RULES PERTAINING TO THE DELEGATE SELECTION PROCESS TO THE 2008 REPUBLICAN NATIONAL CONVENTION As approved and adopted by the Rhode Island

Republican State Central Committee

ARTICLE I GENERAL

Rule 1.01 - Delegates and Alternates to the National Convention of the Republican Party from the State of Rhode Island shall be selected and certified by the Secretary of State in accordance with the provisions of Chapter 12.1 of Title 17 of the Rhode Island General Laws as amended; the Rules of the Republican Party adopted by the previous Republican National Convention; and these rules. Rule 1.02 - The purpose and intent of these Rules are to open participation in the Delegate selection process to members of the Rhode Island Republican Party and qualified Republican voters in the State of Rhode Island. These Rules are to be construed in such manner as to achieve that purpose and intent.

ARTICLE II NUMBER OF DELEGATES AND ALTERNATES

Rule 2.01 - The Republican National Committee (RNC) will determine the number of Delegates and Alternates to the National Convention allocated to the State of Rhode Island. All such Delegates and Alternates, except for the National Committee members from R.I., shall be chosen by the voters in the Presidential Primary. Rule 2.02 - Such number of elected Delegates and Alternates shall be divided equally among the Congressional Districts. In the event of an odd number of elected Delegates and Alternates, the odd Delegate and Alternate shall be allocated to the Congressional District having the larger number of registered voters at the previous general election.

ARTICLE III MANNER OF SELECTION OF DELEGATES AND ALTERNATES

Rule 3.01 - Delegates and Alternates, in each Congressional District, shall be elected by the voters in the Republican Presidential Primary pursuant to these Rules and the general laws of the State of Rhode Island. Rule 3.02 - Each Presidential including the designation Uncommitted, pursuant to RIGL Title 17 Section 12, who attains at least 15 percent of the vote statewide shall qualify for delegates and alternates. Rule 3.03 - Each Presidential candidate including the designation Uncommitted who qualifies for Delegates and Alternates under Rule 3.02 shall receive a proportional share of the Delegates and Alternates in each Congressional District based upon his or her percentage of the vote in that Congressional District. It shall be the responsibility of the Nominating Committee of the Rhode Island Republican State Central Committee to resolve any questions as to the number of Delegates qualified for any specific Presidential candidate. Page 1/2

Rule 3.04 – The Delegates from qualifying Presidential candidates or running as Uncommitted shall be those persons who obtain the largest number of votes up to the number of Delegates won by the Presidential candidate or running as Uncommitted pursuant to Rule 3.03. The next highest vote-getters among such Delegate candidates, up to the number of Delegates won by the Presidential candidate or running as Uncommitted, will be Alternates.

ARTICLE IV COMMITMENT OF DELEGATES AND ALTERNATES

Rule 4.01 - Each Presidential candidate shall name a Screening Committee, of up to 5 members for each Congressional District. This Committee may interview candidates for Delegate, who wish to appear on the ballot under that Presidential candidate. This committee will either endorse or not endorse candidates. Any Delegate candidate who is not endorsed by a Presidential candidate's Screening Committee or is running as Uncommitted shall be classified as “Uncommitted” on the ballot. The Nominating Committee of the Rhode Island Republican State Central Committee may prescribe a written form for Delegate candidates to affirm his or her commitment to a particular Presidential candidate. Rule 4.02 - All Delegates and Alternates elected under a Presidential candidate shall be required to vote for such Presidential candidate at the National Convention at every opportunity until such Delegate or Alternate is released. Pledged Delegates may only be released as follows:

a.) By act of the Presidential candidate to whom such Delegate is committed; Or

b.) By affirmation vote of no less than 75 percent of all the elected Delegates from Rhode Island committed to such candidate, to withdraw such commitment.

ARTIVLE V VACANCIES

Rule 5.01 - Vacancies for elected Delegates for a particular Presidential candidate shall be filled by the Alternate for that Presidential candidate who received the most votes in the Primary in that Congressional District but was not elected as a delegate. Vacancies for elected Alternates for a particular Presidential candidate shall be filled by the Delegate candidate for that Presidential candidate, who received the most votes in the Primary in that Congressional District, and was not elected in the Primary, as an Alternate. If there are still vacancies, after the list of all Delegate candidates in the Primary has been exhausted, then the Screening Committee for the Presidential candidate shall select the person to fill the vacancy. Page 2/2

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RULES OF THE RHODE ISLAND REPUBLICAN STATE CENTRAL

COMMITTEE

Effective January 1, 2001

Page No. Index

4 PREAMBLE

4-6 ARTICLE I MEMBERSHIP

Rule 1 The Republican State Central

Committee Committee

1.1 ttee Selection of the City and Town

ttee ttee ttee Members

1.2 ttee Selection of Members-at-Large

1.3 ttee Duration of Membership

1.4 ttee Credentials Disputes

1.5 ttee Vacancies

1.6 ttee Honorary Members

1.7 ttee Expulsion from Membership

6-8 ARTICLE II OFFICERS

Rule 2.1 Duties of Officers

2.2 Elections

2.3 Vacancies

8-13 ARTICLE III COMMITTEES

Rule 3.1 Executive Committee

3.2 Standing Committees

3.3 State Chairman’s Caucus

13-14 ARTICLE IV MEETINGS

Rule 4.1 Quorum

4.2 State Committee Meetings

4.3 Executive Committee Meetings

4.4 Notice of Meeting

4.5 Rules of Order

14-16 ARTICLE V CONVENTIONS AND CAUCUSES

Rule 5.1 Selections of Delegates to and

Call of State Convention

5.2 Selection of Delegates to and Call

of Congressional District

2

Convention

5.3 Preliminary Organization

5.4 Permanent Organization

5.5 Delegate Vacancy

5.6 Delegate Credentials

5.7 Caucus Representation

5.8 Chairman Appointed by Executive

Committee

5.9 No Statute for Primary Meetings

5.10 Nomination By City or Town

Committees

5.11 Selection of Delegates to State

Convention and Congressional

District Conventions

5.12 Delegates to National Convention

5.13 Selection of National Committeeman

and National Committeewoman

5.14 Selection of Presidential Electors

16-17 ARTICLE VI WARD, CITY, TOWN AND DISTRICT

COMMITTEES

Rule 6.1 Elections and Administration of

Ward Committees

6.2 Composition and Administration of

City and Town Committees

6.3 Composition of District Committees

6.4 City, Town and District Committee

Rules

6.5 Call of Town, City and Ward

Committee Meetings

6.6 Voting by City, Town or Ward

Committee

6.7 Removal of City, Town or Ward

Chairman

6.8 Inactive City or Town Committee

18 ARTICLE VII VACANCIES AND OTHER CONTINGENCIES

Rule 7.1 Party Nominations, etc.

