THEAMERICANBOARDOFCERTIFICATIONIN

MEDICALOPTOMETRY

AMENDEDANDRESTATEDBYLAWS - APPROVED SEPTEMBER 1, 2014

CONTENTS

ARTICLE1: NAMEANDESTABLISHMENT

ARTICLE2: PURPOSE,QUALIFICATIONSANDMISSION

ARTICLE3: GOVERNANCE

ARTICLE4: ADMINISTRATION

ARTICLE5: AMERICANCOLLEGEOFMEDICALOPTOMETRY(ACMO)

ARTICLE6: INDEMNIFICATIONOFOFFICERSSTAFF

ARTICLE7: FINANCES

ARTICLE8: AMENDMENTOFBYLAWS

ARTICLE9: DISOLUTION

ARTICLE10:REFERENCETOINTERNALREVENUECODE

ARTICLE11:PARLIMENTARYAUTHORITY

ARTICLE12:OTHERPROVISIONS

ARTICLE13:GENERALADMINISTRATION

ARTICLE14:REQUIREMENTSFORAPPLICATIONFORABCMOCERTIFICATION

ARTICLE15:SPECIALAPPLICATIONSONMERIT

ARTICLE16: INITIALSUBSEQUENTCOMPETENCEIN MEDICALOPTOMETRY

ARTICLE17:APPLICATIONFEES

ARTICLE18:ABCMO'sRoleAsA SPECIALTYBOARD

ARTICLE19:MAINTENANCEOFSPECIALTYCOMPETENCE(MSC)

ARTICLE20:DESIGNATIONOFABCMOBOARDCERTIFICATIONANDACMODIPLOMATESTATUS

ARTICLE21:GENERALCONDITIONSREQUIREDOFRESIDENCYPROGRAMS INMEDICALOPTOMETRY

ARTICLE22:VERIFICATIONOFABCMOSPECIALISTCERTIFICATION

ARTICLE1 NAMEANDESTABLISHMENT

Thename ofthis Michigan non-profitcorporationis The AmericanBoardofCertificationin Medical Optometry(the “Corporation”), whichwas establishedbythe filingof theArticles ofIncorporationon September 1, 2009.

ARTICLE2PURPOSE, QUALIFICATIONS ANDMISSION

Section 2.1 Mission.

Themissions of this Corporation are:

To establish, operateandmaintain, as a publicservice, anational credentialingbodyto certify attainment of specialtycompetencein medical optometry, byawarding anational certification, based upon uniform requirements, to licensed,practicingoptometrists whoachieve,demonstrate and then maintain advanced competencein thespecialtyof medical optometry.

To furthertheeducation, trainingandcompetenceofthosecertified byprovidingscholarships, grants, educational programs andcharitable awards utilizing the "AmericanCollegeof Medical Optometry",an integral componentprogram ofthecorporation whichfundsits educational, training, andcharitableprograms fromfeesand membershiprevenues anddonations received by the corporation.

To applyforinitial certification bythe“corporation”the applicant must have:

  1. Successfullycompleted an Accreditation Council on Optometric Education(orits equivalent) accredited one-calendaryear, or longer, full-time, clinical postgraduate residencytrainingprogram havingmajoremphasis on medical optometryapproved by the “corporation”and,
  1. successfullycompletedanational, standardized,written examinationapproved bythe “corporation” testing advancedclinical competencein thespecialtyof medical optometry and,
  1. provided such additionalevidence of advancedcompetencein thepracticeofmedical optometry, and themaintenanceof this advancedcompetence, as requiredand specified within theseBylaws elsewhere. Specific criteria for achievement of"boardcertification" status as referenced above are further identified below in theseAmended and Restated Bylaws (“Bylaws”).The corporation’s board ofdirectors mayonlyrevise or amend such criteria pursuant to theseBylaws.

To bestfunction as the national certifyingbodyfor thespecialtyof medicaloptometry, and to provide specialtyeducation,and offergrantsand support of educational programs in the specialtyof medical optometryto thosein specialtytrainingand throughout their careers, the "corporation"operates a"Maintenanceof SpecialtyCompetence"program to ensurecontinuing competence and established the"American Collegeof Medical Optometry.

