State of Mississippi Omega Psi Phi Fraternity, Inc.

State of Mississippi Omega Psi Phi Fraternity, Inc. Incorporated, February 5, 1991 ARTICLE OF INCORPORATION BY LAWS Friendship Is Essential To The Soul Revised 9/17/05 1

ARTICLES OF INCORPORATION AND BY-LAWS OF STATE OF MISSISSIPPI OMEGA PSI PHI FRATERNITY, INCORPORATED ARTICLE I - NAME Section 1 - This organization shall be known as STATE OF MISSISSIPPI OMEGA PHI PSI FRATERNITY, INCORPORATED. ARTICLE II - PURPOSE Section 1 - The purpose of this organization shall be to promote the ideas of the Fraternity and to serve as a link between the District and the local Chapters: a) Keeping alive the interest of the Chapters. b) Providing a medium of expression for Chapters of the State of Mississippi. c) Considering problems peculiar to the State of Mississippi. d) Coordinating activities of all Chapters in the State of Mississippi. ARTICLE III - OFFICERS OF THE STATE Section 1 - Elected Officers: The elected officers of the State shall be: State Representative, First Vice State Representative; Second Vice State Representative; State Keeper of Records and Seal; State Keeper of Finance; State Director of Public Relations; State Chaplain and State Counselor. The State Representative appointment is contingent on approval by the District Representative in consultation with the District Council and/or upon recommendation of the State Organization. The State Marshal: The State Marshal shall be elected by the Chapter or Chapters entertaining the State Meeting from among its or their membership, provided that if said election is not held within ninety (90) days after the adjournment of the last State Meeting, the State Council shall elect a State Marshal. The State Marshall must be confirmed by the District Representative. Section 2 - Appointed Officers: Revised 9/17/05 2

The State keeper of Peace shall be appointed by the State Representative. soon after the opening of each State Meeting. His term of office shall expire at the close of the State Meeting at which he was appointed. At his discretion, the State Representative may recommend up to three (3) or more Regional Representatives to assist him, subject to confirmation by the District Representative. The State Representative shall appoint State Committee Chairmen. The state standing committees shall be the same as the Seventh District Standing Committees with no membership restrictions. a) The State Organization and each of it chapters shall establish and/or maintain the herein set forth Standing Committees: Achievement Week, Budget and Finance, Public Relations, Reclamation, Rules/ Recommendations/Bylaws, Social Action, Talent Hunt, Community & Civic Affairs, Scholarship, Voter Registration, Education & Mobilization, Food Bank, History & Archives, Afro American Life, Health Imitative, Membership, Life Membership, Undergraduate Relations, NAACP, Assault on Illiteracy, Evaluations, Economic Development, Time & Place, Ways & Means, Management & Audit, Credentials & Certification and State Website. Each retiring Committee Officer is charged with the duty to immediately turn over all committee documents to his successor. b) Standing Committees shall be composed of not less than five members. c) No brother, other than State Officers, who are ex officio members of any committee or commission, shall serve on more than one committee or commission. Section 3 - Duties of Standing Committees: The duties of the Standing Committees are as follows: ACHIEVEMENT WEEK - The Achievement Week Committee shall elect an Omega Man of the Year and a Citizen of the Year and shall prepare a high school achievement activity. THE BUDGET AND FINANCE COMMITTEE - In consultation with the State Keeper of Finance, the Budget and Finance Committee shall be responsible for constructing the proposed budgets for the State of Mississippi Omega Psi Phi Fraternity, Inc. PUBLIC RELATIONS - It shall be the duty of the Public Relation Committee to publicize the activities of the State Fraternities in all fields of human relations, and in furtherance thereof, the State Public Relations Committee shall work closely with the National Public Relation Committee and the State Social Action Committee for that purpose. Revised 9/17/05 3

