Ontario Association of Optometrists. Constitution and Bylaws

Transcription

1 Ontario Association of Optometrists Constitution and Bylaws As Amended April 2007 Edition

2 Ontario Association of Optometrists CONSTITUTION Article I - Statement of Purpose The Ontario Association of Optometrists is established to carry out the following purposes and goals: A. To ensure that optometry is the primary eye and vision care profession through advocacy and education; B. To achieve recognition with the public, government and other influence groups for the scope and quality of vision care services offered by the profession; C. To provide the leadership and resources for members to become the best primary eye and vision care professionals possible; D. To ensure that the scope of practice evolves such that optometry maintains its position as the primary eye and vision care profession. E. To negotiate on behalf of the members of the Association with government and other parties. Article II Name The name of the Corporation is to be the Ontario Association of Optometrists. Article III- Amendments to the Constitution Amendments to the Constitution may be undertaken in the manner prescribed in the bylaws of the Association. Amendment to the Constitution will require a vote in favour by at least twothirds of voting members returning ballots by mail or advance poll as provided for in the bylaws or attending, in person, a meeting duly constituted to review such amendments. Article IV - Amendments to the Bylaws The bylaws of the Association may be amended or added to in such a manner as may be provided within the bylaws of the Association. Any bylaw amendment must be approved by a majority vote of voting members returning ballots by mail or advance poll as provided for in the bylaws or attending, in person, a meeting duly constituted to review such amendments. Ontario Association of Optometrists

3 Ontario Association of Optometrists BYLAWS Bylaw No. 1 - Banking and Finance 1.1 From time to time, the Board of the Association may approve a resolution in the form required by the financial institutions whose services are used by the Corporation in order to enable the Corporation to carry on banking and other financial activities. Such a resolution shall be regarded as a bylaw of the Association, but will not require the approval of the membership, as is the case in establishing or changing other bylaws. 1.2 Such resolutions when passed by the Board of Directors shall be entitled to be termed as Bylaw 1 of the Association, without the entire text of such resolutions being recorded as part of the bylaws of the Association. 1.3 The Board shall, at least once per year, designate the signing officers of the Association for banking purposes. 1.4 Each year, an independent auditor, a chartered accountant, shall be appointed to audit the financial statements of the Association. The annual auditor's report will be available to all members in good standing on a timely basis. Bylaw No. 2 Definitions Within the Constitution and the bylaws of the Ontario Association of Optometrists, the following terms and definitions shall apply: 2.1 Association Except as specifically indicated otherwise, Association refers to the Ontario Association of Optometrists. 2.2 Director - Where the word "Director" is used, it shall be deemed to indicate that the person so represented is serving as a Director of the Corporation as provided for under the Corporations Act of Ontario. 2.3 Membership Year - The membership year of the Association shall be the same as the fiscal year of the Corporation. 2.4 Board of Directors - The Board of Directors may herein be referred to as the "Board". 2.5 Officers - The officers of the corporation are the President, the Treasurer and (Corporate) Secretary. 2.6 Any reference to the masculine gender or singular form may be construed as appropriate or necessary as being either of the feminine gender, or the plural form or both. 2.7 Meetings A General Meeting is one called to present reports to all members in the province or to allow all members present to vote upon business brought before the Meeting, or both. The Annual General Meeting is a General Meeting. A Regional Meeting is one held to present a report on the activities of the Association at a time and place intended for, but not limited to, members in a common geographic area of the province. 2.8 Member in good standing An individual qualified to be a member as set out in the bylaws, on whose behalf, subject to any relief for deferred or acceptable late payment set out in the bylaws or policies set 3