7.2 Nominee Vacancies

7.3 Conflict Between Local and State

Committee

18 ARTICLE VIII EFFECTIVE DATE AND AMENDMENTS TO

THE RULES

Rule 8.1 Effective Date

Rule 8.2 Amendments

3

18 ARTICLE IX CONFLICT OF INTEREST

19-22 ARTICLE X INDEMNIFICATION

Rule 10.1 Agreement of State Central

Committee

10.2 Persons Entitled to Benefits

10.3 Indemnification

10.4 Scope of Indemnification

10.5 Advance Payment of Expenses

10.6 Exclusions

10.7 Notice to State Committee;

Insurance

10.8 Indemnification Procedures

10.9 Settlement

10.10 Severability

10.11 Successor and Assigns

10.12 Amendment

10.13 Definitions

22 ARTICLE XI VOTERS IN REPUBLICAN PARTY PRIMARIES

22-23 ARTICLE XII MISCELLANEOUS

Rule 12.1 Governing Law

12.2 Severability

12.3 References by Gender

4

THE RULES OF THE RHODE ISLAND REPUBLICAN PARTY

RULES

The governing body of the Republican Party in Rhode Island (the

"Party") shall be the Rhode Island Republican State Central Committee

(the “State Committee”). It shall establish the policies of the Party,

provide a central headquarters, raise money for Party purposes, promote

the election and appointment of Republicans and maintain liaison with

Republican leaders, organizations and officeholders. It shall provide

direction and leadership in the adoption of a Party platform and shall

ensure that membership in the Party is open to all who support

Republican goals as determined by the State Committee for the State of

Rhode Island and Providence Plantations (the "State").

ARTICLE I

MEMBERSHIP

Rule 1. The Republican State Committee. The Rhode Island Republican

State Committee shall be organized by party rule duly enacted and in

conformity with the General Laws of Rhode Island, 1956, as amended from

time to time (the "RIGL”) and particularly Section 1 of Chapter 12 of

Title 17 thereof and, to the extent possible without violating the

RIGL, also in conformity with the Rules of the Republican National

Committee (the “RNC”), and its membership shall be limited to duly

registered Republicans and shall be comprised of: (a) members selected

by each of the State's duly organized and existing Republican city and

town committees and in accordance with the provisions of Rule 1.1

hereof (the "City and Town Members"); (b) twenty-three (23) members-at-

large selected in accordance with Rule 1.2 hereof (the "Members-At-

Large"); (c) the Chairman, the First Vice Chairman, the Second Vice

Chairman, the Treasurer, the Assistant Treasurer, the Secretary and the

Corresponding Secretary, who shall become members by virtue of their

election to said offices; (d) the General Counsel and the Deputy

General Counsel who shall become members by virtue of their appointment

in accordance with the provisions of Rule 2.1(f) hereof (the "Co-

Counsel"); (e) the Parliamentarian who shall become a member by virtue

of his or her appointment in accordance with the provisions of Rule

2.1(f); (f) the Republican National Committeeman and National

Committeewoman who shall become members by virtue of their election in

accordance with the provisions of Rule 5.13 hereof; (g) the president

or chairman of the State affiliate or chapter of: (i) any other

National Republican Party auxiliary organization or; (ii) at the

discretion of the chair, any other Republican identified group or

organization authorized to include in its name the word “Republican”

pursuant to RIGL 17-23-7 with state chapters or affiliates in at least

twenty-five (25) states and a written platform or equivalent statement

of principles indicating a commitment to support the National

Republican Party and its ideals, which has been active in Rhode Island

for no less than three (3) years; and (h) the following ex-officio

members or their designees: (i)honorary members selected in accordance

with the provisions of Rule 1.6; (ii) all incumbent Republican State

general officers; (iii) all incumbent Republican United States Senators

5

and Representatives elected from Rhode Island; (iv) any Republican

Speaker of the House, the Republican House Leader, the Republican

Senate Leader, and up to eighteen (18) additional Republican members of

the General Assembly, provided that at such time as there are more than

eighteen (18) Republican members of the Rhode Island General Assembly

in addition to the Republican Speaker of the House, the Republican

House Leader and the Republican Senate Leader, then the combined House

and Senate Republican caucuses shall elect from such combined caucuses,

a total of up to eighteen (18) additional members, it being understood

that such Republican members of the Rhode Island General Assembly (in

addition to the Speaker of the House and the House and Senate Chamber

leader) shall serve on the State Committee for a term to expire when

the term of office for which each was elected shall expire (when each

may again be eligible for reelection to his or her respective office in

the General Assembly); (v) the elected Republican Mayor of any City or

Town in the State; (iv) the elected Republican Town Administrator of

any Town in the State; (vii) the duly elected Republican City or Town

Chairman from each city and town in the State; and (viii) and past

State Chairmen who shall serve from the date of termination or

resignation of their office as State Chairman until and including the

date of the next election of a State Chairman pursuant to the terms of

Rule 2.2. This Rule shall not preclude multiple past State Chairmen

from simultaneous membership on the State Committee.

1.1. Selection of City and Town Members and Alternates.

Following their biennial reorganization in January pursuant to Chapter

12 of Title 17 of the Rhode Island General Laws, but prior to the last

day of February of each odd numbered year, each respective Republican

city and town committee shall meet and elect two (2) members and two

(2) alternates to the State Committee, each alternate to be elected for

and to act only in the absence of the member for whom he or she is

elected as an alternate. Cities and towns whose registered voters

exceed a total of 14,000 (as certified by the State Board of Elections

prior to the general election held in November of the preceding even

numbered year) shall be entitled to elect an additional member and

alternate for every 7,000 registered voters or fraction thereof by

which the number of registered voters in that city or town exceeds

14,000. The Chairman of the State Committee shall advise the respective

city and town committee chairmen as soon as practicable in January of

each odd numbered year of the number of members and alternates that

said city or town committee may elect. In the event that a city or town

entitled to more than two members and two alternates is divided into

wards having political ward committees, no two members and no two

alternates may come from the same ward unless there is a member and an

alternate, respectively, already elected from each ward; and in any

such city or town which is entitled to elect a total number of members

and a total number of alternates which equals or exceeds the number of

wards therein, then each such ward committee shall nominate one member

and one alternate from its ward. In the event that any city or town is

entitled to elect a total number of members and a total number of

alternates which equals or exceeds by two times the number of wards

therein, then each such ward committee shall nominate two members and

two alternates from its ward. Such nominations of each ward committee

shall be binding upon the city or town committee of each community.

6

Alternate members shall be entitled to attend all meetings of the

State Committee, State Convention and Congressional District Convention

and, in the absence from the meeting of the member or delegate for whom

he or she is chosen as alternate, may speak on any question or motion,

make any motion and vote in said absent member’s or delegate’s place.

Alternates shall attend throughout the meeting or convention

irrespective of whether or not the member or delegate for whom the

alternate is elected is or is not in attendance, provided that the

alternate may not vote, except in the registered absence of the member

or delegate for whom he or she serves as alternate. In the event any

city or town committee fails to elect all of its members and

alternatives as aforesaid, a sufficient number of the members of that

City or Town Committee, nominated by the city or town chairman and

approved by the Nominating Committee to satisfy the permitted member or

delegate and alternate number from that city or town, shall act as the

duly authorized members or delegates and alternates to said meeting or

convention. Members and alternates so elected shall hold office for a

term of two years beginning on the last day of February of the year in

which they were elected, and thereafter until their successors are duly

elected and qualified.