RECLAMATION COMMITTEE - The Reclamation Committee shall be charged with reclaiming and retaining brothers and shall formulate programs for this purpose. THE SOCIAL ACTION COMMITTEE - The Social Action Committee, before entering upon its duties, shall prepare and submit to the State Council for approval a program embracing State issues. The State Council, before acting upon said program(s), shall submit to the Supreme Council said program(s) for approval. The Supreme Council, in acting upon said program, shall set forth the policy of the Fraternity with respect to said national/state issues for the guidance of the Committee. A proper budget shall be provided for the operation of the program. THE TALENT HUNT COMMITTEE - The Talent Hunt Committee shall organize and develop the Talent Hunt Demonstration on the State and Chapter level for execution and presentation at the State Meeting. UNDERGRADUATE RELATIONS COMMITTEE - It shall be the duty of the Undergraduate-Intermediate Committee to evaluate the programs and activities of Undergraduate and Intermediate Chapters. The Committee shall also work through and with the District Representative to insure the implementation of programs and procedures. Notwithstanding any other provisions set forth in this Article, each of the Standing Committees here enumerated shall include in its membership at least one Undergraduate or at least one member of Intermediate Chapter. Section 4 - Duties of the officers: The duties of the officers shall be in accordance with the Constitution and By-Laws of the State, District and International Officers of the Fraternity. State Representative - It shall be the duty of the State Representative: a) To order the disbursement of the funds of the State Fraternity as directed by the State Council and to sign checks whenever necessary. b) To exercise general supervisory powers over the work of the other State Officers to the end that he shall be able to direct and control the policy of his administration. c) To require quarterly a written report from each of the other State Officers, giving an account of his work for the preceding quarter and his plans and/or program for the ensuing quarter. A digest of these reports, with such comments as the State Representative deems expedient, shall be forwarded to the District Representative and each State Officer. Copies of the same through the State Representative shall be sent to each Chapter as a quarterly report. d) To require from Regional Representatives, at least semi-annually, reports of their work which shall include statements of the activities of each Chapter in their Region. Revised 9/17/05 4

e) To request such additional reports and information from the State Officers and Regional Representatives as he deems necessary to function effectively. f) To call, by and with consent of two-thirds of the active chapters of the Fraternity, an Extraordinary Session of the State Meeting when the urgency of circumstances demands such action. Should the circumstances demand it and the State Representative refuse to make the call; the State Council may be called into Extraordinary Session by three-fourths of the active chapters of the State Fraternity. g) To render a full report of his administration and make such recommendations on the opening day of the State Meeting as he shall deem necessary for the good of the State Fraternity. These recommendations shall be disposed of by the State Meeting before the election of officers for the succeeding year. h) To appoint a State Keeper of Peace soon after the opening of each State Meeting. His term of office shall expire at the close of the State Meeting at which he was appointed. First Vice State Representative: a) The First Vice State Representative shall perform such duties as are assigned to him by the State Representative and the State Council. b) He shall exercise coordinating supervision over the activities of all committees, shall see that these committees are functioning, and provide State Council with a periodic report of the progress and work being performed by several committees. c) He shall convene during each State Meeting at least one joint meeting of all committee chairmen for the purpose of coordination and clarification of the activities which each committee is pursuing. Second Vice State Representative: The Second Vice State Representative shall have general supervision over the Undergraduate Chapters and shall help direct their activities and shall from time to time make a report to the State Council on the condition and activities of said chapters. He shall also perform such other duties as are assigned to him by the State Representative and/or the State Council. State Keeper of Records and Seal: The duties of the State Keeper of Records and Seal shall be: a) To have charge of the Administrative Offices of the State Fraternity. Revised 9/17/05 5

b) To keep strict record of the proceedings of the State Meeting and to send a report of same to each State Officer, District Representative, and to all the chapters within ninety (90) days after the close of the State Meeting and to file a copy of the report with the official records of the State Fraternity. c) To give a report during the first Plenary Session of the State Meeting which explicitly states all matters referred by the preceding State Meeting to the State Council, or to any Standing or Term Committee. d) To keep an accurate history of the State Fraternity, covering the period of his term of office, and upon leaving office to file the document with the permanent records of the State Fraternity. The Keeper of Records and Seal of each chapter shall be required to forward to the State keeper of Records and Seal such data as the State Keeper of Records and Seal considers necessary to keep the history of the State Fraternity complete. e) To perform secretarial duties of the State Council at the direction of the State Representative. f) To act as ex-officio member of the Reclamation Committee and perform related duties in connection therewith, such as constant communication with detached members, etc. g) To have custody of all paraphernalia and property of the State Fraternity and render an annual statement to the State Meeting concerning the same. h) To sign orders from the State Representative to the State Keeper of Finance for the disbursement of funds of the State Fraternity, and keep record of the expenditures authorized by the State Fraternity; to act as an alternate signatory when necessary. i) To be bonded to the State Fraternity in a sum sufficient to cover the probable amount of funds of the State Fraternity which he will be called upon to handle. State Keeper of Finance: The duties of the State Keeper of Finance shall be to apply the comptroller concept in the financial operations of the State Fraternity, and: a) to be bonded to the State Fraternity in a sum sufficient to cover the probable amount of funds of the State Fraternity which he will be called upon to handle during his term of office; b) to disburse the funds of the State Fraternity on order from the State Representative counter-signed by the State Keeper of Records and Seal. 1. Should any order for the disbursement of funds appear to him to be unlawful he shall submit the question of the legality of such order for vote of the State Council, and he shall follow the course outlined by the majority vote of the State Council. Revised 9/17/05 6

