Opticians Association of Ohio Bylaws
Article I – Name
The name of this association will be the Opticians Association of Ohio, Inc. also known as OAO, a non-profit 501(c)(6) professional association incorporated in the State of Ohio.
Article II – Principal Place of Business
Section 1: Location – The location of the principal office of the association shall be
determined by the Board of Trustees.
Section 2: Office – The Executive office of OAO shall be maintained at an address
determined by the Board of Trustees and may transact business at other places appointed by
the Executive Committee.
Section 3: Logo – The logo of the association shall be in such form and contain such words
as the Board of Trustees may determine.
Section 4: The Fiscal Year – The fiscal year of this association shall begin January 1st and
end on December 31st of each year.
Article III – Purposes and Objective
The purposes and objectives of OAO shall be the following:
- To provide educational programs, to maintain and elevate optical competencies and knowledge base for higher standards in performance of the membership in the conduct of their profession as licensed opticians.
- To promote the advancement of the science and art of Opticianry and encourage increasing the scope of practice of licensed opticians.
- To support licensed Opticianry through legislative and regulatory efforts.
- To promote membership awareness by providing networking among members and non-members for increased fellowship.
- To encourage public opinion regarding the value of opticians and accurate optical dispensing services and defend the right of each person to have the freedom of choice in obtaining these services.
Article IV – Membership
Section 1: The Membership shall be open to those who are in support of the purposes and objectives of the Corporation.
The membership shall be comprised of members as described in Article IV, Section 2 - 6.
Section 2: Members (1 year renewal) gold members (5 year renewal) shall be limited to those holding a valid State Opticianry license, certified by the American Board of Opticianry, or the National Contact Lens Examiners, who shall have full voting rights.
Section 3: Privileged membership shall be limited to those holding a valid State Opticianry license, certified by the American Board of Opticianry, or the National Contact Lens Examiners, be at least 65 years of age, have been a member in good standing for at least the immediate past five (5) years and work no more than 20 hours per week, who shall have full voting rights.
Section 4: Associate members will include apprentices, lab technicians, sales consultants and others as determined by the Board of Trustees, but will not have voting rights.
Section 5: Student members are non-licensed persons enrolled in a formal optical
educational program, but will not have voting rights.
Section 6: Affiliate members are corporations, companies, firms and other businesses as
determined by the Board of Trustees and shall have voting rights limited to one (1) vote
regardless of how many employees.
Section 7: Application for Membership shall be submitted, accompanied by the dues in
effect for the membership category, to OAO for processing.
Section 8: Membership terminates when dues remain unpaid after the due date, or when a
member no longer conforms to the membership requirements.
Article V – Officers
Election of Officers – The elected officers of the OAO shall be President, Vice President and Secretary–Treasurer. All officers must be a member in good standing for at least one year, be elected at the Annual Meeting and hold office until their successors be elected and qualified. The office of President can only be held by those individuals who have served as the, Vice President or Past President, or as determined by the Board of Trustees. The elected officers may serve up to two (2) consecutive one-year terms, or as so determined by the Board of Trustees.
Article VI – Board of Trustees
Section 1: In addition to the Executive Board, which includes the President, Vice President, Secretary-Treasurer, and Immediate Past President, the Board of Trustees shall also consist of five (5) At-Large members and up to a maximum of eleven (11) AT-Large members. One (1) AT-Large member may be an associate or affiliate member. All AT-Large members are elected by the membership.
Any person appointed or elected to an office of the Board of Trustees shall have been a member
for a minimum of the immediate past one year and remain a member for the duration of their
term on the Board of Trustees.
Section 2: At-Large Trustees – At-Large Trustees elections may be for up to two (2), two (2) year terms, or at the discretion of the Board of Trustees.
Section 3: Nominations – Nominations to the Board shall be made by the Nominating Committee.
Section 4: Vacancy – In case a vacancy occurs on the Board of Trustees or in an Officer’s position, the Board members may elect a person to fill such vacancy. This position shall be held until the next Annual Meeting or until a successor is chosen and qualified.