1.2. Selection of Members-At-Large. The Chairman, following the

election of officers pursuant to Rule 2.2, but on or before April 20 of

every odd numbered year, shall name twenty-three (23) Members-At-Large

of the State Committee, who shall serve by and with the consent and

approval of the State Committee, such consent and approval to be

granted at their next scheduled meeting and prior to the election of

the Executive Committee pursuant to Rule 3.1. Said Members-At-Large

shall serve for a term of two years beginning on the date of the

ratification of their selection in each odd numbered year in which they

were selected and thereafter until their successors are duly selected

and qualified.

1.3. Duration of Membership. All members of the State Committee other

than those elected under Rule 1.1 and 1.2 and members of the General

Assembly elected in conformity with Rule 1 hereof shall remain members

so long as they hold the office which entitles them to membership.

1.4. Credentials Disputes. In the event that a dispute arises as to the

qualification of a person to become or to continue as a member by

virtue of holding an office other than an office of the State

Committee, or the office of National Committeeman or Committeewoman,

said dispute shall be resolved insofar as membership on the State

Committee is concerned by the Credentials Committee.

1.5. Vacancies. Should a vacancy exist for any reason it shall be

filled in the manner provided herein for original election or

selection, and any member thus elected shall complete the unexpired

term of his or her predecessor.

1.6. Honorary Members. Honorary members may be named at any time by the

Chairman if such member-to-be has reached the age of 70 and shall have

held Republican national, state or local elective office.

1.7. Expulsion from Membership. Any State Committee member who shall

fail to attend three meetings in a calendar year of the State Committee

7

without an excused absence authorized by the State Chairman, shall

cause his or her position to be deemed vacant and the vacancy shall be

filled in accordance with Section 1.5 by a person other than the

incumbent within 60 days following the date of the third meeting from

which such incumbent was absent.

ARTICLE II

OFFICERS

Rule 2. Designation of Officers. The officers of the State Committee

shall be the Chairman, the First Vice Chairman, the Second Vice

Chairman, the Secretary, the Corresponding Secretary, the Treasurer,

the Assistant Treasurer, the General Counsel, the Deputy General

Counsel, and the Parliamentarian, and their duties shall be as follows:

2.1. Duties of Officers.

(a) Chairman: The chairman of the State Committee (the "State Chairman"

or "Chairman") will preside at all meetings of the State Committee and

the Executive Committee; establish all ad hoc committees deemed

necessary by the Chairman to realize the goals and purposes of the

State Committee; serve ex-officio on all standing committees and

generally exercise powers conferred elsewhere by these rules and the

general powers exercised by chairmen in like organizations.

(b) Vice-Chairmen: There shall be two vice-chairmen. (i) First Vice

Chairman: the First Vice Chairman shall serve and preside in the

absence of the Chairman, and (ii) Second Vice Chairman: the Second Vice

Chairman shall serve and preside in the absence of the Chairman and the

First Vice Chairman.

(c) Secretary: The secretary shall maintain all records of the State

Committee, of its Executive Committee and of the Nominating Committee

and perform generally the duties performed by secretaries in like

organizations.

(d) Corresponding Secretary: The corresponding secretary shall draft

and maintain a record and files of all correspondence instructed to be

prepared by the State Committee, the Executive Committee and the acting

chairman. The Corresponding Secretary shall also serve in the absence

of the Secretary and in the absence of the Secretary shall exercise the

authorized duties and powers of the Secretary.

(e) Treasurer: The treasurer shall establish the procedures for signing

checks, subject to the approval of the Executive Committee and be

responsible for the collection and disbursement of all funds in the

name of the Party pursuant to the budget prepared by the Budget

Committee which was approved by the State Committee. The Treasurer

shall sign all orders for payment, shall automatically be a member of

the Finance Committee, and shall, by virtue of this office, serve as

Chairman of the Budget Committee. The Treasurer shall render a report

at each meeting of the Executive Committee and the State Committee.

Within one hundred eighty (180) days following the end of each fiscal

year, the treasurer will prepare and present to the State Chairman and

8

the State Committee, a complete financial report of that fiscal year.

Said report must be accompanied by an audit conducted by an independent

accountant.

(f) Assistant Treasurer: The Chairman shall appoint an Assistant

Treasurer, who shall also be a member of the Budget Committee, and

shall serve in the absence of the Treasurer and in the absence of the

Treasurer shall exercise all the duties and powers of the Treasurer.

(g) General Counsel and Deputy General Counsel: The Chairman may

appoint a General Counsel and a Deputy General Counsel. Said

appointments shall be made with the consent of the State Committee

members. The General Counsel, or, in his or her absence, the Deputy

General Counsel, and both shall be allowed to vote at meetings thereof.

The General Counsel may appoint with the approval of the State

Chairman, such additional temporary deputy counsel as either or both

may deem necessary, who shall serve at the pleasure of the Chairman.

(h) Parliamentarian: The Chairman shall appoint a Parliamentarian. Said

appointment shall be made with the consent of the State Committee

members. The Parliamentarian at the request of the presiding Chair

shall make prompt decisions regarding procedure, By-Laws, and Robert’s

Rules of Order at all meetings of the State Committee and Executive

Committee.

2.2. Elections. All officers other than the Corresponding Secretary,

the Assistant Treasurer, the General Counsel and the Deputy General

Counsel shall be elected by the State Committee biennially at a meeting

to be held between March 5 and March 20 of each odd numbered year. The

terms of office shall be two years, and thereafter until the successor

of such officer is duly elected and qualified.

2.3. Vacancies. Should an office become vacant for any reason, the

acting Chairman shall, within one month of such vacancy, call and

preside over a special meeting for the purpose of filling the vacancy.

In the event an officer is elected or appointed to fill a vacancy, he

or she shall serve the unexpired term of his or her predecessor.

ARTICLE III

COMMITTEES

Rule 3. Executive Committee, Standing Committees and Chairman's Caucus.

There shall be an Executive Committee, six (6) Standing Committees and

a Chairman's Caucus comprised of and having the following duties.

3.1. Executive Committee. There shall be an Executive Committee whose

membership shall consist of the officers of the State Committee, the

National Committeeman and the National Committeewoman, the president or

chairman of the State affiliate or chapter of: (i) any other National

Republican Party auxiliary organization or; (ii) at the discretion of

the chair, any other Republican identified group or organization

authorized to include in its name the word “Republican” pursuant to

RIGL 17-23-7 with state chapters or affiliates in at least twenty-five

9

(25) states and a written platform or equivalent statement of

principles indicating a commitment to support the National Republican

Party and its ideals, which has been active in Rhode Island for no less

than three (3) years; and, the Chairman of each of the Standing

Committees, all incumbent Republican United States Senators and

Congressmen elected from Rhode Island or his or her designee, all

elected Republican State General Officers or his or her designee, any

incumbent Republican Speaker of the House or his or her designee, the

incumbent Republican House Leader or his or her designee, the incumbent

Republican Senate Leader or his or her designee, the President and each

of the five (5) Vice Presidents of the Chairman's Caucus of Rhode

Island City and Town Republican Committees, the elected Republican

Mayor of any City or Town in the State and the elected Republican Town

Administrator of any Town in the State, past State Chairmen who shall

serve from the date of termination or resignation of their office as

State Chairman until and including the date of the next election of a

State Chairman pursuant to the terms of Rule 2.2, and twelve (12)

members, without alternates, who shall be elected as follows: Following

the selection of the Members-At-Large to the State Committee pursuant

to Section 1.2, but not later than May 30 of each odd numbered year,

twelve (12) members shall be elected upon nomination by the Chairman by

and from the general membership of the State Committee. Vacancies on

the Executive Committee shall be filled in the same manner as members

are elected or selected at a special meeting (See Rule 2.3).

