
BY-LAWS OF THE AMERICA FIRST PARTY OF MISSISSIPPI (As adopted by the Founding Convention of the Reform Party of Mississippi, held at Jackson, Mississippi on June 17, 2000; as amended by the State Central and Executive Committees on September 4, 2000; as amended by the Executive Committee on January 29, 2002; as amended by the Executive Committee on February 18, 2002; as amended by the State Convention on July 20, 2002; as amended by unanimous action of the State Executive Committee on August 13, 2005.) ARTICLE I: NAME AND AFFILIATION Section 1: The name of this organization shall be the America First Party of Mississippi (hereinafter "Party"). Section 2: The Party shall be affiliated with the America First Party (hereinafter, "AFP"). Section 3: The affiliation of the Party with a national political party may be revoked by unanimous consent of the Executive Committee or by a two-thirds vote of the state convention; and in the same manner, the Party may affiliate with another national political party of its choosing. ARTICLE II: PURPOSE Section 1: The purpose of the Party is to develop a statewide political organization in order to support the principles, goals, and platforms of this Party as adopted by its Convention and to secure the election of all duly nominated candidates and electors thereof. ARTICLE III: MEMBERSHIP Section 1: Membership of the Party shall consist of all persons who are qualified electors under the laws of the State of Mississippi who: (1) are in accord with the Declaration of Principles and the Platform of the Party as adopted by its State Convention. (2) affiliate with the Party by making application on such form as may be prescribed by AFP or the Party, and by filing such application with the State Secretary or State Chairman of the Party. (3) provide a signed membership form within thirty days after the annual call for membership renewal by the Executive Committee, such annual call being issued to all members in good standing at the beginning of the new year. Section 2: Each Party member is entitled to participate as a full voting member in the official organization and activities of the Party to the extent provided by these by-laws. Section 3: Membership terminates automatically for any of the following reasons: (1) the member abandons his residency or elector status in the state of Mississippi; or (2) suspension of membership for cause by a three-fifths (3/5) vote of the State Executive Committee, in which case the suspended member will be notified by mail at the member's last known address. The suspended member shall have 30 days after the date of the mailing to file a written appeal with the State Chairman; or (3) failure to submit the annual membership form to the Executive Committee as provided for hereinabove within the specified time period. Section 4: Upon timely appeal by any suspended member, the State Executive Committee shall hold a hearing concerning the suspension, and shall rule either to terminate the membership or continue the member in good standing. Should the committee fail to rule within ninety days of the date from which written notice of appeal is filed with the State Chairman, the membership shall be automatically reinstated. Section 5: No person shall serve as an officer, National Committee person, national convention delegate or alternate, or state convention delegate of the Party, or be a member of a County Executive Committee of the Party, unless he shall be a member of the Party. ARTICLE IV: STATE EXECUTIVE COMMITTEE Section 1: At all times when a State Convention is not in session, the State Executive Committee shall be the governing and administrative body of the Party and shall manage the business and operations of the Party in accordance with these by-laws. The State Executive Committee shall have all the authority to conduct such additional business as shall be required of it by state law. Section 2: The State Executive Committee shall consist of not less than five (5) members. Committee Members shall serve without pay. Section 3: Each Committee Member shall be elected at the State Convention by majority vote of the attending delegates and serve for a term of not more than four (4) years. An Executive Committee Member may be re-elected to serve consecutive terms, and shall continue in office unless he resigns, is removed, or upon the election of his replacement. Section 4: The Committee shall consist of five officers and three National Committee members elected by majority vote at the State Convention. The five officers shall be the State Chairman, State Vice-Chairman, State Secretary, State Treasurer, and At-Large Committee Member. Section 5: The Committee shall meet at least twice in each calendar year at times and places as designated by the State Chairman. The Committee may also meet upon the call of the majority of its members. The Committee may meet by telephone. Reasonable advance notice shall be given to all Committee members prior to the meeting. This notice requirement may be waived by unanimous consent of all the Committee members. Section 6: The