CONSTITUTION AND BY-LAWS

OF THE

pennsylvania optometric association

1

POA Constitution & By-laws Last Approved Revision 5/13 with an effective date of January 1, 2014

CONSTITUTION

PREAMBLE

ARTICLE I NAME

ARTICLE II PURPOSES

ARTICLE III MEMBERSHIP

ARTICLE IV MANAGEMENT

Section 1. House of Delegates

Section 2. Officers

Section 3. Board of Directors and Committees

ARTICLE V FINANCES

Section 1. Dues

Section 2. Fiscal Year

ARTICLE VI AMENDMENTS

BY-LAWS

ARTICLE I AFFILIATION

Section 1. Eligibility

Section 2. Procedures

Section 3. Previous Affiliation

Section 4. Charter Issuance

Section 5. Charter Revocation

ARTICLE II MEMBERSHIP

Section 1. General Principles

Section 2. Classes

Section 3. Affiliation

Section 4. Zoning

Section 5. Active Membership

Section 6. Partial Practice Membership

Section 7. Honorary Membership

Section 8. Distinguished Membership

Section 9. Life Membership

Section 10. Associate Membership

Section 11. Educator Membership

Section 12. Federal Services

Section 13. Retired Membership

Section 14. Post-Graduate Membership

Section 15. Student Membership

Section 16. Duties of Membership

Section 17. Resignation from Membership

ARTICLE III HOUSE OF DELEGATES

Section 1. Composition

Section 2. Sessions

Section 3. Powers and Duties

Section 4. Delegate Votes

Section 5. Resolutions

Section 6. Quorum

Section 7. Committees and Personnel

ARTICLE IV BOARD OF DIRECTORS

Section 1. Composition

Section 2. Meetings

Section 3. Powers and Duties

Section 4. Voting

Section 5. Quorum

ARTICLE V OFFICERS

Section 1. Elections

Section 2. Terms of Office

Section 3. Removal

Section 4. Vacancies

Section 5. Organization

Section 6. Duties of the President

Section 7. Duties of the President-Elect

Section 8. Duties of the Trustees

Section 9. Duties of the Immediate Past President

Section 10. Duties of the Secretary Treasurer

Section 11. Reports

ARTICLE VI EXECUTIVE DIRECTOR

Section 1. Duties of the Executive Director

ARTICLE VII DUES

Section 1. General Provisions

Section 2. Membership status

Section 3. Special Provisions

ARTICLE VIII METHOD OF APPEAL

Section 1. Procedure

ARTICLE IX ANTI-TRUST COMPLIANCE

Section 1. Policy

Section 2. Implementation

ARTICLE X AMENDMENTS

Section 1. Procedure

ARTICLE XI DISSOLUTION

Section 1. Procedure

ARTICLE XII RULES OF ORDER

Section 1. Procedure

1

POA Constitution & By-laws Last Approved Revision 5/13 with an effective date of January 1, 2014

CONSTITUTION

of the

PENNSYLVANIA OPTOMETRIC ASSOCIATION, INC.

PREAMBLE

We, the doctors of optometry of the Commonwealth of Pennsylvania, having taken full cognizance of the responsibilities and privileges placed upon us by this Commonwealth, establish this Constitution for the Pennsylvania Optometric Association, Inc.

ARTICLE I NAME

The name of this organization shall be the PENNSYLVANIA OPTOMETRIC ASSOCIATION, INC., hereinafter referred to as this Association.

ARTICLE II PURPOSES

The purposes of this Association shall be to:

(a)assure the citizens of this Commonwealth the most-complete and accurate vision care known to science;

(b)affiliate into one organization all eligible local optometric societies in the Commonwealth of Pennsylvania;

(c)foster the communication and interchange of ideas among professionals and of allied skills in the vision care field;

(d)safeguard the interests of the optometric profession by elevating the standard of optometric education and directing public opinion in regard to the importance and value of optometric science and service.

ARTICLE III MEMBERSHIP

The members of this Association shall consist of doctors of optometry who are members of an affiliated society and of the American Optometric Association and other persons whose classifications, qualifications, privileges and obligations shall be established by the by-laws of this Association.

