Terms of Service

ARTICLE I Name

The name of this Private Membership Association (PMA) shall be Soda Pharm Life Private Membership Association.

Named Missions:

Soda Farm- www.SodaFarm.com

Soda Farm- physical farm and member meeting space, 16671 Burns Road, Marysville, Ohio 43040

Proactive Health Club

Proactive Health Summit

Proactive Health Podcast

ARTICLE II
Object, Purpose, and Mission Statement

Soda Pharm Life shall operate as a Faith-Based Private Membership Association with the primary purpose of providing services to members of the Association, based upon a faith in Nature and Natures God with all protections afforded by the Universal Declaration of Human Rights (UDHR), the U.S. Constitution, The Constitutions of the United States, the Canadian Charter of Rights, and by law.

To maintain an environment for the Association to provide all manner of information, goods, services and activities, consistent with the beliefs and philosophies of the Association, which may be deemed beneficial to the Association and its members by the Association, as a private contractual matter and to conduct any manner of private contractual business within the private domain as seen fit by the Association.

To allow the Private Association and all Private Association members a platform in which to conduct all manner of private contractual business with the Association and with other Associations and Association members, keeping all business in the private domain and utilizing the protections guaranteed by the Constitution to conduct business in private.

The activities of the Association are reliant upon a faith in Nature and Nature's God and shall be consistent with that faith, as interpreted by the Association Trustees.

This Association is founded to reconnect people to creation; teaching that the body was designed perfectly to heal by properly using all of creation as food and medicine. The association shall teach (write, publish, in person), make and sell supplements and functional food products, grow functional food and remedies, produce online education, connect farmer members to members who want fresh food, counsel on personal health matters, educate children (homeschool and offer classes to local children), provide agritourism, members clubhouse and in-person shopping, and host field to table dinners.

Provide and share, all legal and lawful services, procedures, advice, counsel, and tips and any other information or services which may be deemed beneficial to Association members by the Association founders and freely share, discuss, and talk about, obtain, exchange, view, and/or use information and services by members of the Association while keeping all business within the private domain.

ARTICLE III Members

Section 1. Members.

1. Primary. Primary members are adult members who are accepted as members of the association by an authorized representative of the Association and the minor children of adult members of the association.
2. Business. Business Members are legal fictions and other business entities and DBA’s who are structured as a legal fiction for the purposes of business, exempting government entities or agencies, and whose primary membership intention is to do business with other members of this Association in the private domain.

Section 2. Eligibility.

1. Any adult, being of sound mind and not previously banned from membership or sanctioned by the Association is eligible for membership in this Association and shall become a member upon approval of membership application.
2. Children of members, not yet reaching the age of reason, shall be deemed as beneficial members of this Association with the consent of their member parent or guardian and the Association.

ARTICLE IV Finances

All financial transactions for the Private Membership Association shall be conducted in accordance with Soda Pharm Life Association Bylaws.

ARTICLE V Trustees

Section 1. Trustees

The initial founding Trustees of this Association shall be a Chairperson, being Dawn M. Combs, and co-founding trustees, Carson C. Combs and Sharon A. Garman. The Trustees shall serve pursuant to Soda Pharm Life Bylaws.

The aforesaid Trustees of this Private Membership Association shall assume their duties immediately upon establishment of this Private Membership Association and shall serve indefinitely.

Additional trustees shall be appointed by a majority vote of the existing trustees.

Upon the vacancy of a Trustee position, new Trustees shall be elected by the remaining Trustees or the Association Advisory Board and shall be chosen from within the Association members, unless these Articles are amended to allow otherwise, and shall serve a three (3) year term or until their successors are appointed.

Section 2. Vacancy in Office.

A vacancy in any office shall be filled by the remaining Trustees of the Association in accordance with Article V Section 1 of these Articles.

ARTICLE VI Meetings

Section 1.
A. In the event that the Chairman of the Private Membership Association should decide to establish an Advisory Board, this board will serve only in the capacity of an advisory board and meetings of this advisory board may be held at the discretion of the Chairman, a time and place determined by the Chairman and if deemed by the Chairman to be feasible may be held via telephone or internet conference.

ARTICLE VII Advisory Board

Section 1. Composition.
The Advisory Board shall be composed of the Association founding Trustees and of members as identified within
the minutes of the Advisory Board meeting.

1. All founding members of this Association identified within the minutes of the first meeting of the Advisory Board shall serve as members of the Advisory Board of indefinitely or until the member voluntarily resigns.
2. All successor members of the Association Board of Directors shall serve a term of three (3) years.

