The name of this association will be the Opticians Association of Ohio, Inc. also known as OAO, a non-profit 501(c)(6) professional association incorporated in the State of Ohio.

The purposes and objectives of OAO shall be the following:

1. To encourage public opinion regarding the value of opticians and accurate optical dispensing services, to defend each person's freedom of choice in obtaining these services, and to support licensed Opticianry through legislative and regulatory efforts.
2. To promote membership awareness by networking among members and non-members for increased fellowship.
3. To promote advancing the science and art of Opticianry and encourage increasing the scope of practice of licensed opticians.
4. To provide educational programs, to maintain and elevate optical competencies and knowledge base for higher standards in the performance of the membership in their profession as licensed opticians.

Election of Officers – The elected officers of the OAO shall be President, Vice President and Secretary–Treasurer. All officers must be a member in good standing for at least one year, be elected at the Annual Meeting and hold office until their successors be elected and qualified. The office of President can only be held by those individuals who have served as the, Vice President or Past President, or as determined by the Board of Trustees. The elected officers may serve up to two (2) consecutive one-year terms, or as so determined by the Board of Trustees.

Section 1:   President – The President shall preside over all meetings of the OAO and shall call regular meetings to order. The President may also call special meetings, as provided under article X, section 3. The President shall appoint such committees, and committee chairs, as may be deemed necessary or advisable to carry on the activities of the Association, as provided under Article IX, and shall be a member ex-officio of all committees.

Section 2:   Vice President – The Vice President, in the absence or incapacitation of the President, shall perform the duties of the President.

Section 3:   Secretary-Treasurer – The Secretary–Treasurer shall review all transactions and make a report available at the annual meeting and at such other times as the President may direct. In the absence of the President and Vice President, the Secretary –Treasurer shall preside.

Section 4:   Power of the Board of Trustees – The Board of Trustees shall have the power to hold meetings and to establish and collect fees for services rendered. Such authority shall include, but is not limited to, fees for admissions to meetings, seminars and other activities sponsored by OAO and for special services rendered to other interested parties.

Payment of meeting registration fees shall not, however, be required for attendance at the annual business meeting of the OAO. The Board of Trustees shall have full power to transact all business and shall have general charge of the affairs of the corporation.

The President, Vice President and/or Executive Director shall provide a general report of the past year’s activities and make available the minutes of the previous annual meeting, at each annual meeting.

Section 5:   Removal of Trustee – A Trustee that is consistently negligent regarding communication, as requested by the President, and/or Executive Director, and/or has three (3) unexcused absences from the Board of Trustees meetings within a 12 – month – period may be removed from the Board by a two-thirds (2/3) vote of the Trustees present at a board meeting. Any one or more of the Trustees may be removed for cause after due hearing by vote
of two-thirds (2/3) of the members present or any special meeting the members called for that purpose.

Section 1:   Committee Service – Any person appointed to a committee of the Association shall also be required to be a member of the Opticians Association of Ohio during the term of their appointment. All committee chairs are requested to prepare and submit reports for each OAO Board meeting and solicit or write articles/columns for the quarterly OAO electronic newsletter.

Section 2:   Executive Committee – There shall be an Executive Committee comprised of the President, the Immediate Past President, the Vice President, and the Secretary –Treasurer. This Committee may exercise the powers of the Board of Trustees when the Board is not in session but only when authorized to do so by the Board, and must report to the Board at its next meeting of all action taken. Meetings may be called by the President or two (2) of the committee members.

Section 3:   Nominating Committee – The President shall appoint a Chair of the Nominating Committee of which shall be comprised of three (3) members, one (1) of which may be from the general membership. It shall be the duty of the Nominating Committee to select candidates for the offices of President, Vice President, Secretary–Treasurer and Trustees whom are to be elected at the next annual meeting in place of those whose terms will expire. The membership shall be solicited electronically for nominations. The consent of the nominee to serve must be
obtained before placing his or her name in nomination.

A list of the nominees shall be sent to the members of the Association by electronic mail at least thirty days (30) before the date of the annual meeting. A ballot should be prepared as directed by the Chair of the Nominating Committee.

Section 4:   Finance Committee – The Finance Committee shall be comprised of the President, the Vice President, the Secretary–Treasurer. The Secretary – Treasurer shall serve as Chair. This committee shall prepare annual written budget recommendations for submission to the Board of Trustees. The Committee, or Executive Director shall, as needed, perform such other duties, including a review of the financial records that will be performed by an
independent accounting firm.

Section 5:   Membership Committee – The President shall appoint a Chair of the Membership Committee of which shall provide input and recommendations to enhance membership growth and retention of the Association.

Section 6:   Education Committee –The President shall appoint a Chair of the Education Committee of which shall provide input and recommendations in the creation, development, implementation, delivery and evaluation of Association continuing education initiatives.

Section 7:   By Laws Committee – The President shall appoint a Chair of the By Laws Committee of which shall review the By Laws every 5 years, or as needed, as determined by the board of trustees.

Section 8:   Partnership Committee – The President shall appoint a Chair of the Partnership Committee of which provide an effective process for identifying, recruiting, retaining and recognizing Partners. The Committee will work with staff to secure Partnerships to enhance the Association.

Section 9:   Marketing Communications Committee – The President shall appoint a Chair of the Marketing Communications Committee of which shall provide input and direction for Association marketing and communications projects and programs. Committee members shall work with staff in tandem with other OAO committees to create seamless marketing communications efforts.

Section 10: Apprentice Education Committee - The President shall appoint a Chair or Co-Chairs of the Apprentice Education Committee. The committee shall provide a curriculum to give the apprentices essential basic knowledge and confidence. The Committee will create, develop, and implement these sessions.

Section 11:   The President may appoint the following Committees, or any other Committees as deemed needed by the Board of Directors.

• Legislative and Government Affairs Committee
• Student Committee

These By Laws may be altered, amended or repealed at any meeting of the Association by a vote of two-thirds (2/3) of the Members present and duly noticed to the entire membership at least thirty (30) days prior to the date of the meeting. Members may be notified electronically of amendments.

Basic parliamentary procedure shall be used as a guide for meetings of the Association or its Committees, when not in conflict with its Constitution or By – Laws.

To the full extent authorized under the laws of the State of Ohio, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the
foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2:   Expenses - Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled
to be indemnified hereunder.

Section 3:   Insurance - The corporation shall purchase and maintain liability insurance on behalf of any
person who is or was, director, officer, employee, or agent against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of such person’s status as such, whether or not the corporation would have
the power or obligation to indemnify such person against such liability under this
Article.