ARTICLE IV MANAGEMENT

Section 1. House of Delegates

(a)The legislative and policy-making body of this Association shall be the House of Delegates which shall be established and function as provided in the by-laws.

(b)The House of Delegates shall meet annually and at such other times as provided in the by-laws.

Section 2. Officers

(a)This Association shall have the following officers; a President, President-elect, four (4) Trustees, Secretary-Treasurer, and the Immediate Past President who shall perform such duties and exercise such powers as provided in the by-laws.

(b)This Association shall engage the services of an Executive Director and shall provide suitable quarters, equipment and personnel for an Executive Office. The Executive Director shall perform such duties as provided in the by-laws.

Section 3. Board of Directors and Committees

(a)The administrative body of this Association shall be the Board of Directors which shall implement the policies established by the House of Delegates and perform such duties as are prescribed in the by-laws.

(b)There shall be such committees as may be provided for in the by-laws.

ARTICLE V FINANCES

Section 1. Dues

The dues for members of this Association shall be established by the House of Delegates and shall be collected and disbursed as provided in the by-laws.

Section 2. Fiscal Year

The fiscal year of this Association shall be from January 1 to December 31 of each calendar year.

ARTICLE VI AMENDMENTS

This Constitution may be amended by two-thirds (2/3) of the votes present in the House of Delegates, provided that a copy of the proposed amendment is sent to the Executive Officer of this Association and to the Secretary of each affiliated society at least sixty (60) days prior to the House of Delegates session at which the vote is taken.

BY-LAWS

of the

PENNSYLVANIA OPTOMETRIC ASSOCIATION, INC.

ARTICLE I AFFILIATION

Section 1. Eligibility

(a)Optometric societies may be eligible for affiliation in this Association when they:

(1) are named and organized under a constitution and by-laws;

(2) are headed by a President, a Secretary, a Treasurer and such other officers as may be provided in the society's by-laws;

(3)have a membership of at least fifteen (15) doctors of optometry who are practicing in Pennsylvania;

(4)have filed an application for affiliation with the Secretary-Treasurer of this Association together with a sum equal to the annual dues of an active member of this Association for each of the society's members.

(b)The student society of the Pennsylvania College of Optometry may be eligible for affiliation in this Association when it:

(1)is named and organized under a constitution and by-laws;

(2)is headed by a President, a Secretary, a Treasurer and such other officers as may be provided in the student society's by-laws;

(3)has filed an application for affiliation with the Secretary-Treasurer of this Association.

Section 2. Procedures

(a)Application for affiliation by an optometric society or by the student society shall be submitted to the Secretary-Treasurer of this Association for investigation and recommendation to the House of Delegates.

(b)Affiliation may be granted by two-thirds (2/3) of the votes present in the House of Delegates.

Section 3. Previous Affiliation

The fourteen optometric societies and the student society which are affiliated with this Association at the time of the adoption of these by-laws shall continue in their affiliation without reference to the requirements of this Article.

Section 4. Charter Issuance

(a)The President of this Association shall issue a charter to an affiliated society admitted by the House of Delegates, authorizing the society to conduct its affairs as an affiliated society.

(b)Any charters shall be issued in the name of the Pennsylvania Optometric Association, Inc., signed by the President and the Executive Director and the seal of this Association shall be affixed.

Section 5. Charter Revocation

Upon revocation of a charter by the House of Delegates, the Secretary-Treasurer shall notify the officers and members of the previously affiliated society of the action of the House of Delegates and the consequent cessation of their membership in this Association.

ARTICLE II MEMBERSHIP

Section 1. General Principles

(a)Membership in this Association is open to those persons who are interested in the purposes of this Association, who are willing to subscribe to the constitution and by-laws and who are otherwise qualified under the provisions of these by-laws.

(b)Members of this Association at the time of adoption of these by-laws shall continue their membership without reference to the requirement for new membership.

