LSET and SETWIN.

Persons who currently occupy public office positions may serve only as Advisory Directors and shall not be voting members of the Board. The Chairpersons of the Corporation, subject to approval of the Board, may appoint a sufficient number of advisory Directors to achieve effective liaison between the Corporation and the communities of Southeast Texas.

All Directors shall be members of the Corporation, and any Director may be removed from office by a majority vote of the Board of Directors for either cause or at will. For individual vacancies, for elected Directors, the Board may elect a Director to fill an unexpired term. For vacancies in Directors recommended by the Chairperson, the Chairperson may recommend a person to fill an unexpired term, which such person is subject to approval by the Board.

Section 2. NOMINATION AND ELECTION OF DIRECTORS:

At least ninety (90) days before the end of the Corporation's fiscal year, the Corporation's Chairperson shall consult the community for suggestions to serve as Board of Director members and to represent their areas of the Region as follows:

The Board of Directors shall consider such input as well as suggestions from the Board of Directors in appointing representatives that will best represent the interest of those areas. By written notice, signed by at least twenty-five (25) members of the Corporation in good standing, members may make other nominations to the Board of Directors, provided such nominations are received by the Corporation at least sixty (60) days before the end of the fiscal year. During the last month of the fiscal year, the Board shall elect Directors from the nominations received to constitute the Board for the following year.

Candidates for the Partnership of Southeast Texas Board of Directors and its Advisory Board deserve careful consideration, as these individuals are critical to our Region's future success. Each nominating group shall be instructed to consider the following guidelines when recommending candidates:

Board of Directors:

Individuals should have demonstrated a personal interest in the economic well-being and growth of the nine county region. The person should be respected by their peers and community, be informed of matters influencing economic growth, be innovative and aggressive thinkers with a positive vision for the Region's future.

Individuals must be willing to commit to at least two hours/month to prepare for and attend Director meetings with minimum attend- ance in compliance with the Corporation's By-laws. Additionally the individual must be willing to attend 2-3 special Director meetings and/or committee meetings each year plus possibly participate in one corporate visit annually.

Advisory Board:

Section 3. ADVISORY BOARD: A non-voting Advisory Board consisting of a minimum of eight members shall be selected by the Board of Directors for the purpose of providing the Board guidance and insight towards achieving the mission and goals of the Partnership of Southeast Texas. The Advisory Board members shall be approved by the Board and shall represent the nine counties, heavy industry, small business, labor, minority business and the financial institutions. Each Advisory Director shall be elected for a term of three (3) years with no more than one-third of the Advisory Board being replaced annually. Advisory Board members shall be guided by the same criteria as the Partnership of Southeast Texas Board of Director members with the exception that Advisory Board members may currently occupy public office positions. Advisory Board members shall present an annual assessment of the Corporation's performance over the past year at the Corporation's first monthly meeting in a new calendar year.

Section 4. MEETINGS OF DIRECTORS: The Directors may hold their meetings at such place or places in the state of Texas as the Board of Directors may from time to time determine; provided, however, in the absence of any such determination by the Board of Directors, the meetings shall be held at the registered office of the Corporation in the State of Texas.

Regular meetings of the Board of Directors shall be held without necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors.

Special meeting of the Board of Directors shall be held whenever called by the Chairperson of the Board of Directors, Secretary, or by a majority of the Directors.

The secretary shall give notice to each Director of each special meeting, in person or by mail, telephone or fax at least two (2) hours before the meetings. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at the special meeting. At special meetings where any matter pertaining to the purpose of the Corporation may be considered or acted upon, three-fourths of the Directors must be present even though a notice may not have been properly given. A simple majority of those present is required for any action taken.

Section 5. ATTENDANCE: Absence of a Director from three (3) consecutive regular meetings of the Board or absences from fifty (50%) of the meetings over a 12-month period, without an excuse deemed valid and so recorded by the Board, shall be construed as a resignation.

The Secretary shall so advise the Board of any member at-risk of violating this requirement and any member in violation. Written notice shall be given to any "at risk" member if the member is not present when the Board is so advised.

Section 6. QUORUM: Twenty-five percent (25%) of the Directors then in office shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Provided, that the act of the Board of Directors at a regular or special meeting at which less than a majority of the Directors then in office was present, may be modified or rescinded by not less than two-thirds (2/3rds) majority vote within thirty (30) days of such action.

