By-Laws
RHODE ISLAND OPTOMETRIC ASSOCIATION
BY-LAWS
ARTICLE I - MEMBERSHIP
Section 1. Active Members
a. An optometrist who practices in the State of Rhode Island is eligible to become an active member of this Association. An active member shall practice in conformance with the Code of Ethics and Standards of Practice of the Rhode Island Optometric Association ("Association"), copies of which shall be made available on the Association's website.
b. Active members shall be those optometrists not delinquent in the payment of their dues and/or assessment(s) as determined by the American Optometric Association (AOA).
c. Active members shall be entitled to debate and vote upon all questions and matters brought before the membership of the Association at all regular, special and/or annual meetings, and shall be eligible for election to any office pursuant to the Constitution and By-Laws of the Association.
Section 2. Life Members
a. Life members shall be those optometrists who have reached the age of seventy (70) and have been AOA members for at least forty-five (45) years. The age and membership longevity requirement may be waived due to conditions and/or circumstances unique to the particular member who can no longer continue as active members.
b. Life members, upon approval of both the Executive Council and a majority vote of a Membership Meeting, shall be entitled to all the privileges of active membership in the Association, and shall be exempt from payment of dues and/or assessments. Conference registration fees for life members will be 50 percent of the published member price.
Section 3. Honorary Members
a. Honorary members shall be individuals who have performed a singular service in the field of Health, Optics or Optometry, or who have rendered a conspicuous contribution to the advancement of organized Optometry.
b. Honorary members may be accorded the privileges of the floor by the presiding officer, but they do not have the right to vote or hold office; and they shall be exempt from the payment of dues and/or assessments.
Section 4. Student Members
a. Student members shall be those members in a College of Optometry duly accredited by the Council on Optometric Education of the American Optometric Association, Inc. A student membership shall terminate upon receipt of the degree of Doctor of Optometry or at the end of an AOA recognized residency program.
b. Student members may be accorded the privileges of the floor by the presiding officer, but they do not have the right to vote or hold office; and they shall be exempt from the payment of dues or assessment(s). Conference registration fees for student members will be 50 percent of the published member price.
Section5. Partial Practice Members
a. Partial Practice members shall be those optometrists who are currently practicing 16 hours or less per week in compensated, optometrically related activities and have reached 70years of age. A partial practice member shall practice in conformance with the Code of Ethics and Standards of Practice of the Rhode Island Optometric Association.
b. Partial Practice members shall be those optometrists not delinquent in the payment of their dues and/or assessment(s) as determined by the dues by-law of the AOA.
c. Partial Practice members shall be entitled to debate and vote upon all questions and matters brought before the membership of the Association at all regular, special, and/or annual meetings, and shall be eligible for election to any office pursuant to the Constitution and By-Laws of the Association.
d. Partial Practice members shall be entitled to all the privileges of active membership in the Association. Dues and assessments are to be 60 percent of active member dues. e. Conference registration fees for Partial Practice members will be 50 percent of the published member price.
Section6. Retired Members
a. A retired member is an optometrist who has reached the age of sixty (60), has been in active practice or federal service for at least twenty-five (25) years and is no longer engaged in compensated optometry-related activities. There are two tiers for Retired Member status: i. Retired Members with Membership Benefits will receive membership benefits set forth in these by-laws. Dues and additional member benefits will be determined by the AOA and the Association's Executive Council. ii. Retired Members without membership benefits are members with no access to membership benefits. No dues will be assessed.
b. Retired members with benefits shall be entitled to all the rights and privileges of active membership in this Association, and shall be exempt from payment of dues and/or assessments. Conference registration fees for Retired members with benefits will be 50 percent of the published member price. The Executive Council shall reserve the right to rescind a Retired member's status should the employment status of a Retired member change.
ARTICLE II -MEMBERSHIP ACCEPTANCE
a. Optometrists eligible for membership will be considered members upon the submission of an Association application for membership. Upon prompt submission of the new member's application to the AOA, the member will be classified according to AOA bylaws and the dues level and payment schedule determined. New members of the Association will be announced at a subsequent quarterly meeting of the Association.
b. All applicants shall be informed that copies of the Constitution and By-Laws as well as a copy of the Code of Ethics and Standards of Practice can be found on the Association's website.