Section 2. Duties.

The Advisory Board shall serve in an advisory capacity and shall not hold the authority to make decisions on behalf of the Association.

ARTICLE VIII Committees and Tribunals

Section 1. Committees may be created and/or appointed at the discretion of the Association Chairperson.
Section 2. Ex-officio Membership. The Chairperson and Vice-Chairperson shall be ex-officio members of all committees.

Section 3. A Tribunal may be created by the Association and granted the authority to settle all dispute resolutions within the Association. The Association Chairperson shall retain all authority for member dispute resolution until a Tribunal has been established.

ARTICLE IX By-Laws

Section 1. By-laws shall be adopted by the Association for the purpose of carrying out the Association’s Declaration of Purpose. The Association Trustees collectively may promulgate and adopt bylaws that will have the same force and effect as the Articles of the Association provided that said by-laws are not contrary to the Articles of Association, without amendment to the said Articles of Association. By-laws may be repealed or amended by the Association Trustees collectively at any time.

ARTICLE X

Dissolution

In the event of the dissolution of the Association, the assets shall be liquidated and distributed to Association creditors if any lawful debt is owed or outstanding. In the event of dissolution absent any debt owed or outstanding, the Association Board of Trustees shall maintain sole discretion of the disposition of Association assets.

ARTICLE XI Parliamentary Authority

Parliamentary authority governing each meeting of the Association shall be determined by the Association Trustees.

ARTICLE XII Amendments

Section 1. Recognizing that as the Association grows there may be a need for amendment to these articles and to the Association bylaws, these Articles of Association and the bylaws may be amended by a majority vote of the Trustees.

Section 2. Any amendment to these Articles of Association and/or by-laws shall be affected by the Chairperson.

Section 3. Soda Pharm Life, provides a platform for all Association members to be capable of conducting business, in the private domain, with the Association as a private contractual business matter and strictly outside of commerce, keeping private business in the private domain.

Subsection A. As a lawfully formed, constitutionally protected (as well as protected under the Universal Declaration of Human Rights, and the Canadian Charter, as well as various State Constitutions), Private Membership Association (PMA) any and all matters of dispute between members and the Association or between members of the Association remain in the private and are not subject to regulation, decision, rule, or authority of any outside authority, agency, unit, or other governing entity.

Subsection B. In the event of dispute between the Association and a member, or between members of the PMA, Soda Pharm Life Chairperson, or the Association designated group or tribunal, retains all authority to settle disputes.

Subsection C. Dispute resolution decisions by Soda Pharm Life designated tribunal are final and binding upon all parties as a matter of contractual obligation and are not subject to appeal to any outside authority.

Subsection D. Any member of Soda Pharm Life who refuses to comply with the final dispute resolution settlement will be sanctioned as seen fit by the Chairperson of the tribunal including, fines, special assessments, restricting or limiting the ability to conduct private business with other members under the protections afforded to this PMA up to and including the termination of membership in this Association. Soda Pharm Life Chairperson retains the sole authority to seek any other remedy resolution deemed necessary, both within the private and public domain.

Section 4: The following Soda Pharm Life Membership Application shall be incorporated into these Articles and shall be applicable to all Association members. 

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Named Missions:

Soda Farm- www.sodafarm.com

Soda Farm- 16671 Burns Road, Marysville, Ohio 43040

By joining Soda Pharm Life, and/or any Social Media Group started by, created by, or organized by the Association, I agree to the terms and conditions of Soda Pharm Life Agreement as follows.

1. This Association of members declares that our objective is to allow the Private Association founders and all Association members with a platform in which to conduct all manner of private business with the Association and with other Associations and Association members, keeping all business in the private domain and utilizing the protections guaranteed by the Constitution to conduct business in private and to provide a platform for members to conduct business in the private domain under all protections acknowledged and guaranteed by the Constitution.
2. We believe that the Universal Declaration of Human Rights (UDHR), the Constitution of the United States of America, and the Charter of Rights of Canada guarantees our members the rights of free speech, petition, assembly, and the right to gather together for the lawful purpose of helping one another in asserting our rights protected by those Constitutions, Charter and Statutes, in addition to the rights to be free from unreasonable search and seizure, the right to not incriminate ourselves, and the right to freely exercise all other unalienable rights as granted by God and guaranteed by those Constitutions, Charter, and Statutes.