presence in person or by telephone of a majority of Committee members shall constitute a quorum for purposes of transacting business. Section 7: Any action required or permitted to be taken by the Committee may be taken without a meeting, if all members of the Committee shall individually or collectively consent in writing to such action. Action by written consent has the same force and effect as a vote of the Committee members. Such written consent shall be incorporated into the official minutes of the Executive Committee. Section 8: Vacancies on the Committee, including all officers, the at-large member, National Committee persons, and all other vacancies of national convention delegates and alternates, and presidential electors shall be filled through election by the Executive Committee. The term of a Committee member appointed to fill a vacancy on the Committee shall be coterminous with the term to which the replaced Committee member had been entitled. Section 9: A Committee member may be removed from the Committee upon a three-fifths (3/5) vote of the Committee Members or upon recall by the membership of the Party. A committee member is deemed recalled from office, and his office immediately declared vacant, upon presentation to the Executive Committee of a written Petition of Recall signed by two-thirds of all the Party members in good standing who were credentialed at the immediate previous State Convention; and such recalled committee member shall be ineligible for re-election to any position provided for within these bylaws for a period of two years following such recall by the Party members. ARTICLE V: STANDING COMMITTEES Section 1: The Standing Committees of the State Executive Committee shall be the Membership Committee, Finance Committee, and Candidate Committee. The State Chairman shall appoint each committee chairman, with the majority approval of the State Executive Committee. The committee chairman shall appoint such members of his committee as he deems proper, but in every case, the State Chairman shall be a member of the committee ex officio. Section 2: The Membership Committee shall work to increase membership in the Party and develop district, county and precinct organizations. Section 3: The Finance Committee shall manage the fundraising activities of the Party. Section 4: The Candidate Committee shall encourage qualified and capable members of the Party to seek public office and shall perform such other duties as may be permitted by the State Chairman. ARTICLE VI: OFFICERS Section 1: State Chairman. The State Chairman shall be elected by majority vote of the delegates of the State Convention of the Party. The State Chairman shall be the chief executive officer of the Party and shall have general supervision over the affairs and activities of the Party. The State Chairman shall perform such other activities as are required by law and as usually pertain to the office of Chairman, including the coordination with other State and National party leaders. Section 2: State Vice-Chairman. The State Vice-Chairman shall be elected by majority vote of the delegates of the State Convention of the Party and shall perform the duties of the State Chairman in his absence at meetings of the State Convention and State Executive Committee. The State Vice-Chairman shall perform such other duties as are required by law or as may be prescribed by the State Executive Committee and as are incident to this office. Section 3: State Treasurer. The State Treasurer shall be elected by a majority vote of the delegates of the State Convention. The State Treasurer shall be responsible for the custody of the Party funds and preparation of financial records required by law or otherwise. Section 4: State Secretary. The State Secretary shall be elected by a majority vote of the delegates of the State Convention. The State Secretary shall be responsible for recording the minutes of all State Executive Committee meetings and State Conventions. The State Secretary shall be responsible for the enrollment of Party members and the maintenance of Party membership lists, and shall upon demand produce such list to any member of the State Executive Committee. The State Executive Committee shall be empowered to appoint a temporary secretary to perform the duties of the State Secretary in his absence or upon his disability. ARTICLE VII: NATIONAL CONVENTION DELEGATES AND NATIONAL COMMITTEE MEMBERS Section 1: The Party shall elect by majority vote of the State Convention national convention delegates representing each of Mississippi's U. S. Congressional Districts and two (2) at-large national convention delegates. The State Chairman shall be an automatic at-large national convention delegate and serve as the head of the Mississippi delegation attending the National Convention. The Mississippi delegation will consist of the number of U. S. Congressional Districts plus three (3). The State Chairman of the Party shall register each national convention delegate by certified mail, return receipt requested, directed to the authority specified by the Executive