Section 7. CONDUCT OF BUSINESS: At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine.

At all meetings of the Board of Directors, the Chairperson shall preside, and in the absence of the Chairperson, the Vice-Chairperson shall exercise the powers of the Chairperson.

The Secretary of the Corporation shall act as Secretary at all meetings of the Board of Directors, but in the absence of the secretary, the presiding officers may appoint any person to act as Secretary of the meeting.

Section 8. EXECUTIVE COMMITTEE: The Board of Directors, by resolution passed by a majority of the Directors in office, may designate two or more Directors to constitute an Executive Committee, which may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Board of Directors is specified by law. The Executive Committee shall act in the manner provided in such resolution. The Executive Committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board of Directors from time to time.

Section 9. COMPENSATION OF DIRECTORS. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expense incurred in the performance of their duties hereunder.

Section 10. INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify any Director or former Director of the Corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by him/her in connection with any claim asserted against him/her by action in any court or otherwise by reason of his/her being or having been such Director, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

If the Corporation has not fully indemnified him/her the court, in the proceeding in which any claim against such Director has been asserted, or any court having the requisite jurisdiction of any action instituted by such Director on his/her claim for indemnity, may assess indemnity against the corporation or its receiver or trustee for the amount paid by such Director in satisfaction of any judgment or in compromise of any such claim, exclusive in either case of any amount paid to the Corporation, and any expenses and costs (including attorneys' fees) actually and necessarily incurred by him/her in connection therewith to the extent that the court shall deem reasonable and equitable; provided, nevertheless, that indemnity may be assessed under this section only if the court files that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

ARTICLE IV

OFFICERS

Section 1. TITLES AND TERMS OF OFFICE. The Officers of the Corporation shall be a Chairperson, one or more Vice Chairpersons, President, Secretary, and Treasurer and such officers as the Board of Directors may from time to time elect or appoint. Each officer shall be a resident of the region and a member of the Corporation. Terms of office are for a period of one (1) year.

All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors.

A vacancy in the office of any officer shall be filled by a vote of a majority of the entire Board of Directors.

Section 2. POWERS AND DUTIES OF THE CHAIRPERSON. The Chairperson shall be a member of the Board of Directors of the Corporation, shall preside at all meetings of the Board of Directors, shall appoint operating committees, subject to Board of Directors approval, and in furtherance of the purposes of this Corporation, may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation, and shall have such other duties and other powers as may be authorized elsewhere in the bylaws.

Section 3. VICE-CHAIRPERSON. The Vice-Chairperson shall be a member of the Board of Directors of the Corporation, shall have such powers and duties as may be assigned by the Board of Directors, and shall exercise the powers of the Chairperson during the Chairperson's absence or inability to act. Any action taken by the Vice-Chairperson in the performance of the duties of the Chairperson shall be conclusive evidence of the absence or inability to act of the Chairperson at the time such action was taken. Multiple Vice-Chairpersons shall serve in the order of their numbered position.

Section 4. SECRETARY. The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; shall attend to the giving and serving of all notices; in furtherance of the purposes of the Corporation, he/she may sign with the Chairperson in the names of the Corporation and/or attest his/her signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and instruments, except the books of account on financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable terms be open to inspection upon application at the office of the Corporation during business hours, and shall, in general, perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 5. TREASURER. The Treasurer shall have custody of all the funds and securities of the Corporation which come into such Treasurer's hands. When necessary or proper, the Treasurer may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, shall render a statement of the cash account; shall enter or cause to be entered regularly in the books of the Corporation to be kept by the Treasurer for that purpose full and accurate accounts of all moneys received and paid on account of the Corporation; shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors, and shall, if required by the Board of Directors, give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require.

Section 6. PRESIDENT. The President shall have powers and duties as may be assigned by the Board of Directors and shall report to the Chairperson. The President shall be responsible for the day-to-day operations of the Partnership of Southeast Texas office and its staff. Powers of the office shall include signing of contracts that have had prior Board approval with monetary limits established. Other duties shall include preparation of Annual Goals, Tactical and Strategic Plans for the Partnership of Southeast Texas planned operations.

