ARTICLE I

The name of this Association is “Mississippi Optometric Association,” a Mississippi Corporation with the office located in the state of Mississippi (herein referred to as “Association.”)

ARTICLE II

The objectives of this Association are to unite and affiliate into one organization all optometrists in the State of Mississippi for the purpose of advancing the profession and science of Optometry through the acquisition and dissemination of vision and health care knowledge; elevate the standards of optometric practice individually and collectively: promote a friendly and co-operative relationship between members of the optometric profession in this and other states; educate the public regarding the value and importance of optometric science, service and treatment; supporting legislation favorable to the public health and welfare; foster cordial interprofessional relations with kindred professions of the health and social science fields.

ARTICLE III

MEMBERSHIP

Membership in the Mississippi Optometric Association shall reflect requirements of the American Optometric Association.  Membership categories shall be outlined and defined in policy.

ARTICLE IV

SUSPENSION, REMOVAL OR RESIGNATION FROM MEMBERSHIP

Section 1.

A member who fails to maintain active membership or fails to pay dues or assessments to this Association shall be suspended or removed from membership.

Removal from membership for reason of failure to pay dues or assessments shall not relieve that member from liability for any unpaid dues or assessment except by action of the Board of Directors.

Section 2.

A member may be suspended or removed from membership by the Board of Directors by reason of revocation of licensure to practice optometry or upon violation of any State rule or regulation related to the practice of optometry, or Code of Ethics of this Association. In such cases, the Board shall send such member, by certified mail, return receipt requested, a statement of the charges with fifteen (15) days after receipt thereof to respond to such charge by mailing a response by certified mail, return receipt requested to the Secretary-Treasurer. The Board of Directors may thereafter hold a hearing at which such member shall be given reasonable opportunity to present evidence and to be heard in defense of the charges. The member may be suspended or removed from membership by two-thirds (2/3) vote of the Board.

Section 3.

A member may resign from membership by presenting a statement in writing to the Board of Directors. Acceptance of a member’s resignation by the Board of Directors shall not relieve that member from liability for any unpaid dues or assessments except by two-thirds (2/3) vote of the Board of Directors.

ARTICLE V

DUES/ASSESSMENTS

Section 1.

Dues for each category of membership shall be determined by the Board except for honorary and life members who shall not be required to pay dues. Special dues classifications established by the American Optometric Association and adopted by the Mississippi Optometric Association shall follow the guidelines set forth by the American Optometric Association. The Board of Directors of the Mississippi Optometric Association may override the guidelines set forth for special membership classifications by the American Optometric Association or reject a special membership category by a two-thirds (2/3) vote of the Board.

Section 2.

Said dues will be paid in any of the authorized methods. The authorized methods for payment of dues shall be reviewed periodically and identified in policy.

Section 3.

A member’s dues shall be considered in arrears if he/she falls more than six months behind in dues owed.

Section 4.

If a member is suspended for dues delinquency or resigns with dues in arrears, the member immediately relinquishes all MOA and AOA benefits, logos and property belonging to the Associations.

Section 5.

A member may apply for reinstatement upon payment of a reinstatement fee of $100.00 plus the six-months arrearage based on current dues structure.

ARTICLE VI

OFFICERS AND THEIR ELECTION

Section 1.

Officers: The officers of this Association shall consist of a: President, President-Elect, Vice President, and Secretary-Treasurer, and the Immediate Past President.

Section 2.

Directors: The Board will have eight members in addition to the officers. It will be composed of one member from each of the five Congressional districts as existing on January 1, 1980, and three members who will be elected at-large at the November membership meeting. Members will serve a three-year term, but terms will be on a staggered basis. Initially terms will be for one, two or three years. This will begin with the first election cycle following adoption.

Section 3.

Nomination of all elective officers and board members shall be made by a nominating committee appointed by the President and presented at the annual summer membership meeting. No member shall be eligible for nomination as an officer unless he has been an active member of this Association for five (5) years preceding nomination. Further nominations may be made from the floor at the annual summer membership meeting.

Section 4.

Officers and board members shall be installed and assume their duties at the winter membership meeting.

ARTICLE VII

DUTIES OF OFFICERS/BOARD OF DIRECTORS

Section 1.

The President shall preside at all meetings of the Association and at all meetings of the Board of Directors, appoint committees not otherwise provided for, appoint officers to fulfill the un-expired term of an office that may become vacant, appoint ex-officio (non-voting) members to the Board, such as the Optometric member of the State Board of Health, call special meetings as is elsewhere provided, and certify to and preside over all official acts of the Association. The President shall serve as Chairman of the Executive Committee.

Section 2.

The President Elect shall in the absence or disability of the President, perform his duties along with other duties which may be assigned to him/her and shall be a member of the Executive Committee. The President Elect may be appointed to chair the Strategic Planning Task Force and/or to serve as the Strategic Plan Champion to monitor and report on progress.

Section 3.

The Vice-President shall serve as an officer and fulfill duties of the President-Elect in his/her absence, and other duties assigned by the President and shall be a member of the Executive Committee.