ARTICLE III- TERMINATION/REINSTATMENT OF MEMBERSHIP A. REASONS FOR TERMINATION
Section 1. Active Membership
The AOA requires that each dues paying member pay their association dues on an ongoing quarterly basis with payments due by the last day of each quarter. Any member not current and determined to be in arrears by the AOA is subject to termination of membership.
An active member may have membership terminated or may be expelled if he/she is found at fault in violating any rule or regulation pertaining to the practice of optometry, Code of Ethics and Standards of Practice of this Association or any State or Federal law.
Membership shall terminate by voluntary or involuntary surrender of license to practice optometry in the State of Rhode Island.
Section2. Life Membership
A life member may be changed to active member for just cause, subject to action by the Executive Council.
Section3. Honorary Membership
Honorary membership may not terminate for any reason, other than by request of the member.
Section 4. Student Membership
a. Student membership shall terminate at the end of the calendar year in which an eligible student member has received the degree of Doctor of Optometry, unless the student is enrolled in a recognized residency program.
Section 5. Partial Practice Membership
A partial practice member may be changed to active member if he/she no longer can fulfill the qualifications for a partial practice member. Status of partial practice members will be reviewed as needed and if deemed necessary by the Executive Council.
Section 6. Retired Membership
A Retired member may be changed to an active member if the terms of his/her membership are not met. Status of retired members will be reviewed as needed if deemed necessary by the Executive Council.
B. MECHANISM FOR TERMINATION OF MEMBERSHIP OR APPEAL
Section 1.
Membership shall terminate when required by Article III.
Section 2.
Any active member may bring charges for expulsion of another member to the Executive Council. Should eight (8) of the fourteen (14) members of the Executive Council find the charges warrant investigation, they shall order such investigation to be carried out and send written notice by certified mail to the member indicating the charges brought against the member.
Section 3.
The respondent member shall have fifteen (15) days after receipt to send his/her answer to the Secretary of the Association. If the respondent's answer to the charges does not resolve the problem, a hearing before the Executive Council shall be held. Should ten (10) of the fourteen (14) members of the Executive Council find the member at fault as charged, the Executive Council may terminate his/her membership.
Section 4.
A member may appeal such expulsion to the general membership. Expulsion by the Executive Council may be overturned by a written petition for reinstatement duly signed by a majority of the sum of the active, part-time, and life members of the Association.
C. REINSTATEMENT OF MEMBERSHIP
Section 1.
A member who leaves in good standing can be reinstated at the same membership level by a majority vote of the Executive Council.
ARTICLE IV-DUES AND ASSESSMENTS
Section 1.
The annual per capita dues of the Association shall be set by vote of the general membership. The membership shall be notified at least seven (7) days before a vote on dues changes. These monies shall be paid in full or in equal quarterly installments on those dates determined by the Treasurer.
Section 2.
In addition to the Association's annual dues, the Association may assess each member an additional amount to cover the required dues for affiliation with the American Optometric Association, Inc. Such an assessment may become due and payable in conjunction with the Association's annual dues.
Section 3.
In addition to annual dues and assessment mentioned in Article IV, Section 1 and Section 2, the Association may assess each member to cover any and all expenses incurred in the proper functioning of the Association.
Section 4.
The annual per capita dues and assessments of member shall in accordance with the current ascending dues scale of the AOA.
Section 5.
The Treasurer shall present each member with an itemized statement, indicating thereon the exact apportionment of the member's dues and assessments. Said statements shall initially be sent to all provisional, active and part-time members no later than the first day of February of each year, and thereafter as the Treasurer deems necessary.
Section 6.
A member, who by reason of economic or physical disability is unable to assume the responsibility of paying full dues, may upon action of majority vote of the Executive Council, have his/her dues/assessments postponed, waived or reduced for any given year.
Section 7.
Life members are exempt from the payment of dues and assessments.
ARTICLE V - EXECUTIVE COUNCIL
The Executive Council shall have supervision, control and direction of the affairs of the Association, shall determine its policies or changes herein within the limits of the ByLaws, shall actively execute 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 1.
The nominees of the offices of President-Elect and First Vice-President shall have each held elective office prior to their nomination.
