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OPTICIANS ASSOCIATION OF GEORGIA, INC.
BYLAWS

Revised May 30, 2015

ARTICLE I - NAME

The name of this organization, as set forth in its charter, shall be the "Opticians Association of Georgia, Inc”, an affiliate of the Opticians Association of America, and shall hereafter be called the 'Association'.

ARTICLE II - OFFICES

The principal office of the Association shall be within the confines of the State of Georgia.  The address of the Association shall be determined from time to time by the Directors.

ARTICLE III - PURPOSE

In carrying out the objects for which this Association was organized, it shall be the purpose of the Association to foster the advancement of the science of optics; and the development of new and improved methods in connection with the application thereof; and the dissemination of information concerning the same among Eye Practitioners, the members of this Association, and the general public; and the maintenance and development of high ethical standards.

CHAPTER II
ARTICLE I - MEMBERSHIP

(a) The membership of this Association shall consist of Active, Associate, and Student Members.

(b) Active membership in this association shall be limited to those opticians holding a current and valid Licensed Dispensing Optician certificate from the Georgia Board of Dispensing Opticians. Only members included in this category shall be eligible to vote or hold office.

 (c) Associate membership shall be assigned to those individuals who do not qualify for Active membership but who are in sympathy with the goals and ideals of the Opticians Association of Georgia.  Associate membership is open to optician apprentices, optical laboratory technicians, and others approved by the Board.  Opticians who qualify for membership as defined in Section (b) are not eligible for Associate membership.

(d) Student membership shall be assigned to individuals enrolled in an Opticianry program at an educational institution approved by the Board.  Opticians who qualify for membership as defined in Section (b) are not eligible for student membership.

 (e) Any individual eligible for membership under the Bylaws, upon making written application shall be considered for membership in the appropriate membership category.  The application shall include an agreement to abide by the Bylaws of the Opticians Association of Georgia and must include the payment of dues for the appropriate membership category as determined by the Board of Directors.  For membership approval, a majority vote of the Board of Directors shall be required at a regular or special meeting of the Board.

ARTICLE II - TERMINATION

(a) Active membership in this Association may be terminated for cause when a member no longer conforms to the membership requirements resulting from disciplinary actions by the Georgia Board of Licensed Dispensing Opticians.  A two-thirds majority vote of the Board of Directors is required. Upon termination, the member shall relinquish voting privileges and all other rights, privileges, and interest in the Association and its property.

CHAPTER III
ARTICLE I - FEES AND DUES

(a) Annual dues and initiation fees shall be promulgated by the board including the OAA assessment.

(b) The Board may from time to time increase or decrease the fees as deemed necessary.

(c) The initiation fee which accompanies each application shall only be refunded if the representative applicant is not admitted to membership. 

(d) Annual membership dues shall be due and payable on January 1st.

(e) Any member whose dues shall have been paid as herein before provided, and who shall not otherwise be under censure, discipline or suspension, shall be considered in good standing. 

(f) Any member whose dues shall not have been paid as herein before provided, shall be considered in arrears and shall be given written notice of such non-payment.

(g) Except as provided in sub-paragraph (f) of this Article, no notice of dues shall be required, membership in the Association being construed as waiver of such notice, and any member in arrears of dues shall not be entitled to vote until such dues are paid up-to-date.

CHAPTER IV
ARTICLE I - BOARD OF DIRECTORS

(a) The control and management of the Association and its properties shall be vested in a Board of Directors.

(b) There shall be a total of twelve (12) directors elected from the membership at large for a three (3) year term of office. The directors shall serve staggered terms such that four (4) incoming directors shall be elected each year. 

(c) Each candidate for the Board of Directors shall be an Active member of the Association in good standing and shall also have been a member of the Association in good standing for the year prior to nomination as a candidate.

(d) Upon recommendation by the Executive Committee, a delinquent director shall be subject to removal from the Board after two successive absences and a two-thirds majority vote by the Board of Directors.

(e) In the event of a vacancy occurring in the office of any Director, their successor shall be elected at the next meeting of the Board of Directors.  They shall hold office for the unexpired term of their predecessor.

(f) Except as otherwise herein provided, each Director shall hold office until their successor shall have been elected and qualified.

(g) Each and every Director must be a member of the Opticians Association of Georgia in good standing for the duration of their term or terms on the Board.

(h) In addition to the powers and authorities expressly conferred upon it by the Bylaws and Certificate of Incorporation, the Board may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws prohibited or required to be exercised or done by the members.

CHAPTER V
ARTICLE I - OFFICERS

(a) The Officers of the Association shall be a President, First Vice-President, Second Vice-President, Treasurer, and Secretary, each of whom shall be elected by the members at the Annual Meeting. The Immediate Past-President is also included as a de facto officer of the Association.