2. He shall report all receipts and disbursements as separate items to each assembly of the State Meeting in as near uncomplicated form as good bookkeeping will allow or at such other times as the State Council may require. State Director of Public Relations: It shall be the duties of the State Director of Public Relations to exercise coordinating supervision over the activities of the State Public Relations Committees, shall see that this committee is functioning, and provide State Council with a periodic report of the progress and work being performed by the State Public Relations Committees. State Chaplain: It shall be the duty of the State Chaplain to conduct the religious services of the State Meeting. State Counselor: The State Counselor shall be an attorney dully licensed to practice law in the State of Mississippi and shall perform the following duties: a) Advise upon all legal matters involving the State Fraternity. b) Interpret the Constitution and Bylaws of the State Fraternity when requested by the State Meeting, the State Representative, the State Council, any member of the State Council, or any member of a Commission or Committee. c) Approve the legal content and sufficiency of all security bonds of persons handling State Fraternity funds. d) Upon showing of expediency ad with the approval of the State Council, the State Counselor may appoint an assistant, preferably an Omega Man, to handle a particular case or assignment where distance, time of travel and expense would be lessened thereby. e) The State Counselor shall represent the State Fraternity in all matters pertaining to loans and financing of chapter houses by the State Fraternity, and he shall be provided with a reasonable budget and allowed compensation for extraordinary service rendered when recommended by the State Council. State Marshal: The duties of the State Marshal: The State Marshal, in conjunction with the State Representative, State Keeper or Records and Seal, and the State Counselor, shall make all arrangements for the holding of a State Meeting, subject to the approval of the State Council. Prior to the close of a State Meeting, the State Marshal shall submit to the State Meeting a typewritten report of all transactions pertaining to the holding of the State Meeting. Revised 9/17/05 7

Said report shall contain among other things the amount of money collected by said State Marshal, the source of said collection, the amount of money disbursed, purpose of said disbursements, the amount of unpaid bills, the balance remaining, and the disposition made of said balance. ARTICLE IV - ELIGIBILITY, TERM, AND MODE OF ELECTION Section 1 - Eligibility for Office: To be eligible for office in the State, a member shall be in good standing with the Fraternity (National, District, State, and the chapter of which he is a member). Section 2 - Term of Office: All officers of the State except the Regional Representatives and the State Marshall shall be elected at each State Meeting. Other Elected and appointed officers shall not serve in the same office more than five (5) successive terms. Section 3 - Mode of Election: The election of the officers of the State shall be by blind ballot after direct nominations. The nominee receiving the majority ballot shall be declared elected. In case of multiple nominees, where no candidate receives a majority of the votes cast for the office, run-off election shall be held between the two (including ties) candidates having the highest number of votes. In case of a run-off, additional nominating speeches will be prohibited. Section 4 - Removal From Office: Any elected officer may be removed from office with cause by a Two-Thirds vote of a quorum present at the State Meeting. ARTICLE V - STATE DUES Section 1 - State dues, as is National and District dues, shall be on a per capital basis, and shall be paid to the State Keeper of Records and Seal. The amount of dues shall be fifteen (15) dollars graduate and ten (10) dollars undergraduate effective September12, 2005. That after January 31, a penalty of three (3) dollars shall be assessed. Section 2:- Delinquence - A delinquent fee of three dollars ($.00) shall be levied against each Brother who has not paid State Dues by December 31 st of the respective fiscal year.assesment of the delinquency fees will begin on January 1 st each fiscal year. ARTICLE VI - STATE COUNCIL Section 1 - Composition: The State Council shall be composed of the elected State Officers plus the State Marshal and the Immediate Past State Representative. Revised 9/17/05 8