Section 2.
The President leaving office shall automatically become the Immediate Past-President. If for any reason the Immediate Past-President is unable to serve, the preceding PastPresident eligible shall automatically become the Immediate Past-President.
Section 3.
All officers shall serve in their elected positions for a term of two (2) years. All officers, with the exception of the Treasurer and Secretary, cannot serve for more than two (2) consecutive years in the same elected position.
Section 4.
Active, partial practice , retired, or life members who are candidates for election to the six (6) Board positions of the Executive Council for two-year terms shall be nominated, elected and installed bi-annually for the term specified in the same manner and at the same time and place as are the officers of the Association.
Section 5.
The President shall appoint a member of the Executive Council to serve as parliamentarian during all meetings of the Association.
Section 6.
The Immediate Past-President, the President and President-Elect will have the duty of appointing Trustees, consisting of three (3) Past-Presidents. The Trustees shall serve a two (2) year term, coinciding with the term of the elected officers. The Trustees shall elect a chair from among their three (3) members who will serve as the fourteenth (14th) member of the Executive Council with all the voting rights and privileges of other members of the Executive Council.
ARTICLE VI - COMMITTEES
Section 1.
An Audit Committee shall be established annually consisting of the Immediate PastPresident, the Treasurer, and a Trustee as appointed by the Chairperson of the Trustees.
Section 2.
A Nominating Committee shall consist of the three (3) Trustees, the Immediate PastPresident, and President-elect.
Section 3.
An Executive Director Review Committee, consisting of the current President, incoming President, and the two (2) Immediate Past-Presidents, shall review the performance of the Executive Director annually. A report of such review and recommendations for the Director's compensation package shall be presented to the Executive Council for approval.
Section 4.
The committee chairpersons shall provide a report at every Executive Council and General Membership meeting. Chairpersons shall make every effort to attend all meetings or appoint another committee member if unable to attend.
ARTICLE VII - ELECTION OF OFFICERS AND EXECUTIVE COUNCIL MEMBERS
Section 1.
The Nominating Committee shall meet, consider candidates for respective offices, formulate and present, at an Executive Council meeting prior to the election, a slate of candidates for election to office. This, however, shall not preclude the absolute right of any member to make a nomination for any office from the floor, during the election.
Section 2.
The Secretary shall issue a written notice to Association membership at least ten (10) days prior to the election, said notice to contain the slate of candidates for Executive Council presented by the Nominating Committee.
Section 3.
The election of Executive Council members shall be by written ballot for any contested office. For uncontested office(s), the Secretary shall cast one ballot for said office(s) as presented by the Nominating Committee. The elected officers shall serve for a term of two (2) years, or until their successors have been elected and duly installed.
Section 4.
The Executive Council members shall assume the duties of their office immediately following election to said office. The ceremonial installation of officers shall be held at a time and place chosen by the specific committee appointed for this purpose.
Section 5.
The Executive Board shall appoint all persons to fill vacancies of elected officers or council positions. Such appointees shall fulfill other requirements specified in the Constitution and/or By-Laws.
ARTICLE VIII - DUTIES OF OFFICERS
Section 1.
The President shall call, preside at and set the agenda for all meetings of this Association and of the Executive Council; call special meetings of this Association at his/her discretion or upon written request of eight (8) active and/or part-time members; call special meetings of the Executive Council at his/her discretion or upon the written request of three (3) Council members; appoint three (3) Past-Presidents as Trustees; designate the chairperson of all committees and appoint or delete the membership of all committees unless otherwise provided in the Constitution and By-Laws; be an ex-officio member, with the right to vote, of all committees and similar subordinate bodies, excepting the Nominating Committee; certify, together with the Secretary, all official acts of this Association; and appoint persons to fill vacancies for the unexpired terms of chairpersons and members of committees and similar subordinate bodies. The President shall appoint the delegate(s) to the American Optometric Association Congress.
Section 2.
The President-elect shall perform all executive functions and other duties as shall be assigned by the President or Executive Council and in the event of the failure or inability of the President to perform the duties of said office, the First Vice-President shall assume the duties of the President-elect.
Section 3.