Committee of the AFP. Section 2: Should a national convention delegate resign, be removed, or otherwise become disqualified, he or she may only be replaced by an alternate national convention delegate who resides in the same U. S. Congressional District as the national convention delegate he or she is replacing, unless the replaced national convention delegate was an at-large national convention delegate. The State Executive Committee may elect by majority vote alternate national convention delegates. The State Chairman of the Party shall register replaced national convention delegates by certified mail, return receipt requested, directed to the authority specified by the Executive Committee of the AFP. Section 3: The national convention delegates shall represent the Party at any called National Convention of the AFP until such time as they are replaced either by the State Convention, or otherwise, upon disability or resignation, by the State Executive Committee. Section 4: National Committee Members. Three (3) National Committee Members shall be elected by majority vote of the delegates of the State Convention. The National Committee Members are elected at-large and are the Party's official representatives with the AFP National Committee. The Officers of the Party may also serve as National Committee Members. The State Chairman of the Party shall register National Committee Members by certified mail, return receipt requested, directed to the authority specified by the Executive Committee of the AFP. ARTICLE VIII: STATE CONVENTION Section 1: The State Convention shall be called to elect national convention delegates and alternates to the AFP National Convention; to elect Party officers, National Committee Members, and presidential electors; to nominate a candidate for President and Vice-President; to adopt or amend Party By-laws; and to conduct any other necessary business of the Party. Section 2: The State Executive Committee shall give fifteen (15) days notice of the Convention by authorizing the State Chairman to issue a Call and to mail a copy of said Call at least fifteen (15) days prior to the Convention to each member of the State Executive Committee and to each Party member. Section 3: Delegates to the State Convention shall be apportioned and selected in the manner provided by the laws of the State of Mississippi, and the officers of the State Executive Committee shall be the officers of the Convention. Section 4: The State Secretary shall act as the Convention Credentials Chairman. The State Chairman may appoint a replacement Convention Credentials Chairman in the event of the resignation, absence, or incapacity of the State Secretary. The Convention Credentials Chairman shall be provided with and use the Party membership list for the credentialing of convention delegates. Section 5: Any Party member may observe the State Convention. Any Party member wishing to participate as a delegate to such convention shall register his intention with the Credentials Chairman, and upon determination by the Chairman that he is a member of the Party, such member shall be credentialed as a delegate to the convention; provided, however, that no county shall be entitled to be represented by more than twenty-five percent (25%) of the total number of credentialed delegates at the state convention. No person shall be a delegate at the state convention who was not a member in good standing at the time of the issuance of the call to convention. Section 6: In the event that any county shall be represented by a delegation in excess of twenty-five percent (25%) of the total credentialed delegates to the state convention, the Convention Credentials Chairman shall de-credential so many delegates as shall be required to bring the county delegation size within the lawful limit of twenty-five percent. Delegates shall be de-credentialed in the reverse order in which they registered as delegates with the Convention Credentials Chairman. If a delegate declines to serve or withdraws his name from consideration as a delegate, the Convention Credentials Chairman shall replace him with a qualified Party member from the same county, if such person is in attendance and willing to serve as a delegate. Section 7: The Convention Credentials Chairman shall present his report listing the names and counties of all credentialed delegates to the State Convention. The delegates listed and credentialed by the Convention Credentials Chairman may entertain challenges to said credentialing report and, by a majority vote, may amend such report. Section 8: No other business shall be transacted by the State Convention until such Credentials Report, as amended, be finally approved by majority vote. The adopted credentials report shall establish the duly credentialed delegates of the State Convention and the number thereof. Section 9: A majority of the duly credentialed delegates shall constitute a quorum and a majority of a quorum shall have the power to transact any business unless herein otherwise provided. Section 10: The State Convention shall elect presidential