Coalition Of Freedom bylaws 05/23/12

Coalition of Freedom Bylaws Jim Flaugher The rules by which the Coalition of Freedom was organized under, and by which the Coalition of Freedom operates.

Coalition of Freedom

Table of Contents Article I ............................................................................................................................ 4 Section 1001.00 Preamble .......................................................................................... 4 1001.10 Mission Statement ...................................................................................... 4 1001.20 Vision Statement ........................................................................................ 4 1001.30 Focus Statement ........................................................................................ 5 Article II ........................................................................................................................... 6 Section 2001.00 Purpose ............................................................................................ 6 2001.10 Purpose of Rules ........................................................................................ 6 2001.20 Purpose of the Board of Directors .............................................................. 6 Article III .......................................................................................................................... 7 Section 3001.00 Organization ..................................................................................... 7 3001.10 Adoption ..................................................................................................... 7 3001.20 Election of Officers ..................................................................................... 7 3001.30 Committees ................................................................................................ 7 3001.40 Removal of Board Members....................................................................... 7 3001.50 Vacancies................................................................................................... 8 Article IV .......................................................................................................................... 9 Section 4001.00 Duties of Officers and Powers to Bind .............................................. 9 4001.10 Inspirational Leader ................................................................................... 9 4001.20 President’s Duties ...................................................................................... 9 4001.30 Vice President’s Duties .............................................................................. 9 4001.40 Secretary’s Duties ...................................................................................... 9 4001.50 Treasurer’s Duties .................................................................................... 10 4001.60 Financial Obligations ................................................................................ 10

Article V ......................................................................................................................... 11 Section 5001.00 Function of the Board of Directors .................................................. 11 5001.10 Meetings................................................................................................... 11 5001.20 Procedures ............................................................................................... 12 Section 5002.00 Composition of Board of Directors .................................................. 12 5002.10 Makeup of Board of Directors ................................................................... 12 5002.20 Selection of District Leaders ..................................................................... 13 5002.30 Makeup of County Committee .................................................................. 17 5002.40 Business ................................................................................................... 18 Article VI ........................................................................................................................ 19 Section 6001.00 Expenditures and Budgeting ........................................................... 19 6001.10 Power of Expenditure ............................................................................... 19 6001.20 Emergency Expenditures ......................................................................... 19 Article VII ....................................................................................................................... 20 Section 7001.00 Endorsements ................................................................................. 20 7001.10 Emergency Endorsements....................................................................... 20 Article VIII ...................................................................................................................... 21 Section 8001.00 Committees ..................................................................................... 21 8001.10 Special Committees ................................................................................. 21 8001.20 Audit Committee ....................................................................................... 21 Article IX ........................................................................................................................ 22 Section 9001.00 Amendments ................................................................................... 22 9001.10 Amendments ............................................................................................ 22 Article X ......................................................................................................................... 23 Section 10001.00 Electronic Meetings....................................................................... 23

10001.10 Procedures ............................................................................................. 23 10001.20 Electronic Synchronous Meeting rules ................................................... 23 10001.30 Electronic Asynchronous ........................................................................ 23 Article XI ........................................................................................................................ 24 Section 11001.00 Dissolution of the Organization ..................................................... 24 11001.10 Dissolution.............................................................................................. 24

Article I Section 1001.00 Preamble 1001.10 Mission Statement Our mission is to restore freedom and prosperity in America by promoting domestic energy independence through state sovereignty.

1001.20 Vision Statement The Coalition of Freedom formed in the footsteps of the Ronald Reagan legacy, believes that some divine inspiration and the lessons learned from the life of Ronald Regan will help us save our free nation. The Coalition of Freedom wants to be that driving force of limited government and rugged individualism.

Two quotes often repeated by Ronald Reagan bear remembering in our day: "All of this has happened before" and "Those who do not remember their history are condemned to repeat it." The events of 2012 are unfolding just as they did in 1980.