WE HEREBY Declare that we are exercising our right of “freedom of association” as guaranteed by the U.S. Constitution and equivalent provisions of the various State Constitutions, as well as the Charter of Rights of Canada. This means that our association activities are restricted to the private domain only.

3. We declare the basic right of all our members to decide for themselves which members could be expected to give wise counsel and advice concerning all matters, education and any other matter and to accept from those members any and all counsel, advice, tips, whom we feel are able to properly advise and assist us.
4. We expect the freedom to choose and perform for ourselves the types of education that we think best for achieving and maintaining proper education for members’ families consistent with our educational philosophies.
5. The mission of this Association is stated with the Articles of Association with the protections guaranteed within the aforesaid Constitution and Charter remaining fully intact.
6. The Association will recognize any person (irrespective of race, color, sexual orientation or religion) who have joined this Association or any social media group organized, created, or managed by the PMA and is in agreement with these principles and policies as a member of this Association, providing said person has not been sanctioned or banned by the Chairman/administrator and will provide a medium through which its individual members may associate for actuating and bringing to fruition the purposes heretofore declared.
7. Membership to this Association, "Soda Pharm Life ", and any of its groups may be terminated by An Association Trustee at any time should they conclude that a specific member is interacting with any other members in a way that is contrary, or detrimental to the focus and principles of this Association.
8. I understand that, since The Association is protected by the First and Fourteenth Amendments to the U.S. Constitution, it is outside the jurisdiction and authority of Federal and State Agencies and Authorities concerning all complaints or grievances against The Association members or other staff persons. All rights of complaints or grievances will be settled by an Association designee, committee, or tribunal and will be waived by the member for the benefit of The Association and its members. By agreeing to this membership form I agree that I have sought sufficient education to determine that this is the course of action I want to take for myself.
9. I agree to join Soda Pharm Life, a Faith-Based private association under common law, whose members seek to help each other achieve better health, education, and good quality of life.

My activities within The Association are a private contractual matter that I refuse to share with Local, State, or Federal investigative or enforcement agencies. I fully agree not to pursue any course of legal action against a fellow member of The Association, unless that member has exposed me to a clear and present danger of substantive evil, and upon the recommendation and approval of the Association.

10. I enter into this agreement of my own free will without any pressure or coercion. I affirm that, as an Association member I am joining in the capacity of a private member and not the capacity to represent any Local, State or Federal agency whose purpose is to regulate Association business or to carry out any mission of enforcement, entrapment, or investigation. I have read and understood this document, and my questions have been answered fully to my satisfaction. I understand that I can withdraw from this agreement and terminate my membership in this association at any time, and that my membership can and will be revoked if I engage in abusive, violent, menacing, destructive or harassing behavior towards any other member of The Association. These pages consist of the entire agreement for my membership in The Association.

I agree this contract began on the date of my joining "Soda Pharm Life" or any other Association designated within the Association bylaws. I declare that by joining this Association and/or the Associations social media groups. I have carefully read the whole of this document and I understand and agree with it.

I also agree that should I disagree with any part of this statement, I will immediately provide written notice of termination of my membership here.

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Bylaws
of Soda Pharm Life
A Faith-Based Private Membership Association.

Article I. Name and Purpose

Section 1.01: NAME. The NAME of this organization shall be Soda Pharm Life, hereafter referred to as the Association. It shall be a faith-based private membership association.

Named Missions:

Soda Farm- www.SodaFarm.com

Soda Farm- Physical Member Meeting Space, 16671 Burns Road, Marysville, Ohio 43040

Proactive Health Club

Proactive Health Summit

Proactive Podcast

Section 1.02: PURPOSE: Soda Pharm Life shall operate as a Private Membership Association with the primary purpose of providing services to members of the Association; To maintain an environment for the Association to provide all manner of information, goods, services and activities consistent with the Association philosophy, which may be deemed beneficial to the Association and its members by the Association, as a private contractual matter and to conduct any manner of private contractual business, as a private contractual matter, domain as seen fit by the Association.

To allow the Private Association a platform in which to conduct all manner of private contractual business with other Associations and Association members, keeping all business in the private domain and utilizing the protections guaranteed by the Constitution to conduct business in private.

The activities of the Association are reliant upon a faith in Nature and Natures God and shall be consist with that faith, as interpreted by the Association Trustees. The Bylaws shall govern the Association and its members and facilitate the fulfillment of the purposes provided in the Articles of Incorporation.

Article II. MEMBERSHIP.