electors in the number required by state law; but in the case where the convention fails so to do, or when any vacancy shall arise in the Party's slate of electors, the State Executive Committee may elect such electors as are required to satisfy state law. ARTICLE IX: COUNTY AND MUNICIPAL EXECUTIVE COMMITTEES Section 1: County Executive Committees may be organized by members of the Party on a county by county basis to provide local structure and grass-roots input into the governance of the Party, and such County Executive Committees shall have the power to perform such duties as the Party and state law shall require. Section 2: County Executive Committees shall be organized in a manner which is consistent with applicable state and federal law, and in accordance with these By-laws. Section 3: Municipal Executive Committees shall be created and perpetuated as now described by the laws of the State of Mississippi. Any such Municipal Executive Committee shall notify the State Chairman of any change in its membership or officers. Any such Municipal Executive Committee shall exercise only the powers conferred upon it by state law, and by any rules or procedures adopted by the State Executive Committee. Section 4: The State Executive Committee shall establish such rules and procedures as it deems necessary for the governance and control of the County and Municipal Executive Committees Section 5: When any members of the Party residing within a particular county desire to form a County Executive Committee in a county lacking such a committee, they shall inform the State Chairman, who shall give his written consent to the formation of such County Executive Committee. Such county Party members shall convene a meeting for the purpose of founding said County Executive Committee, and shall elect a county chairman and such other officers and members as necessary to constitute such committee. No county executive Committee shall be created unless there are resident in said county at least five Party members as defined hereinabove. Section 6: When such County Executive Committee shall be created, or whenever there is a change in officers or members of any County Executive Committee, the county chairman shall so advise the State Chairman of the names, addresses, and telephone numbers of the officers and members of such committee. Section 7: Whenever any conflict shall appear in the organization, leadership, or membership of a County or Municipal Executive Committee, it shall be resolved where possible by said committee; but if any Party member shall be aggrieved with the decision of said committee, he may take his appeal to the State Executive Committee by filing a written notice to the State Chairman. Section 8: The County and Municipal Executive Committees shall be subject to the jurisdiction and authority of the Party and its State Executive Committee. The State Executive Committee shall meet and resolve all disagreements placed before it by written notice. Section 9: The State Executive Committee shall enact, as soon as is practicable, rules for the perpetuation of County Executive Committees through the convening of county conventions and their election of new County Executive Committee members and officers. ARTICLE X: PROXIES Section 1: No proxies shall be authorized by any committees or conventions of this Party, except that this shall not be construed to prohibit duly elected alternate delegates from acting and voting for delegates in national conventions. ARTICLE XI: RULES AND REGULATIONS Section 1: Robert's Rules of Order Newly Revised shall govern all proceedings of the State Executive Committee and the State Convention, so long as they are not inconsistent with any Rules, By-laws, or resolutions adopted by the body; provided that either body may adopt a set of other rules by a two-thirds (2/3) vote of the members of said body. Section 2: The State Convention and State Executive Committee are authorized to adopt reasonable rules and regulations in order to facilitate the orderly conduct of their business so long as said rules do not conflict with these By-laws and/or state or federal statutes. ARTICLE XII: SEVERABILITY CLAUSE Section 1: If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of these By-laws, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of these By-laws, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of these By-laws so adjudged to be invalid or unconstitutional, or these By-laws shall be considered to be automatically amended to conform with the law. ARTICLE XIII: ADOPTION AND AMENDMENTS Section 1: These By-laws shall take effect immediately upon a two-thirds (2/3) vote of the State Convention. By-laws may be amended by a two-thirds (2/3) vote of the State Convention or a unanimous vote of the State Executive Committee. Section 2: Notices of amendments will be given with the call to convention. ARTICLE XIV: PUBLICATION OF BY-LAWS Section 1: The State Executive Committee shall publish these By-laws as amended; provided that they shall be properly and sequentially renumbered prior to publication.

