Opticians Association of Nevada

Article 1
Name and Offices
Section 1: The name of the corporation shall be the Opticians Association of Nevada, abbreviated as OAN.
Section 2: The chief administrative offices of the OAN shall be located within the State of Nevada as determined by its Board of Directors.

Article II
Mission Statement
The OAN is dedicated to safeguarding the public’s visual health by advancing the skills, knowledge, and expertise of ophthalmic dispensers through education, leadership, and legislative advocacy.

Article III
Objective, Purpose, and Function
The functions, objectives and aims of the OAN shall include the following:
Purpose:
To promote and protect standards of professional practice for Dispensing Opticians.
To foster a broader understanding and acceptance of ophthalmic dispensers as indispensable to the health and welfare of the public in the eyecare delivery system.
Function:
To collect and disseminate information of value to Association members and the public.
To promote the trade, commerce, and interests of all members of the optical dispensing industry, including Dispensing Opticians, Apprentice Opticians, students, optometry, and ophthalmology.
To enhance member engagement and professional camaraderie by facilitating meaningful networking opportunities among members.
Objective
To interact with health, scientific, and educational organizations in matters of interest to the profession of ophthalmic dispensing.
To deliver innovative educational programs that strengthen, elevate, and sustain the expertise and optical competencies of licensed ophthalmic dispensers in their professional practice.
To support and defend licensed ophthalmic dispensers through legislative and regulatory efforts.
Article IV
Membership
Section 1:  Membership in the Association shall be open to those who are in support of the purposes and objectives of the organization and shall consist of Licensed Dispensing Opticians, Apprentice Opticians, Opticianry Students, Associate, Individual and Corporate members as defined. The membership year shall be the same as the fiscal year.  Any dues paid to the Association are non-refundable.
Section 2: Dispensing Opticians, Apprentice Opticians, Opticianry Students, Associate, Individual, and Corporate members defined.
Licensed: Members holding a valid Nevada Ophthalmic Dispenser License are entitled to all the benefits of membership and voting privileges.
 Apprentice: Members with a valid Nevada Apprentice Ophthalmic Dispenser License and enrolled in an Opticianry program recognized and approved by The Nevada Board of Dispensing Opticians are eligible for full membership benefits and voting rights. Upon verification of full licensure, these members will have their status upgraded to Licensed membership for the fiscal year, thereafter renewing as Licensed members.        
Student:  Members enrolled in an Opticianry program recognized and approved by The Nevada Board of Dispensing Opticians are eligible for full membership benefits and voting rights. Upon verification of full licensure, these members will have their status upgraded to Licensed membership for the fiscal year, thereafter renewing as Licensed members.        
Associate: Memberships shall be available to anyone currently working in the ophthalmic/optometric field in Nevada, including ophthalmologists, optometrists, and their staff. These members do not have voting rights.
Individual: Membership shall be available to any person with interest in the optical industry within or outside of Nevada. These members do not have voting rights.
Corporate: Memberships shall be available to any representative of a corporate sponsor of the Association. These members do not have voting rights.
Section 3:  Any person eligible for membership under these by-laws, upon application,
shall be considered for membership in the appropriate category. The application shall include
an agreement to abide by the by-laws of the Opticians Association of Nevada, and also to pay
dues of the appropriate membership category as determined and established by the association’s
Board of Directors.
Section 4: Suspension
Any member whose dues are 60 days in arrears shall be suspended and all privileges of membership suspended except as hereinafter provided.
Members suspended for nonpayment of dues or assessments will be reinstated by the executive director at any time upon payment of the current year’s dues.
Section 5: Termination of Membership
Membership in this organization may be terminated for cause. Sufficient cause for such termination of membership shall be: violation of these bylaws, violation of any agreement, rule or practice properly adopted by this organization or the Board of Directors, or any other conduct prejudicial to this organization. No membership shall be terminated for cause without the member having an opportunity to be heard in answer to charges.
In the event of termination, the Board of Directors must provide a written letter of termination to the Secretary. Termination shall be noted in the minutes of the next meeting of the board of directors.

Article V
Dues
Membership dues shall be determined by the Board of Directors for each level of membership. Membership dues are due and payable on the first day of the fiscal year. The board of directors shall review the dues structure annually. Any increase in the dues must be posted on the Association web page no less than six months prior to the next enrollment year. 

