Above, Brownsboro High School Principal Kenneth Wooten overlooks the football stadium. Below is the theatre building. With enrollment near 900, Brownsboro High School has run out of classrooms.

That alone makes it no different than other schools in the district. But unlike those campuses, Brownsboro High is not in critical condition. The building is only 21 years old.

"As far as the building falling down, we don't have that," Principal Kenneth Wooten said. "Structurally, our building is the best in the district. We're not in a horrible state here, but we are at capacity. As we look to the future, we have to decide where we are going to be in 10 years."

The school's most glaring need is in its athletic programs. Dressing rooms for male and female athletes are small and often shared, restrooms and showers are inadequate, the football stadium is outdated and poses public-safety concerns, a makeshift structure serves as the fieldhouse, and parking for football games is nearly nonexistent.

Paul Bryant Photos "There's just not enough room, and it's not a good layout from a safety standpoint, " Wooten said. "We don't have a good way to keep teams and fans separated. "

At the stadium, during football games, students and fans regularly watch from outside seating areas on grass, in parking lots, and near State Highway 31 behind the north end of the football field.

Cars are parked in front of businesses, around Brownsboro Elementary and Brownsboro Junior High, and in residential areas nearby.

"Space is tight, and the concession stands and restrooms are not sufficent," Wooten said. "But the folks here have done a tremendous job of using what we have."

At the high school, conditions are not much better for student-athletes. Cheerleaders have to leave campus and meet in an old gym behind the district office. Other athletes have to share cramped restrooms. What is is that you want your schools to do? There's always room for improvement. "

Except for its two intermediate schools, each of the district's campuses need to be renovated, expanded, or rebuilt.

A single bond proposal in 2010 won't provide enough tax revenue to do the work all at once, but Oates stressed that projected growth in Smith and Henderson Counties over the next 30 years will force the district to make substantial changes - and quickly.

"By 2040, we will have about 40 million people in Texas," he said.

"I think you're going to see a lot of growth on this side of the county instead of in the Athens area. We think the community needs to be very much involved in the planning process. We need to think about where we're going."

The district has grown about 60 percent over the last 20 years, and continues to grow 3 percent annually. The projected population in Henderson County by 2010 is more than 81,300. By 2020, it is expected to be over 90,000 and, by 2030, the population is projected to reach 100,000.

Much of that growth will happen west and south of Tyler and will include Chandler.

"Tyler is working to ensure growth occurs in all areas of our community," Tyler communications director Susan Guthrie said.

"In recent years, the majority of growth has been south Tyler. However, we have several projects planned in the next few years to stimulate growth in north Tyler and in west Tyler."

Two years ago, officials there approved Tyler 21, the city's master plan for the next 20 years.

The 500-page document lays out in exhaustive detail the city's annexation and development intentions, breaks down the area's social, economic, and racial demographics, describes its land use, incorporates community input, focuses on historic preservation and downtown development, recreation, and residential development.

Tyler's population increased from 83,650 in 2000 to 101,160 in 2006. More than 20,000 new residents are expected in the city by 2015.

And according to the Texas State Data Center, Smith County's population is projected to be 128,572, up from 99,918 in 2005. Further, according to Tyler 21, Smith County has grown faster outside the city than within the city limits since 1970.

In the 1990s, its growth was about 2 percent a year, about twice the annual rate within the city limits.

Construction of the Loop 49 toll road is expected to further stimulate growth in and around Smith County. The route is open between FM 756 and State Highway 155 south of Tyler, but the Texas Department of Transportation has proposed extending Loop 49 from 155 to I-20 north of Tyler.

It also plans to extend the loop west from FM 756 to State Highway 110.

Tyler's city and extraterritorial land areas include over 42 percent of Smith County's land area and about 47 percent of the county's population.

Land within the city's extraterritorial jurisdiction is governed by Tyler's subdivision regulations.

Texas School Planning was hired in October to consult the district on its capital improvements plan.