Just as in 1980 when we had an evil empire threatening the U.S., we have evil empires threatening us now. Just as in 1980 when we were dependent upon OPEC and we were at the mercy of many radical Islamic nations, we are back to being at the mercy of OPEC and those same radical Islamic nations. This time in 2012, we have no Ronald Reagan who will push common sense conservative American ideals. “We the People” have to be the Ronald Reagan for our time. We must fight for our liberty. “We the People” have the resources available to us to overcome OPEC and let the free market work.

These are the issues that crossed party lines then and they will cross party lines now! American Exceptionalism, Energy Independence, and Limited Government were

the hallmarks of the Reagan administration and we feel they continue to be worthy causes for the patriot movement of today. The federal government is standing in our way of making use of our own energy resources under the guise of environmental safety.

State Sovereignty allows us to accomplish all the hallmarks of the Reagan Administration: American Exceptionalism, Energy Independence, and Limited Government. State Sovereignty allows us to limit the Federal Government by “Just Saying No� to big government rules, regulations, and mandates, which prevents Ohioans and Ohio businesses from utilizing their vast energy resources and creating hundreds of thousands of jobs -- jobs that allow Ohioans to pursue their dreams and in so doing pursue American Exceptionalism.

1001.30 Focus Statement To raise funds to advocate, advertise, educate, promote, and inform the public on the importance of domestic energy independence and state sovereignty.

To work with all grassroots efforts and domestic energy concerns, groups, companies and associations who believe in the American dream.

Article II Section 2001.00 Purpose 2001.10 Purpose of Rules These Rules shall govern the organization and activities of the Coalition of Freedom Board of Directors (hereinafter "Board of Directors"),

2001.20 Purpose of the Board of Directors It shall be the purpose and duty of the Board of Directors to support domestic energy production and state sovereignty, to promote and educate the public about said issues, manage the affairs of the Coalition of Freedom, and to perform all duties required by these rules. They shall direct the general policy of the Coalition of Freedom and promote the best interests of the Coalition.

Article III Section 3001.00 Organization 3001.10 Adoption Before the election of officers, the Board of Directors must adopt these by-laws. This election shall take place as prescribed in Article III.

3001.20 Election of Officers Once these by-laws have been approved, election of officers shall take place.

Candidates shall be nominated by a Board of Directors member. Majority vote of those present will determine the winner.

3001.30 Committees The Board of Directors may elect such committees as it may deem appropriate. The president is an ex-officio member of any and all such committees and shall have voting power in such cases to break any tie of any committee.

3001.40 Removal of Board Members Board members shall attend all duly called meetings, and shall function on committees to which they are appointed, and shall actively participate in the affairs of the Coalition.

Failure to attend two board meetings in person or by electronic means without being excused will trigger a vote by the Board of Directors at the next meeting for the removal of the board member in question. All members absent due to military service or because of hospitalization or illness are automatically excused from all meetings they cannot attend. All military personnel may appoint a proxy to act in their place.

On the first Sunday in August a meeting will be held to determine if the membership has confidence in its board members. The Board of Directors, officers, and a representative from each member group shall be invited to the meeting. All board members and officers will be given an opportunity to speak on the floor of the meeting to impart why they believe the membership should have confidence in them. There will be a vote held by a secret ballot prepared by the Secretary for all members. There will be two persons appointed to count the vote, one from the Board of Directors, and one from the membership. If the membership has no confidence in any board member as determined by majority vote, that person will be removed at a meeting that shall occur no earlier than 10 days and no later than 14 days for an election of that office. The election for new board members may occur in the form of an electronic meeting .

3001.50 Vacancies In case of vacancies caused by death, resignation, failure to elect, compelled removal, or removal from their position, the Board of Directors shall fill the vacancy or vacancies by a three-quarters vote of those present at a duly called meeting for that purpose.

Nominations must be submitted to the president no later than 14 days in advance of the meeting. Coalition members shall be notified of the meeting 10 days in advance and may participate in the voting. Those submitting nominations and those being nominated must be a member of the Coalition. If more than one nomination is made for each vacancy, the nominee receiving a plurality of votes from those present will be determined to be the appointee.