Article VI
Board of Directors
Section 1: Duties
There shall be a board of directors which shall have supervision, control, and direction of the affairs of the organization within the limits of, and consistent with, the beliefs and policies of these bylaws. The board of directors shall actively promote the purposes of the organization, set all dues and assessments, adopt the organization’s budget, and shall have discretion in the disbursement of its funds. The board of directors may adopt such rules and regulations for the conduct of its business as it shall deem advisable.
Section 2: Composition
The Board of Directors shall consist of the President, Vice President, Treasurer, Secretary, immediate Past President, and 5 Directors, including an Apprentice/Student position.          
Section 3:  All Board members, with the exception of the Student member, must be gainfully employed in a role directly associated with Ophthalmic Dispensing or Opticianry.
Section 4:  The Board of Directors shall consist of members from throughout the state to provide equal representation of the membership whenever possible.
Section 5: All board members and officers shall be elected for a period of two years. No elected Board member shall serve more than two consecutive terms in any single position.  One year must elapse before one could run for a board seat again unless there is a lack of qualified and willing candidates. Any board member sitting for longer than the two-year term will be evaluated annually.  Election of Board members and officers will take place during the annual membership meeting of the Association. All elected shall become members of the Board of Directors upon their election.
  Section 6: Whenever any vacancy shall occur in the Board of Directors – except President – by death, resignation or any other reasons, the unexpired term shall be filled with an individual selected by the Board and approved by a majority vote of the remaining members of the Board of Directors at the next board meeting which may be called for that reason or other special objective.  In the case of death or resignation of the President, the Vice President shall automatically succeed to the Presidency and assume the function of this leadership role until an election can be held at the next Annual Meeting.
Section 7:  Meetings of the Board of Directors shall be held upon the call of the President.    At least two meetings must be called by the President during the year, at a time and place designated by him/her, and additional meetings may be called at his/her discretion. The President may request action by the Board of Directors between meetings by mail, e-mail, text messaging, or virtual meeting platform, and way of telephone until a quorum of 50% has been established.
Section 8: Special meetings of the Board of Directors may be called by the President upon the request of three or more members of the Board of Directors, or of ten members of the Association in good standing. Such requests must specify the objective for which the meeting is desired. No business other than the specified objective may be conducted during the special meeting. The President, Vice President, Secretary, and Treasurer, or a quorum of two-thirds board members, must be present at the meeting to proceed.
Section 9:   At least three days’ notice shall be given of the time, place, and purpose of all regular or special meetings of the Board of Directors by telephone, mail, e-mail, or text message to the last known number/address of each member of the Board of Directors.
Section 10: Half the number of currently elected members of the Board of Directors shall constitute a quorum for the transaction of business, unless in the event of a special meeting. A quorum shall not be achieved without the President or Vice President in attendance.   If a quorum is not present, the lesser number must adjourn the meeting to a later date. 
Section 11:  A Board member will be allowed two unexcused absences from Board of Directors meetings within a twelve-month period and may be removed from the Board by a two-thirds vote of the Board members present at the meeting for lack of attendance. Any member of the Board may be removed for cause after due hearing, by a vote of two-thirds of the members present, at any special meeting or of the members called for that purpose.
Section 12:   All former Presidents of the Association who are in good standing, excluding the immediate Past President, will be recognized as past service members of the Board of Directors. They will have the privilege to attend all Board meetings and participate in discussions regarding matters presented to the Board. However, they will not possess voting rights or the ability to propose or introduce motions during any Board meeting.
Section VII
Officers

Section 1:  The officers of the Association shall be President, Vice President, Treasurer, Secretary, and the Immediate Past President.

Section 2:  THE PRESIDENT  
The President of the association shall preside at all meetings of both the Association and the Board of Directors, and will serve as an ex officio member of all committees. At the Association’s Annual Meeting, the president is responsible for presenting the report regarding the general status of the Association and the proceedings of the Board of Directors. Additionally, the President may, at the Annual Meeting and at other appropriate times, share insights and suggestions of their own opinion promoting the welfare, prosperity, and usefulness of the Association. The president shall perform other such duties that are necessarily incident to the office of the President of like societies and associations.

Section 3:  THE VICE PRESIDENT 
The Vice President shall have such powers and discharge such duties as may be assigned to him/her by the Board of Directors. During the absence or disability of the President, the Vice President shall become acting President and – in that capacity – shall exercise all functions of the President.

Section 4:  THE SECRETARY
The Secretary shall keep and publish minutes of all meetings of the Association (minutes of special meetings may not be published at the discretion of the Board of Directors); have custody of all books and records of the Association except as otherwise provided for; make reports and perform other duties as are incident to this office, or are properly required of the Secretary by the Board of Directors. 

Section 5:  THE TREASURER
The Treasurer shall be responsible for all monies and other assets of the association; keep regular books of accounts; disperse the funds of the Association as directed by the Board of Directors. S/He may render to the Board as required an account of all transactions of the financial condition of the Association. S/He shall perform all such duties as are incident to this office, or are properly required of him/her by the Board of Directors.  Any transaction greater than $100 must have written approval from the President or First Vice President before payment may be made.
Article VIII
Committees
Section 1:    Executive committee: Shall be composed of the President, the Vice President, the Secretary, the Treasurer, and the Past President. Nominating Committee: shall be composed of four members. No more than two members of the committee shall reside in the same geographical area (Northern or Southern) of Nevada. In addition to the four committee members, the Immediate Past President shall be the chairperson of the Nominating Committee and shall vote in case of a tie. If the Immediate Past President is unable or unwilling to serve, the President shall serve as chairman of the Nominating Committee.
Nominating Committee members shall be elected annually by the Board of Directors. 
Members of the Nominating Committee need not be members of the Board of Directors.
A quorum of the Nominating Committee shall consist of at least three members.
Each member of the committee shall be a member in good standing of the Association.
The Chairman of the committee shall appoint an alternate if a member is unable to serve.
The Nominating Committee’s report shall be presented to the membership at the annual meeting.

