Opticians Association of Kansas, Inc.

Constitution and By-Laws, as Amended

2003 

Article I

Name and Purposes

Section 1.  This organization shall be known as Opticians Association of Kansas, Inc.

Section 2.  The office of this Association shall be located where determined by the Board of Directors.

Section 3.  The purpose of this association shall be:

a)     To establish professional optical dispensing as indispensable to the health and welfare of the public;

b)     To provide the vision care for doctor and public, with an efficient optical dispensing service;

c)     To encourage, establish, and maintain standards of competence, knowledge and performance through the maintenance of educational programs;

d)     To promote the advancement of the science and art of opticianry for better eye care to the public;

e)     To foster the use of qualified ophthalmic dispensers in the dispensing of eyewear and other optical products to the public;

f)      To promote and defend the right of every person to freedom of choice in obtaining optical dispensing services and ophthalmic goods;

g)     To cooperate with federal, state and local governments, their agencies and other public groups for the legal recognition of optical dispensing;

h)     To do any and all things that are lawful and appropriate in the furtherance  of these purposes.

Article II

Classes of Membership

Section 1.  The term “Certified” shall mean an individual who has met national certification and continuing education requirements as set forth by the American Board of Opticianry or the National Contact Lens Examiners.

Section 2.  There shall be five classes of membership in this association;

a)     Regular membership:  Those members who have been certified by the American Board of Opticianry and those members certified by the Contact Lens Examiners and paying the minimum dues required by the Association.  A regular member shall be entitled to one vote at regular or special meetings of the membership and to hold office.

b)     Associate membership:  Those members not certified by the American Board of Opticianry, or the Contact Lens Examiners.  An Associate Member shall be entitled to one vote at any regular or special meeting of the membership and may serve on or as chairperson of committees, but may not hold office.  When an Associate Member shall become certified by the American Board of Opticianry or the Contact Lens Examiners, his membership shall automatically convert to regular membership status upon notification of the Secretary.

c)     Honorary Membership:  Honorary Membership may be conferred upon any person not a member of this Association, who has rendered conspicuous service to the Association.  Honorary members shall be elected by a majority vote of the membership of the association and shall be exempt from the payment of dues and shall not vote or hold office.

d)      Retired Membership may be conferred upon individuals at such time and under such terms as may be determined by the Board of Directors.  Retired members shall not have the right to vote, nor shall they pay dues.

e)     Affiliate Membership may be conferred upon any person who is not a dispensing optician in the State of Kansas.  Affiliate members shall pay regular dues, but shall not have the right to vote.

Section 3.  All Regular and Associate Members of this Association, in good standing, shall be presented a Certificate of Membership, along with a copy of the Association By-Laws and Resolutions as developed.  All members shall be granted the privilege of using the Association emblem, and any and all evidence of membership in the Association.

Section 4.  Application for membership in the Association shall be made in such form as the Board of Directors may from time to time adopt and approve, and applicants must use the application form so adopted.  Election to membership in the Association shall be by a majority vote of the board members present at a meeting of the Board of Directors, and decision of the Board of Directors as to acceptance or rejection of the application shall be final and conclusive.

Article III

Initiation Fees and Dues

Section 1. The annual dues for membership is currently $65.00 (as of October, 1999) and may only be changed by a majority vote of the Board of Directory.  Dues Statements will be mailed in January and also in June if paying semi-annually.  Dues not paid by July 31 will be assessed a $15.00 penalty fee in addition to the annual dues abount.

Section 2.  Assessments may be levied from time to time as herein provided.  Such assessments may be levied on regular members and associate members; also, assessments may be levied on each firm and/or each outlet of a firm in the state of Kansas outlet of a firm in the state of Kansas who have a regular member or an associate member in this Association.  The amount of the assessment shall be determined by the Board of Directors, and the amounts of such levies shall be made payable at such times and by such methods of collection the Board of Directors may prescribe; provided, however, that no assessment shall become effective until approved by a majority vote of those present at an annual or special meeting of the members of this Association.