SECTION 2.01: ELIGIBILITY FOR MEMBERSHIP. Any adult person who chooses to conduct private business with the Association, is eligible for Membership in the Association upon request and full payment of any required fees or dues, and completion of an Application for Membership form.

Section 2.02: HONORARY MEMBERSHIP. Any person may acquire Honorary membership in the Association at the discretion of the Association Trustees. Honorary Membership entitles the person to participation in Association activities or events for one year from the date of membership. Honorary Membership does not, however, include free property rental or credits.

Section 2.03: ANNUAL DUES. Annual dues may be implemented at the discretion of the Association Trustees. Full payment of the annual dues will entitle the member to full membership privileges for a term to be determined by the Association Trustees.

Section 2.04: VOTING RIGHTS. Association members shall not be extended or granted voting rights within the Association unless that member also holds a seat as Association Trustee.

Section 2.05: TERMINATION OF MEMBERSHIP. Membership in the Association is automatically terminated whenever the Member is in default of payment of the annual Association Dues. A member may also be removed by the Association Chairperson or an Association Trustee.

Section 2.06: RESIGNATION. Any Member may resign by filing a written resignation with the Trustees of the Association. Such resignation shall not relieve the resigning Member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

ARTICLE III. TRUSTEES.
Section 3.01: Trustees. The Association shall have the following Trustees:

1) Chairperson
2) Co-Trustees, and

3) Association shall retain all rights and authority to establish additional position of Trustee at the discretion of the Association Trustees, and

4) Association shall retain all rights and authority to appoint a Trustee At Large, and

5) The Association Trustees shall retain all rights of unlimited contract authority on behalf of the Association.

Section 3.02: APPOINTMENT OF TRUSTEES. The Trustees shall be appointed by a majority of the currently seated Trustees.

Section 3.03: TERM OF OFFICE. The Founding Trustees shall serve an indefinite term, until voluntarily resigning or appointing successor Trustee(s), with no limitations on future terms.

The term of office shall commence upon Adoption of the Association Bylaws by the founding Trustees.

Section 3.04: DUTIES. The duties of the Trustees are as follows:

1) The Chairperson shall be the principal executive officer of the Association and shall preside over all meetings, represent the Association on public occasions, and make such committee appointments from the membership as shall be deemed advisable for the effective conduct of the work and purpose of the Association.

2) The Co-Trustees shall assist the Chairperson as the Chairperson requests and represent the Association on appropriate occasions. The Co-Trustees shall also be responsible for duties as designated by the Chairperson in the absence or disability of the Chairperson, perform the duties and exercise the powers of the Chairperson of the Association, collect, safeguard, disburse and make periodic reports of all funds collected in the name of the Association, keep records and record the proceedings of all meetings, maintain adequate records of the Association activities, and conduct such official correspondence as shall be required.

5) The duties of the Co-Trustees shall not be limited as enumerated above, but they may discharge in addition such duties as are assigned by the Association Chairperson.

6) Unless so authorized, no Trustee, other than the Chairperson shall have any power or authority to bind the Association by any contract or engagement, to pledge its credit, or to render if liable pecuniarily for any purpose or in any amount.

Section 3.05: VACANCIES AND REMOVAL FROM OFFICE. Any Trustee may be removed by a majority vote of the Board of Trustees for cause (excluding the Trustee to be removed). Upon the death, removal, resignation, or incapacity of a Trustee of the Association, a majority of the Association Trustees shall elect a successor.

Section 3.06: MANAGEMENT. The Association shall be managed by the Trustees so appointed, with powers consistent with the Articles of Association and these Bylaws of the Association.

ARTICLE IV. MEETINGS OF TRUSTEES.

Section 4.01: PLACE OF MEETINGS. Meetings of the Trustees shall be held at the principal business office of the Association or at any other place the Chairperson or a majority of the Trustees may from time to time select.

Section 4.02: REGULAR MEETINGS. Unless otherwise determined by the Chairperson, Regular meetings of the Association shall be held at least semi-annually, at a time and place designated by the Chairperson.

Section 4.03: ANNUAL MEETING. An annual meeting of the Members may be held at the discretion of the Trustees of the Association.

Section 4.04: SPECIAL MEETINGS. Special meetings of the Trustees may be called by the Chairperson at their discretion.