Article IV Section 4001.00 Duties of Officers and Powers to Bind 4001.10 Inspirational Leader The Inspirational Leader shall administer a prayer before and after all meetings and advise the Board of Directors on religious, moral, ethical, and philosophical issues.

4001.20 President’s Duties The president shall maintain and direct the operation of the headquarters, if any, of the Coalition of Freedom. He or she shall also manage the affairs of the Board of Directors, direct and conduct activities at the behest of the Board of Directors, appoint a staff, call meetings with the approval of the Board of Directors, preside at meetings as noted by these by-laws, and perform all other duties prescribed by these rules or usually exercised by the president and not inconsistent with these rules.

4001.30 Vice President’s Duties The vice-president shall perform the duties of the president in case of the president’s removal, death, resignation, incapacity, and/or until a new president of such committee is elected. The vice-president shall further perform all duties delegated from the president. The vice-president may act as the proxy for the president.

4001.40 Secretary’s Duties The secretary shall keep minutes of all meetings and/or electronic audio transcription or electronic video recording as per the wishes of the Board of Directors and shall be the custodian of the permanent books, records, and electronic media of the Coalition, except the financial records. Additionally, the Secretary shall make all records in their

possession available to all board members within 48 hours upon written or electronic request. The Board Secretary shall also send reminders of regularly scheduled meetings of the Board of Directors 5 days in advance by either electronic mail or postal mail.

4001.50 Treasurer’s Duties The treasurer shall receive all funds belonging to the Coalition; keep proper books of account of all moneys received and paid out using a computer based system. Money in the custody of the treasurer shall only be paid out by check bearing the treasurer's signature, and countersigned by either the president or vice-president or authorized electronic payments by the same signatories via EFT or debit card. The treasurer shall render a proper accounting to the Board of Directors on a quarterly basis, or upon the written or electronic request of five Board of Directors members. The treasurer shall be fully accountable for their acts and deeds, and shall be bonded in an amount fixed by the Board of Directors, but in no case for less than $5,000. The Coalition shall pay the premium for this bond. The Treasurer shall make all reports available to the public upon request.

4001.60 Financial Obligations No officer or member of the Board of Directors shall have any power to bind the Board of Directors by any financial contract or financial obligation except as provided by these rules, or by resolution and/or motion properly adopted by the Board of Directors and properly recorded by the secretary in the minutes.

Article V Section 5001.00 Function of the Board of Directors 5001.10 Meetings Regular meetings of the Board of Directors shall be held quarterly and shall be scheduled 12 months in advance at the organizational meeting and 12 months thereafter on the last scheduled meeting of the Board of Directors. Only by majority vote may these meetings be changed.

Special electronic or special physical meetings shall be called by the president of the Board of Directors, and shall be called upon the written request of five members of the Board of Directors and one officer in agreement. Notice of any special meeting shall be sent by electronic mail or postal mail 10 days in advance of such meeting along with an attached agenda of what will be discussed and the goals of the meeting.

Nothing other than those agenda items may be voted upon.

Any board member, who is unable to participate in any committee or standing committee meeting in person, may fully participate in the proceedings of the committee via telephone conference call, video- conference, or other means of electronic remote participation if available at the meeting place. Any committee member participating from a remote location shall be counted as part of the committee quorum, shall be permitted to make or second Committee motions, and shall have his or her vote counted for all business of the committee or any standing committee conducted pursuant to these rules.

The meetings of the Board of Directors may be attended by Coalition members or those seeking to join the Coalition. The president may invite visitors to attend specific

meetings. The meeting of the Board of Directors shall be closed to the public. No guest has the right to be heard unless previously recognized in the agenda or motioned by a Board of Directors member and seconded by three other Board of Directors members, or as provided in these rules. All Board of Directors meetings shall be advertised on the Coalition of Freedom website.

5001.20 Procedures All matters required be shall be voted on openly in a manner determined by the Board of Directors. One member, seconded by three others, shall have the right to suspend all rules of procedure. The most recent edition of Robert’s Rules of Order shall govern all proceedings of the Committee not specifically covered by these rules. Only members of the Board of Directors shall have the right to vote as well as any other members described within these rules as having voting powers on the Board of Directors. Voting on all important questions, including, if necessary, the election of officers, shall be by secret ballot. A quorum shall be one-third of the total membership.