BY-LAWS OF THE AMERICA FIRST PARTY OF MISSISSIPPI

(As adopted by the Founding Convention of the Reform Party of Mississippi, held at Jackson, Mississippi on June 17, 2000; as amended by the State Central and Executive Committees on September 4, 2000; as amended by the Executive Committee on January 29, 2002; as amended by the Executive Committee on February 18, 2002; as amended by the State Convention on July 20, 2002; as amended by unanimous action of the State Executive Committee on August 13, 2005.)

ARTICLE I: NAME AND AFFILIATION
Section 1: The name of this organization shall be the America First Party of Mississippi (hereinafter "Party").
Section 2: The Party shall be affiliated with the America First Party (hereinafter, "AFP").
Section 3: The affiliation of the Party with a national political party may be revoked by unanimous consent of the Executive Committee or by a two-thirds vote of the state convention; and in the same manner, the Party may affiliate with another national political party of its choosing.

ARTICLE II: PURPOSE
Section 1: The purpose of the Party is to develop a statewide political organization in order to support the principles, goals, and platforms of this Party as adopted by its Convention and to secure the election of all duly nominated candidates and electors thereof.

ARTICLE III: MEMBERSHIP
Section 1: Membership of the Party shall consist of all persons who are qualified electors under the laws of the State of Mississippi who:
(1) are in accord with the Declaration of Principles and the Platform of the Party as adopted by its State Convention.
(2) affiliate with the Party by making application on such form as may be prescribed by AFP or the Party, and by filing such application with the State Secretary or State Chairman of the Party.
(3) provide a signed membership form within thirty days after the annual call for membership renewal by the Executive Committee, such annual call being issued to all members in good standing at the beginning of the new year.

Section 2: Each Party member is entitled to participate as a full voting member in the official organization and activities of the Party to the extent provided by these by-laws.
Section 3: Membership terminates automatically for any of the following reasons:
(1) the member abandons his residency or elector status in the state of Mississippi; or
(2) suspension of membership for cause by a three-fifths (3/5) vote of the State Executive Committee, in which case the suspended member will be notified by mail at the member's last known address. The suspended member shall have 30 days after the date of the mailing to file a written appeal with the State Chairman; or
(3) failure to submit the annual membership form to the Executive Committee as provided for hereinabove within the specified time period.

Section 4: Upon timely appeal by any suspended member, the State Executive Committee shall hold a hearing concerning the suspension, and shall rule either to terminate the membership or continue the member in good standing. Should the committee fail to rule within ninety days of the date from which written notice of appeal is filed with the State Chairman, the membership shall be automatically reinstated.
Section 5: No person shall serve as an officer, National Committee person, national convention delegate or alternate, or state convention delegate of the Party, or be a member of a County Executive Committee of the Party, unless he shall be a member of the Party.

