OAWByLaws

OPTICIANS ASSOCIATION OF WASHINGTON BY-LAWS

ARTICLE I. NAME

Section 1. The name of this organization shall be the Opticians Association of Washington, a non-profit professional association incorporated in the State of Washington .

ARTICLE II. PRINCIPAL PLACE OF BUSINESS

Section 1. The location of the principal office of the Association shall be determined by the Board of Directors.

ARTICLE III. PURPOSES

The purpose of this association shall be:

1. to foster a broader understanding and acceptance of professional optical dispensing as indispensable to the health, comfort and welfare of the public:

2. to provide the vision-care doctor and public with an efficient optical dispensing service:

3. to encourage, establish and maintain standards of competence, knowledge and performance through the provision of educational programs, training and uniform licensing of optical dispensers:

4. to cooperate with federal, state and local governments, their agencies and other public groups for the benefit of the public and for the legal recognition of optical dispensing:

5. to cooperate with health, scientific and educational organizations in matters of interest to the optical dispensing field:

6. to conduct and promote scientific, technical and business research:

7. to promote the advancement of the science and art of opticianry and better eye care to the public:

8. to foster the use of qualified ophthalmic dispensers in the dispensing of eyewear and other optical products to the public:

9. to promote and assist in the formation of local chapters:

10. to disseminate by all appropriate means accurate knowledge and information with respect to the optical dispensing field:

11. to advance the interest and general welfare of optical dispensing:

12. to promote and defend the right of every person to freedom of choice in obtaining optical dispensing services and ophthalmic goods:

13. to do any and all things that are lawful and appropriate in the furthering of these purposes.

ARTICLE IV. MEMBERSHIP

Section 1. Classes of membership and qualifications:

(a) Professional Membership - Professional Membership in the Association shall be open to any person who holds a valid license in the State of Washington as a dispensing optician.

(b) Associate Membership - Associate Membership shall be open to any unlicensed individual engaged in the ophthalmic profession in Washington State, any person who is a Washington State apprentice in ophthalmic dispensing and/or any student enrolled in a course of study of ophthalmic dispensing in an accredited school in Washington State.

(c) Affiliate Membership - Affiliate Membership shall be open to those persons, businesses or organizations wishing to acknowledge financial support of this Association.

(d) Honorary Membership - Honorary Membership may be awarded by the Board of Directors to individuals for meritorious and distinguished service to the optical profession or to the Association.

Section 2. Voting

(a) Professional Members - Each professional member shall have one vote in the affairs of the Association.

(b) Associate Members - Associate members shall have a half vote in the affairs of the Association.

(d) Honorary Members - Honorary members shall have one vote in the affairs of the Association.

(e) Any decision of the Association, Board of Directors or a Committee of the Association shall be by a majority vote, of those members present and in person, unless otherwise provided for in these Bylaws.

Section 3. Admission to Membership

(a) Any individual, organization or corporation eligible for membership under these Bylaws, may become a member upon written application for membership.

(b) An applicant shall upon the payment of prescribed dues and fees and agreement to abide by the Bylaws of the Association, become a member of the Association.

Section 4. Suspension of Membership

(a) Non-payment of dues terminates membership.

(b) All rights, privileges and interest of a member in the Association shall cease on the termination of membership.

ARTICLE V DUES

Section 1: Dues Schedule - The annual dues schedule for each-Classification of Membership shall be determined by the Board of Directors.

Section 2: Dues Payment - All dues shall be payable on the first day of January each year. The first annual dues of a new member shall be payable and submitted in full with the Application for Membership on January first. New members will be provided the opportunity to pay half price if their application for membership is received after June. This membership shall be effective for the remainder of that year and full membership will be due and payable the following January.

Section 3: Removal for non-payment - Members who fail to pay their prescribed dues and other obligations within sixty (60) days from the time the dues or obligations become due, shall be notified they are delinquent. If the dues and other obligations are still unpaid within the next thirty (30) days the delinquent member shall be dropped from the rolls and, thereupon, forfeit all rights and privileges of membership. Upon payment of delinquent dues or obligations, the member may be reinstated at the discretion of the Board.

Section 4: Application Fees - The Board of Directors shall have the authority to establish an initial application fee for any classification of Membership.

ARTICLE VI MEMBERSHIP MEETINGS

Section 1: Annual - There may be an annual meeting of the Association, preferably during the month of April, unless otherwise ordered by the Board of Directors, for receiving annual reports, and the transaction of other business. Notice of such meeting shall be mailed to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting.