Section 4.

The Secretary-Treasurer shall be the corresponding and recording officer of the Association and shall keep an accurate record of all proceedings, transactions and acts of the Association and of the Executive Committee or cause the same to be done.

He/she shall receive all applications for membership and/or certificates of membership.

The Secretary-Treasurer shall exercise supervision over the financial affairs of the Association. He/she shall receive all monies of the Association, which shall be deposited by him/her in the name of the Association in the financial institutions designated by the Executive Committee and approved by the Board of Directors to receive such funds or cause the same to be done. The President, Secretary-Treasurer and/or any member designated as his/her representative and approved by the Executive Committee shall be designated to sign all checks for the Association. The Executive Director shall be permitted to sign checks only for those items necessary for the normal operations of the association as defined by the budget approved at the yearly membership meeting. It shall be the duty of the Secretary-Treasurer to keep an accurate account of the finances for the association and the accounting books shall be open during normal business hours for the inspection or examination by the Executive Committee or any Committee or anyone appointed by them for that purpose. The Secretary-Treasurer shall submit quarterly financial reports to the Executive Committee and the Board of Directors.

A Budget Committee appointed by the President and/or a certified public accountant shall make an examination of the Secretary-Treasurer’s accounting records at the end of each fiscal year and the audit report submitted promptly to the Executive Committee and Board of Directors. This report shall be made available to the members at the next scheduled meeting of this Association. The Budget Committee will serve as an Audit Committee to interface with the independent CPA when an audit, review or compilation is undertaken.

At the expiration of his/her term of office he/she shall promptly deliver all books, papers, records and property of the Association in his /her possession or under his/her control to his/her successor or to a member designated by the Executive Committee.

The Secretary-Treasurer shall file an annual financial report to the members at the annual meetings.

The Secretary Treasurer shall be a member of the Executive Committee.

Section 5.

The Secretary-Treasurer, the Executive Director, and any other officer, committee member, or member of the association who shall have access to financial accounts by these bylaws or action of the Board of Directors or the Executive Committee shall be bonded by the association with funds paid out or the treasury of this Association.

Section 6.

The immediate past President shall serve as Counsel to the President, be Chairman of the nominating committee and serve as a member of the Executive Committee.

Section 7.

The Board of Directors shall take such action and pass approval on all official acts, programs, functions, and matters concerning the official functioning of the Association.

Section 8.

The Board of Directors may establish such committees, districts and departments as from time to time seems necessary to the function of the Association. Appointments will be made by the incoming President at least 30 days prior to taking office. The Board of Directors shall have authority to authorize the expenditure of Association funds and to enter into agreements for necessary legal services and/or public relations officer and/or executive director and/or other professional services on such terms as are necessary to carry out the programs and purposes of the Association.

Section 9.

Quorum of the Board: At any meeting of the Board of Directors a majority of the Officers and members of the Board shall constitute a quorum for the transaction of the business of the Association.

Section 10.

Meetings of the Board: Meetings of the Board of Directors shall be held as needed or no less than four (4) times during each administrative year at such time and place as the President may prescribe. Notice of such meetings shall be given to the officers and directors not less than fifteen (15) days before the meeting is held.

Section 11.

The voting rights of an officer or director shall not be delegated to another nor exercised by proxy.

Section 12.

The Officers, Board of Directors, and committee members acknowledge that service to the Association is voluntary and they shall serve without salary or compensation other than receipted expenses as provided for by the budget.

Section 13.

Any Officer or Director who must be absent from a Board meeting of the Association must receive written permission from the President. Any Officer or Director absent more than two meetings without being excused from the meeting with written notification shall be removed from office by the President, and such office shall be filled in accordance with Article VII, Section 1.

Section 14.

The fiscal year of this Association shall be January 1 through December 31.

ARTICLE VIII

EXECUTIVE COMMITTEE

Section 1.

The Executive Committee shall be composed of the President as Chairman, President-Elect, Vice President, Secretary Treasurer, and the Immediate Past President.

Section 2.

The Executive Committee may act in place of the Board of Directors between board meetings on all matters, except those specifically reserved to the Board by these By Laws, pursuant to delegation of authority to such Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board of Directors for ratification by mail or at the next Board Meeting.

Section 3.

The Executive Committee shall develop and maintain a policy manual.

Section 4.

The Executive Committee shall review and update all policies on a biannual basis.

ARTICLE IX

EXECUTIVE DIRECTOR

Section 1.

The Executive Committee may engage the service of an Executive Director by three-fourths (3/4) majority vote of the Executive Committee and confirmed by a majority vote of the Board of Directors.

Section 2.

If a vacancy in the position of an Executive Director should occur, the Executive Committee shall interview all suitable candidates, and if by three fourths (3/4) majority vote of the Executive Committee, agreement on any one person is reached, such person may be employed and confirmed by a majority vote of the Board of Directors.

Section 3.

An Executive Director shall be paid on a fiscal year basis, in such annual amount and by periodic installments, as may be mutually agreeable.