Article IV

Withdrawal and Expulsion of Members

Section 1.  Any member may resign from the Association at any time.  Such resignation shall be manifested by notice in writing to the Secretary/Treasurer, and shall be accompanied by the return of the Certificate of Membership and all other properties pertaining to membership in the Association.  All rights and privileges of Association membership are immediately rescinded including the use of any and all materials bearing evidence of membership in the Association; and all interest in any funds or other property belonging to the Association is forfeited.

Section 2.  When the dues of any member, or any assessment levied upon him, shall remain unpaid for a period of three months, the Secretary/Treasurer shall cause him to be notified that:

a)     For dues, unless the same be paid within 30 days, the Board of Directors shall declare that he has ceased to be a member and he shall be advised by the Association Secretary/Treasurer and requested to return his Certificate.

b)     For assessments, unless the same be paid within thirty (30) days thereafter, the Board of Directors shall thereupon declare that he has forfeited membership, that he has ceased to be a member, and that his membership shall thereupon cease.  He shall be advised the Association Secretary/Treasured and requested to return his Certificate.

c)     In certain special cases, such as illness or accident, penalties and forfeiture of membership may be waived by the Board of Directors.

Section 3.  An Association member who is, or becomes a member of any other society, organization, or association the interests of which are not in the best interests of this Association, shall resign from such society, organization, or association or be dropped from membership in this Association.  The decision in this regard shall be left to the Board of Directors.

Section 4.  The Board of Directors may censure, suspend, or expel any member for violation of any provisions of these by-laws for any conduct which, in the opinion of the Board of Directors is improper and prejudicial to the welfare or reputation of the Association, although not specified in these by-laws.  No member shall be censured, suspended, or expelled unless by the affirmative vote by ballot of a majority of the total membership of the Board of Directors nor without written notice of the charges against him and of the time when appear before the Board of Directors in answer to such charges.

Article V

Directors

Section 1.  The Board of Directors is entrusted with, and shall have general charge and management of the property, affairs, business and concerns of the Association, and shall manage the same in conformity with the laws of the State of Kansas and the provisions of these by-laws.

a)    Beginning with the 2003 election,the Board of directors shall consist of seven (7) members elected by the membership.  The current directors will serve the remaining years of their term.  Upon election each member shall serve a three (3) year term .  If the past president is not present, the current President of the Board of directors will chair the meeting. 

b)     A quorum shall consist of at least four (4) Directors.

c)     Upon election, the newly elected Directors will assume their regular official duties immediately.

d)     Whenever a vacancy shall occur in the Board of Directors for any reason other than expiration of term of office, the unexpired term shall be filled without delay by the majority vote of the remaining members of the board of Directors an any regular meeting or special meeting which shall be called for this purpose.

e)     Any “Regular Member” in good standing is eligible to be nominated for Director if he or she has been a member of the Association for at least one (1) year immediately preceding the present election.

f)      Nominations of all Officers by the Board of Directors shall be made immediately following the annual election of Board members.  Election of officers will take place immediately following the election of the newly elected Board of Directors and these officers will serve until the next election of the Board of Directors.

g)     The Board of Directors shall have not less than three (3) that are owner/operators of independent dispensing optical shops or their employees.

Section 2.  The Board of directors shall have power to hold meetings to admit members, and to censure, suspend or expel them for cause as provided in these by-laws; to direct the investment and care of funds and property of the Association, to levy assessments, to make appropriations for specific purposes; to take measures to advance the interests of the Association; to elect or appoint or engage all employees, and to generally direct the business of the organization.