Section 2; Special - Special meetings of the Association may be called by the President or the Board of Directors, or shall be called by the President upon the written request of 10% of the professional members of the Association. Notice of any special meeting shall be mailed to each member at his/her last recorded address at least thirty (30) days in advance, with a statement of time and place and information as to the subject or subjects to be considered.

Section.3: Quorums - For meetings of the Association, fifteen percent (15%) of the voting membership in good standing shall constitute a quorum and in case there be less than this number, the presiding officer may adjourn the meeting from time-to-time until a quorum is-present. If no quorum is present, questions to be considered may be referred to the membership for action by mail ballot.

Section 4: Order of Business - The order of business at the annual meeting of the Association shall be as follows:

(a) Call to order

(b) Reading of minutes of previous meeting

(d) Reports of Committees

1. Standing

2. Special

(e) Unfinished Business

(f) New Business

(g) Adjournment

Section 5: Revision of Order - The order of business may be altered or suspended at any meeting by a majority vote of the professional members present.

Section 6: Rules of Order - The usual parliamentary rules as laid down in “Robert's Rules of Order - Newly Revised” shall govern all deliberations, when not in conflict with these bylaws.

ARTICLE VII BOARD OF DIRECTORS

Section 1: Power - The Board of Directors shall have supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the by-laws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2: Affiliation – Each member of the Board of Directors shall be an active Professional Member of the corporation.

Section 3: Term of Office – The term of each elected Board member shall begin at the close of the annual spring meeting of the Association. Beginning with the annual meeting in April of 1990, a Vice President and three Directors will be elected to two year terms by the General Membership. Six Directors, currently serving on the Board will remain for an additional on year term. Thereafter, at the annual spring meetings ,a Vice President and four Directors will be elected to two year terms. No Director shall be elected to serve more than two consecutive terms. The newly elected Directors shall take office and shall immediately convene a meeting of the new Board of Directors for the purpose of establishing officers: the current Vice President shall become President, the newly elected Vice President shall perform the duties of his/her office and will become President at the next annual meeting; the Directors will also elect a Secretary and a Treasurer and shall implement these By-laws. The Immediate Past President will serve as a voting member of the Board of Directors for one year following his term as President.

Section 4: Election - Directors shall be elected by majority vote of those members in attendance at the April meeting of the membership. Cumulative voting is prohibited. No proxy or absentee ballots allowed.

Section 5: Write-in-Vote - Members may vote for any eligible person not nominated by the Nominating Committee by "writing in" or verbally nominating the individual at the annual meeting of the membership.

Section 6: Removal – Any Board member who has been dismissed or removed due to violations of By-laws will not be allowed to serve as a Board member in the future. (adopted 10/99)

Section 7: Meetings –

(a) Regular meeting. The Board of Directors shall have a regular meeting at the time and place of the Annual Meeting.

(b) Additional meetings. Additional meetings of the Board of Directors shall be upon call of the President at such times and places as he/she may designate, and shall be called to meet upon the demand of a majority of its members. Notice of all additional meetings of the Board of Directors shall be sent by mail to each member of the Board of Directors at his/her last recorded address at least five (5) days in advance of such meetings. However, notice of meetings may be waived by written consent of all members of the Board of Directors.

(Amended 4/04)

Section 8: Quorum - A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum is present.

Section 9: Absence - If a Director is absent from two (2) consecutive meetings for reasons which the Board has failed to declare to be sufficient, his/her resignation shall be deemed to have been tendered and accepted.

Section10: Resignation - Any Director may resign at any time by giving written notice to the President, the Secretary, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance, thereto, as determined by the President or the Board.

Section 11: Vacancies - Any vacancies that may occur on the Board by reason of death, resignation, or otherwise, may be filled by the remaining members of the Board for the unexpired term.

Section 12: Proxies - Absent Directors shall have no vote in the business of the Board of Directors. No proxy votes will be allowed, however, an absent Director may, in writing prior to the meeting, express an opinion on any given agenda item. Such written opinion shall be submitted to the President or Secretary and shall be read into the minutes at-the appropriate time on the agenda.