(b) Each Officer shall be elected for a term of one year, except as otherwise herein provided, and shall hold office until his or her successor shall have been elected and installed.

(c) Except for the Immediate Past-President, vacancies occurring in the office of any Officer shall be filled for the unexpired term by election at the first meeting of the Board of Directors after such vacancy occurs.

(d) Each candidate for Officer in the Association shall be an Active member of the Association in good standing and shall also have been a member of the Association in good standing for the year prior to nomination as a candidate.

(e) ) Each Officer must be a member of the Opticians Association of Georgia in good standing for the duration of their term .

(f) Each candidate for the office of President shall have prior service as President, First Vice-President, Second Vice-President, or other specific leadership experience acceptable by a two-thirds majority vote of the Board of Directors. In order to avoid conflicts of time and interest, candidates for the office of President shall not simultaneously serve as an officer of any other opticianry organization during their term of office.

(g) Honorary officer positions may be recommended by the Executive Committee and approved by the Board of Directors to be voted upon by the membership. Honorary positions shall be without voting privileges.

ARTICLE II - DUTIES

(a) The President shall preside at all meetings of the Association and at all meetings of the Board of Directors and the Executive Committee.  Subject to the advice and consent of the Board of Directors, the President shall appoint, supervise, and serve ex officio on all committees except the Nominating Committee.  He or she shall have general supervision of the Association, shall sign or countersign all certificates, contracts and other instruments of the Association as authorized by the Board and shall make an annual report to the members of the Association, shall perform all other duties as are incident to this office or are properly required by the Board.

(b) The First Vice-President shall have such powers and discharge such duties as may be assigned from time to time by the Board: during the absence or disability of the President, the First Vice-President shall become Acting President and in that capacity shall exercise all the functions of the President.

(c) The Second Vice-President shall have powers and discharge such duties as may be assigned from time to time by the Board: during the absence or disability of the First Vice-President, the Second Vice-President shall become Acting First Vice-President and in that capacity shall exercise all the functions of the First Vice-President.

(d) The Treasurer shall have custody of all monies and securities of the Association and, except as otherwise provided for, shall keep regular books of account.  He or she shall disburse the funds of the Association in payment of the just demands against the Association or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board from time to time as may be required an account of all his or her transactions as Treasurer of the Association.  He or she shall perform all such duties as are incident to this office or are properly required of him or her by the Board.

(e) The Secretary shall keep minutes and notify members of all meetings of the Association.  He or she shall have custody of the seal and all books and records of the Association.   The secretary shall generally be responsible for all correspondence, communications, and mail-outs for the Association.  The Secretary shall keep a record of the agenda and minutes of all meetings of the Association, Board of Directors, and Executive Committee that shall be made available for inspection at any time with appropriate notice by any member of the Association in good standing.  Except as otherwise provided herein; he or she shall make such reports and perform such other duties as are incident to the office, or are properly required of him or her by the Board..

(f) In the event of two successive absences from Board meetings, inability to act, non-performance, or unsatisfactory performance by any Officer and or any person herein or otherwise authorized to act in his or her place, an Officer or member of the Board may make a motion to delegate the powers or duties of such Officer to any person or persons whom the Board may select.  This motion shall require a two-thirds majority vote if proposed during a meeting or a simple majority vote if the proposal was made and distributed seven days in advance of the meeting.

(g) The Board may, by resolution, require any of the Officers to give bonds to the Association, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be deemed proper.

ARTICLE III – EXECUTIVE COMMITTEE

(a) The Officers of the Association shall serve as the Executive Committee.

(b) The Executive Committee shall make decisions between Directors meetings on all matters not assigned to other committees or previously acted on by the Board of Directors.

(c) The committee shall make a written report and defend all actions taken and decisions made to the Board of Directors, who may, at their discretion, reverse, modify and/or amend any action taken by the Executive Committee.


 

ARTICLE IV – NOMINATING COMMITTEE (Effective November 1,  2016)

(a) The nominating committee is formed each year to make recommendations to the Board of Directors and to the Association membership of candidates for the election of Officers and the Board of Directors of the Association.  The committee is not limited to propose only one candidate for each position and committee members are not excluded from nomination.

(b) Respecting Article II, Section (a); the committee shall consist of the Immediate Past President who shall chair the committee  and at least two Directors of the Association in good standing chosen by the Board of Directors by such method as the Board shall choose.

(c) The committee shall present the approved list of nominated candidates for Officers and the Board of Directors to the Association membership at least thirty (30) days in advance of the election at the Annual Meeting. In lieu of written publication, proper notification may be served by posting the approved list of nominated candidates on the web site of the Association.

