Articles of Incorporation

Pursuant to the provisions of the "Texas Non-Profit Corporation Act" of the Texas Civil Statutes and specifically Article 1396-3.01, the undersigned natural person to the age of eighteen (18) years or more, acting as incorporator, has executed and adopted these Articles of Incorporation for the purpose of incorporation as a non-stock, non-profit corporation under the laws of the State of Texas the unincorporated association heretofore known as the "Williamson County Symphony Orchestra".

These Articles of Incorporation, and the authorization of the undersigned incorporator to execute and file these Articles of Incorporation, were adopted at a meeting of the members of the Williamson County Symphony Orchestra held on the 29th day of July, 2002, and received the consent of the majority of members. The meeting was held in compliance with the provisions of the Bylaws of the Williamson County Symphony Orchestra adopted on June 9, 2002. A copy of the Bylaws is attached.

ARTICLE I

The name of the corporation shall be the Williamson County Symphony Orchestra.

ARTICLE II

The corporation is a non-profit corporation.

ARTICLE III

The purpose for which the corporation is formed is that which is stated in the Bylaws adopted by the Williamson County Symphony Orchestra membership on June 9, 2002:

"The purpose of the organization is to perform the following functions:

To provide an opportunity for amateur musicians to play their instruments in a quality orchestral Environment To teach both the technical and historical aspects of music performance to such participants and their audiences To perform orchestral repertoire for the benefit of audiences in surrounding communities To also provide such performances for local schools to enhance their curriculum To accomplish these functions in a nurturing, Christian environment"

ARTICLE IV

The corporation shall have the power to do all lawful acts necessary or desirable to carry out its purposes consistent with the provisions of the Texas Non-Profit Corporation Act and Section 501(C)(3) of the Internal Revenue Code.

ARTICLE V

The street address of the initial registered office of the corporation is 1007 Green Meadow, City of Round Rock, County of Williamson, State of Texas, and the name of the initial registered agent of the corporation at such address is John Barnes Gordon.

ARTICLE VI

The number of officers and directors constituting the initial board of directors of the corporation shall be seven (7). The number of officers and directors, the method of election, the term of office, and the powers and duties of officers and directors shall be as specified in the Bylaws of the corporation as approved by the membership of Williamson County Symphony Orchestra on June 9, 2002 and as subsequently modified.

The names and addresses of the persons who were elected to serve as the initial officers and directors of the corporation by the membership of the Williamson County Symphony Orchestra on June 30, 2002 to serve to August 31, 2003 are as follows:

ARTICLE VII

The period of the corporation's duration is perpetual.

ARTICLE VIII

The powers, duties, and privileges of the members of the corporation shall be such as are specified in the Bylaws of the corporation. All provisions herein or in the Bylaws of the corporation for the regulation and conduct of the affairs of the corporation, and the qualification for membership in the corporation are expressly intended to be in furtherance, and not in limitation or exclusion, of the powers conferred by statute.

ARTICLE IX

The membership of the corporation has the exclusive right to amend the corporation Bylaws per the current Bylaws adopted by the Williamson County Symphony Orchestra on June 9, 2002.

ARTICLE X

The corporation shall be without capital stock and no person, or any of the corporation's members, shall derive any profit from its operation and said corporation is to be operated on a non-profit basis.

ARTICLE XI

The incorporator's name and street address is John B. Gordon, 1007 Green Meadow, Round Rock, Texas 78664.

In witness of this action, I subscribe my name hereto on this day, the 30th of July 2002.