ARTICLE 1
Membership

SECTION 1. Regular Membership. Any Optometrist who has been duly licensed and who is engaged in the practice of Optometry within the State of Alaska and is of good moral character, who shall agree to abide by the Certificate of Incorporation and the bylaws of this Association shall be eligible for membership in the Association. Any eligible person may, on election, as hereinafter provided, become a member of the Association with full member privileges. All regular members shall be entitled to vote at any meeting of the Association.

SECTION 2. Partial Practice Membership. Any Optometrist who has been duly licensed and who is engaged in the practice of Optometry sixteen (16) or fewer hours per week in compensated optometrically related activities within the State of Alaska and is of good moral character, who shall agree to abide by the Certificate of Incorporation and the bylaws of this Association shall be eligible for partial practice membership in the Association. Any eligible person may, on election, as hereinafter provided, become a member of the Association with full member privileges. All partial practice members shall be entitled to vote at any meeting of the Association.

SECTION 3. Federal Service Membership. An optometrist on active duty in the armed services of the United States or on active duty in the Commissioned Corps of the United States Public Health Service or a full-time employee of the Veteran’s Administration or other federal governmental entity who is a member in good standing of the Armed Forces Optometric Society (AFOS) and the American Optometric Association (AOA), shall be a federal services member of this Association.  Such membership may continue until the end of the calendar year in which the federal services member retires or is released from active duty in the armed services or the U.S. Public Health Service or leaves the full time federal service.  All Federal Service members shall be entitled to vote at any meeting of the Association.

SECTION 4. Student Membership.   A student of optometry in a school or college accredited or pre-accredited by the Accreditation Council on Optometric Education who is a member in good standing of the affiliated association for such students shall be a student member of this association.  Such student membership may continue until such student has graduated and been licensed to practice.  Such student membership shall not continue after the end of the calendar year in which the student member has been licensed to practice, and in no event shall continue for more than eighteen (18) months after graduation.  Student members shall not be entitled to the privileges of the floor or entitled to vote.

SECTION 5. Associate Membership.   The following individuals shall be eligible for membership in the association as Associate Members:

1. An individual, not licensed to practice optometry, who holds a faculty or administrative position in an educational institution or program accredited by the Council on Optometric Education.
2. A paraoptometric who is and continues to be sponsored by an optometric physician who is a Regular Member of the AKOA.
3. An individual, not licensed to practice optometry, who has a substantial interest in the profession of optometry and who contributes to the advancement of the objects of this association.
4. An individual, whether licensed to practice optometry or not, who is not actively engaged in the private practice of optometry and is not eligible for membership in another category; and whose membership the Board of Directors finds would be of value to the association.
5. An AOA member who practices outside of the state of Alaska.

Application for Associate Membership shall be made directly to this association.  AKOA Associate Membership does not affiliate with the American Optometric Association.  Such membership shall become effective upon approval by the AKOA Board of Directors, and may continue as long as the individual continues to satisfy the qualifications. Associate members shall not be entitled to the privileges of the floor or entitled to vote.

SECTION 6. Retired Membership. An optometrist who has been a regular or partial practice member and is no longer engaged in compensated optometrically related activities, whose status is certified annually as a retired member, and has not been approved for life membership in the Association may be a retired member. Retired members shall be entitled to the privileges of the floor, but shall not be entitled to vote.

SECTION 7. Life Membership. Any member of the Association who has been a member for more than 35 years and who has rendered distinguished service to the profession may become a life member upon vote by the Association at a duly constituted meeting. All nominations made for life membership shall be reported by the secretary to the members of the Association prior to the meeting. Life members shall be entitled to the privileges of the floor, but shall not be entitled to vote.

SECTION 8. Honorary Membership. Persons of distinction who have rendered outstanding service to this Association or to the profession of optometry may be elected by the Association to honorary membership. All nominations for honorary membership shall be reported to the members of the Association by the secretary prior to the meeting at which such action is proposed to be taken. Honorary members shall be entitled to the privileges of the floor, but shall not be entitled to vote.

SECTION 9. Election of Members. All applications for regular membership shall be reported by the secretary to the Association at any duly constituted meeting or to the Board of Directors for action; and upon an affirmative vote of two-thirds (2/3) of the members present at any duly constituted meeting of the Association or by unanimous vote of the Board of Directors, an applicant shall be deemed elected to membership.

SECTION 10. Certificate of Membership. Each member of the Association shall receive a certificate of membership. This certificate of membership shall remain the sole property of the Association and this certification is recallable at any time in the discretion of the Association.