Section 4.05: NOTICE OF MEETINGS. A written or printed notice of each meeting, stating the place, day, and hour of the meeting, shall be given by the Chairperson or designee of the Association, or by the person authorized to call the meeting, to each Trustee/Member as deemed appropriate by the Trustees. This notice shall be given at least seven (7) days before the date named for the meeting, except for Regular Monthly Meetings for which, once a firm date, time and place have been publicized to all the Trustees, no further notice shall be required. Notice may be delivered via U.S Postal service, personal delivery, or by email.

Section 4.06: QUORUM. The Trustees present at any properly announced meeting shall constitute a quorum at such meeting.

ARTICLE V. VOTING.

Section 5.01: VOTING. All issues shall be decided by a majority vote of Trustees present at the meetings.

Section 5.02: VOTING BY MAIL. Where Trustees are Trustees are authorized to vote, such as any changes in the Bylaws are to be voted on, or any other election is to be made whereby a count of the votes of all Trustees may be desired, such election may be conducted by mail, email, or by distribution ballot in such manner as the Trustees of the Association shall determine advisable.

ARTICLE VI. COMMITTEES.

Section 6.01: AUTHORIZATION TO ESTABLISH COMMITTEES. The Association may establish committees as deemed necessary to pursue its stated objectives. Members of Committees shall be appointed by the Chairperson.

ARTICLE VII. FINANCES.

Section 7.01: EXPENDITURES. Expenditures of funds amounting to over One Thousand Dollars ($1,000) in any month must be approved by majority vote of the Trustees unless otherwise determined by the Board of Trustees.

Both printing and online publishing of any Newsletter, Informational Notices and a membership Directory are exempted by this rule.

Section 7.02: FINANCIAL REPORTS. Annual Financial Reports shall be the responsibility of the Trustee designated by the Chairperson.

ARTICLE VII. AMENDMENTS.

Section 8.01: PROCEDURE. These Bylaws may be amended by a two-thirds majority vote of those present at any regular meeting of the Board of Trustees of the Association, provided seven days written notice of the proposed amendment and of the meeting is given.

ARTICLE IX. ACCEPTANCE OF BYLAWS

Section 9.01: VOTING. Acceptance of these Bylaws shall be by a two-thirds majority vote of those present at any regular meeting of the Trustees of the Association, provided written copies of the Bylaws and written notice of the meeting is given to all Trustees at least seven days prior to the meeting.

ARTICLE X. NON-COMPLIANCE WITH BYLAWS.

Section 10.01: NON-COMPLIANCE PENALTIES. Noncompliance with the Bylaws of the Association may result in written warnings, fines, and up to termination of membership for the offender as determined by any authorized “Dispute Resolution Committee” or “Tribunal” appointed and authorized by the Association Trustees, upon a two-thirds majority vote by the membership of the Association Trustees. Under no circumstance will non-compliance with any section of these Bylaws constitute the forfeiture of the rights of the Association to exist or the rights of the Association to enforce the Bylaws of the Association.

ARTICLE XI. VENUE AND JURISDICTION

Section 11.01: VENUE AND JURISDICTION. Excepting matters involving chain of title on all land titles, all business and affairs of the Association remains exclusively within the jurisdiction of the Bylaws of the Association as defined, interpreted, and adjudicated by the designated committees and Tribunals of Association as a private contractual matter. Venue and jurisdiction are solely within Committees and Tribunals of the Association, and all hearings, proceedings, and trials must be recorded in the records of the Committees/Tribunal of the Association. All other courts of any jurisdiction foreign to the Committees/Tribunals of the Association lack personal or subject matter jurisdiction to hear or decide any matter of the Association.

ARTICLE XII. AUTHORITY AND CAPACITY

Section 12.01: AUTHORITY AND CAPACITY. Authority for establishing the Association derives exclusively from the absolute, inherent, unalienable right of the Undersigned Trustees, and of each individual Member of the unincorporated Association. No Member of the Association may under any circumstances, nor for any reason, abrogate the terms of said binding, absolute, inviolable Contract. Neither do any

other parties, beings, entities, governments, corporations sole, corporations aggregate, nor any legal persons of any kind whatsoever, possess ethical and lawful authority for interfering in the relationship between the Association and any Member of Association that is signified by this Declaration, in accord with the prohibition against impairing the obligation of contracts.

This is to certify that the foregoing is a true and correct copy of the Bylaws of the Association named in the title thereto and these Bylaws were duly adopted by the Board of Trustees of said Association this ____1__ day of ______April________, 2022___.

____________Dawn Combs__________________________ Chairperson _________Carson Combs_____________________________ Trustee ____________Sharon Garman__________________________ Trustee