All fees andmonies received from the corporation's "certification”,”recertification of competence"programs and the membership fees in theAmerican CollegeofMedical Optometry areutilized to fund educational and charitableprograms of the"corporation"as specifiedin Article 5.

To best servepatients and the public, thecorporation’s board ofdirectors shallremain independent of anyexternal influenceor control, real or perceived, noraccept monetaryor in- kind support from anyorganization, body, or trade association that exists to promote, or lobby for, the commercial interests of thosewho practice optometry,and shall, on behalf ofthose it hascertified, maintain apublic registryof thosecertified.It mayserve as spokesperson to explain the need for,criteria for,andpurposes of, board certification in thespecialtyofmedical optometry, and the importanceof eye careto thepublic and disseminate to the public its standards required for certification the specialtyof medical optometryin addition to its other charitableand educational programs.

Section 2.2 Professional IndependenceandConflictofInterests.

Because theintegrityof the"corporation's"certification board andeducational and charitableprogramsdepend upon complete independencebetween the"corporation"and those responsible foroperatingspecialtyresidencytrainingprograms;the agencyresponsible for accrediting residencyprograms, andthe agencypreparingand administeringthewritten specialtyexamination, and othertradeorganizations representing practitioners; no person shallnot hold avotingposition on the ABCMO board ofdirectors ifsuchperson also holds avotingposition as a board member of anyof theaforementionedgroups related to residencytraining, theaccreditation ofresidencytrainingprograms, thewritten specialtyexamination or anybodyor membershiporganization havingthecommercial interests ofoptometrists as its primarygoal.

Notwithstandingthe provisions of this Section, theboard ofdirectors may,whenmutuallyagreed, establish liaison with othergroups sharing common interestsbyprovidingon its board ofdirectors non-voting, exofficio, “delegate, representative or advisor”positions to furthersuchcommunications and cooperation concerningshared issues andconcerns. Such individuals may, asjudged appropriate bythe corporation’s board of directors, attend and participate in portions ofthe board ofdirectors meetings in person or byelectronicmeansand anyexpenses involved to do so shall be assigned to thesponsoringbodytheyrepresent. They shall not vote on issues beforetheboard.

Section 2.3 Charitable Purposes.

The corporation shalloperatefor charitable andeducational purposes within themeaningofSection 501(c)(3) oftheInternal RevenueCodeof1986; has applied to theIRSfor recognition as such a charitableand educational organization and wasformed, in part, to awardanational, uniform certification ofadvancedcompetencein thespecialtyof MedicalOptometryusing methods and standards, as appropriateforthe profession ofoptometry, that are congruent with those used forthecertification ofmedical, osteopathic and dental specialistscurrentlyrecognizedfor credentialingpurposes at JointCommission accredited US medical health careorganizations;provided, however, that theCorporation shallconduct its operations separatelyand independentlyof other such specialtyboard(s).

TheAmerican CollegeofMedical Optometry(ACMO, Article5)anintegral, charitable and educational arm ofthe Corporation,shall act to further the educational advancement ofthose trainingto beaspecialist in medical optometrybysponsoringscholarships of residents, supportingresident travelexpenses to attend educational meetings andsponsoringand conducting annual educational meetings to furtherthe exchangeof information and educational updates forboth residents in trainingand Diplomates ofthe American Collegeof Medical Optometry. Sucheducational andcharitableactivities shallbe conductedinconjunction with, but separatefrom,the annual meetingof theAmerican AcademyofOptometrysince the majorityof thoseeligibleto jointhe ACMO arealso Fellows ofthe Academy.

Monies to conduct the above educational and charitable functions bythe"corporation"shallbe derived fromABCMO certification fees, Maintenanceof SpecialtyCertification fees, andannual membership fees submitted to the American College of MedicalOptometryas wellasgrants and donations. The corporation shall, net of operating costs, utilize allsuch revenues, feesand donations to support its educational and charitableoperations.

ARTICLE3GOVERNANCE

Section 3.1 Management.

The affairs of the corporation shallbemanaged byaboardofdirectors subject to the limitations of theArticles ofIncorporation oftheCorporation, these Bylaws, and thelaws of theStateof Michigan. Theboard ofdirectorsis empowered on behalf of the corporation to do and perform all acts reasonablynecessary,appropriate orincident to the accomplishment of the purposes ofthe corporation, as determined bythe board ofdirectors.