(c)Only a member in good standing as defined in these by-laws shall be entitled to vote, to hold office or to otherwise enjoy the privileges of this Association.

(d)This Association may exclude, suspend or expel a member as provided in these by-laws or as otherwise prescribed by law.

Section 2. Classes

The members of this Association shall consist of Active, Partial Practice, Honorary, Distinguished, Life, Associate, Educator, Federal Services, Retired, Post-Graduate, and Student members as hereinafter defined.

Section 3. Affiliation

In conformity with members of this Association belonging to an affiliated society, this Association shall zone the Commonwealth into affiliated societies. Members of this Association shall belong to the affiliated society in the geographic area in which the member's main office is located. A doctor, upon request,maybe a member ofthe affiliated society where they live.Direct membership may be conferred in accordance with these by-laws.

Section 4. Zoning

Affiliated societies may petition this Association to rezone the geographic border of existing affiliated societies.Note: Affiliated societies most recently zoned as outlined in POA House of Delegates Resolution 1977-A-3.

Section 5. Active Membership

(a)Active membership in this Association is granted to those doctors of optometry practicing or living in the Commonwealth of Pennsylvania who are members of affiliated societies.

(b)Active members in good standing shall be considered in accrediting any affiliated society's delegates votes in the House of Delegates.

(c)Active members shall pay dues in accordance with these by-laws.

(d)Active members shall have the privilege of the floor in the House of Delegates.

(e)Active members may hold elective office in this Association.

Section 6. Partial Practice Membership

(a)Partial Practice membership is granted to those doctors of optometry who practice or live in the Commonwealth of Pennsylvania and workthree (3) days or less per week in compensated optometrically related activities and whose status for partial practice is certified annually by the member.For purposes of partial practice membership and its related dues, one day shall equal eight (8) hours.

(b)Partial Practice members in good standing shall be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Partial Practice members shall pay dues in accordance with these by-laws.

(d)Partial Practice members shall have the privilege of the floor in the House of Delegates.

(e)Partial Practice members may hold elective office in this Association.

Section 7. Honorary Membership

(a)Honorary membership may be conferred by the House of Delegates, upon recommendation of the Board of Directors, upon those individuals who have rendered some meritorious service to this Association or to Optometry.

(b)Honorary members shall not be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Honorary members shall not pay dues to this Association.

(d)Honorary members shall have the privilege of the floor in the House of Delegates.

(e)Honorary members may not hold elective office in this Association.

Section 8. Distinguished Membership

(a)Distinguished membership is conferred on those doctors of optometry who have served as President of both the Pennsylvania Optometric Association and the American Optometric Association.

(b)Distinguished members shall be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Distinguished members shall not pay dues to this Association.

(d)Distinguished members shall have the privilege of the floor in the House of Delegates.

(e)Distinguished members may hold elective office in this Association.

Section 9. Life Membership

(a)Life membership shall be conferred by the Board of Directors on doctors of optometry who have been long and faithful members and who qualify in either of the following categories:

(1)Memberswith accumulative membership in this Association for forty-five (45) or more years;

(2)members, regardless of age, who are permanently incapacitated.

(b)Life members shall not be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Life members shall not pay annual dues to this association.

(d)Life members shall have the privilege of the floor in the House of Delegates.

(e)Life members may not hold elective office in this Association.

Section10. Associate Membership

(a)Associate membership is granted to doctors of optometry who are members of another state association and of the American Optometric Association.

(b)Application for Associate membership shall be made directly to the Association.

(c)Associate membership shall not be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(d)Associate members shall pay annual dues in accordance with these by-laws.

(e)Associate members shall not have the privilege of the floor in the House of Delegates.

(f)Associate members may not hold elective office in this Association.

Section 11. Educator Membership

(a)Educator membership is granted to those doctors of optometry who hold a full-time faculty and/or a full-time administrative position at an accredited school or college.Note: This includes a combination of positions and employers.

(b)Application for Educator membership shall be made directly to the Association.

(c)Educator members in good standing shall be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(d)Educator members shall pay annual dues in accordance with these by-laws.