SECTION 11. Expulsion. The Association may censure, suspend or expel any member for unethical conduct or practice or other good cause after notice and hearing and a two-thirds (2/3) affirmative vote of the members present at any duly constituted meeting of the Association.

SECTION 12. Reinstatement of Members. Any member that has resigned or has been suspended, expelled or dropped from membership may be reinstated by payment of one (1) year’s dues in advance and the affirmative vote of two-thirds (2/3) of the members present at any duly constituted meeting of the Association.

ARTICLE II
Dues

Section 1. Dues. The annual dues for Regular Membership of this association shall be an amount established by the Board of Directors.  The annual dues of this association shall be reduced for the following class of members:

a. Partial Practice Dues. The annual dues for a partial practice member shall be forty percent (40%) of the annual dues of a regular member.

b. Federal Service Member Dues. The annual dues for a federal service member shall be one hundred percent (100%) of the annual dues of a regular member reduced by the amount of dues paid to the Armed Forces Optometric Society (AFOS).

c. Associate Member Dues.  The annual dues for an associate member shall be 10% of the annual dues of a regular member.

d. Student Member Dues.  The annual dues for a student member shall be  5% of the annual dues of a regular member.

e. Retired, Life and Honorary Members. A retired, life or honorary member shall not be required to pay any dues to the Association.

SECTION 2. Payment of Dues. All dues are payable at the beginning of the calendar year and shall be paid during the month of January of the same year. All dues must be paid by January 31st in order for a member to remain in good standing. Dues will be paid to the Alaska Optometric Association. Any member who is in default of his dues after a period of three (3) months shall automatically be dropped from membership and the secretary and/or treasurer of the Association shall strike the name from the roll of members.

SECTION 3. Waiver of Dues. A member who, by reason of economic misfortune or partial or total disability, is unable to assume the responsibility of paying full dues may, upon action of the Board of Directors have the dues waived or reduced for any given year.

ARTICLE III
Meetings

SECTION 1. Annual Meetings. The Association shall hold an annual meeting at a time and place as determined by the Board of Directors with input from the membership. Notice of the annual meeting shall be provided to the membership not less than 60 days before the date of said meeting.

SECTION 2. Special Meetings. Special meetings of the Association may be called by the president or upon written request of at least twenty (20) active members of the Association. “The president, in consultation with the president elect, vice-president, secretary and/or treasurer, shall determine the time and place of the special meeting. The secretary shall give notice of special meetings to the membership of the Association at least twenty (20) days prior to said meeting. The notice shall set out the time, place and the business to be transacted at the special meeting and only such business as is set out in the notice shall be considered at the special meeting.

SECTION 3. Quorum. A majority plus one of the duly registered members present shall be necessary to constitute a quorum for the transaction of business at any meeting of the Association.

SECTION 4. Voting. At all meetings of the Association, all questions shall be determined by a majority vote of the Association, unless otherwise provided for in the Bylaws. In the event of a tie vote, the presiding officer of the meeting shall cast the deciding vote; provided, however, that questions relating to amendment of the Certificate of Incorporation or Bylaws shall be determined as provided by Article X and Article XI respectively, of these Bylaws. The election of officers and members shall be by ballot unless waived by the Association; all other voting is to be by a showing of hands; provided, however, that any member may move for, and upon the approval of a two-thirds (2/3) affirmative vote of the Association shall be entitled to a roll call vote of the members present.

ARTICLE IV
Officers and Directors

SECTION 1. Officers and Directors. A. The officers of this Association shall be a president, a president elect, a vice-president, a secretary, and a treasurer. In addition to the designated officers who shall also act as corporate directors, the Board of Directors shall consist of the immediate past president.  The Board of Directors shall be in charge of organizing the annual convention and educational seminars as directed by the president.

B. Officers shall be elected bi-annually at the Annual Meeting by the majority vote of those present and voting.  President elect shall assume duties of the president upon completion  of the current presidents’ term and approval by the Board of Directors.

C. Officers shall serve for a term of two (2) consecutive years or until their successors are installed. No officer, except the secretary or treasurer, shall be elected to the same office for more than two consecutive terms. A corporate officer (president or vice-president) may serve more than two terms as long as said terms are not consecutive.

SECTION 2. President. The president shall preside at all meetings of the Association; call special meetings; appoint all committees not otherwise provided for in the Certificate of Incorporation and these Bylaws; designate the chair of all committees and similar subordinate bodies; fill all vacancies for the unexpired terms of chairs and members of committees and similar subordinate bodies, and shall approve all disbursements of the Association. The President shall have the authority to authorize corporate expenditures up to Two Thousand Dollars  ($2,000.00), and the payment of the American Optometric Association (AOA) dues assessed on a per capita basis which may exceed the amount of Two Thousand Dollars ($2,000.00).