Section 3.2 NumberofDirectors.

Theboard ofdirectors shallconsist of up toseven(7) members. All officersof thecorporationshall bemembers oftheboard ofdirectors. Thesizeof theboard ofdirectors shallbedetermined bythe board ofdirectors.Inallcases,and regardless of anything else in theseBylaws:

(a) Kenneth J. Myers, Ph.D., O.D. (“Incorporator”) shallserveas presidentand/or officer or director, at his discretion, until his resignation,incapacitation, ordeath;and(b)theIncorporator shall havethe right to select and designateadirectorto serveon theboard after the Incorporator’s death or during his incapacitation until such time set forth in such designation. (c) If, upon his death or incapacitation,the incorporator has, orprovidedfor, aportion of his estate to be transferred to theCorporation to support its ongoingoperations, theincorporator's designated personal representative, trust officer orguardian of theIncorporator (“Incorporator’s Legal or Trust Representative”) shallhavethe right to either sit on theBoard as a director orto select a person to so serve. This provision is to ensureuse of theincorporator's trust bequest insuchmanneras to best servethe statededucationaland charitable purposesofthe corporationas expressed within thesebylaws.

No amendment to (a)(b)(c) of this Section shallbemadewithoutthe written consent of theIncorporator ortheIncorporator’sLegal Representative.

Section 3.3 CompositionoftheBoardofDirectors.

Five ofthe directors shallbe currentlylicensedoptometrists certified in medical optometrybythe corporation, and activelypracticingthe specialtyof medical optometry,who havesubmitted anotarized copyofa current, self-queryresultfromthe National Practitioner DataBank, or appropriateequivalent, atthe timeof appointment, and shallbeaDiplomatein good standingof the American CollegeofMedical Optometry(“ACMO”), asestablished, as specified elsewhere in thesebylaws.

Section 3.4 LimitationsonTerms ofOffice.

Thedirectors shallservestaggered twoyear terms.In noevent mayadirectorservemorethanthree (3)consecutivetwo-year terms. Directors shallbe elected in the manner provided forthe fillingof vacancies bythesebylaws.

Section 3.5 Vacancies.

In theevent a vacancyshalloccuron the board ofdirectors because of death, resignation,removal, incapacityto act, or disqualification ofadirector, theremainingdirectors shallappointanew director tofillthe formerdirector’stermand act to ensurethis appointed director possesses sufficient qualifications to dischargetheduties of thevacant position forthe unexpired term of the former director.

Section 3.6 Regular MeetingsofBoard.

Regular meetings of theboard ofdirectors ofthecorporation shallbeheld at such time and placeas the board of directorsmaydesignate, orin theabsenceof designation bythe board of directors, as the presidentshall designate.

Section 3.7 SpecialMeetingsofBoard.

Special meetings of theboard ofdirectors for anypurposeor purposes shall be heldwhenevercalled bythe president ofthe corporation orwhenrequested byanytwo (2)directors. The secretaryoranyotherofficer designated bythe president or vicepresidentshall notifythe directors ofthe meeting.Such request shallstatethepurposeor purposes of theproposed meeting.

Section 3.8 PlaceofMeetingsofBoard.

Meetings of theboard ofdirectors shallbeheld atanyplacewithin or outsidethe State ofMichigan,which maybedesignated from timeto timebyresolution of theboardofdirectors.It is anticipated that annualmeetings of theBoard shallbeheld at the locationand time ofthe annual meetingof theAmerican Academyof Optometry.

Section 3.9 Notices ofBoardMeeting.

No noticeof regularmeetings of theboard ofdirectors shallbe required. At least five (5)days’ noticeof theplace,dayand hourofanyspecial meetingof theboardof directors shallbe given bywritten printednotice, or electronic-mail(e-mail) served upon each director. Serviceof noticemaybe madepersonally, bytelegram, bytelephone, bye-mail or bymailingsuchnotice, postageprepaid, plainlyaddressed to the directorat thedirector’s last known post officeaddress. Noticebymail shallbedeemed to begivenat thetime when the same is deposited in the United States mail, with postagefullypaid, plainlyaddressed to the directorentitled to said notice. Neither thebusiness to betransacted at, nor thepurposeof, anyregular orspecial meetingof the board ofdirectors need bespecified in thenoticeofsuchmeeting.