Section 3.  Meetings of the Board of Directors shall be held upon the call of the President and may be held outside the State of Kansas.  At least two (2) meetings must be called by the president; during the year in addition to those called at the time of the annual OAK Convention and the Educational Seminar, at a time and place designated by him at his discretion.

a)     Special Meetings of the Board of Directors may be called at any time by the President, or shall be called by him upon request, in writing, of three (3) members of the Board of Directors or of ten (10) members of the Association in good standing, provided the request specifies the object for which it is desired to hold such meetings,  In case the President shall after  three (3) Directors or ten (10) members of the Association have requested him to call a meeting of the Board of Directors, refuse or neglect to do so for ten (10) days, then in such event, the meeting may be called by the three (3) Directors or the ten (10) members of the Association desiring that such meeting shall be held, at a time and place to be fixed by them.

Section 4.  At least ten (10) days notice shall be given of the time, place and object of all regular and special meetings of the Board oaf Directors by mailing a notice thereof to the last known address of each member on the Board.

Section 5.  Four (4) members of the Board of Directors shall constitute a quorum for the transaction of business, and in the absence of the President, officers in line shall preside.  If a quorum is not present, a Board member may adjourn the meeting.

Section 6.  Any one or more of the Board of Directors may be removed if the said Directors or officers are absent from two or more Board meetings in succession or for other causes after due hearing by a two-thirds vote of the board members present constituting a quorum at any called Board meeting or by two-thirds vote of the Association members present constituting a quorum at any regular or special meeting called for that purpose.

Section 7.  During the second quarter of each year the Board of Directors will consider if it is necessary to require an audit of all Association monies.  Chairman of the Budget and Finance Committee shall receive the audit and report same to the Board.

Article VI

Officers and Appointees

Section 1.  Officers of the Association shall be a President, Vice-President, Secretary/Treasurer and a Parliamentarian.

Section 2.  All officers shall be elected by a majority vote of the Board of Directors.  The President must be a member of the present Board  or one who has been a Director of the Association and is a voting member in good standing of this association.  From these seven (7) Directors, one shall be elected Vice-President, one as Secretary/Treasurer, and one as Parliamentarian, each for a term of one (1) year.

Section 3.  The President shall appoint, with the approval of the Board of Directors, a Sergeant-at-Arms.  Is shall be the duty of the Sergeant of Arms to preserve order at all meetings of the Association and to see that all members conduct themselves in an orderly manner.  It shall also be the duty of the Sergeant-at-Arms to monitor the Registration Desk at all Conventions and Educational Seminars to prevent uninvited persons from attending the meetings.

Section 4.  President:  The President shall preside at the meetings of the Association and of the Board of Directors and shall be a member ex-officio of all committees.  He shall also, at the annual meeting of the Association and at such other times as he shall deem proper, communicate to the Association or the Board of Directors such matters and make suggestions as may, in his opinion, tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform such duties as are necessary incident to the office of President of the Association.  He shall, at the annual meeting of the Association, present his report showing the general condition of the Association and a general statement of the proceedings of the Director’s meetings held during the year.  He shall from time to time and as often as directed, submit reports to the Board of Directors and give such information touching the affairs of the Association as may be required, and shall make such recommendations as he may think proper, and shall, at the last meeting of the Board of Directors before the annual meeting, submit a full and complete report showing the general condition of the Association.

Section 5.  Vice-President:  In the absence the President, the Vice-President shall preside at all meetings of the Association and of the Board of Directors.  In the event of death, resignation, or removal from office of the President, the Vice-President shall perform all the duties of the President until his successor shall be duly elected.

Section 6.  Secretary/Treasurer:  The Secretary/Treasurer shall attend all meetings of the Association and of the Board of Directors.  He shall record all the transactions of these meetings for permanent record in a book belonging to the Association.  He shall act subject to the direction of the Board of directors and render assistance to the President as requested.  The Secretary/Treasurer shall see that due and proper notice is given of all meetings of the Association and of the Board of Directors.  The Secretary/Treasurer shall be the custodian of the Association monies.  He shall send dues statements, shall receive all dues and other monies and deposit same in the name of and to the credit of the Association in a depository as designated by the Board of Directors.