SECTION 3. President Elect.  The president elect shall perform all executive functions and other duties as shall be assigned to him by the president or the Board of Directors.  In the event of the failure or inability of the president to perform the duties of the office as determined by the Board of Directors, the president elect shall assume the duties of the president.

SECTION 4. Vice-President. The vice-president shall perform all executive functions and other duties as shall be assigned to him by the president or the Board of Directors. In the event of the failure or inability of the president elect to perform the duties of the office as determined by the Board of Directors, the vice-president shall assume the duties of the president elect.

SECTION 5. Secretary. The secretary shall keep a record of all meetings of the Association and Board of Directors; conduct all correspondence; transmit to the president a copy of all correspondence; notify all officers and committees of their election and appointments; give notice to all members of all meetings.

SECTION 6. Treasurer. The treasurer shall sign orders for disbursements; sign checks for properly authorized corporate expenditures; and oversee applications for membership. The treasurer, with approval by the president, shall be authorized to expend corporate funds up to the amount of Two Thousand Dollars ($2,000.00), and the payment of the annual AOA dues which may exceed Two Thousand Dollars ($2,000.00).

The treasurer shall keep all funds of the Association in Board-approved depositories and investments, and shall make proper disbursements therefrom with the approval of the president; keep a correct record of all income, disbursements and transactions and make a complete yearly report to the Association at the annual meeting each year; make a full and detailed report of the financial affairs of the Association at any time upon the request of the president; and at the expiration of his term he shall deliver to his successor all funds, papers, books and property of the Association. The annual report of the treasurer shall be examined by an independent certified public accountant and the report shall be submitted to the members of the Board of Directors in advance of the presentation to the membership at the Annual Meeting.

SECTION 7. Executive Director. The Board of Directors may elect and may describe the duties of an Executive Director who shall hold office at the pleasure of the Board of Directors. The Executive Director need not be a member of the Association. Funding for the position of Executive Director must be approved by a majority vote of the Board of Directors.

SECTION 8. Duties. The officers of the Association shall perform the duties herein set out, together with such other duties as shall be prescribed by the Certificate of Incorporation, these Bylaws, or the Board of Directors.

SECTION  9. Vacancies. Unless otherwise provided for in this article, the Board of Directors shall appoint all officers to fill vacancies by reason of death, resignation or otherwise, such appointees to hold office until the next election.

ARTICLE V
Board of Directors

SECTION 1. How, Constituted. There shall be a Board of Directors of the Association. The Board of Directors shall consist of the president, the president elect, the vice-president, the secretary, the treasurer, and immediate past president who have been elected as herein provided.

SECTION 2. Presiding Officer. The president shall be the presiding officer of the Board of Directors and the secretary of the Association shall act as secretary of the Board of Directors and shall keep and be the custodian of its minute and reports.

SECTION 3. Meetings. The Board of Directors shall meet prior to each meeting of the Association and shall hold not less than one (1) additional meeting in each Association year. Special meetings may be held at the call of the president and shall also be called by the secretary upon the request of three (3) or more members of the Board of Directors. At any meeting three (3) members of the Board of Directors shall constitute a quorum.

SECTION 4. Powers. Subject in all respects of the authority and discretion of the Association and between its meetings, the Board of Directors shall be the administrative board of the Association and shall have the power and authority to do and perform all acts and functions which the Association itself might do or perform not inconsistent with the Certificate of Incorporation and these Bylaws or with any action taken by the Association.

SECTION 5. Duties. At all times other than during annual or special meetings of the Association, all matters relative to the business and affairs of this Corporation shall be submitted or referred to the Board of Directors for recommendation and action, including the preparation and approval of an annual operating budget. The budget for the year shall be approved by the Association membership at the annual meeting. 

ARTICLE VI
Committees

SECTION 1. Appointment and Tenure. The following standing Committees shall be appointed annually by the president to serve for the year ensuing.

Legislature
Convention

The president shall designate the chair and notify the members of the committees of their appointment.

SECTION 2. Special Committees. The president shall appoint such other special committees as shall be necessary to carry forward the work of the Association.

SECTION 3. Quorum. A majority of the members of any committee shall constitute a quorum.

SECTION 4. Legislative Committee. The Legislative Committee shall be appointed by the president and shall:

(a)        Prepare legislation as directed by the Board.