Section 3.10 WaiverofNoticeofBoardMeeting.

Noticeof thetime, dateand placeofanyspecial meetingof theboard ofdirectors maybewaivedbytelegram oranyotherwritingeither beforeor after such meetinghas been held.If allthe directors waivenoticeofthe meeting, no noticeofthe same shallberequired. Attendanceof a director ataspecial meetingshall constitute awaiverof noticeof such meetingexcept wherethe director attends thespecial meeting fortheexpress purposeof objectingtothe transaction ofany business because themeetingwas not lawfullycalled or convened. Anydirector failingto designatehis or heraddress to the secretary, orachangeofaddress, shallbedeemed to have waived noticeof such meetingexcept at theaddress on recordwith thesecretary.

Section 3.11 Action WithoutMeeting.

Anyaction which maybetaken atameetingof theboard ofdirectors maybetaken withoutameetingifallthe directors shall consent in writingto such action. Such action bywritten consent orvia e-mail shallhavethe same forceand effectas the unanimous voteofthe board ofdirectors.

Section 3.12 Quorum;Voting Requirement.

A majorityof thedirectors in officeshallconstitute aquorumfor thetransaction ofbusiness.Everyact or decision doneor madebyamajorityofthe directors presentat a dulyheld meeting at which aquorum is present shall bethe act or decision ofthe board ofdirectors, unless a statute, the Articles ofIncorporation ortheseBylaws requireagreaterproportion. Voting instructions byproxyore-mail shallalso count toward aquorum.

Section 3.13 BoardMeetings.

Thepresident of the corporation, orin thepresident’s absence,adirector chosenbyamajorityofthe directors present, shall act as chairpersonat everymeetingof theboardofdirectors. The secretaryof thecorporation, orin thesecretary’sabsence, anypersonappointed bythe chairperson ofthe meeting, shall act as secretaryof eachmeeting.

Section 3.14 BoardCommittees.

The corporation mayhavesuch committees with suchnumberof members,and such powers andauthority, as thedirectors mayfrom time to time appointand determine.

Section 3.15 BoardCompensation.

Thedirectors shallserve without compensation. Directors mayreceive reimbursement ofexpenses incurred in connection with the conductingof business of thecorporation. Theboard of directors mayauthorizethe appointment ofa compensated, non-voting, ExecutiveDirector and specifythe duties ofthisperson.

Section 3.16 BoardMeeting by TelephoneorSimilarEquipment.

Anymember ofthe board of directors mayparticipate in ameetingof theboard ofdirectors bymeans of conferencetelephoneor similar communications equipment bymeans of whichall persons participatingin themeetingcan heareachother,and participation in a meetingpursuant to this Section shallconstitute presencein person at themeeting.

Section 3.17 EmeritusBoardMembers.

Theboard ofdirectors shallestablish and offer theposition(s)of “EmeritusBoard Member”toeach foundingmember of theboard ofdirectors upon the expiration ofthe last term that such director mayserveon theboard, and to each past-president of theCorporation. Those whoaccept aposition as an Emeritus Board Membermayparticipate at board of directors meetings, beplaced on thedistribution list of board communications and their counsel solicited. An Emeritus Board Member shallbe entitledto proffer onevote on allmatters beforethe boardofdirectors (excludingcertification).Ifthereis morethan oneservingEmeritus BoardMember, theyshall collectivelybe entitled toproffer onevote ifin majorityagreement on thatvote.

ARTICLE4 ADMINISTRATION.

Section 4.1 CorporationOfficers.

All officers shallalso serve as directors ofthe corporation, and shallmeet thequalifications setforth in Section 3.3. Thecorporation shallhaveapresident, one (1) ormorevicepresidents, a secretary, atreasurer andsuchotherofficersas the directors mayappoint. Anytwo(2)or more offices maybeheld bythesameperson, but an officer shallnot execute, acknowledgeor verify an instrument in morethan one (1)capacityif theinstrument is required bylawor theArticles of Incorporation ortheseBylaws to be executed, acknowledged or verified bytwo (2) ormore officers.