3.1.1 It shall be the duty of the Executive Committee to recommend

party policy and strategy; to make a report of its activities at each

meeting of the State Committee; to assist the State Chairman in an

advisory capacity on any matter; and to carry out such other

instructions and duties as the State Committee shall from time to time

so designate.

3.1.2 Except in cases in which specific directions shall be given by

the State Committee, during the intervals between meetings of the State

Committee, the Executive Committee shall possess and exercise all the

powers of the State Committee except the power to suspend or remove

members or officers and the power to amend these rules.

3.2. Standing Committees. There shall be six standing committees with

defined areas of responsibility under the general names of: Candidate

Committee; Nominating Committee; Credentials Committee; Finance

Committee; Budget Committee; and Campaign, Training and Education

Committee. Each standing committee will be subject to the following

rules:

(a) All State Committee members shall indicate their preference for

committee assignments

on or before April 30 in each odd numbered year.

(b) Each standing committee shall have a chairman or co-chairmen to be

appointed by and who shall serve at the behest of the State Chairman

and a secretary to be selected by that committee.

(c) Each standing committee shall keep and maintain all records and

minutes of that committee. Each committee shall also make and direct

10

all requests for expenditures to the State Chairman by written

requisition. The State Chairman will conduct a review of and comment on

such requisitions and then pass them on to the Budget Committee. The

Budget Committee will submit its total recommended budget to the State

Committee for approval at its December meeting.

(d) The fiscal year shall run from January lst to December 31st.

(e) Chairmen of standing committees may determine the organization and

membership of any sub-committee of its members they feel is necessary

to administer the committee's duties and obligations with the approval

of the State Chairman.

(f) Each standing committee shall meet at least once in each calendar

year quarter and at the call of its chairman or of the State Chairman

and a written report of each such meeting shall be prepared by the

committee secretary and submitted to the State Chairman within thirty

(30) days of such meeting.

(g) The chairman of each standing committee appointed under Rule

3.2(b), shall be a member of the State Committee but, except as

otherwise required hereby, duly registered Republicans not members of

the State Committee may be appointed to membership in any Standing

Committee.

(h) Except as otherwise provided under these Rules, the chairman of

each standing committee, with the consent and approval of the State

Chairman, shall select the members of that committee, taking into

consideration lists showing individual member's preferences and Rule

3.2(a).

(i) The State Chairman, subject to the approval of the Executive

Committee, may appoint special or ad hoc Committees composed of such

members of the State Committee as he or she deems best, but the special

committees, as well as the standing committees, shall be subject to the

direction and control of the State Committee.

(j) The State Chairman may assign to the standing committees, duties in

addition to those covered, or specified, under any of these Rules.

(k) The structure and duties of each of the standing committees will be

as follows:

1. Candidate Committee

A. The Candidate Committee shall consist of no less than seven (7) and

no more than nineteen (19) members of which at least a majority must be

members other than members-at-large and/or ex-officio members.

11

B. The Candidate Committee shall assist in the organization of State

legislative district committees to identify and recruit qualified

candidates.

C. This committee shall assist in the recruitment of potential

candidates for state legislative offices, State General Offices and the

U.S. Congress, establish and maintain an active file on such persons

and coordinate State Committee, state legislative district committee

and city and town committee efforts on their behalf.

D. This committee shall coordinate and assist efforts of all endorsed

Republican Party candidates in satisfying all legal requirements and

qualifications for securing appropriate candidate status, including

without limitation, securing required number of signatures on

nomination papers.

2. Nominating Committee

A. The Nominating Committee shall consist of no less than eleven (11)

and no more than nineteen (19) members of which at least a majority

must be members other than members-at-large and/or ex-officio members.

The members shall be appointed by the State Chairman and the Nominating

and Credentials Committee Chairman with the approval of the Executive

Committee.

B. This Committee shall report to the Executive Committee and nominate

for endorsement by the State Committee, State Convention and other

State Caucuses, candidates for: State General Offices; U.S. Senator and

U.S. Congress; and shall nominate for election by the State Committee,

State Convention and other state caucuses candidates for National

Committeeman and National Committeewoman, officers of the State

Committee, and members of the Executive Committee to be elected by the

State Committee.

C. Nominees to be endorsed by or candidates to be elected by the State

Committee, State Convention, and other State Caucuses must be made

known to the Executive Committee at least ten (10) days prior to the

date on which the endorsement or election is to be held; likewise at

least seven (7) days prior to the endorsement or election date the

aforementioned persons must be made known to the voting members of the

entire State Committee, convention or caucus. Vacancies that occur

during a term of office shall be filled in like manner by not later

than the second next following meeting of the entire State Committee

after such vacancy occurs.

D. The Secretary of the State Committee shall be the Secretary of the

Nominating Committee and shall also be responsible for the provision of

voting materials and the appointment of tellers at all State Republican

endorsement and/or election meetings.

12

3. Credentials Committee

A. The Credentials Committee shall consist of no less than nine (9) and

no more than fifteen (15) members of which at least a majority must be

members other than members-at-large, exofficio members and Executive

Committee members.

B. No member of the Credentials Committee shall be involuntarily

replaced during a particular deliberation nor may any member be added

nor taken from the committee once a deliberation or hearing has begun.

C. This Committee shall decide contested delegations to any meeting or

convention of the State Committee or any other affiliated State

Republican organization.

D. This Committee shall review the applicable State laws and national

Republican Party Rules relating to selection of delegates for the

Republican National Convention every four (4) years and on or before

September 1 of the year prior to the year in which a national election

is to be held and report any inconsistencies or conflicts to the State

Chairman.

E. Upon request of the Credentials Committee Chairman, the General

Counsel or Deputy General Counsel shall be present at any Credentials

Committee meetings and hearings.

F. All nationally chartered or sponsored State affiliates or chapters

of state auxiliary and other State Republican organizations and all

city and town committees will file with the Credentials Committee a

copy of their constitution, rules and bylaws and any amendment thereof

and, on a quarterly basis, a report showing membership and officers and

a summary of their activities and functions.

G. This Committee or a Sub-Committee thereof, shall upon petition for

any review, amendment or revision of these Rules, serve as the By-laws

or Rules Committee for such purposes.

4. Finance Committee

A. The Finance Committee shall consist of no less than eleven (11) and

no more than nineteen (19) members provided that either the National

Committeeman or National Committeewoman, whichever the State Chairman

shall designate, will be a member of the Finance Committee.

B. The Finance Committee shall exercise general supervisory powers over

all fund raising activities.

C. This committee shall approve and schedule all state endorsed

fundraising activities for candidates and other state organizations. In

order to avoid scheduling conflicts this committee shall remain

available to coordinate the scheduling of state, city and town

committee fundraising affairs.

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D. This committee shall develop multi-fundraising activities, whose

objective will be to provide sufficient funds to balance the budget

approved by the State Committee.