(b)        Act as lobbyist when necessary.

(c)        Organize and coordinate efforts to pass or defeat state legislation directly related to the practices of optometry.

(d)       Represent the Alaska Association at national legislative meetings as needed.

(e)        Other duties as assigned by the president.

1. Prepare and submit budget to the Board at annual meetings.

SECTION 5. Convention Committee. The Convention Committee shall be appointed by the president and shall:

(a) Make all arrangements for annual meetings, including arrangements for housing, meeting areas, recreational activities, and educational programs in coordination with long range educational goals of the Association.

(b) Keep membership informed regarding time, dates, etc.

(c) Prepare and submit a budget to the Board. 

ARTICLE VII
Ethics

SECTION 1. Ethics. It shall be the duty of each member of the Association to conform, and each member hereby agrees to conform to the Code of Ethics and Rules of Practice of the Alaska Optometric Association.  

ARTICLE VIII
Fiscal Year and Income

The fiscal year of the Association shall be the calendar year. All income and property of the Association shall be applied solely toward the promotion of objection of the Association as set out in the Certificate of Incorporation; provided, that nothing therein shall prevent the payment of any debt incurred for services rendered to the Association and undertaken by authority of the Association to promote the objectives of this Association.

ARTICLE IX
Rules of Order

Except as may be otherwise required by these Bylaws of the Association, all meetings shall be governed by the parliamentary rules and usages contained in the then current edition of Robert’s Rules of Order.

ARTICLE X

Except as may be otherwise approved by the Board of Directors, the Alaska Optometric Association may also be referred to as AKOA.

ARTICLE XI
Indemnification

SECTION 1. Liability of Officers, Directors and Employees. No officer, director, committee member or employee, acting in accordance with the corporate bylaws, shall be liable except for willful misconduct.

SECTION 2. Indemnification of Officers, Directors, Employees, and Agents; Insurance. The Corporation shall indemnify and hold harmless each person, his heirs, executors and administrators, who was or is a party or is threatened to be made a party to a threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees, judgment fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. the termination of an action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 3. The corporation shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney fees, actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification may be made in respect to any claim, issue or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation except to the extent that the court in which the action was brought determines upon application, that despite the adjudication of liability, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court considers proper.

SECTION 4. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of an action or proceeding referred to in Sections 2 and 3 of this Article, or in defense of any claim, issue or matter in such an action or proceeding, he shall be indemnified against expenses, including attorney fees actually and reasonably incurred by him in connection with it.

SECTION 5. Indemnification under Sections 2 and 3 of this Article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer employee or agent is proper in the circumstances because he has met the applicable standard of conduct set out in Sections 2 and 3 of this Article. This determination shall be made:

A. By the Board of Directors by a majority vote of a, quorum consisting of Directors who were not parties to the action or proceeding; or
B. If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or

C.   By the stockholders.

SECTION 6. Expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay the amount unless it is ultimately determined that he is entitled to be indemnified by the corporation.

SECTION 7. The indemnification provided by this Article is not exclusive of any other rights to which those seeking indemnification may be entitled under by bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and continues as to a person who has ceased to be a director, officer, employee or agent, and inures to the benefit of the heirs, executors and administrators of such a person.

SECTION 8. The corporation, its directors, officers, employees and agents, shall be fully protected in taking any action or making payment under this Article or refusing so to do, in reliance upon the advice of counsel.

SECTION 9. The corporation shall purchase and maintain insurance if available at a reasonable price on behalf of a person who is or was a director, officer, employee or agent of the corporation, of is or was serving at the request of the corporation as a joint venture, trust or other enterprise against any liability asserted against him and incurred, by him in such a capacity, or arising out of his status as such.

ARTICLE XII
Amendment of Certificate of Incorporation

The Certificate of Incorporation may be amended by the affirmative vote of two-thirds (2/3) of the members present at any meeting of the Association, provided that notice of the proposed amendment, which may be filed by one (1) or more members of the Association with the secretary, shall have been given by the secretary by mail to the members of the Association at least ten (10) days before the meeting at which the amendment is offered.

ARTICLE XIII
Adoption and Amendment of Bylaws

These Bylaws may be adopted, amended, or rescinded at any duly constituted meeting of the Association by two-thirds (2/3) vote of the members of the Association present at the meeting at which the same is voted on; provided, that notice of the proposed action, which may be filed by one (1) or more members of the Association with the secretary, shall have been given by the secretary to the members of the Association at least ten (10) days before the meeting at which such action is proposed to be taken.