ARTICLE IV: STATE EXECUTIVE COMMITTEE
Section 1: At all times when a State Convention is not in session, the State Executive Committee shall be the governing and administrative body of the Party and shall manage the business and operations of the Party in accordance with these by-laws. The State Executive Committee shall have all the authority to conduct such additional business as shall be required of it by state law.
Section 2: The State Executive Committee shall consist of not less than five (5) members. Committee Members shall serve without pay.
Section 3: Each Committee Member shall be elected at the State Convention by majority vote of the attending delegates and serve for a term of not more than four (4) years. An Executive Committee Member may be re-elected to serve consecutive terms, and shall continue in office unless he resigns, is removed, or upon the election of his replacement.
Section 4: The Committee shall consist of five officers and three National Committee members elected by majority vote at the State Convention. The five officers shall be the State Chairman, State Vice-Chairman, State Secretary, State Treasurer, and At-Large Committee Member.
Section 5: The Committee shall meet at least twice in each calendar year at times and places as designated by the State Chairman. The Committee may also meet upon the call of the majority of its members. The Committee may meet by telephone. Reasonable advance notice shall be given to all Committee members prior to the meeting. This notice requirement may be waived by unanimous consent of all the Committee members.
Section 6: The presence in person or by telephone of a majority of Committee members shall constitute a quorum for purposes of transacting business.
Section 7: Any action required or permitted to be taken by the Committee may be taken without a meeting, if all members of the Committee shall individually or collectively consent in writing to such action. Action by written consent has the same force and effect as a vote of the Committee members. Such written consent shall be incorporated into the official minutes of the Executive Committee.
Section 8: Vacancies on the Committee, including all officers, the at-large member, National Committee persons, and all other vacancies of national convention delegates and alternates, and presidential electors shall be filled through election by the Executive Committee. The term of a Committee member appointed to fill a vacancy on the Committee shall be coterminous with the term to which the replaced Committee member had been entitled.
Section 9: A Committee member may be removed from the Committee upon a three-fifths (3/5) vote of the Committee Members or upon recall by the membership of the Party. A committee member is deemed recalled from office, and his office immediately declared vacant, upon presentation to the Executive Committee of a written Petition of Recall signed by two-thirds of all the Party members in good standing who were credentialed at the immediate previous State Convention; and such recalled committee member shall be ineligible for re-election to any position provided for within these bylaws for a period of two years following such recall by the Party members.

ARTICLE V: STANDING COMMITTEES
Section 1: The Standing Committees of the State Executive Committee shall be the Membership Committee, Finance Committee, and Candidate Committee. The State Chairman shall appoint each committee chairman, with the majority approval of the State Executive Committee. The committee chairman shall appoint such members of his committee as he deems proper, but in every case, the State Chairman shall be a member of the committee ex officio.
Section 2: The Membership Committee shall work to increase membership in the Party and develop district, county and precinct organizations.
Section 3: The Finance Committee shall manage the fundraising activities of the Party.
Section 4: The Candidate Committee shall encourage qualified and capable members of the Party to seek public office and shall perform such other duties as may be permitted by the State Chairman.

ARTICLE VI: OFFICERS
Section 1: State Chairman. The State Chairman shall be elected by majority vote of the delegates of the State Convention of the Party. The State Chairman shall be the chief executive officer of the Party and shall have general supervision over the affairs and activities of the Party. The State Chairman shall perform such other activities as are required by law and as usually pertain to the office of Chairman, including the coordination with other State and National party leaders.
Section 2: State Vice-Chairman. The State Vice-Chairman shall be elected by majority vote of the delegates of the State Convention of the Party and shall perform the duties of the State Chairman in his absence at meetings of the State Convention and State Executive Committee. The State Vice-Chairman shall perform such other duties as are required by law or as may be prescribed by the State Executive Committee and as are incident to this office.
Section 3: State Treasurer. The State Treasurer shall be elected by a majority vote of the delegates of the State Convention. The State Treasurer shall be responsible for the custody of the Party funds and preparation of financial records required by law or otherwise.
Section 4: State Secretary. The State Secretary shall be elected by a majority vote of the delegates of the State Convention. The State Secretary shall be responsible for recording the minutes of all State Executive Committee meetings and State Conventions. The State Secretary shall be responsible for the enrollment of Party members and the maintenance of Party membership lists, and shall upon demand produce such list to any member of the State Executive Committee. The State Executive Committee shall be empowered to appoint a temporary secretary to perform the duties of the State Secretary in his absence or upon his disability.

