Article II–Purposes
    The purposes of this state Association shall be:
    A.    To promote the advancement of the science and knowledge of opticianry and better eyecare to the public.
    B.    To encourage educational programs and training in conjunction with ABO and NCLE.
    C.    To cooperate with state and local governments, their agencies and other public group for the benefit of the public.
    D.    To promote the use of qualified ophthalmic dispensers in the dispensing of eyewear and other optical products to the public.
    E.    To instill mutual understanding and friendships among dispensing opticians.
    F.    To advance the interests and general welfare of optical dispensing.

Article III–Membership
    Section 1–Class of members
    A.    The membership for this Association shall consist of the following classes:
        1.    Certified Members
        2.    Regular Members
        3.    Associate Members
        4.    Life Members
        5.    Honorary Members

    Section 2–Certified and Regular Members
    A.    Certified member–ABO/NCLE certified or licensed in another state.
    B.    Regular Member–a non-certified member working in the field for three or more years.

    Section 3–Associate Members
    A.    A beginning Optician with three (3) years or less may join as an associate member.
    B.    Ancillary personnel are invited to be Associated Members and to attend all meetings and functions.
    C.    Sales personnel may become Associate Members.
    D.    Associate Members shall have no voting rights and will pay reduced yearly dues.

    Section 4–Life Members
    Any member in good standing who has paid dues for a period of ten years and is no longer engaged in the dispensing field, but desires to follow the purposes of the Association shall be eligible to become a Life Member.  Yearly dues are not required.  The individual awarded this membership shall retain voting privileges.

   Section 5–Honorary Members
    Honorary Membership may be conferred upon individuals at such time and under such terms as may be determined by the Board of Directors.

    Section 6–Privileges
    Only Certified and Regular Members of the Association may hold elective office in the Association.

    Section 7–Suspension
    Any member whose dues are not paid by convention time shall be suspended.  Suspended members are not eligible to vote or hold office.  Members suspended for non-payment of dues may be reinstated at any time upon paying the current years dues.

    Section 8–Termination of Membership
    A.    Membership in the Association may be terminated for cause.  Sufficient cause forsuch termination of membership shall be violation of the Bylaws or unprofessional conduct.  Termination shall be by unanimous vote of the Board of Directors.
    B.    The membership of those members who are under suspension for non-payment of due after the close of membership year shall be terminated.

Article IV–Dues and Assessments
    Section 1–Membership Dues
    A.    The Board of Directors shall from time to time submit a schedule of membership dues for approval by the membership at a regular business meeting.  All dues shall be payable by the first day of the membership year to which they apply.  Notice shall be sent to members prior to the business meeting of the proposed increase.
    B.    Life and Honorary Members shall not be required to pay dues or assessments.

    Section 2–Assessments
    Special assessments shall be levied only for designated purposes and then only by an affirmative vote of two-thirds of the members present at a regular or specially called business meeting.  Notice shall be sent to members prior to the meeting of the impending assessment.  All assessments shall be paid in the manner and at the time designated.  In the event that assessments are not paid as directed, such delinquents shall be automatically suspended until the assessments are paid.

Article V–Fiscal Procedures
    Section 1–Fiscal and Membership
    The fiscal and membership years of the association shall be fixed by vote of the board of directors, which currently runs as a calendar year.

    Section 2-Funds and Securities
    The treasurer shall invest and manage funds and securities of the Association within policies and purposes established by the members and under the direction of the Board of Directors.

    Section 3–Bonding
    The President, Treasurer or any other person entrusted with the handling of funds or property of the Association shall furnish, at the expense of the Association a fidelity bond approved by the Board of Directors in such sum as the Board of Directors deem necessary.

    Section 4–Contracts and Letters of Intent
    A.    All contracts, releases, agreements, letters of intent or commitments made in the name of or on behalf of the Association shall be submitted through the President for appropriate review and signature by duly authorized persons.
    B.    No contracts shall be made without vote of the Board of Directors, which would bind the Association for amounts in excess of those provided in the current budget for that purpose.
    C.    The contracting of accountants, lobbyists or insurance companies can only be done by the Board of Directors.

    Section 5–Non-compensation
    Members shall receive reimbursement for expenses incurred for OAO business.