ARTICLE X

DUTIES OF THE EXECUTIVE DIRECTOR

Section 1.

An Executive Director shall keep a current inventory of all association property in his/her custody and shall furnish copies of the same to the Executive Committee.

Section 2.

The Executive Director shall perform any other duties as may pertain to his/her office or which may be assigned to him/her by the President or requested of him/her by the Executive Committee not in violation of the Constitution and By Laws of this Association.

Section 3.

An Executive Director may be delegated all or part of the duties assigned to the Secretary-Treasurer as prescribed by these By laws Article VII, Section 4 and approved by the Executive Committee.

Section 4.

The Executive Director shall be allowed expenses for maintenance of his/her office, travel and housing, while on association business as approved by the Executive committee or as directed by the approved budget for the office.

Section 5.

The Executive Director shall be authorized to employ, acquire, or terminate such assistance as necessary for the efficient functioning of his/her office subject to the approval from the Executive Committee or as directed by the approved budget for the office.

Section 6.

The Executive Director need not be an optometrist or a member of the Mississippi Optometric Association, but shall become a member of the International Association of Optometric Executives as long as the Mississippi Optometric Association maintains affiliation with the American Optometric Association.

ARTICLE XI

RESERVE FUND

Section 1.

The Board of Directors shall establish and maintain a reserve fund to be held as separate accounts in secure investments.

Section 2.

Any part of the Reserve Funds may be spent though an action by the Board of Directors, providing that the action is approved by a 2/3 majority of the board. The board may approve a one year use of funds without approval of the membership, but if the project is to extend beyond one year, or use over half of the amount in the reserve funds, the use of the Reserve Funds must be approved by a single majority vote of the members present and voting at the annual meeting or a special meeting called for this purpose.

ARTICLE XII

MEETINGS

Section 1.

There shall be an annual meeting of this Association each fiscal year, and an additional membership meeting, one to be held in the winter and one in the summer; the dates and places to be selected by the Board. Other meetings may be called by the President, the time, place and object of such meetings to be announced to the membership, provided that fourteen (14) days written or electronic notice has been provided to all members.

Section 2.

Twenty-five percent (25%) of members in good standing shall constitute a quorum of the Association.

Section 3. Voting by Electronic Means

Proposals to be offered to the membership for a mail vote, or by electronic communication accepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by fifty (50) regular members in which case Board approval shall not be necessary. On any mail or electronic vote, no less than forty percent (40%) of all regular members shall cast a ballot to constitute a valid action and majority of those voting shall determine the action. The voting rights of a member shall not be delegated to another nor exercised by proxy.

Section 4.

The meetings and proceedings of this Association shall be conducted according to an authority on parliamentary procedures as adopted by the Board of Directors and noted in Association policies.

Section 5.

Telephone and Electronic Meetings: Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting by means of a telephone conference or similar communications equipment by means in which all persons can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Emergency meetings may be initiated by the President to conduct business on a single issue. An attempt will be made to contact all board/committee members.

ARTICLE XIII

LOCAL SOCIETIES

Section 1.

The formation of local Societies is authorized for the purpose of the vision welfare of the public and efficient functioning of this Association.

Section 2.

Geographical boundaries of Local Societies will be reviewed periodically and established by policy.

ARTICLE XIV

AFFILIATION

This Association shall continue to maintain affiliation with the American Optometric Association (AOA), the Southern Council of Optometrists, and other professional associations as approved by two thirds (2/3) vote of the Board of Directors unless otherwise voted by a (2/3) vote of those present and voting at the annual meeting or a special meeting called for such consideration.

ARTICLE XV

CODE OF ETHICS

Section 1.

A Code of Ethics shall be established and maintained in a policy manual.

Section 2.

Members shall also adhere to the Code of Ethics as adopted by the American Optometric Association.

ARTICLE XVI

AMENDMENTS

These Bylaws may be amended at any regular meeting or at a special meeting called for the purpose, by a two thirds (2/3) vote of members present providing each members has been provided a copy of the proposed amendment thirty (30) days prior to the vote being taken.

ARTICLE XVII

DISSOLUTION

Upon dissolution of the Association the Board of Directors shall, after paying or making provision for payment of all liabilities of the Association, dispose of all the assets of the Association, exclusively for the purposes of the Association in such manner, or to such organization or organizations, organized and operated exclusively for the same or similar purposes as shall at the time be permitted by the laws of the State of Mississippi, as the Board of Directors shall determine. No such asset shall be distributed to or insure to the benefit of any employee, member, board member, or officer of this association or any other private person. Any such assets not so disposed of shall be disposed of to the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

ARTICLE XVIII

AUTOMATIC REVIEW

The President shall appoint a committee to review these By Laws in 2005 and every five years thereafter.

This is to certify that the foregoing was approved and adopted at a general membership meeting of the Mississippi Optometric Association, Inc.

Date: June 7, 2013

Mike Weeden, O.D.
Secretary-Treasurer

Eric Randle, O.D.
President