E. This Committee will make recommendations to the Budget Committee for

allocation of State Committee campaign funds to candidates for State

offices and will receive and communicate requests for financial

assistance from local candidates.

F. The Finance Committee shall make recommendations as to the spending

of State Committee campaign funds by candidates. Expenditures by

candidates over and above State Committee allocations shall be the

responsibility of the respective candidate’s campaign committee.

G. The Finance Committee shall have the authority to employ such

professional staff as necessary to conduct its affairs, with the

consent of the Executive Committee.

5. Budget Committee

A. The Budget Committee will consist of eight (8) members. They shall

include the State Committee Treasurer (who shall be Chairman of the

Budget Committee by virtue of his Office), the Assistant Treasurer, the

National Committeeman or Committeewoman (whichever is not serving on

the Finance Committee) and 5 members appointed by the State Chairman.

At least three (3) of the appointed members must be members of the

State Committee representing cities or towns.

B. The Chairman of this committee shall be the Treasurer of the State

Committee.

C. The Budget Committee shall project and estimate revenue requirements

of the State Committee based upon proposed budgets received from the

State Chairman and all special and standing committees.

D. The Budget Committee shall submit its total recommended budget to

the State Committee for approval at its December meeting.

E. This committee shall continually review the status of the committees

and/or project allocations and recommend cutbacks or additional funds

when warranted.

F. The State Chairman, or any committee chairman, may bring to the

floor of State Committee meetings, any request that has not been acted

upon within 90 days of being submitted to the Budget Committee.

G. All funds received by the State Committee from the State of Rhode

Island as so-called check-off funds under Section 44-30-2(e) of the

RIGL shall be used only for Republican Party purposes and activities as

permitted by law, except that no such funds shall be contributed to any

candidate for public office for purposes of campaign expenditures.

6. Campaign, Training and Education Committee

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A. The campaign, training and education committee will consist of no

less than eleven (11) and no more than nineteen (19) members.

B. This committee shall assist city, town, and auxiliary organizations

in fulfilling their obligations to the State Committee as outlined in

these rules.

C. The committee shall assist the State Committee officers in preparing

overall detailed coordinated program within the State for Local, State

and National elections.

D. The committee will also develop, sponsor, and make available to

other Republican committees and organizations, appropriate training and

education programs on all aspects of campaigns and campaign management;

including, but not limited to media relations, fundraising, direct mail

campaign literature and volunteer support. This committee shall compile

legislative and voting records; perform statistical analysis, provide

background material for the State Chairman and State candidates, and

establish and maintain a clipping file relating to relevant issues of

interest to Party candidates.

E. This Committee will prepare position papers and speeches for the

State Chairman; establish a speakers bureau and help provide their

speeches; conduct surveys and polls; and shall have published and

distributed a regular Republican newsletter.

F. The chairman of the Campaign, Training and Education Committee shall

also be the chairman of any State platform committee that is formed.

6. Campaign, Training and Education Committee

A. The Issues and Platform Committee shall consist of no less than

eleven (11) but no more than nineteen (19) members

B. The Issues and Platform Committee will be responsible for creating a

platform on which legislative candidates and general officers can run

C. The Issues and Platform Committee will use issues to define for

voters what Republicans stand for and draw distinctions between

Republicans and other part(y)(ies)

D. The Issues and Platform Committee will develop talking points which

party leaders, candidates and members can use to inform voters and the

media.

3.3. State Chairman's Caucus.

(a) There shall be a standing State Chairman's caucus of city and town

chairmen which shall include all 39 city and town chairmen and the

State chairman.

(b) The Chairman's Caucus shall organize in February of each odd

numbered year.

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(c) The caucus shall elect a president and one vice president from each

county in the State. One vice president will serve as secretary and one

shall serve as treasurer to the Caucus. All six shall serve on the

Executive Committee.

(d) The purpose of the Chairman's Caucus will be to support and convey

local concerns to the State Committee and its officers and to assist

one another in solving local problems.

ARTICLE IV

MEETINGS

Rule 4. Rules for Committee Meetings. The Rules for conducting all

State Committee, Executive Committee, and Standing Committee Meetings

shall be as follows:

4.1. Quorum. A quorum of the State Committee shall consist of fifty-

five (55) members, including representation of not less than nine (9)

cities and towns, and a quorum of the Executive Committee shall consist

of 9 members.

4.2. State Committee Meetings. The State Chairman shall call and

conduct at least five (5) meetings of the State Committee in each

calendar year, such meetings to be held at intervals not exceeding one

hundred (100) days and on those dates scheduled by the Chairman at the

beginning of each calendar year. In the event that the State Chairman

fails to call such a regular meeting within any one hundred (100) day

period, a minimum of any twenty-five (25) members representing not less

than five (5) cities and towns may petition the Secretary, who on

receipt of such petition, shall issue a call for a meeting to be held

within ten days of receipt of such petition.

4.3. Executive Committee Meetings. The State Chairman shall hold at

least six (6) meetings of the Executive Committee in each calendar year

and at such other times that any five (5) members of the Executive

Committee may petition the Secretary who shall then issue a call for

such a meeting to be held within ten days of the receipt of such

petition.

4.4. Notice of Meeting. The Secretary shall notify all members of the

call of a regular or special meeting of the State Central Committee or

the Executive Committee at least one week in advance of the holding of

such meeting. Such notice shall be given by regular mail unless the

member expresses a preference in writing to the Secretary to receive

such notice via electronic mail. Members opting to receive notice via

electronic mail must provide the Secretary with an appropriate

electronic mail address. Members changing address to which notices are

sent must notify the Secretary of such a change.

4.5. Rules of Order. All meetings of the Executive Committee, State

Committee, and all other committees shall be conducted in accordance

with Roberts Rules of Order-Newly Revised. In the event said Rules

conflict with the Rules of the Rhode Island Republican State Committee,

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then these Rules shall take precedence over Roberts Rules of Order-

Newly Revised.

ARTICLE V

CONVENTIONS AND CAUCUSES

5.1. Selection of Delegates to and Call of State Convention. The

delegates selected pursuant to Rule 5.11 hereof and those persons

designated under Section 17-12-13 of the RIGL shall be the delegates to

the Republican State Convention held pursuant to and in conformity with

Section 17-12-13 of the RIGL. It shall be the duty of the State

Chairman to call the Republican State Convention in conformity with the

requirements of Chapter 12 of Title 17 of the RIGL. In the case of the

failure of the State Chairman to call a State Convention, the Executive

Committee of the State Committee is hereby authorized to call such

convention.

5.2. Selection of Delegates to and Call of Congressional District

Conventions. The delegates selected pursuant to Rule 5.11 hereof shall

be the delegates to each Congressional District Convention for the

Congressional District in which they reside. The members of the State

Committee from the several Congressional Districts shall constitute the

Congressional District Committees for their respective Districts. It

shall be the duty of the officer of the said Congressional District

Committees, who shall be from the Congressional District for which they

are to serve, to call the Congressional District Conventions for said

Districts. In the case of a failure of a Congressional District

Committee to call a Congressional District Convention, the Executive

Committee of the State Committee is hereby authorized to call such

convention.