Section 13: Legislative Matters – Notwithstanding the prohibition on proposing legislation found in Article XII, Section 2 of these by-laws, the Board of Directors or the Executive Committee shall have the power to designate a member of the OAW or a lobbyist to testify, lobby, or otherwise attempt to influence legislation and/ regulations pending or proposed before the Washington State legislature or any regulatory agency that may affect the practice of opticianry. Any such testimony, lobbying, or influence shall be promptly reported to the membership through the next issue of Eyelites or other electronic means. (Adopted 4/04)

ARTICLE VIII OFFICERS’ AND DIRECTORS’ TERM OF OFFICE

Section 1: Elected Officers – The elective officers of this Association shall be the Second Vice President,
Secretary and Treasurer. The Second Vice President shall be elected by the General Membership
at the annual spring meeting of the corporation. After serving one year as Second Vice President,
he or she will become the First Vice President of the Association for one year. After serving
one year as First Vice President, he or she will become President of the Association for one year.
The Secretary and Treasurer shall be elected annually by the Board of Directors at a meeting of
the Board immediately following the close of the annual spring meeting. (The current President
at the time this is voted into effect, September 2007, will serve two terms to accommodate the
addition of the Second Vice President's position.) (Amended 9-07)

Section 2: President – The President shall be the principal officer of the Association. The duties of the President shall be:

(a) Preside at meetings of the Association, the Board of Directors, and the Executive Committee;

(b) Shall be a regular voting member of all committees he/she is a member

(c) Shall at the Annual Meeting of the Association, and at such other times as he/she shall deems proper, communicate to the Association and/or to the Board of Directors such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Association; and

(d) Shall perform such other duties as are necessarily incident to the Office of President as may be prescribed by the Board of Directors.

(Amended 4/04)

Section 3: First Vice President – The First Vice President shall perform all duties and exercise all powers
of the President when the President is absent or is otherwise unable to act. The First Vice
President will perform such other duties as may be prescribed from time to time by the Board
of Directors. (Amended 9-07)

Section 4: Second Vice President - The Second Vice President Shall Perform all duties and exercise
all powers of the First Vice President when the First Vice President is absent or is
otherwise unable to act. The Second Vice President is second in order of succession
to the President, behind the First Vice President. The Second Vice President will
perform such other duties as may be prescribed from time to time by the Board of
Directors. (New 9-07)

Section 5: Secretary – The Secretary will keep minutes of the all meetings of members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these By-laws and, generally, will perform all duties incident to the Office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these By-laws, or which may be assigned from time to time by the Board of Directors.

Section 6: Treasurer – The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Directors and to the members as required by the Board of Directors or members of by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these By-laws, or which may be assigned from time to time by the Board of Directors. All funds shall be deposited in the name of the Association.

Section 7 Immediate Past President – The immediate OAW Past President
shall be a voting member of the OAW Board of Directors. This term will
end when a new immediate Past President joins the Board. (New 4-08)

ARTICLE IX BONDING

Section 1: Provisions - At the direction of the Board of Directors, any officer or employee of the Association shall furnish, at the expense of the Association, a fidelity bond, in such a sum as the Board shall prescribe.

ARTICLE X COMMITTEES

Section 1: Appointment – The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special or sub-committees as may be required by the Bylaws or as he/she may find necessary.

Section 2: Executive Committee - There shall be an Executive Committee which shall be composed of the current President, the immediate Past President, the Vice President and the Executive Director. This committee may exercise the powers of the Board of Directors 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 all action taken. Meetings may be called by the President or two of the committee members.

Section 3: Legislative Committee - The Legislative Committee shall be comprised of the Board of Directors and other interested Professional Members of the Association. The Legislative Chair shall be appointed by the President, shall be directly responsible to the Board and shall be in close communication with the Board and Association Lobbyist. The Legislative Committee shall be responsible for all legislative matters relating to opticianry. The Legislative Committee shall keep the Association members informed in a timely manner of legislative measures using Eyelites, phone tree, chapter meetings, or special mailings. The Committee shall work closely with the Lobbyists for the purpose of legislative involvement and political training of our members.

Section 4: Membership/Chapter Committee - There shall be a Membership/Chapter Committee composed of a minimum of three members. The- Committee shall concern itself with the expansion and development of chapters and the membership growth of the chapters and from time to time shall make reports and recommendations to the Board of Directors and the Association's membership.

Section 5: Education Committee - there shall be an Education Committee composed of not less than three individuals whose duty it shall be to plan and coordinate educational activities.

Section 6: Publications Committee - There shall be a Publications Committee composed of not less than three individuals, to include the Editor of Eyelites, whose duty it shall be to plan and coordinate the publications and communications of the Association.