Article VI–Officers
    Section 1–Title
    A.    Elected officers shall be a President, Vice President, II Vice President, Secretary and Treasurer.
    B.    Only certified and regular members are eligible to be elected officers.

    Section 2–Election and Term of Office
    A.     Elected officers shall be elected by the membership from among the membership at the annual association meeting. A term will run for two (2) years.
    B.    Elected officers shall hold office for one term at the conclusion of the annual meeting or until their successor shall be chosen and qualified.
    C.    No elected officer shall serve for more than two full consecutive terms in the same office unless no qualified successor is found.
    D.    If there is more than one nominee for an office, the nominee receiving the highest number of votes cast shall be elected.

    Section 3–Nominations
    A.    Nominations for all officers shall be made at the annual meeting of the Association.  Nominators shall secure the consent of the nominee.
    B.    The report of the nominating committee shall be presented at the annual meeting.  Nominations may be made from the floor at this meeting.

    Section 4–Voting
    Voting shall be by written ballot at the annual meeting.  If there is only one nominee, the Secretary may be instructed to cast the elective ballot.

    Section 5–Vacancies
    Vacancies occurring in any of the offices shall be filled by the Board of Directors appointment.

    Section 6–Removal from Office
    A.    Any officer may be removed from office by a two-thirds vote of the members of the Association.
    B.    Notice of a meeting in which such action is to be taken shall be sent to all members at least two weeks before the meeting and shall indicate the intent to consider such removal.

    Section 7–Duties of Officers
    A.    President:    The President shall be the chief executive officer of the Association and shall exercise general supervision and direction of the affairs of the Association subject to the control of the Board of Directors.  He or she shall preside at all meetings of the Association and the Board of Directors and be responsible for requiring the Board to meet regularly and function properly. He shall be a member ex officio of all standing committees. The President must be a Certified Member.
    B.    Vice President:    The Vice President shall perform duties assigned by the President or the Board.  In the absence of the President, the Vice President shall perform the duties of the President.  The Vice President shall also act as a member of the Program/Convention committee.
    C.    II Vice President:    The II Vice President shall be involved with the PAC and Legislative Committee as chairman ex officio and supervise other committees assigned by the President.
    D.    Secretary:    The Secretary shall be responsible for conducting the general correspondence relating to the business of the Association other than financial and shall perform such duties as are designated by the President or the Board.  He or she shall maintain complete minutes of all meetings of the Association and of the Board, shall maintain a complete roster of members and communicate with the National Association headquarters to membership matters.  He or she shall be responsible for issuing meeting notices to members and shall turn over all records to his or her successor.
    E.    Treasurer:    The Treasurer shall have charge of all monies, bank accounts and valuable property of the Association and shall perform all the usual duties relating to the office of treasurer and any other duties as are designated by the President or the Association.  He or she shall maintain the name of the Association and a bank account in a bank designated by the Board of Directors.  All funds collected except PAC shall be deposited in such account and all disbursements made therefrom.  He or she shall make disbursements as authorized by the Board.  Payments will be supported by vouchers or invoices approved by a member of the Board other than himself or herself.  The Treasurer shall maintain a complete record of receipts and disbursements and shall submit an annual report in writing.  Interim reports shall be submitted at regular meetings of the Board as required.  All monies, records, files and other property in his possession shall be turned over to his or her successor at the close of the annual meeting or when such successor is chosen and qualified.

Article VII–Board of Directors
    A.    The Board of Directors shall be the governing board of the Association and shall establish policies and procedures and administer all affairs and activities of the Association.
    B.    The Board shall consist of all the elected officers and past presidents.

    Section 1–Board Meetings
    A.    Board meetings shall be held at the annual meeting and at a time between the annual meetings.  In addition, Board meetings shall be held when requested by the President or upon written notice to all members of the Board.
    B.    A budget shall be prepared by the Board at its meeting starting each new fiscal year.
    C.    Four members of the Board shall constitute a quorum for the transaction of business.
    D.     The President shall act as Chairman of the Board.  In his or her absence, the Vice President shall act as Chairman.

Article VIII–Delegates to the National Assembly
    A.    Each year the National Association will notify the Secretary of the number of eligible voting delegates from the Association Assembly (Opticians Association of America).
    B.    Only Certified and Regular Members shall be eligible to be delegates to the OAA and shall be selected by the Board of Directors.