Section 2:  Other Committees
The Board of Directors shall create committees and select chairs as deemed necessary.
Article IX
Meetings
Section 1:  Annual Meeting
The Association will convene its Annual Meeting within the first six months of each fiscal year, with the specific time and location to be established by the Board of Directors. Meetings may be held in Nevada or at any other venue selected by the Board. The Annual Meeting’s objectives will include presenting reports, electing officers and Board members when necessary, amending the by-laws, and addressing other relevant matters. Written notification of the meeting will be distributed to all Association members no less than 30 days before the event. A quorum for the meeting will consist of at least 30% of the members in attendance who are in good standing.

Section 2:  Special Meetings
Special meetings of the Association may be called by the President and the Board of Directors.

Section 3:  Rules of order
Henry M. Robert’s Rules of Order, newly revised, or any other edition thereafter published by the Roberts foundation, shall be recognized as the authority governing the meeting of the Association and its committees, when not in conflict with these bylaws.

Section 4:  A parliamentarian may be appointed by the presiding officer at any meeting to ensure proper order is followed. This position does not grant any additional voting rights to the member selected. The position of parliamentarian shall cease at the adjournment of each meeting.

Article X
Education
Section 1:  The OAN may organize educational seminars/events for its members. These events/seminars will be held in a location that allows for a significant number of members to attend whenever possible. These events/seminars will also be available via live stream, allowing virtual participants to earn the same credit(s) as those attending in-person whenever possible and applicable.
Section 2: Any transportation, lodging, meals, and/or incidental expenses related to attending the educational seminars will be the sole responsibility of the member and not the OAN.

Article XI
Executive Director
An Executive Director may be hired by a majority vote of the Board of Directors and, serves at the discretion of the Board of Directors
The Executive Director must be present at all meetings held by the Association and the Board of Directors. The Executive Director is responsible for documenting the proceedings.
The Executive Director will be the agent of the Association and conduct all business on behalf of the Association as approved by the Board of Directors
Whenever requested by the chair of a committee, the Executive Director shall attend and render assistance as required.
The Executive Director will maintain all records of membership, business of the Association, and all other matters pertaining to the business of the Association.
The Executive Director will carry out all functions assigned to him/her by the Board of Directors or by the President when acting for the Board.
Article XII
Limitation of Liability
Nothing herein shall constitute members of the organization as partners for any purpose. No member, officer, board member, agent, or employee of the organization shall be liable for the acts, or failures to act, on the part of any other member, officer, board member, agent, or employee of the organization; nor shall any member, officer, board member, agent, or employee of the organization be liable for his/her acts under this constitution and bylaws, except the acts of omission to act arising from willful misfeasance. 
 A director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as director except to the extent that by law a director’s liability for monetary damages may not be limited. 
Article XIII
Fiscal and Legal Procedures
Section 1:   Fiscal and dues year
The fiscal year of the association shall begin on July 1 and end on June 30 of the following year.

Section 2: Non-Compensation
No elected member of the board of directors acting in her/his capacity as an officer or director shall receive compensation for service rendered.

Section 3: Disposition of Surplus Funds
Any surplus of normal operating requirements and in excess of reasonable reserve to be determined by the board of directors shall be used to further the purpose of the organization.

Section 4: Financial Reporting
The treasurer shall provide to the board of directors annually a report of all receipts and disbursements of the organization.            

Section 5: Incurring Indebtedness 
 No Member, affiliate, committee, committee member, officer, board member or employee of the association shall incur any indebtedness in the name of the organization or make any commitment involving the association without authorization by the board of directors.
Section 6: Legal Counsel 
 The Board of Directors may hire a legal counsel to act as a general legal consultant and to advise in the legal affairs of the association. 

Section 7:  Lobbyist 
The Board of Directors may hire a Lobbyist to represent and advise in the legislative affairs of the association as needed. 

Section 8:  Financial Review 
The Board of Directors may hire a certified public accountant to review the financial records of the association. They will provide a report of financial review or audit as requested by the Board of Directors.

Article XIV
Distribution of Assets
The organization will use its funds only to accomplish the purposes specified by the bylaws, and no part of such funds shall be distributed to the membership. Upon dissolution of the organization any funds remaining shall be donated directly to an appropriate scholarship as determined by the Board of Directors.

Article XV
Amendments
These by-laws may be amended at any meeting of the Association – annual or special, by
vote of two-third of the membership present in person or virtual (if applicable). A notice of the amendment must be sent to all members at least 15 days in advance of the meeting. A request for any proposed amendment may be presented by the board of directors or by at least three members of the association having presented in writing to the executive director.