Section 4.2 Election ofOfficers.

Theofficers ofthecorporation shallbe chosenbythe directors and those elected officers shallalso serveas members ofthe board ofdirectors. Each officer shallhold officeuntil theofficer’s successor shallhavebeen dulyelected and qualified, oruntil theofficer’s death, resignation or removal. The fillingof expired corporate directorposition shallbedonebydirect electionof nominated Diplomates ofthe American CollegeofMedical Optometry.Two nominees willbe required for each vacantdirector position with the nomineegainingthelarger number ofvotes fillingthe particular director position.If,for example, threedirector positions arevacant due to expiration ofterms, sixnominees willbe requiredwith thetop 3 votegetters seated as director.

Each nomineewillberequired to provide, via e-mail, aone-pageCV fordistribution to Diplomates oftheAmerican Collegeof MedicalOptometrytwoweeks priorto voting. Officers ofthe Corporation willbe appointed byits directorsfrom amongits directors.

Section 4.3 Removal orResignationofOfficers.

Theboard ofdirectors mayremoveanyofficer with or without cause byavote ofamajorityofthe directors then holdingoffice. Anyofficer mayresignfrom office atanytime, such resignation to take effect upon receiptofwritten noticethereof bythe corporation unless otherwisespecifiedin theresignation. A Directorshall bedeemed to haveresigned if s/hemisses threemeetings of theboard ofdirectors in succession withoutpriornotification. Noticeof this ruleshall be mailed bytheSecretaryto such adirector followingthesecondmissed meeting.

Section 4.4 Vacancies.

A vacancyoccurringin anyoffice, for anyreason,maybe filled forthe unexpired portion oftheterm of the officebytheboard ofdirectors.

Section 4.5 President.

Thepresident shall preside at all meetings of thedirectors and shallperform all other dutiesincident to the officeor properlyrequired from time to time bythe boardofdirectors. The president shall at alltimes besubject to the policies, control and direction of theboard of directors.

Section 4.6 VicePresident.

Thevicepresident(s), inthe order designated bytheboard ofdirectors, shallexercise thefunctions of thepresidentduringthe president’s absenceor disability. Eachvicepresident shall havesuchpowers and perform such duties astheboard ofdirectors shall assign from timeto time.

Section 4.7 Secretary.

Thesecretaryshallgivenoticeof each meetingofthe board ofdirectors orcommittees of thecorporation as to which noticeis required; shall record minutes ofsuchmeetings in books kept forthat purpose; shallhave custodyof therecordsof thecorporation; and shallperform such otherduties as maybespecifiedfrom time to time bythe board ofdirectors.

Section 4.8 Treasurer.

Thetreasurer shallhavecustodyof thefunds andotherpropertyof thecorporation; shallkeeprecords of allproperty,receipts anddisbursementsof thecorporation in financial books to be maintained forthat purpose; shall deposit all assets in thename and to thecreditof the corporation with such depositoryor depositories as shall be designated bytheboard ofdirectors; shalldisbursethe funds of the corporation; and shallrender to thedirectorssuchreports as they shall prescribe. Thetreasurer shallperform such otherduties as maybespecifiedfrom timeto time bythe board ofdirectors.

Section 4.9 OtherOfficers.

All other officers, as mayfrom time to time be appointed bythe board ofdirectors pursuant tothis Article, shallperform such duties and exercisesuch authorityas the board ofdirectors shall prescribe.

Section 4.10 AbsenceofOfficer.

In thecaseof the absenceof anyofficer, or foranyotherreason that theboard ofdirectors maydeem sufficient, theboard of directors maydelegate from time to time thepowers orduties of suchofficer to anyotherofficer or to anydirector.