Once a quorum is established, the quorum remains in effect and is operative until the meeting is adjourned.

The President shall have the duty of determining the agenda and order of business for all meetings. The Board of Directors may alter, amend, and add to the president’s agenda by majority vote. Unless otherwise provided in these Rules, nothing shall prevent either Committee from considering any matter or topic that is lawfully and properly brought before the Committee for consideration.

Section 5002.00 Composition of Board of Directors 5002.10 Makeup of Board of Directors The Board of Directors shall be composed of all elected officers of the Coalition of Freedom as listed in these by-laws and elected district leaders. At least 12 months

after the formation of the Coalition of Freedom, and every year thereafter, on the last Friday in August, nine district leaders will elect officers to fulfill the officers positions required if the nine district leader positions are filled. No member of the Board of Directors shall hold more than one position on the committee.

1. Officers 2. North East District Leader 3. North Central District Leader 4. North West District Leader 5. East Central District Leader 6. Central Central District Leader 7. West Central District Leader 8. South East District Leader 9. South Central District Leader 10. South West District Leader

5002.20 Selection of District Leaders District leaders will be elected by the county leaders within their respective districts.

District elections will be held on the first Friday in November.

North West District 

Williams



Fulton



Defiance



Henry



Wood



Paulding



Putnam



Van Wert



Lucas



Hancock

North Central District 

Ottawa



Sandusky



Seneca



Wyandot



Crawford



Huron



Erie



Lorain



Richland



Ashland

North East District



Ashtabula



Lake



Geauga



Cuyahoga



Summit



Portage



Trumbull



Mahoning



Medina



Columbiana

West Central District 

Mercer



Darke



Miami



Shelby



Auglaize



Hardin



Logan



Champaign



Clark



Allen

Central Central District 

Marion



Morrow



Knox



Union



Delaware



Franklin



Madison



Licking



Fairfield

East Central District 

Stark



Wayne



Jefferson



Carroll



Tuscawaras



Harrison



Guernsey



Belmont



Holmes



Coschocton

South West District 

Preble



Butler



Hamilton



Clermont



Brown



Warren



Clinton



Greene



Montgomery

South Central District 

Pickaway



Fayette



Ross



Highland



Pike



Adams



Scioto



Viton



Jackson



Lawrence

South East District 

Monroe



Noble



Washington



Muskingum



Morgan



Athens



Meigs



Gallia



Perry



Hocking

5002.30 Makeup of County Committee Each County Committee will be composed of a board of duly elected leaders from each member organization within their respective counties. If a group spans more than one county their physical mailing address shall determine their home county. In absence of a mailing address the Board of Directors shall determine their home county.

In order for a group to be eligible for consideration they must have 20 certified members that are not members of any other organization within the Coalition of Freedom. Groups must provide a list of members upon request with names and addresses to verify membership. Each member group must demonstrate that their leaders were elected by the organization by presentation of official election results verified by the officers of said organization.

Each County Committee shall elect a county leader on the last Friday in May.

5002.40 Business Business may originate in two places. Business may originate within the Board of Directors or business may originate at the local group level.

Business that originates at the local group level must be considered by the respective County Committee if forwarded by the elected leader of that group. If considered and passed at the county level the business is forwarded to all the county leaders within their district for consideration. If a majority of county leaders within a district approve the business the business is forwarded to all district leaders for consideration. District leaders shall consider all business forwarded from a singled district with a certified ballot. If business is considered and approved by a majority of district leaders then the business shall be enacted. If the district leaders are in conflict with the Board of Directors decision then a 2/3 majority of the district leaders is needed to override a Board of Directors decision.

District leaders shall inform the Board of Directors of all business to be enacted 14 days prior to enactment.

All meetings of all groups with the Coalition Of Freedom, except those of local groups, will be subject to the same rules as that of the Board of Directors.