Section 5: Quorum – A quorum, for the transaction of business, shall consist of greater than 50% of the full voting membership of the Board of Trustees and voting rights shall neither be delegated to another nor exercised in proxy.
Article VII – Powers and Duties of the Officers and Board of Trustees
Section 1: President – The President shall preside over all meetings of the OAO and shall call regular meetings to order. The President may also call special meetings, as provided under article X, section 3. The President shall appoint such committees, and committee chairs, as may be deemed necessary or advisable to carry on the activities of the Association, as provided under Article IX, and shall be a member ex-officio of all committees.
Section 2: Vice President – The Vice President, in the absence or incapacitation of the President, shall perform the duties of the President.
Section 3: Secretary-Treasurer – The Secretary–Treasurer shall review all transactions and make a report available at the annual meeting and at such other times as the President may direct. In the absence of the President and Vice President, the Secretary –Treasurer shall preside.
Section 4: Power of the Board of Trustees – The Board of Trustees shall have the power to hold meetings and to establish and collect fees for services rendered. Such authority shall include, but is not limited to, fees for admissions to meetings, seminars and other activities sponsored by OAO and for special services rendered to other interested parties.
Payment of meeting registration fees shall not, however, be required for attendance at the annual business meeting of the OAO. The Board of Trustees shall have full power to transact all business and shall have general charge of the affairs of the corporation.
The President, Vice President and/or Executive Director shall provide a general report of the past year’s activities and make available the minutes of the previous annual meeting, at each annual meeting.
Section 5: Removal of Trustee – A Trustee that is consistently negligent regarding communication, as requested by the President, and/or Executive Director, and/or has three (3) unexcused absences from the Board of Trustees meetings within a 12 – month – period may be removed from the Board by a two-thirds (2/3) vote of the Trustees present at a board meeting. Any one or more of the Trustees may be removed for cause after due hearing by vote
of two-thirds (2/3) of the members present or any special meeting the members called for that purpose.
Article VIII – Executive Director
Section 1: Employment – There may be an Executive Director whose employment contract and term of office shall be approved by the Board of Trustees
Section 2: Job Description and Responsibilities – Any so hired Executive Director shall manage, supervise and direct the operations of OAO with the authority delegated by the Board of Trustees, and as per specific prepared job description. Executive Director shall be an exofficio member of the Board of Trustees and all standing committees, without voting rights; shall attend all meetings of the Board of Trustees, keep the minutes of the Board of Trustees
and membership meetings. The Executive Director is authorized to hire, supervise and discharge any so needed personnel.
Section 3: Records & Logo – The Executive Director , or in the absence of an Executive Director, the Secretary/Treasurer shall be the custodian of the Association records and logo, or as assigned by the Board of Trustees.
Section 4: Removal – Whenever, in its judgment, the best interest of the Association will be served and a quorum is present, the Executive Director may be removed by two-thirds (2/3) vote of the Board of Trustees present and voting at any official meeting called by the President of OAO. Any such removal shall be without prejudice to the contract rights, if any, of the Executive Director so removed.
Section 5: Annual Review – The Executive Committee of OAO may conduct a formal performance and salary review for this position annually in the first quarter of the calendar year.
Article IX – Committees
Section 1: Committee Service – Any person appointed to a committee of the Association shall also be required to be a member of the Opticians Association of Ohio during the term of their appointment. All committee chairs are requested to prepare and submit reports for each OAO Board meeting and solicit or write articles/columns for the quarterly OAO electronic newsletter.
Section 2: Executive Committee – There shall be an Executive Committee comprised of the President, the Immediate Past President, the Vice President, and the Secretary –Treasurer. This Committee may exercise the powers of the Board of Trustees when the Board is not in session but only when authorized to do so by the Board, and must report to the Board at its next meeting of all action taken. Meetings may be called by the President or two (2) of the committee members.