5.3. Preliminary Organization. The Executive Committee of the State

Committee shall prepare a roll of delegates chosen from the several

cities and towns for all State and Congressional District Conventions

which shall constitute the preliminary organization of said

Conventions. The Executive Committee shall also name the temporary

chairmen and the temporary secretaries of each such Convention.

5.4. Permanent Organization. After a State or Congressional District

Convention has been called to order by the temporary chairman and

secretary thereof, as appointed by the Executive Committee, said

convention shall choose its permanent chairman and secretary from the

membership of the State Committee or make the temporary organization

its permanent convention by majority vote. Thus organized, the

convention shall refer the claims of any rival delegates to the

Credentials Committee for disposition.

5.5. Delegate Vacancy. Vacancies in any State or Congressional District

Committee may be filled prior to the Convention by an election by the

City or Town Committee in which the vacancy occurs. The election must

be held prior to the Convention and the Chairman of the State Committee

must be notified of the replacement's name at least 24 hours prior to

the start of the Convention. Any State or Congressional District

Convention may also fill its role of delegates with duly registered

Republicans from within the State if a vacancy is found to exist at the

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time of calling the roll of said convention, by nomination from the

floor, and a majority vote of delegates. The delegates so substituted

must be voters in the town or city which they are temporarily allowed

to represent.

5.6. Delegate Credentials. The presiding chairman and secretary of a

Caucus or Convention shall sign the credentials of delegates or

candidates for office elected or nominated by such Caucus or

Convention.

5.7. Caucus Representation. When two local Caucuses in any town or city

claim to represent the Republican Party, the Credentials Committee

shall determine which one to recognize. Said Credentials Committee may

be called together at any time to settle such cases, and the notice of

the meeting may be issued either by the chairman or Secretary of said

Committee. The length of time of said notice shall be left to the

discretion of the chairman or secretary.

5.8. Chairman Appointed By Executive Committee. The Executive Committee

of the State Committee shall have power, when in its opinion it is

necessary or when a Caucus or Convention has failed to elect by

majority vote its chairman or presiding officers, to appoint any member

of the State Committee to preside at a Caucus or Convention held for

the purpose of nominating any State officer, or member of Congress or

member of the General Assembly, or delegate to a State or Congressional

District Convention. It shall be the duty of such presiding officer so

appointed to conduct the Caucus or Convention throughout its proceeding

impartially and according to law.

5.9. No Statute for Primary Meetings. Primary meetings of the

Republican Party in towns and cities not otherwise provided for by

statute, for the election of delegates to conventions, and to nominate

candidates for the General Assembly, shall be called within such time

and after such notice as may be specified by the State Committee. Such

call shall be signed by the chairman of the Town or City Committee.

Should any Town or City Committee neglect or refuse to call a caucus in

accordance with the call heretofore issued by the State Committee, the

Executive Committee of said State Committee shall issue a call to the

Republican electors of such town or city to meet in caucus for the

transaction of such business as may be set forth in said call, and

shall designate the person who shall preside at such caucus.

5.10. Nomination by City or Town Committees. The State Committee, or

the Executive Committee, in issuing a call for caucuses or Conventions,

may leave it optional with town or city committees, in their

discretion, to make nominations directly in caucus, or by convention of

delegates, so far as such action is consistent with the laws of the

State.

5.11. Selection of Delegates to State Convention and Congressional

District Conventions. Delegates to State Convention and Congressional

District Conventions shall include (unless otherwise required by the

RIGL)each member of the State Committee, and the additional delegates

to be selected in conformity with Section 17-12-13 of the RIGL. Not

earlier than May and not later than October 14, 2002, and during that

18

same period of time in every even numbered year thereafter, the State

Chairman shall call the biennial Republican State Convention.

5.12. Delegates to National Convention. Delegates to the Republican

National Convention from the State shall be elected in conformity with

and pursuant to the terms of Section 17-12-14 and Chapter 12.1 of Title

17 of the RIGL, The Rules of the RNC and the Rules for delegate

selection adopted by the State Committee, provided that in the event of

any irreconcilable conflict between the law as set forth in Chapter

12.1 of Title 17 of the RIGL, The Rules of the RNC, and/or the Rules

for delegate selection adopted by the State Committee, Chapter 12 of

Title 17 of the RIGL shall control. These above referenced laws and

rules will be reviewed for consistency by the General Counsel and the

Credentials Committee every four (4) years and on or before April 1 of

the year prior to the year in which a national election is to be held.

5.13. Selection of National Committeeman and National Committeewoman. A

national committeeman and a national committeewoman shall be elected

once every four (4) years at and by the State Convention held during

the even numbered year in which a national election for President of

the United States is also to be held. Said State Convention shall then

instruct the delegates elected to the Republican National Convention as

to whose names shall be reported by such delegates at said Republican

National Convention as the duly elected Republican National

Committeeman and Republican National Committeewoman from Rhode Island.

5.14. Selection of Presidential Electors. In presidential election

years, the State Convention shall select the Party nominees for

Presidential Electors, all in conformity with Section 17-12-13 of the

RIGL.

ARTICLE VI

WARD, CITY, TOWN AND DISTRICT COMMITTEES

6.1. Election and Administration of Ward Committees. Ward committees

for each ward shall be selected and administered in accordance with the

provisions of Section 17-12-6 through Section 17-12-12.2 of the RIGL,

and shall be elected biennially, in every even numbered year, at the

primary election held to nominate party candidates, provided, however,

that the ward committee in the City of Providence shall be elected

quadrennially.

6.2. Composition and Administration of City and Town Committees. Town

and City committees shall be chosen and administered in accordance with

the provisions of Section 17-12-6 through Section 17-12-12.2 of the

RIGL and shall organize biennially, in the month of January in every

odd numbered year in accordance with Section 17-12-9 of the RIGL,

provided that the City Committee of the City of Providence shall

organize quadrennially.

6.3. Composition of District Committees. District Committees shall be

chosen and administered in conformity with Section 17-12-7 of the RIGL.

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6.4. City, Town and District Committee Rules. City, Town and District

Committees may, when occasion requires and in conformity with Section

17-12-10 of the RIGL, make such reasonable rules and regulations for

the calling, organizing, and conduct of Republican Caucuses in said

town or city as shall be necessary, provided that no such action shall

be taken contrary to the law of the State of Rhode Island regulating

the calling and holding of Caucuses, or be inconsistent with these

rules.

6.5. Call of Town, City and Ward Meetings. The Chairman of a city, town

or ward committee shall call a meeting of said city, or town or ward

committee upon a written request of a majority of the members of said

city, town or ward committee. If the Chairman of the city, town or ward

committee shall refuse, or neglect to call a meeting of said city, town

or ward committee within five days after being requested as above

provided, the majority of a city, town or ward committee may issue a

call by written notice for a special meeting signed by a majority of

such members, said notice specifying the time, place and purpose for

which meeting has been called.

6.6. Voting by City, Town or Ward Committee. The Chairman of any city,

town, or ward committee shall, upon request of any member present,

grant a roll call vote at any meeting on all questions which may come

before said meeting, and the Secretary of any city, town, or ward

committee shall cause to be recorded the vote of each member in a

journal to be kept by said Secretary. No rule shall be adopted by any

city, town or ward committee which will require a vote of more than a

majority of the members of said city, town or ward committee, to elect,

remove or replace the Chairman or any other officer of said committee.

