Coalition of

Freedom Bylaws

C o a l i t i o n o f F r e e d o m

Jim Flaugher

The rules by which the Coalition of Freedom was

organized under, and by which the Coalition of

Freedom operates.

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.