Section 7: Finance/Fund Raising Committee - There shall be a Finance/Fund Raising Committee composed of the President, the Vice President, the Secretary, the Treasurer and one other member appointed by the President. The Treasurer shall serve as chairperson. This committee shall counsel with the Executive Director on the annual budget of the Association and prepare written budget recommendations for submission to the Board of Directors. The committee shall also perform such other duties in connection with the finance of the Association as the Board may determine from time to time including the securing of annual audit of the financial records. Fund raising events planned by the Association and/or Chapters shall be approved in advance by the Committee upon receipt of a written explanation on a form to be provided by the Committee.

ARTICLE XI LOCAL CHAPTERS

Section 1: Composition – The Association shall be subdivided into as many geographical area chapters as the Board of Directors may deem necessary. Each chapter shall have a Chairperson, Co-Chair and Secretary. Chapter officers shall be elected by a majority vote at the first monthly area chapter meeting following the spring general membership meeting.

Section 2: Duties - It shall be the general duty of these chapters and their officers to promote optically-related education, legislative awareness and involvement, maintain an area roster and phone tree, promote OAW membership, conduct fund raisers and act as liaison regarding all of the above between their chapter and the Board of Directors. (Amended 9-07)

ARTICLE XII MAIL VOTE

Section 1: Purpose and Procedure - Whenever, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of the active membership and when it deems it inexpedient to call a special meeting for such purpose, the directors may, unless otherwise required by these By-Laws, submit such a matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within twenty (20) days after such submission to the membership, provided that in each case votes of at least twenty (20%) percent of the members shall be received. Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon the Association in the same manner as would be action taken at a duly called meeting.

Section 2: Board of Directors and Committees -- Notwithstanding any other provision of these by-laws, the Board of Directors or an Association committee may vote by mail voting when, in the judgment of the President, it is inexpedient to call a meeting of the Board of Directors or an Association committee. Whenever the President calls for a mail vote of the Board of Directors or committee, at least five (5) days notice shall be given. A mail vote shall have the same effect as a vote of the Board of Directors or the Association committee, as the case may be; provided that a majority of those entitled to vote submit a mail vote. In the event of an emergency, the President may poll the members of the Board of Directors by phone to authorize whatever action is necessary. (Adopted 4/04)

Section 3: Mail vote methods -- Whenever a mail vote is called for, votes may be cast by any of the following means:

(a) Mailing through the U.S. Postal Service to the address specified in the notice;

(b) Private Delivery Service to address specified in the notice;

(d) Electronic mail, provided that electronic mail may allowed under such conditions as shall be prescribed by the Board of Directors.

(Adopted 4/04)

ARTICLE XIII CALENDAR YEAR

Section 1: Term - The Association functions on a calendar year commencing on the lst day of January and ending on the 31st day of December.

ARTICLE XIV INDEMNIFICATION

Section 1. Provision - The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its Directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties of a party, by reason of having been Directors or Officers of the Association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable to negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE XV DISSOLUTION AND FUND DISTRIBUTION

Section 1: Use and Distribution of Funds - The Association shall use its funds only to accomplish the objectives and purposes specified in these By-laws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Section 2: Negotiable Instruments - All negotiable instruments shall be authorized by the Board of Directors (except checks or drafts as provided herein) and signed by the President, Vice President or Secretary and countersigned by the Treasurer.

Section 3: Incurring Indebtedness - No member, committee member, delegate, officer, committee, chairperson, chapter leader, board member or employee shall incur any indebtedness in the name of the Association or make any commitments involving the Association unless previously authorized to do so by action of the Board of Directors. Where possible, requests for expenditures shall be presented in advance to the Finance/Fund Raising Committee on the appropriate form developed for this purpose and considered by the Committee prior to presentation to the Board at their next regular meeting. All contracts entered into on behalf of the Association shall require the signature of the Executive Director and that signature shall only by affixed after review and approval of the subject contract by the Board.

ARTICLE XVI AMENDMENTS

Section 1: Method - These By-laws may be altered, amended or repealed at any meeting of the Association by a vote of two-thirds of the Voting Members present and entitled to vote, provided that notice of the proposed amendment shall have been sent to all Voting Members at least 15 days prior to the meeting at which action shall be taken, and provided that they have been presented to a Board of Directors meeting.

Section 2: Introduction of Legislation – New legislation of a any type will not be introduced by the Board of Directors or any agent thereof without prior approval, by simple majority, of those members present and eligible to vote at any meeting of the membership called with 30 days prior notification.