6.7. Removal of City, Town or Ward Chairman. In the event that a

majority of the members of a city, town or ward committee deem it in

the best interest of the Party to remove or replace the city, town or

ward Chairman, a meeting may be called by a majority of the members of

said city, town or ward committee by written notice given to the

members of said city, town or ward committee specifying the time, place

and the subject matter of the meeting. At such meeting, the State

Chairman shall preside and the Party General Counsel or Deputy General

Counsel shall act as parliamentarian. A majority of a city, town or

ward committee shall be a majority of the members constituting the said

city, town or ward committee at the time the meeting is called.

6.8. Inactive City or Town Committee. In the event that any City or

Town Committee fails to organize in conformity with Rule 6.2 hereof,

the State Chairman shall designate an ad hoc committee of residents

from such city or town to organize such Town or City Committee in

conformity with Section 17-12-6 through 17-12-12.2 of the RIGL.

ARTICLE VII

VACANCIES AND OTHER CONTINGENCIES

7.1. Party Nominations, etc. The Executive Committee may file the Party

nominations, fill the vacancies and act in any of the contingencies and

situations referred to in Section 17-12-2, 17-12-4, and 17-12-5 RIGL,

20

and exercise any other power granted to the State Committee or its

Executive Committee by law. The Executive Committee may delegate all or

any part of the power above delegated to it, to a duly elected sub-

committee of said Executive Committee.

7.2. Nominee Vacancies. The Executive Committee shall have authority to

fill vacancies in the list of nominees of United States Senators,

Representatives in the United States Congress, Electors to chose a

President and Vice-President of the United States, State Officers, city

or town officers, district committees or other officers of the State

Committee and shall certify said changes as necessary to the proper

officials.

7.3. Conflict Between Local and State Committee. The State Committee,

in case of a conflict between a local committee and the State Committee

upon any Party matter, shall determine the Republican attitude on said

question, and such decision sha1l stand until reversed by a regularly

called meeting of the State Committee.

ARTICLE VIII

EFFECTIVE DATE AND AMENDMENTS TO THE RULES

8.1. Effective Date. These Rules shall take effect as of January 1,

2001. Thereafter, all amendments shall take effect upon passage, unless

otherwise designated in such amendments.

8.2. Amendments. No amendments to these rules shall be made until they

are submitted in writing to a meeting of the Executive Committee at

least fourteen (14) days prior to the next meeting of the State

Committee at which time such proposed amendment(s) will be presented to

the State Committee and continued to the next meeting of the State

Committee when they may be adopted by a two-thirds vote of the members

in attendance. Such amendments shall be incorporated in the notice of

the meeting following that at which they were proposed. Any amendments

or changes hereto shall also be filed with the Secretary of the

Republican National Committee within twenty-one (21) days after the

date of the amendment or change.

ARTICLE IX

CONFLICT OF INTEREST

If any member of the State Committee or officer of the State Committee

shall be interested either directly or indirectly, or shall be a

director, officer or employee of or have an ownership interest (other

than as the owner of less than one percent of the shares of a publicly-

held corporation) in any firm or corporation interested directly or

indirectly in any contract with the State Committee, such interest will

be disclosed to the State Committee and set forth in the minutes of the

State Committee, and the member of the State Committee or officer

having such interest therein will not participate on behalf of the

State Committee in the authorization of any such contract.

ARTICLE X

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INDEMNIFICATION

10.1. Agreement of State Committee. In order to induce the officers of

the State Committee to serve as such, the State Committee adopts this

by-law and agrees to provide the State Committee and officers of the

State Committee with the indemnification benefits contemplated hereby.

10.2. Persons Entitled to Benefits. This paragraph will apply, and the

benefits hereof will be available, to each of the officers of the State

Committee who serves the State Committee as such without the need for

other proof that the officer has accepted the provisions of this

Article.

10.3. Indemnification. Subject to the exclusions and limitations

hereinafter set forth, the State Committee will indemnify the

Indemnified Person (as defined below) against and hold the Indemnified

Person harmless from any Loss or Expenses.

10.4. Scope of Indemnification. The State Committee shall indemnify

every Officer made a party to or threatened with any action, suit or

other legal proceedings, whether civil, criminal, administrative or

investigatory, by reason of such person's being or having been an

Officer of the State Committee (the "Indemnified Person") against

judgments, penalties, fines, settlements and reasonable expenses

actually incurred if a determination shall first be made, by the State

Committee, in a manner consistent with law, that such person conducted

himself or herself in good faith, reasonably believed that his or her

conduct in his or her Officer capacity was in the best interests of the

State Committee, that his or her conduct in any other capacity was at

least not opposed to the best interests of the State Committee and, in

any criminal proceeding, that he or she had no reasonable cause to

believe that his or her conduct was unlawful. If the proceeding against

such Indemnified Person was by or in the right of the State Committee,

indemnification may be made only against reasonable expenses and shall

not be made in respect of any proceeding in which said Indemnified

Person shall have been adjudged liable to the State Committee. In no

event shall a person be indemnified in respect of any proceeding in

which he or she shall have been adjudged to be liable on the basis that

personal benefit was received by him or her. The State Committee,

through the State Committee, may advance costs to reimburse an

Indemnified Person, for reasonable expenses incurred, or to be incurred

before the final disposition of a proceeding based upon said person's

written affirmation that he r she conducted himself or herself in a

manner that would entitle him or her to indemnification hereunder and a

written undertaking by or on behalf of said Indemnified Person, on such

terms and with such security as may be required by the State Committee,

to repay such amount if it should be ultimately determined that his or

her conduct precludes indemnification hereunder. Nothing contained

herein shall limit the authority of the State Committee to indemnify a

person in accordance with the provisions of the law of the State of

Rhode Island.

10.5. Advance Payment of Expenses. The State Committee may pay the

Expense of the Indemnified Person in conformity with the terms of

Section 4 and at such time and from time to time as the Indemnified

Person may request in advance of the final disposition of any

22

Proceeding, except to the extent that the defense of a claim against

the Indemnified Person is undertaken pursuant to any directors' and

officers' liability insurance (or equivalent insurance known by another

term) maintained by the State Committee. The advance payment of

expenses will be subject to the Indemnified Person's agreement with the

State Committee, including any provision for adequate security as may

be required by the Executive Committee for such indemnification

(evidenced by the Indemnified Person's acceptance of any advance

payment or, if requested, a prior agreement in writing), to repay the

sums paid by it hereunder if it is hereafter determined that the

proceeding involved an Excluded Claim that the Indemnified Person was

not entitled to indemnity by reason of the provisions of 10.4.

10.6. Exclusions. The State Committee will not be liable to pay any

loss or expenses (an "Excluded Claim"): (a) With respect to a

proceeding in which a final nonappealable judgment or other

adjudication by a court of competent jurisdiction determines that the

Indemnified Person is liable to the State Committee (as distinguished

from being liable to a third party) for: (i) any breach of the

Indemnified Person's duty of loyalty to the State Committee or its

members; (ii) acts or omissions not in good faith or which involve

intentional misconduct or knowing violation of law; or (iii) any

transaction from which the Indemnified Person derived an improper

personal benefit; or (b) If a final, non-appealable judgment or other

adjudication by a court of competent jurisdiction determines that such

payment is unlawful.