The Secretary/ Treasurer shall make an annual report and other reports as the Board of Directors may request.  The records of the Secretary/Treasurer shall be, at all times, open to inspection by the Board of Directors, and he shall enter bond in such amount as satisfactory to the Board of Directors.  The Association shall pay the premium for the Bond.

Section 7.  Parliamentarian:  The Parliamentarian shall determine, when necessary, correct rules of order.  Using Roberts Rules of Order, Last Edition, as the authority governing meetings of the Association and its Committees.

Section 8.  Immediate Past-President:  The immediate Past-President who is not a Director shall automatically become an ex-officio member of the Board of Directors.  His presence at a meeting of the Board of Directors does not count in establishing a quorum.  He has no vote at a meeting of the Board of Directors and shall act only as an advisor when called upon to do so by the Board of Directors.

Section 9.  It shall be the duty of each officer to prepare a detailed outline of his duties and functions and to supply a folio to his successor so that incoming officers may be better prepared to function in their respective positions from the time they assume office.  These outlines shall be updated and passed on each year.

ArticleVII

Committees

Section 1.  Executive and Political Affairs Committee:  Members shall be the President and all Past-Presidents of this Association.  Members of this committee shall elect a Chairperson from its members.  The Secretary/Treasurer of the Association shall attend Committee meetings, to record the minutes, but not as a voting member.

a)     Committee Duties:

1)     Shall perform as the legislative committee.

2)     Suggest guidelines and make recommendations to the Board of directors which will further the purpose of this Association.

Section 2.  The President shall appoint;’ the following committees, and other committees may also be appointed.

a)     Convention Committee

Nominating Committee

Educational Committee

Political Action Committee

Membership Committee

Budget and Finance Committee

Resolutions Committee

b)     It shall be the duty of each Committee Director to prepare a detailed outline of that committee’s  duties and functions and supply a folio to incoming appointees that they may be better prepared to perform their duties from the time they are appointed to committee as Director.  These outlines shall be updated and passed on each year.

Article VIII

Nominations and elections

Section 1.

a)     The Past President will chair the Nominating Committee and will contact one other member, in good standing with the Association, to assist with member nominations for the Board of Directors.

Section 2.

a)     The Nomination committee shall meet at least thirty (30) days prior to the annual business meeting of the Association and shall nominate three members for the Board of Directors and report the Committee’s nominations to the President along with pertinent information for each nominee.

b)     The president shall transmit to the voting members of the Association the slate of nominees for Directors as presented by the Nominating committee along together with pertinent information for each nominee at the annual meeting.

c)     Any voting member of the Association shall have the privilege of nominating a candidate for the Board of Directors from the floor after the Nominating Committee's report has been given.

d)     Listing of all nominees, both by the Nominating committee and from the floor shall be presented and voted upon by the membership.

Article IX

Meetings

Section 1.  The Annual Convention and Educational Seminar of the Association shall be held annually at a place designated by the officers and the Directors, on some convenient date.

Special meetings of the Association or the Board of Directors may be called at any time by the President or may be called by him upon a request in writing byten (10) members of this Association, in good standing, or by three (3) of the Board of Directors, providing the request specifies the object for which such special meeting is desired.  In case the President shall, after three (3) Directors or ten (10) members of the Association, in good standing have requested him to call a special meeting of the Association, refuel and neglect to do so within ten (10) days, then in such event the special meeting may be called by the five (5) Directors or by the twenty (20) members of the Association in good standing, desiring that such special meeting be held.  Meetings of members of the Association  need not be held within the State of Kansas.

Section 2.  At least ten (10) days notice shall be given of the place, date, and hour of all regular and special meetings of the Association and the general nature of the business to be transacted by sending a notice thereon to all persons entitled to such notice at their last known addresses.

Section 3.  At such meetings of the Association, a quorum shall consist of 30 per cent of the regular members present and in good standing.

Section 4.  At meetings of the members, no person other than members in good standing or agents of the Association shall be admitted to business meetings except by unanimous consent of the members present.