ARTICLE V – STANDING COMMITEES

Standing committees shall be recommended by the President and appointed annually with the approval of a simple majority of the Board of Directors.  Additional committees and appointments may also be formed from time to time as recommended by the President and approved by the Board of Directors. The chairmen of each committee will make reports with recommendations for necessary action to the Board of Directors at each meeting.

CHAPTER VI
ARTICLE I - BOARD MEETINGS

(a) The Annual Meeting of the Board shall be held as soon as practicable after each Annual Meeting of the Association and other meetings of the Board may be called at any time by the President or by any four members of the Board, such special meeting to be held at such place or places as the Board may from time to time designate, and notice of such meeting shall be given to each Officer and Director at least three days prior thereto by telephone, telegram, letter or in person.

(b) The President and the Secretary shall serve respectively as the Chairperson and the Secretary of the Board, and the Board shall appoint such other officials and/or agents as may be necessary to carry on the business of the Board.

(c) Unless otherwise specifically provided by the charter, statute or Bylaws, the act of a majority of the members present at any properly convened meeting thereof shall be considered the act of the Board.

(d) Five members of the Board of Directors present at any meeting of the Board constitute a quorum.

ARTICLE II - MEMBERSHIP MEETINGS

(a) All Membership meetings of the Association shall be held in the State of Georgia.

(b) Regular Membership meetings shall be held annually and shall be termed "Annual Meetings” and the date and the place thereof shall be set by the Board of Directors.

(c) Notice of each Annual Meeting shall be given to the Members of the Association by mail at least ten days prior to the date of the meeting.

(d) A quorum at any meeting of the Association shall consist of ten (10) members in good standing thereof.

(e) The order of business at Annual Meetings of the Association shall be as follows:

1. Call the roll
2. Reading of minutes of the previous meeting
3. Communications
4. Report of the President
5. Report of the Treasurer
6. Report of the Committees
7. Unfinished business
8. New business
9. Election of Officers and Directors
10. Adjournment

(f) Unless there shall be objection thereto by any member entitled to vote, the chairperson at any meeting of the Association shall have authority, in his or her discretion, to alter, revise, or transpose the said order of business.

(g) Procedure and debate at all meetings of the Association shall be in accordance with "Roberts Rules of Order Revised"; in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

(h) At any election held at any meeting of the Association; any member entitled to vote may call for voting by ballot, in which event, it shall be so done; otherwise and upon any other question that may come before any meeting, voting shall be conducted as the Chairperson thereof may prescribe.

ARTICLE III - SPECIAL MEMBERSHIP MEETINGS

(a) Special Meetings of the Association may be called by the President or by a majority of the Board of Directors.

(b) A Special Meeting of the Association shall be called at any time upon the request of ten (10) members thereof in writing.

(c) Notice of the time and place of any Special Meeting shall be given by mailing a notice of the same at least five (5) days prior thereto, postage prepaid to each member of record of the Association, addressed to his last known post-office address.

(d) Business transacted at any Special Meeting shall be limited to the purposes stated in the notice thereof.

CHAPTER VII
ARTICLE I - ELECTIONS

(a) Except as otherwise herein provided, the election of Directors and Officers shall take place at the Annual Meeting.

(b) Except as otherwise herein provided, the terms of office of Directors shall commence on November 1 immediately after their respective elections to office.

(c) Except as otherwise herein provided, the terms of office for Officers elected at the Annual Meeting shall commence on November 1 immediately after their respective elections to office.

CHAPTER VIII
ARTICLE I - FINANCES

(a) Except as otherwise herein provided, the monies of the Association shall be deposited in the name of the Association in such bank or trust company as the Board shall designate, and amounts in excess of $1000.00 shall be drawn out only by check signed by the President and the Treasurer, or by two persons designated by resolution of the Board; all notes and other instruments for the payment of money shall be signed or endorsed by Officers as authorized from time to time by the Board.

(b) The Association may from time to time set up special funds for any specific purpose or purposes, such funds to be administered by a designated committee or by the Board, or by both such committee and the Board.

(c) There is hereby created a special fund to be known as the Legislative Fund.  This fund shall be administered by the Finance Committee that shall be appointed by the President of the Association, and disbursements there from shall be made on order of said committee.

CHAPTER IX
ARTICLE I - BOOKS AND RECORDS

The books, accounts and records of the Association, except as may otherwise be required by the laws of the State of Georgia, may not be kept outside of the State and they shall be open to inspection by the members at all reasonable times.

CHAPTER X
ARTICLE I - INSIGNIA

The Board shall regulate, govern and limit the use of badges, banners, buttons, certificates of membership, emblems, insignia, letterheads, medals, membership cards, seals, signs, stamps, symbols and any other indicia of the Association, none of which shall be used in any manner whatsoever without authorization by the Board except as otherwise provided by these Bylaws, and except when such use thereof shall be required by any Director, Officer, or agent of the Association in the performance of their duties.