The First Vice-President shall perform all executive functions and other duties as shall be assigned by the President or Executive Council and in the event of the failure or inability of the President-elect to perform the duties of said office, the First Vice-President shall assume the duties of President-elect.
Section 4.
The Second Vice-President shall perform all executive functions and other duties as shall be assigned by the President or Executive Council and in the event of the failure or inability of the First Vice-President to perform the duties of said office, the Second VicePresident shall assume the duties of President-elect.
Section 5.
The Secretary shall conduct the correspondence of the Association; give proper notice of the meetings of the Association and of the Executive Council to all persons concerned; notify members of their appointments to committees or similar subordinate bodies; arrange for a proper place for all meetings of the Association and of the Executive Council, with the exception of the educational seminars or banquets; advise membership applicants as to the final disposition of the ballot as prescribed by the By-Laws; maintain a current personnel file of all members of the Association; certify, together with the President, to all acts of the Association, be responsible for the books, records and property of the Association; and keep accurate records and minutes of all meetings of this Association and of the Executive Council.
Section 6.
The Treasurer shall keep an accurate account of all financial transactions of the Association and shall make a report of the same at all General, Executive Council, and Annual Meetings of this Association or upon the request of the President; be the custodian of the funds of the Association and shall deposit all monies received in the name of the Association in institutions approved by the Executive Council; present the records to the Audit Committee for an annual audit at the end of each fiscal year; be bonded in a sum to be determined by the Executive Council, the cost of which shall be paid by the Association; and file the necessary papers and pay the necessary fees to the State of Rhode Island and Providence Plantations as required by the corporation laws of this State.
Section 7.
All officers, Council Members and Agents of this Association shall perform such other duties as pertain to their respective offices or which may be prescribed by the Executive Council or by the Constitution and/or By-Laws, and shall, at the expiration of their respective terms of office, turn over and deliver to their successors or to any person(s) whom the Executive Council may designate, all funds, books, records and property of the Association then in their custody or under their control.
ARTICLE IX - DUTIES OF DELEGATES TO AMERICAN OPTOMETRIC ASSOCIATION CONGRESS
Section 1.
The delegate(s) to the American Optometric Association shall represent the Rhode Island Optometric Association at the appropriate meetings of the American Optometric Association; however, his/her actions shall not be binding upon the Rhode Island Optometric Association without the approval of the Executive Council.
ARTICLE X - DUTIES OF THE EXECUTIVE COUNCIL
Section 1.
At the first Council meeting following the installation of officers, the newly elected Executive Council shall be presented with a list of the new committee chairpersons and members of the various committees by the President.
Section 2.
The Executive Council shall have the power to expend any budgeted funds, or by majority vote, non-budgeted funds up to $500.00. Expenditure of non-budgeted funds over $500.00 requires a majority vote at a General Membership meeting.
Section 3.
The Executive Council shall receive for consideration the annual financial report from the Association accountant and shall act upon such report at the next Executive Council meeting.
Section 4.
Any Association member may petition the Executive Council for information pertaining to any Association matter. The Executive Council shall respond to any reasonable request in a timely manner.
Section 5. Executive Council Meetings
a. Regular meetings of the Executive Council shall be called by the President at such times and places as shall be best suited for the transaction of the business for which the particular meeting is called.
b. Special meetings of the Executive Council shall be called by the President at such times and places as shall be best suited for the transaction of the business for which the particular meeting is called.
c. Five (5) voting members shall constitute a quorum for all regular meetings of the Executive Council.
d. Seven (7) voting members shall constitute a quorum for all special meetings of the Executive Council.
Section 6.
The Executive Council, by three-quarters (3/4) vote, may impeach any Council member. The impeachment decision may be overturned by a written petition of a majority of the sum of active, part-time, provisional and life members of the Association.
ARTICLE XI-DUTIES OF TRUSTEES
Section 1.
The Trustees will act as a liaison between the Executive Council and the Committee Chairs. Furthermore, Trustees shall take an active roll in leadership training and development for this Association.
Section 2.
The Trustees, along with the Immediate Past-President and President-Elect shall be charged with presenting a slate of nominees for election to the Executive Council. Section 3. The Chairperson of the Trustees shall appoint a member to serve on the Audit Committee.
