RHODE ISLAND OPTOMETRIC ASSOCIATION

CONSTITUTION

ARTICLE 1 - NAME

The name of this non-profit corporation, organized and incorporated under the laws of the State of Rhode Island and Providence Plantations, shall be: "Rhode Island Optometric Association."

ARTICLE II - OBJECTIVES

The objectives of the Association shall be to improve, advance and enhance the vision care of the public; to encourage and assist in the improvement of the art and science of Optometry; to unceasingly elevate the standards and ethics of the profession of Optometry; and to educate the public as to the qualifications of Optometrists and the importance of the science of Optometry.

ARTICLE III - MEMBERSHIP

There shall be seven (7) classifications of members in the Association:

  • a. Active members
  • b. Provisional members
  • c. Life members
  • d. Honorary members
  • e. Student members
  • f. Part-time members
  • g. Retired members

ARTICLE IV - DUES AND ASSESSMENTS

Dues and assessments shall be determined from time to time as the need arises. Dues money shall be paid in equal quarterly installments, on those dates set by the Treasurer with the approval of the Executive Council.

ARTICLE V - MEETINGS

A minimum of three (3) membership meetings will take place each year.

ARTICLE VI - OFFICERS AND EXECUTIVE COUNCIL

Section 1. The officers of the Association shall be:

  • a. President
  • b. President-elect
  • c. 1 st Vice-President
  • d. 2 nd Vice-President
  • e. Secretary
  • f. Treasurer
  • g. Immediate Past-President

All of the above officers, with the exception of the President and the Immediate PastPresident, shall be elected bi-annually by the membership, as provided by the By-Laws of the Association. The President-elect shall automatically become President following the term(s) of the current President.

Section 2. There shall be an Executive Council of fourteen (14) members, consisting of the Officers listed in Section 1, six (6) Board members elected according to procedure established in the By-Laws, and the Chairperson of the Trustees.

ARTICLE VII - FISCAL YEAR

The Fiscal Year shall be from January 1 to December 31 to become effective on January 1, 1998.

ARTICLE VIII - BUDGET

Section 1. The President, Treasurer, and President-Elect shall establish an annual budget for the Association, which shall fix the maximum sums that may be expended in the functioning of the activities of the Association, and shall submit said budget to the Executive Council for consideration. No budget shall be deemed acceptable unless approved and adopted by at least eight (8) of the fourteen (14) members of the Executive Council.

Section 2. The budget adopted by the Executive Council shall be presented to the General Membership at the Fall meeting of the Association. A majority vote of those attending the meeting is required for adoption. The budget subsequently may be changed, at any time, by a majority vote of the membership.

ARTICLE IX - INDEMNIFICATION

No member of the Executive Council ("Council Member") shall be personally liable to the Corporation or to the Corporation's members for monetary damages for breach of the Council Member's duty as a Council Member; provided, however, that the foregoing shall not eliminate or limit the liability of a Council Member (i) for any breach of a Council Member's duty of loyalty to the Corporation or to the Corporation's members; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Council Member derived an improper personal benefit.

ARTICLE X - RULES OF ORDER OR AUTHORITY All meetings of the Association, Executive Council, Committees and similar subordinate bodies, shall be governed by the rules contained in Roberts Rules of Order, Revised, in all cases which they are applicable and in which they are not inconsistent with the Constitution and By-Laws of the Association.

ARTICLE XI - AMENDMENTS

Section 1. This Constitution 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 the members see fit.

Section 2. In the event that any article, section or part of a section of this Constitution of the Association should be declared invalid or inoperative by a court of competent jurisdiction, such declaration shall not affect the validity of the 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.

Revised November 1991, January 1994, September 3, 1997, November 15, 2000, November 2007.

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