Section 2 - Powers: The State Council shall be the supreme authority for State matters between State Meetings. It shall serve as an advisory board for the State Representative and act on matters referred to it by the State Meeting or any of the several Chapters. The Council does not have the authority to alter or change any action of the State meeting assembled. Section 3 - Meeting: The State Council shall meet in line with specification in the By- Laws or at the discretion of the State Representative. ARTICLE VII - COMPOSITION OF THE STATE MEETING Section 1 - Composition: The State Meeting shall be composed of the State Council, the Past State Representatives, the official Delegates from the respective Chapters, and the Chairman of State Standing Committees all of whom shall be voting members of the State Meeting. Section 2 - Regional Meetings shall be composed of the Regional Representative and the members of the Chapters in the region. Section 3 - Visiting Members: Other registered financial brothers of the State shall be admitted to the session of the State Meeting, to have voice in and serve on committees, but shall not be permitted to vote, nor shall such visiting members compose more than one-third of any committee. Section 4 - Official Delegates: Each Chapter will be allowed to send two (2) delegates to represent their Chapter at the State Meeting. A State registration fee shall be assessed (amount to be determined by the State Council prior to registration for the State meeting). Section 5 - Purpose: The State Meeting shall assemble at least once in each twelve (12) month period at such time and places as may be decided by the State Meeting for the purpose of: a) hearing and acting upon the reports of the activities of the State Council; b) hearing and acting upon the reports of the activities of the Chapters and recommendations of the accredited representatives; c) hearing and receiving other reports as may be presented. Section 6 - Power: The State Meeting shall have the power: a) to adopt amendments to the Chapter and By-Laws in accordance with Article IX; b) to pass Bylaws consistent with the Charter of Incorporation; Revised 9/17/05 9

c) to hear and act upon reports of the activities of the standing and ad hoc committees of the State; d) to hear and act upon issues raised by the Grand Conclave, Supreme Council, Seventh District Meeting, District and State Council and the representative Chapters; e) to elect officers of the ensuing term; f) to do such other things as may be necessary for the welfare of the Fraternity. Section 7 - Quorum: a) Official representation from one more than one-third of the financial Chapters in the State shall constitute a quorum and shall be requisite to convene the State Meeting. b) Members of the State Council, Chairman of the State Standing Committees, State Marshall, and Past State Representatives shall be entitled to one (1) vote each at the State Meeting, providing that none of the persons mentioned in this section shall be permitted to vote as a delegate of any Chapter in addition to his vote as such official. c) Each Chapter Delegate registered at the State Meeting shall be entitled to vote on all issues. Section 8 - Voting Results: Except as herein otherwise provided, a majority vote shall be decisive of the matter voted upon. ARTICLE VIII - ROBERT S RULES OF ORDER Robert s Rules of Order: The Robert s Rule of Order as revised shall settle procedural questions raised at the meetings of the State Council, State Meeting, Committee Meeting, and Regional Meeting of this Organization. Section 1 - Amendments: ARTICLE IX - AMENDMENT AND EFFECTIVE DATE a) The amendments to these Bylaws may be proposed by Chapters, Brothers, the State Meeting, State Council, or by the Constitution and Bylaws Committee of the State Meeting. b) Proposed changes of the Bylaws shall be submitted to the State Meeting by resolution in writing that states intent to amend these Bylaws. c) Proposed amendments to these Bylaws shall be submitted to the State Representative at least ninety (90) days before the State Meeting. Revised 9/17/05 10

d) The State Representative shall circularize the proposed amendments to all Chapters in existence at the time of such proposal at least sixty (60) days before the State Meeting. e) The adoption of a resolution submitted in this manner by a majority vote of the State Meeting shall thereby be an amendment to these Bylaws. f) Amendments to the Bylaws, having been prepared and codified by the State Keeper of Records and Seal, shall by him be mailed within ninety (90) days of the adjournment of the adopting State Meeting to each State financial chapter and the District Representative. Section 2 - Effective Date: These Bylaws shall become effective upon adoption at the State Meeting. Revised 9/17/05 11