ARTICLE VII: NATIONAL CONVENTION DELEGATES AND NATIONAL COMMITTEE MEMBERS
Section 1: The Party shall elect by majority vote of the State Convention national convention delegates representing each of Mississippi's U. S. Congressional Districts and two (2) at-large national convention delegates. The State Chairman shall be an automatic at-large national convention delegate and serve as the head of the Mississippi delegation attending the National Convention. The Mississippi delegation will consist of the number of U. S. Congressional Districts plus three (3). The State Chairman of the Party shall register each national convention delegate by certified mail, return receipt requested, directed to the authority specified by the Executive Committee of the AFP.
Section 2: Should a national convention delegate resign, be removed, or otherwise become disqualified, he or she may only be replaced by an alternate national convention delegate who resides in the same U. S. Congressional District as the national convention delegate he or she is replacing, unless the replaced national convention delegate was an at-large national convention delegate. The State Executive Committee may elect by majority vote alternate national convention delegates. The State Chairman of the Party shall register replaced national convention delegates by certified mail, return receipt requested, directed to the authority specified by the Executive Committee of the AFP.
Section 3: The national convention delegates shall represent the Party at any called National Convention of the AFP until such time as they are replaced either by the State Convention, or otherwise, upon disability or resignation, by the State Executive Committee.
Section 4: National Committee Members. Three (3) National Committee Members shall be elected by majority vote of the delegates of the State Convention. The National Committee Members are elected at-large and are the Party's official representatives with the AFP National Committee. The Officers of the Party may also serve as National Committee Members. The State Chairman of the Party shall register National Committee Members by certified mail, return receipt requested, directed to the authority specified by the Executive Committee of the AFP.

ARTICLE VIII: STATE CONVENTION
Section 1: The State Convention shall be called to elect national convention delegates and alternates to the AFP National Convention; to elect Party officers, National Committee Members, and presidential electors; to nominate a candidate for President and Vice-President; to adopt or amend Party By-laws; and to conduct any other necessary business of the Party.
Section 2: The State Executive Committee shall give fifteen (15) days notice of the Convention by authorizing the State Chairman to issue a Call and to mail a copy of said Call at least fifteen (15) days prior to the Convention to each member of the State Executive Committee and to each Party member.
Section 3: Delegates to the State Convention shall be apportioned and selected in the manner provided by the laws of the State of Mississippi, and the officers of the State Executive Committee shall be the officers of the Convention.
Section 4: The State Secretary shall act as the Convention Credentials Chairman. The State Chairman may appoint a replacement Convention Credentials Chairman in the event of the resignation, absence, or incapacity of the State Secretary. The Convention Credentials Chairman shall be provided with and use the Party membership list for the credentialing of convention delegates.
Section 5: Any Party member may observe the State Convention. Any Party member wishing to participate as a delegate to such convention shall register his intention with the Credentials Chairman, and upon determination by the Chairman that he is a member of the Party, such member shall be credentialed as a delegate to the convention; provided, however, that no county shall be entitled to be represented by more than twenty-five percent (25%) of the total number of credentialed delegates at the state convention. No person shall be a delegate at the state convention who was not a member in good standing at the time of the issuance of the call to convention.
Section 6: In the event that any county shall be represented by a delegation in excess of twenty-five percent (25%) of the total credentialed delegates to the state convention, the Convention Credentials Chairman shall de-credential so many delegates as shall be required to bring the county delegation size within the lawful limit of twenty-five percent. Delegates shall be de-credentialed in the reverse order in which they registered as delegates with the Convention Credentials Chairman. If a delegate declines to serve or withdraws his name from consideration as a delegate, the Convention Credentials Chairman shall replace him with a qualified Party member from the same county, if such person is in attendance and willing to serve as a delegate.
Section 7: The Convention Credentials Chairman shall present his report listing the names and counties of all credentialed delegates to the State Convention. The delegates listed and credentialed by the Convention Credentials Chairman may entertain challenges to said credentialing report and, by a majority vote, may amend such report.
Section 8: No other business shall be transacted by the State Convention until such Credentials Report, as amended, be finally approved by majority vote. The adopted credentials report shall establish the duly credentialed delegates of the State Convention and the number thereof.
Section 9: A majority of the duly credentialed delegates shall constitute a quorum and a majority of a quorum shall have the power to transact any business unless herein otherwise provided.
Section 10: The State Convention shall elect presidential electors in the number required by state law; but in the case where the convention fails so to do, or when any vacancy shall arise in the Party's slate of electors, the State Executive Committee may elect such electors as are required to satisfy state law.