Section 3: Nominating Committee – The President shall appoint a Chair of the Nominating Committee of which shall be comprised of three (3) members, one (1) of which may be from the general membership. It shall be the duty of the Nominating Committee to select candidates for the offices of President, Vice President, Secretary–Treasurer and Trustees whom are to be elected at the next annual meeting in place of those whose terms will expire. The membership shall be solicited electronically for nominations. The consent of the nominee to serve must be
obtained before placing his or her name in nomination.
A list of the nominees shall be sent to the members of the Association by electronic mail at least thirty days (30) before the date of the annual meeting. A ballot should be prepared as directed by the Chair of the Nominating Committee.
Section 4: Finance Committee – The Finance Committee shall be comprised of the President, the Vice President, the Secretary–Treasurer. The Secretary – Treasurer shall serve as Chair. This committee shall prepare annual written budget recommendations for submission to the Board of Trustees. The Committee, or Executive Director shall, as needed, perform such other duties, including a review of the financial records that will be performed by an
independent accounting firm.
Section 5: Membership Committee – The President shall appoint a Chair of the Membership Committee of which shall provide input and recommendations to enhance membership growth and retention of the Association.
Section 6: Education Committee –The President shall appoint a Chair of the Education Committee of which shall provide input and recommendations in the creation, development, implementation, delivery and evaluation of Association continuing education initiatives.
Section 7: By Laws Committee – The President shall appoint a Chair of the By Laws Committee of which shall review the By Laws every 5 years, or as needed, as determined by the board of trustees.
Section 8: Partnership Committee – The President shall appoint a Chair of the Partnership Committee of which provide an effective process for identifying, recruiting, retaining and recognizing Partners. The Committee will work with staff to secure Partnerships to enhance the Association.
Section 9: Marketing Communications Committee – The President shall appoint a Chair of the Marketing Communications Committee of which shall provide input and direction for Association marketing and communications projects and programs. Committee members shall work with staff in tandem with other OAO committees to create seamless marketing communications efforts.
Section 10: The President may appoint the following Committees, or any other Committees as deemed needed by the Board of Directors.
- Legislative and Government Affairs Committee
- Student Committee
Article X – Meetings
Section 1: Annual Meeting – The Annual Meeting of the Opticians Association of Ohio shall be held at such time and place as the Board of Trustees may determine.
Section 2: Regular Board Meetings – Regular meetings may be face to face or teleconference and held at such times and places as may be designated by the Board of Trustees, as needed.
Section 3: Special Meetings – A special meeting may be called by the President and/or written request of at least three (3) or more Trustees. This meeting shall only address the reason for the special meeting. If business requires a vote, then there must be a quorum.
Article XI – Amendments
These By Laws may be altered, amended or repealed at any meeting of the Association by a vote of two-thirds (2/3) of the Members present and duly noticed to the entire membership at least thirty (30) days prior to the date of the meeting. Members may be notified electronically of amendments.
Article XII – Dissolution
The Association may be dissolved on thirty (30) days’ notice by a two-third (2/3) vote of them membership at any meeting called for considering such proposal. Such dissolution shall be effective ninety (90) days after such vote is taken; provided, all outstanding obligations of the Association have been paid. In the event of the dissolution of the Association; surplus funds and other assets will be distributed to the Opticians Association of America.
Article XIII – Rules of Order
Basic parliamentary procedure shall be used as a guide for meetings of the Association or its Committees, when not in conflict with its Constitution or By – Laws.
Article XIV - Conflict of Interest Policy
Section I: The OAO Will have a Conflict of Interest Policy
To assist in implementing this Policy, each proposed new Board member will be presented a
copy of the Conflict Disclosure Statement.
Article XV- Indemnification
To the full extent authorized under the laws of the State of Ohio, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the
foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2: Expenses - Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled
to be indemnified hereunder.
Section 3: Insurance - The corporation shall purchase and maintain liability insurance on behalf of any
person who is or was, director, officer, employee, or agent against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of such person’s status as such, whether or not the corporation would have
the power or obligation to indemnify such person against such liability under this