ARTICLE II - MEMBERSHIP CARD

Each Association member in good standing shall receive a Membership Card upon payment of initiation fee and current dues.

CHAPTER XI
ARTICLE I - RESIGNATIONS

(a) If at any time any member holding office shall desire to resign from such office, he or she shall give notice of such intention in writing to the Secretary who shall present such resignation to the Board at the next meeting thereof.

(b) If at any time any member shall desire to resign from membership in the Association, he or she shall give notice of such intention in writing to the Secretary who shall present such resignation to the Board at the next meeting thereof, but no such resignation shall be accepted from any member in debt to the Association.

CHAPTER XII
ARTICLE I - AMENDMENTS

Amendments to these Bylaws may be made by two-thirds vote at any meeting of the Association.  

CHAPTER XIII
ARTICLE I - CODE OF ETHICS

Any person violating any provision of the Chapter shall be subject to expulsion from the Association by vote of the Board of Directors.

My standards shall have in them a note of sympathy for all humanity.

My dealings and ambitions shall always cause me to take into consideration my highest duties as a member of society.  In every position in Ophthalmic Dispensing, in every responsibility that comes before me, my chief thought shall be to fill that responsibility and discharge that duty so when I have ended each of them I shall have lifted the level of human ideals and achievements a little higher than I found them.  In view of this, it is my duty as a member of the Opticians Association of Georgia;

First: To consider my vocation worthy, and as affording me distinct opportunity to serve society.

Second: To improve myself, increase my efficiency and enlarge my service.

Third: To realize, as an Ophthalmic Dispenser ambitious to succeed, that I must first be an ethical man or woman, and wish no success that is not founded on the highest plane of justice and fairness.  I pledge myself not to rebate, realizing that all interests are best served when ethical conditions exist in the eyecare field.

Fourth: To hold that the exchange of my goods, services and ideas for profit is legitimate and ethical, provided that all parties in the exchange are benefitted thereby.

Fifth: To use my best endeavors to elevate the standards of Ophthalmic Dispensing and so to conduct the same that other Opticians may find it wise, profitable and conducive to happiness to emulate by example.

Sixth: To conduct Ophthalmic Dispensing in such a manner that I may give a perfect service equal to or even better than my competitor, and when in doubt to give added service beyond the strict measure of debt or obligation.

Seventh: I shall at all times endeavor to make quality the fundamental thought in serving customers.

Eighth: To do everything possible toward the conservation of human eyesight, using my best efforts in cooperation with the Eye Practitioner.

Ninth: To make myself worthy of the confidence placed in me by the Opticians Association of Georgia and do everything possible to be worthy of membership in the Association.

Tenth: To oblige myself to take no unfair advantage of a competitor nor consider personal success legitimate or ethical which is secured by taking unfair advantage of certain opportunities that are absolutely denied others.
 

 ARTICLE II – STANDARDS OF CONDUCT AND ETHICAL GUIDELINES 

These Standards of Conduct and Ethical Guidelines describe how Association members and directors should conduct themselves to be ethical and accountable in all aspects of operations, including leadership, financial management and fundraising.  Both the Association’s board and staff members should act in the best interest of the membership, setting aside any personal interests or the interests of third parties.  Adherence to the following standards is expected from all Association Executive Committee Members, Directors, Professional Staff Members and the general Association Membership.

              (a) Maintain exemplary standards of professional conduct. 

(b) Actively model and encourage the integration of ethics into all aspects of management of the association. 

 (c) Pursue the objectives of the association in ways that are ethical. 

 (d) Maintain the confidentiality of all privileged information, except when so doing becomes an ethical or legal breach of conduct. 

(e) Serve all members fairly, holding foremost the interests of the association and its profession; faithfully executing all duties and never using one’s position for undue personal gain; and promptly and completely disclosing to appropriate parties all potential and actual conflicts of interest. 

 (f) Actively encourage all people qualified or eligible to be a part of the association to participate in the activities and leadership of the association as appropriate. 

 (g) Communicate all internal and external association information to the elected leadership and membership of the association in a truthful and accurate manner to facilitate timely execution of their fiduciary responsibilities. 

 (h) Actively advance, support, and promote association membership and the profession of association management through word and deed.

 (i) Assure that all actions and behaviors promote the favorable image of the Association, its members and its officers.

 (j) Avoid potential conflict of interest and personal gain or any appearance of a conflict or impropriety.

 (k) Promote the integrity, reputation, administration and operations of all the affairs of the association and avoid any conduct, whether on or off duty, that could cause embarrassment or disrepute to the Association.

(l) Any person violating any provision of the Chapter shall be subject to expulsion or reprimand from the Association by a two-thirds vote of the Board of Directors.
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