10.7. Notice to State Committee; Insurance. Promptly after receipt by

the Indemnified Person of notice of the commencement of or the threat

of commencement of any proceeding, the Indemnified Person will, if

indemnification with respect thereto may be sought from the State

Committee under these Rules, notify the State Committee of the

commencement thereof. Failure to promptly notify the State Central

Committee will not adversely affect the Indemnified Person's right to

indemnification hereunder unless and only to the extent that the State

Committee is materially prejudiced in its ability to defend against the

proceeding by reason of such failure. If, at the time of the receipt

of such notice, the State Committee has any liability insurance in

effect covering such a claim, the Executive Committee will give prompt

notice of the commencement of such proceeding to the insurer in

accordance with the procedures set forth in the policy or policies in

favor of the Indemnified Person. The State Committee will thereafter

take all the necessary or desirable action to cause such insurer to

pay, on behalf of the Indemnified Person, all loss and expenses payable

as a result of such proceeding in accordance with the terms of such

policies.

10.8. Indemnification Procedures. (a) Payments on account of the State

Committee's indemnity against loss will be made by the treasurer of the

State Committee only upon a determination by the Executive Committee

that the indemnification of the Indemnified Person is proper in the

circumstances, complies with the criteria set forth in Section 10.4

hereof, and that such loss does not result from a claim which is an

Excluded Claim. The Executive Committee's determination as to

indemnification shall be:

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(i) By the Executive Committee by a majority vote of a quorum

consisting of members not at the time parties to the proceeding; or

(ii) If a quorum cannot be obtained for purposes of clause (i) of this

subparagraph (a), then by a majority vote of a committee of the

Executive Committee duly designated to act in the matter by a majority

vote of the full Executive Committee (in which designation members who

are parties to the proceeding may participate) consisting solely of

three or more members of the Executive Committee not at the time

parties to the proceeding; or

(iii) By independent legal counsel designated: (A) by the Executive

Committee in the manner described in clause (i) of this subparagraph

(a), or by a committee of the Executive Committee established in the

manner described in clause (ii) of this subparagraph (a), or (B) if the

requisite quorum of the full Executive Committee cannot be obtained

therefore and a committee cannot be so established, by a majority vote

of the full Executive Committee (in which determination members who are

parties to the proceeding may participate). If made, any such

determination permitted to be made by this subparagraph (a) will be

made within 60 days of the Indemnified Person's written request for

payment of a loss.

(b) Payment of an Indemnified Person's expenses in advance of the final

disposition of any proceeding will be by the treasurer of the State

Committee only after a determination is made by the State Committee

pursuant to Section 10(a) above that indemnification of the Indemnified

Person is proper in the circumstances and the proceedings did not

involve an excluded claim.

(c) The State Committee will have the power to purchase and maintain

insurance on behalf of any person entitled to indemnification hereunder

against liability asserted against him or her with respect to any act

or omission of such person, whether or not the State Committee would

have the power to indemnify such Indemnified Person against such

liability under the provisions of this paragraph. The State Committee

will be subrogated to the rights of such Indemnified Person to the

extent that the State Committee has made any payments to such

Indemnified Person in respect to any loss or expense as provided

herein.

10.9. Settlement. The State Committee will have no obligation to

indemnify the Indemnified Person under this paragraph for any amounts

paid in settlement of any proceeding affected without the Executive

Committee's prior written consent. The Executive Committee will not

unreasonably withhold or delay its consent to any proposed settlement.

The Indemnified Person may accept the settlement without the consent of

the Executive Committee, without prejudice to the Indemnified Person's

rights to indemnification in the event the State Committee does not

ultimately prevail on its position that the proceeding constitutes a

claim for which no indemnification is appropriate hereunder.

10.10. Severability. If any provision of this Rule is determined by a

court to require the State Committee to perform or to fail to perform

an act which is in violation of applicable law, this Rule shall be

limited or modified in its application to the minimum extent necessary

24

to avoid a violation of law, and, as so limited or modified, this Rule

shall be enforceable in accordance with its terms.

10.11. Successor and Assigns. The provisions of this Article will be

(a) binding upon all successors and assigns of the State Committee

(including any transferee of all or substantially all of its assets)

and (b) binding on and inure to the benefit of the heirs, executors,

administrators, and other personal representatives of the Indemnified

Person.

10.12. Amendment. No amendment or termination of this Article X will be

effective as to an Indemnified Person and, in any event, will not be

effective as to any covered act of the Indemnified Person occurring

prior to the amendment or termination.

10.13. Definitions. As used herein, the following terms will have the

following respective meanings: "Covered Act" means any act or omission

by the Indemnified Person in the Indemnified Person's official capacity

with the State Committee and while serving as such or while serving at

the request of the State Committee as an officer.

"Covered Act" means any act or omission by the Indemnified Person in

the Indemnified Person's official capacity with the State Committee and

while serving as such or while serving at the request of the State

Committee as an officer.

"Excluded Claim" has the meaning set forth in Rule 10.6, hereof.

"Expenses" means any reasonable expenses incurred by the Indemnified

Person in connection with the defense of any claim made against the

Indemnified Person for Covered Acts including, without being limited

to, legal, accounting or investigative fees and expenses (including the

expense of bonds necessary to pursue an appeal of an adverse judgment).

"Indemnified Person" means any officer of the State Committee who

serves the State Committee as an officer.

"Loss" means any amount which the Indemnified Person is legally

obligated to pay as a result of any claim made against the Indemnified

Person for Covered Acts including, without being limited to, judgments

for, and awards of, damages, amounts paid in settlement of any claim,

any fine or penalty or, with respect to an employee benefit plan, any

excise tax or penalty.

"Proceeding" means any threatened, pending or completed action, suit or

proceeding, whether civil, criminal, administrative or investigative.

ARTICLE XI

VOTERS IN REPUBLICAN PARTY PRIMARIES

Voters in any Republican Party Primary Election or primary election

intended to identify the endorsed Republican candidate shall be limited

to duly registered Republican affiliated voters and registered

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unaffiliated voters. Voters registered as being affiliated with any

political party other than the Republican Party as of the date of any

primary election or affiliated with any political party other than the

Republican Party within 90 days prior to such primary election shall be

ineligible to vote in any such Republican Primary Election.

ARTICLE XII

MISCELLANEOUS

12.1. Governing Law. These Rules shall be governed by and subject to

the laws of the State of Rhode Island.

12.2. Severability. If any provision of these Rules is contrary to,

prohibited by or deemed invalid under the applicable law or regulations

of any jurisdiction, such provision shall, as to such jurisdiction, be

inapplicable and deemed omitted to the extent so contrary, prohibited

or invalid, but the remainder hereof shall not be invalidated thereby

and shall be given full force and effect so far as possible, and any

such prohibition or invalidity in any jurisdiction shall not invalidate

or render unenforceable such provision in any other jurisdiction.

12.3. References by Gender. Each reference to any person or entity

appearing herein and any pronouns as used herein shall be construed in

the masculine, feminine, neuter, singular, or plural as the context may

require.

Amended March 20, 2003

Amended November, 2005

Amended September 19, 2007