ARTICLE5.ESTABLISHMENTOFTHEAMERICANCOLLEGEOFMEDICAL OPTOMETRY

Those certified in thespecialtyof Medical Optometrybythe"corporation" who are accepted into membership as aDiplomate of the American Collegeof Medical Optometry(“ACMO”or “College”),an integral component ofthe corporation, maydenotethis achievement byusingthe honorific “Medical OptometryDiplomate”, [“MOD”]. The"Board Certification"issued bythe "corporation'maybereferencedas"Board Certified in Medical Optometry"on the holder's CV, website and displayed within the holder’s examination, officeor waitingrooms

ACMO shallfurthertheeducation, training, andfellowship of those practicingthespecialtyof Medical Optometryand its annual assemblywillcoincidein location with that of this Corporation’s boardofDirectors.ACMO willconduct the educational and charitable components of this "corporation". A person certified bythis"corporation" who is an ACMO diplomatein good standingmaystandfor,orbenominated for, election to theACMO five- person AdvisoryBoard.In this manner, thecorporation willconduct its missionsof educational and charitableprograms in the specialtyofmedical optometryas wellas educate thepublic as to importanceofeyecare and provide scholarships andawards,as wellas educational programs, to thosetrainingin thespecialty.

Twomembers ofthecorporation's board shallsiton the advisoryboard ofthe Collegeand two members ofthe College’s advisoryboard shallsiton the corporation's board to facilitate efficient operations and themeetingof thegoals of the corporation.

Oncethereare300 ABCMO certified specialists in medical optometry, theyshallbeentitled to organizethe American Collegeof Medical Optometry.AnyDiplomate oftheCollegemaystand for, or benominatedfor,election to theACMO AdvisoryBoard.

TheCorporation, in cooperation with the"College", willestablish a membership feestructurefor Diplomates ofthe "College" and allsuchfees willbeusedto support thecharitable and educational programs ofthe American CollegeofMedical Optometryin addition to those

derived from the"corporation's"certificationprograms.

ARTICLE6. INDEMNIFICATIONOFOFFICERS, DIRECTORS, EMPLOYEES, ANDAGENTS

Section 6.1 Indemnification.

Third PartyActions. Thecorporation has the power toindemnifyapersonwho was or is aparty,oris threatened to bemadeapartyto a threatened, pendingorcompleted action, suit or proceeding, whethercivil, criminal, administrativeor investigativeand whether formal or informal (otherthanan action byor in theright ofthis corporation) byreason ofthe fact that the person is or wasadirector, officer, employeeor agent of the corporation, oris or wasservingat the request of thecorporation as a director, officer,partner, trustee, employeeor agent of another foreign or domesticcorporation, business corporation, partnership, joint venture, trust, or other enterprise, whetherforprofitor not forprofit, againstexpenses (includingattorneys’fees), judgments, penalties, fines and amounts paid in settlement actuallyand reasonablyincurred by that person in connection with the action, suit or proceedingif that person acted in goodfaith and in a manner reasonablybelieved bythat person tobein or not opposed to thebest interestsof the corporation orits members, and withrespect to acriminal action orproceeding, that person had no reasonable causeto believethat the conduct was unlawful. Thetermination of an action, suitorproceedingbyjudgment, order, settlement, conviction, or upon apleaofnolo contendereor its equivalent, shallnot, of itself, create apresumption that the person didnot act in goodfaith andin a manner reasonablybelieved bythat person tobein or not opposed to thebest interestsof the corporation orits members and, with respect to acriminal action orproceeding, had reasonable cause to believe that theperson’s conduct was unlawful.

Section 6.2 Indemnification: ActionsintheRight oftheCorporation.

The corporation has the power to indemnifyaperson who was or is apartyto, or is threatened tobemadeapartyto a threatened, pendingorcompleted actionorsuit byor inthe right of the corporation to procure ajudgment in its favor byreason of thefact that theperson is or wasa director, officer,employeeor agent of thecorporation, or is or was serving at the request of this corporation asadirector,officer, partner, trustee,employeeor agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profitor not,againstexpenses (includingactual and reasonableattorneys’ fees)and amounts paid in settlement incurred bythat person in connection with theaction orsuit if that person acted in goodfaith and in a mannerreasonablybelieved bythat person to bein or not opposed to thebest interestsof thecorporation orits members. However, no indemnificationshall bemade fora claim, issueor matter in whichsuchperson shallhavebeen found to be liable to the corporation unlessand onlyto theextent that the court in which suchaction orsuit was brought has determined upon application that, despitethe adjudication ofliabilitybut in viewof allcircumstances of thecase, that person is fairlyand reasonablyentitled to indemnification for the expenses which thecourt considers proper.