ARTICLE XII - MEMBERSHIP MEETINGS
Section 1.
A minimum of three (3) meetings shall take place each year, unless otherwise ordered by the Executive Council, for election of Officers of the Association, for receiving the annual reports, and the transaction of other business. Notice of such meetings shall be mailed, faxed or communicated electronically to the membership at least ten (10) days before the time appointed for the meeting. The installation of the newly elected Executive Council shall take place on the date of the first meeting of the calendar year.
Section 2.
At each regular meeting, the Secretary shall provide or make available the minutes of the immediate past meeting, giving a report of the actions and/or decisions made and whether by unanimous or majority vote.
Section 3.
Special meetings of the Association may be called by the President and held at any time and place, whenever and wherever within the State of Rhode Island, or upon written request of at least eight (8) active or part-time members, provided that in the latter case, the President shall call the meeting no later than fifteen (15) days from the date of the written request. Notices for regular and special meetings must be given by mail, faxed or communicated electronically five (5) days in advance of the meeting, or, if by telephone one (1) day in advance. No business shall be conducted at any special meeting unless stated in the notice for that meeting.
Section 4.
A quorum shall be required to transact all business of the Association. If a quorum shall not be present, the members present may adjourn the meeting until a quorum shall be present, at which time any action may be taken.
a. Fifteen (15) voting members shall constitute a quorum for all regular and/or special meetings of the Association.
Section 5.
The order of business at meetings shall be as follows:
1. Call to order
2. Providing of minutes of previous meeting
3. Receiving communications
4. Reports of Officers
5. Reports of committees
a. Standing
b. Special
6. Old business
7. New business
8. Adjournment
ARTICLE XIII - COMPENSATION AND EXPENSES
Section 1.
There shall be no compensation awarded for any elective or appointive office held by this Association, except for expenditures made by members in the performance of their duties as prescribed by the Constitution and By-Laws.
Section 2.
No person shall, on behalf of the Association, assume or incur any expense or liability or enter into any contract or agreement involving the expenditure of money without receiving permission of the Executive Council, subject to limits as specified in Article XI, Section 2. An exception shall be made for the Education Committee, which may spend up to $2000 in arranging Continuing Education meetings.
ARTICLE XIV - REMOVAL OF COUNCIL MEMBER OR EMPLOYEES
Any Council member or employee of this Association may be removed or discharged by a petition of a majority of the sum of members of this Association.
ARTICLE XV - RULES OF ORDER OR AUTHORITY:
All meetings of the Association, Executive Council, committees and/or similar subordinate bodies shall be governed by the rules contained in Roberts Rules of Order, Revised, in all cases to which they are applicable, and in which they are not inconsistent with the Constitution and By-Laws of the Association. The parliamentarian of the Association shall be appointed in accordance with Article V, Section 5.
ARTICLE XVI - AMENDMENTS
Section 1.
These By-Laws may be amended by a vote of two-thirds (2/3) of the members present at a regular or special meeting of the Association, provided that the amendment or notice of such amendment is submitted at the previous regular meeting and provided further that a copy of the wording of the proposed amendment or amendments be sent by the Secretary of the Association to the membership so as to be received no later than seven (7) days before the date of the meeting at which the amendment(s) will be adopted, amended or otherwise acted upon as members see fit.
Section 2.
In the event that any article, section or part of a section of these By-Laws of the Association should be declared invalid or inoperative by a court of applicable jurisdiction, such declaration shall not affect the validity of remaining articles, sections or parts of sections and the remainder shall be given effect as if such invalid or inoperative article, section or part of section had not been declared invalid or inoperative.
ARTICLE XVII - INDEMNIFICATION
The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as a corporation exempt under Section 501 (c) 6 of the Code is not affected thereby, have the power to indemnify persons against expenses (including attorney's fees), judgments, fines and amounts paid in settlement arising from any threatened, pending or completed action, suit or proceeding, as provided by the Rhode Island Corporation Act. The Executive Council may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, agent, or member of the Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, but such insurance shall only cover a member to the extent the member purports to act on behalf of the Corporation.
Revised: November 1991, January 1994, September 3, 1997, November 15, 2000, September 23, 2001, November 2007. December 3, 2014