(e)Educator members shall have the privilege of the floor in the House of Delegates.

(f)Educator members may hold elective office in the Association.

(g)Educator membership shall terminate at the end of a fiscal year in which the member ceases to meet the requirement of (a).

Section 12. Federal Services

(a)Federal Services membership is granted to those doctors of optometry who are Federal Services members of the American Optometric Association or an affiliated society of this Association.

(b)Federal Services members shall not be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Federal Services members shall not pay dues to this Association.

(d)Federal Services members shall have the privilege of the floor in the House of Delegates.

(e)Federal Services members may not hold elective office in this Association.

Section 13. Retired Membership

(a)Retired membership is granted to a doctor of optometry who is no longer engaged in compensated optometrically related activities, is at least fifty-five (55) years of age, is not eligible for Life membership and whose status is certified annually by the member. An individual applying for Retired membership must currently be an active, partial practice, federal services, or educator member.

(b)Retired members shall be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Retired members shall pay dues in accordance with these by-laws.

(d)Retired members shall have the privilege of the floor in the House of Delegates.

(e)Retired members may not hold elective office in this Association.

Section 14. Post-Graduate Membership

(a)Post-Graduate membership is granted to those doctors of optometry who have made application for such membership to the American Optometric Association and fulfills one of the following provisions:

(1)non-practicing doctors of optometry who are full-time students in an accredited-institution of higher education;

(2)doctors of optometry who are engaged full-time as a resident or a fellow in a residency program approved by the Council on Optometric Education or by a school or college of optometry which is accredited by the Council on Optometric Education;

(3)doctors of optometry who are engaged full-time as an intern in an internship program.

(b)Post-Graduate members shall not be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Post-Graduate members shall not pay dues to this Association.

(d)Post-Graduate members shall have the privilege of the floor in the House of Delegates.

(e)Post-Graduate members may not hold elective office in the Association.

(f)Post-Graduate membership shall continue until the end of the calendar year in which the member's participation in the post-graduate program is completed.

Section 15. Student Membership

(a)Student membership is granted to those optometric students who are members of the student society recognized by these by-laws and interested students at other optometric institutions who are members of AOSA. Student membership shall not continue after the end of the calendar year in which the student member graduates.

(b)Student members shall not be considered in accrediting any affiliated society's delegate votes in the House of Delegates.

(c)Student members shall pay dues in accordance with these by-laws.

(d)Student members shall have the privilege of the floor in the House of Delegates.

(e)Student members may not hold elective office in this Association.

Section 16. Duties of Membership

Every member shall uphold the honor and dignity of the profession of optometry, discharge the duties of a doctor of optometry with fidelity and integrity and observe the Code of Ethics adopted by this Association.

Section 17. Resignation from Membership

(a)All resignations shall be made in writing to the Secretary-Treasurer of this Association.

(b)Resignation shall not relieve the resigning member from the payment of dues for the current fiscal year or give any right to a share of the assets of this Association.

ARTICLE III HOUSE OF DELEGATES

Section 1. Composition

The House of Delegates shall be composed of those delegates who represent:

(a)members of affiliated societies;

(b)members of the student society;

(c)the Pennsylvania College of Optometry; and

(d)past presidents of this Association.

Section 2. Sessions

(a)The House of Delegates shall meet between the first (1st) day of May and the thirtieth (30th) day of June provided that it shall conclude not less than two (2) weeks before the American Optometric Association Congress convenes, and on other occasions as determined by the Board of Directors.

(b)The President shall call other meetings of the House of Delegates upon the written request of:

(1)three members of the Board of Directors, or

(2)three affiliated societies.

(c)The President and Secretary of each affiliated society shall receive written notice at least ten (10) days prior to any House of Delegates meeting.

Section 3. Powers and Duties

The House of Delegates shall have the following powers and duties:

(a)establish, by Resolution, the policies of this Association;

(b)grant, by two-thirds (2/3) of the votes present, charters to societies and other applicants seeking affiliation with this Association;

(c)revoke for cause, by two-thirds (2/3) of the votes present, charters which it has granted;