Section 7. VICE-PRESIDENT. Vice-President shall have powers and duties as may be assigned by the Board of Directors and shall report to the President. The Vice-President shall be responsible for identifying and pursuing prospective business prospects for the Southeast Texas Region and for supervising an existing business/industry retainance program. He/She shall also participate in all planning phases to identify the Partnership of Southeast Texas operations. He/She may also execute the duties of the President during his/her absence when so authorized by written letter from the President.

Section 8. STAFF. The Board annually shall elect officers of the Corporation who shall function as the staff of the Corporation. The Board shall designate the titles and compensation of these officers, whose duties and employment is at the pleasure of the Board subject to such contractual obligations as the Corporation may incur.

Section 9. NOMINATION OF OFFICERS. At least one (1) month before the end of the Corporation's fiscal year, the Chairperson shall appoint a committee to nominate members to serve as officers of the Corporation for the following fiscal year. The committee shall consist of at least three (3) members, with no two (2) members residing in the same city and no more than two (2) residing in the same county. The committee shall nominate at least one qualified candidate for each officer's position and shall submit the slate of nominees to the Board. The Board may make additional nominations, and from those nominated, before the end of the current fiscal year, shall elect the officers to serve during the next year.

Section 10. COMPENSATION. The Chairperson, Vice-Chairperson and Secretary-Treasurer shall not receive salary or compensation for their services other than they shall be reimbursed for actual out-of-pocket expenses incurred in the performance of their duties hereunder. Other designated staff may be compensated for their services as determined by the Board.

Section 11. INDEMNIFICATION OF OFFICERS. The Corporation shall indemnify any officer or former office of the Corporation for expense and cost (including attorneys' fees) actually and necessarily incurred by him/her in connection with any claim asserted against him/her, by action in court or otherwise, by reason of his/her being or having been such officers, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

If the Corporation has not fully indemnified him/her, the court in the proceeding in which any claim against such officer has been asserted or any court having the requisite jurisdiction of an action instituted by such officer on his/her claim for indemnity may assess indemnity against the Corporation or its receiver or trustee for the amount paid by such officer in satisfaction of any judgment or in compromise of any such claim, exclusive in either case of any amount paid to the Corporation, and any expenses and costs (including attorney's fees) actually and necessarily incurred by him/her in connection therewith to the extent that the court shall deem reasonable and equitable; provided, nevertheless, that indemnity may be assessed under this section only if the court finds that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

ARTICLE V

PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS

Section 1. EFFECTIVE DATE. These bylaws of the Corporation shall be effective only upon the occurrence of their adoption by a majority of the Board of Directors.

Section 2. AMENDING BYLAWS. These bylaws may be amended by majority vote of the Board of Directors.

Section 3. INTERPRETATION OF BYLAWS. These bylaws and all terms and provisions hereof shall be liberally construed to effectuate the purposes set for the herein. If any word, phrase, clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any person of circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these bylaws to any other person or circumstance shall not be affected thereby.

ARTICLE VI

GENERAL PROVISIONS

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be located at 2625 Calder, Suite 210, P. O. Box 3828, Beaumont, Texas 77701.

The Corporation shall have and continuously maintain in the state of Texas (the "State") a registered officer and a registered agent, whose business office is identical with such registered office, as required by the act. The registered office may be, but need not be identical with the principal office in the state, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the act.

Section 2. FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year or as determined by the Board of Directors.

Section 3. MEETINGS OF THE MEMBERSHIP. By written petition to the Board of Directors, such petition signed by at least twenty-five (25) members of the Corporation, or by a majority vote of the Board, a meeting of the membership may be called. The Board must send notice of such meeting to all members at least six (6) business days before the meeting and shall hold the meeting within twenty (20) business days after receipt by an office of the Corporation of the written petition.

Section 4. SEAL. The seal of the Corporation shall be as determined by the Board of Directors.

Section 5. NOTICE AND WAIVER OF NOTICE. Whenever any notice whatsoever is required to be given under the provisions of the act, the articles of incorporation or these bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his/her 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. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need by specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 6. RESIGNATIONS. Any Director or officer may resign at any time. Such resignation 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 Chairperson or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 7. ACTION WITHOUT A MEETING OF DIRECTORS OR COMMITTEES. Any action which may be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to the taken shall be signed by all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles of document filed with the secretary of State or for any other reason.

Section 8. DISSOLUTION OF THE CORPORATION. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the Unit.

Adopted this _____________ day of _____________________, 19____.

______________________________ ________________________________

Chairperson of the Board of Directors Secretary/Treasurer