Article VI Section 6001.00 Expenditures and Budgeting 6001.10 Power of Expenditure Except as otherwise provided in this article, the Board of Directors shall have the sole power to authorize the expenditure of any funds from any financial accounts maintained in the name of the Coalition of Freedom and maintained by the treasurer.

6001.20 Emergency Expenditures The Board of Directors president, acting on the concurrence of any two of the vice president, secretary, spiritual advisor, or treasurer may authorize expenditures for any reasonable and necessary purpose; provided that the expenses do not exceed five hundred dollars ($500.00) in the calendar year. Any expenses so authorized shall be disclosed to the Board of Directors by electronic, postal mail, or telephone.

Article VII Section 7001.00 Endorsements 7001.10 Emergency Endorsements The Coalition cannot endorse any political candidates or public office holders.

However, if a public servant or one seeking public office wishes to endorse the Coalition’s efforts, they shall contact the president of the Board of Directors and request placement on the endorsement page of the Coalition’s website.

Article VIII Section 8001.00 Committees 8001.10 Special Committees The Board of Directors may, from time to time, establish special committees. All committees shall be appointed by the Board of Directors. All committees shall serve at the pleasure of the Board of Directors.

8001.20 Audit Committee The Audit Committee shall examine the accounts of the treasurer for which purpose it shall have the authority to employ a certified public accountant, and shall make a quarterly report to the Board of Directors and the public.

Article IX Section 9001.00 Amendments 9001.10 Amendments These rules shall be amended by a two-thirds majority at any regular meeting of the Board of Directors. Proposed amendments may be introduced by: 1) The Board of Directors president submitting the proposed amendment for consideration at the next Board of Directors meeting, by causing the Board of Directors Secretary to transmit the meeting announcement by sealed letter or by electronic mail with a statement that an amendment to these rules is proposed and a description of and the wording of the proposed amendment; 2) Any five members of the Board of Directors submitting the proposed amendment for consideration at the next Board of Directors meeting by causing the Board of Directors secretary to transmit the meeting announcement by sealed letter or by electronic mail with a statement that an amendment to these rules is proposed and a description of and the wording of the proposed amendment.

3) Any member of the Board of Directors may move to amend these rules at any regular meeting of the Board of Directors. Such motion shall include the purpose and the proposed wording of the amendment. Following proper second of such motion, the proposed amendment shall be placed on the agenda for the following meeting of the Board of Directors. The Board of Directors secretary shall provide notice of the proposed amendment by transmitting the meeting announcement by sealed letter with a statement that an amendment to these rules is proposed and a description of and the wording of the proposed amendment. All such meeting announcements shall be mailed at least ten days prior to the date of the meeting.

Article X Section 10001.00 Electronic Meetings 10001.10 Procedures The Board of Directors, and special committees are authorized to meet by telephone conference, internet discussion board, instant messaging, chat room, email, or through other electronic communications media so long that as all members may in a synchronous meeting hear each other or in an asynchronous meeting where all members may participate during the meeting. Any five Board of Directors members acting in agreement with one officer can call an electronic meeting of their respective committees with three days’ notice to all committee members by telephone or email or postal mail.

10001.20 Electronic Synchronous Meeting rules Robert’s Rules of Order will be used. A suspension of the rules can be brought a committee member and seconded by three others. All votes will be taken by roll call vote and no votes may be taken by secret ballot in synchronous meetings.

10001.30 Electronic Asynchronous Asynchronous meetings shall follow ASHA (American Speech Language Hearing Association) meeting procedures.

Article XI Section 11001.00 Dissolution of the Organization 11001.10 Dissolution The Coalition of Freedom can be dissolved by a unanimous vote of a quorum of the Board of Directors. The remaining assets of the Coalition of Freedom will be donated to a recognized charitable organization.

Selection of such charitable organization will be by majority vote of the Board of Directors and shall be decided at the same meeting when dissolution was unanimously approved.

The Treasurer or, if unavailable, the President will in a timely manner, close all accounts, donate the final proceeds as determined above and file closing documents with the State and Federal Governments.