Article IX–Committees
    Section 1–Standing Committees
    Standing Committees shall be appointed annually by the President with the approval of the Board of Directors.  Each committee shall consist of one or more Regular or Certified Member who shall serve until the close of the annual meeting or until successors are appointed.  The President shall be an ex officio member of all Standing Committees.  Standing Committees shall be:
    A.    Nominating Committee:    The Nominating Committee shall consist of three Regular or Certified Members who do not hold elective office.  This committee shall be responsible for nominating candidates for officers and preparing ballots.  The nominations shall be submitted to the membership in writing prior to the annual meeting.  At least one name shall be submitted for each elective office.
    B.    Membership Committee:    The Membership Committee shall be responsible for recruiting new members and assisting them in preparing the membership applications.  The Membership Committee is responsible for getting this information.
    C.    Legislative/PAC Committee:    The Legislative/PAC Committee shall see political filings involving the OAO at the proper time and according to state laws.
    D.    Convention Committee:    The Convention Committee shall be responsible for planning the educational program for the annual meeting and for making necessary arrangements for each annual meeting.  The Vice President shall be a member of this committee.
    E.    Audit Committee:    The Audit Committee shall be responsible for conducting an audit of the financial records and accounts of the Association at the close of each fiscal year and for presenting a report thereon to the Board.

    Section 2–Other Committees
    Other committees may be appointed by the President to accomplish the general purposes or  special projects of the Association.  These committees shall serve until the close of the annual meeting following the appointment unless dissolved at an earlier date.

Article X–Meetings
    Section 1–Annual Meeting and Convention
    The annual meeting of the state society shall be held the spring of each year in conjunction with the annual convention.

    Section 2–Special Meeting
    Special meetings of the Association shall be called by the President upon written request of the members of the Board or of ten or more members of the Association.

    Section 3–Meeting Notices
    A written notice of each meeting shall be sent to all members by the Secretary.

    Section 4–Voting
    Only regular or certified members in good standing shall be eligible to vote.  The member shall have the right to one vote on any issue before any meeting, if present in the meeting when the vote is taken.  Voting by proxy is not permitted.  Written balloting may be used at the discretion of the President when requested by a member qualified to vote, or as stated in these bylaws.

Article XI–Limitation of Liability
    Nothing herein shall constitute members of the Association as partners for any purpose.  No member, officer, agent or employee of this Association shall be liable for the acts or failures to act on the part of any other member, officer, agent or employee of the Association, nor shall any member, officer, agent or employee be liable for his or her acts or failure to act under the bylaws excepting only omissions to act arising out of his willful misfeasance.

Article–Parliamentary Authority
    Section 1–Parliamentary Authority
    All meetings of the duly constituted body of the Association shall be governed by the rules of Order as prescribed in Robert’s Rules of Order, newly revised, providing that the same are not superseded by the bylaws and are applicable.

    Section 2–Interpretation of Bylaws
    The Board of Directors shall be the authority for the interpretation of these bylaws.

Article XIII–Dissolution
    The Association shall use its funds only to accomplish the objects and purposes specified in these bylaws and no part of said funds shall inure or be distributed to the Association.  On dissolution of the Association, any qualified charitable, educational, scientific or philanthropic organizations are to be selected by the Board of Directors.

Article XIV–Amendments
    Section 1–Proposals
    A.    Amendments to these bylaws shall be submitted in writing to the board of directors by a special Bylaws Committee or a request signed by five or more members in good standing or as written by the board of directors.
    B.    The Board shall authorize the Secretary to make available amendments in writing for the entire membership at least two weeks prior to the meeting at which the amendments are to be voted upon.

    Section 2–Voting
    These bylaws may be amended by presentation at the annual meeting and a vote of two-thirds by the certified and regular members present at the meeting.

    Section 3–Members Right to Bylaws
    Any amendment or addendum to these bylaws shall be available to each member upon a vote of approval, by the Secretary, with instruction to update their copy of these bylaws.

Article XV–Statutory Provision
    In the event that any bylaws or provisions herein shall be held in conflict with any statutory provision of the State of Oregon, governing such matter, such bylaws or provision is to be considered waived and the statutory provision is to be followed in lieu thereof.

Revised 2000–Board of Directors: Nikki West, Bill Ready, Sue Stoneburner, Joyce Shea, Dennis Shea and Ron Marra