ARTICLE IX: COUNTY AND MUNICIPAL EXECUTIVE COMMITTEES
Section 1: County Executive Committees may be organized by members of the Party on a county by county basis to provide local structure and grass-roots input into the governance of the Party, and such County Executive Committees shall have the power to perform such duties as the Party and state law shall require.
Section 2: County Executive Committees shall be organized in a manner which is consistent with applicable state and federal law, and in accordance with these By-laws.
Section 3: Municipal Executive Committees shall be created and perpetuated as now described by the laws of the State of Mississippi. Any such Municipal Executive Committee shall notify the State Chairman of any change in its membership or officers. Any such Municipal Executive Committee shall exercise only the powers conferred upon it by state law, and by any rules or procedures adopted by the State Executive Committee.
Section 4: The State Executive Committee shall establish such rules and procedures as it deems necessary for the governance and control of the County and Municipal Executive Committees
Section 5: When any members of the Party residing within a particular county desire to form a County Executive Committee in a county lacking such a committee, they shall inform the State Chairman, who shall give his written consent to the formation of such County Executive Committee. Such county Party members shall convene a meeting for the purpose of founding said County Executive Committee, and shall elect a county chairman and such other officers and members as necessary to constitute such committee. No county executive Committee shall be created unless there are resident in said county at least five Party members as defined hereinabove.
Section 6: When such County Executive Committee shall be created, or whenever there is a change in officers or members of any County Executive Committee, the county chairman shall so advise the State Chairman of the names, addresses, and telephone numbers of the officers and members of such committee.
Section 7: Whenever any conflict shall appear in the organization, leadership, or membership of a County or Municipal Executive Committee, it shall be resolved where possible by said committee; but if any Party member shall be aggrieved with the decision of said committee, he may take his appeal to the State Executive Committee by filing a written notice to the State Chairman.
Section 8: The County and Municipal Executive Committees shall be subject to the jurisdiction and authority of the Party and its State Executive Committee. The State Executive Committee shall meet and resolve all disagreements placed before it by written notice.
Section 9: The State Executive Committee shall enact, as soon as is practicable, rules for the perpetuation of County Executive Committees through the convening of county conventions and their election of new County Executive Committee members and officers.

ARTICLE X: PROXIES
Section 1: No proxies shall be authorized by any committees or conventions of this Party, except that this shall not be construed to prohibit duly elected alternate delegates from acting and voting for delegates in national conventions.

ARTICLE XI: RULES AND REGULATIONS
Section 1: Robert's Rules of Order Newly Revised shall govern all proceedings of the State Executive Committee and the State Convention, so long as they are not inconsistent with any Rules, By-laws, or resolutions adopted by the body; provided that either body may adopt a set of other rules by a two-thirds (2/3) vote of the members of said body.
Section 2: The State Convention and State Executive Committee are authorized to adopt reasonable rules and regulations in order to facilitate the orderly conduct of their business so long as said rules do not conflict with these By-laws and/or state or federal statutes.

ARTICLE XII: SEVERABILITY CLAUSE
Section 1: If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of these By-laws, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of these By-laws, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of these By-laws so adjudged to be invalid or unconstitutional, or these By-laws shall be considered to be automatically amended to conform with the law.

ARTICLE XIII: ADOPTION AND AMENDMENTS
Section 1: These By-laws shall take effect immediately upon a two-thirds (2/3) vote of the State Convention. By-laws may be amended by a two-thirds (2/3) vote of the State Convention or a unanimous vote of the State Executive Committee.
Section 2: Notices of amendments will be given with the call to convention.

ARTICLE XIV: PUBLICATION OF BY-LAWS
Section 1: The State Executive Committee shall publish these By-laws as amended; provided that they shall be properly and sequentially renumbered prior to publication.