4 by the Board, all current dues and outstanding indebtedness to the Association has been paid. 2.9 Past-president The immediate Pastpresident of the Association, while still an Active member of the Association, for the year following the election of his successor. Bylaw No. 3 Membership Categories 3.1 The membership of the Association shall be of individuals in the categories of Active, Associate and Honourary and such other categories approved, from time to time, by the Board. The Board shall set policies to determine the requirements and designation of appropriate membership category for any member or new applicant for membership. The Board may choose to receive an appeal by a member with respect to the category of membership administratively assigned. 3.2 Active Members - Any individual holding a certificate of registration to carry on the practice of optometry in Ontario may apply and may become an Active Member subject to policies set by the Board of Directors. An Active Member shall be entitled to all privileges of membership. The right to vote and hold office shall be limited to members in the Active Membership class except as otherwise specifically provided in the bylaws. The right to hold elected office in the Association is reserved for Active Members. 3.3 Associate Members Associate Members may attend all General and Regional Meetings of members, but may not vote nor hold office. The Board may, at its discretion, set policies respecting Associate Membership in any of one of the following forms: a) Member Emeritus Any optometrist who has been an Active Member of the Association for at least five years may, upon full retirement from practice, apply for and be approved as a Member Emeritus. b) Extra-Provincial Members Member optometrists, who have left Ontario to practice may, so long as they are practising members of the applicable provincial, or comparable optometric association, continue as members of the Association in this category, until such time as they return to Ontario. Similarly, optometrist members who leave Ontario to continue their optometric education, may continue as members of the Association in this category, for the duration of their studies. c) Special Members Optometrists who would otherwise qualify for full Active Membership, but who, for reasons of special circumstance, such as temporary financial stress, may be approved as a Special Member of the Association. Application to be considered in the Special Member category must be made for each membership year of the Association. d) Faculty Members Optometrists who otherwise qualify for Active Membership and others, who are full-time Faculty Members of a School of Optometry in the province of Ontario, for at least one full year school year, may qualify as Faculty Members of the Association for any such year in which they are Faculty Members. Optometrists who are engaged full-time in vision-related research at a non-profit Ontario health institution may also be approved as members in the Faculty Member class. All members of this class have the right and privilege of voting. 4

5 3.4 Honourary Members 3.4 a) Honourary Membership may be conferred by the Board of Directors on any person who has rendered valuable service to the Ontario Association of Optometrists, or who has made long standing contributions to the Association or the profession of optometry. Honourary Members may attend General and Regional meetings, but may neither vote nor hold office, save that Honourary Members holding a current, valid certificate of registration from the College of Optometrists of Ontario may vote. b) Honourary Membership shall be granted for life except when the Board chooses to set a finite term or condition. c) Staff members may be designated Honourary Members for the duration of their employment. 3.5 Student Members Any full-time student of a doctor of optometry program at any accredited School of Optometry, may apply and may become a Student Member of the Association pursuant to policies set by the Board of Directors. Bylaw No. 4 Membership Privileges 4.1 Privileges of Membership: The privileges of membership for Active, Honourary, Faculty and Special members shall include, but shall not necessarily be limited to the following: a) attending meetings of the Association b) receiving membership mailings c) having access to membership services at members' rates, including education programs of the Association d) receiving, as available and appropriate, staff and volunteer assistance in areas related to optometric practice or to the activities of the Association or both. Bylaw No. 5 Obligations of Membership It is the duty and obligation of each member of the Association to support the honour and dignity of the profession and to discharge his professional responsibilities with fidelity and integrity and to comply with the bylaws and the Code of Ethics, approved and adopted by the Association and to assist the Association in the attainment of its objectives. Bylaw No. 6 - Termination and Reinstatement of Membership 6.1 Any member shall have the privilege of resigning from the Association upon written application. Any member resigning from the Association, or terminated from membership must forward his membership certificate to the Association offices without delay. 6.2 Any member who has resigned from the Association or who has been suspended from privileges or expelled from the Association for any reason may apply for reinstatement to membership. In addition to any customary dues, fees and assessments outstanding for membership by the applicant, an additional fee, as may be set from time to time by the Board of Directors for re-entry may be payable. The re-entry fee will be refunded if the application for full membership re-instatement is not accepted. 6.3 Members surrendering their membership during the course of the membership year for any reason except resignation or expulsion may apply to 5

6 receive a partial refund of dues paid in accordance with policies set by the Board of Directors. 6.4 A member may be suspended from privileges or terminated from membership for failure to pay membership dues in full, within the time limitations set out in the bylaws, or for failure to pay any outstanding debts owed to the Association in full within sixty days of incurring the indebtedness. Bylaw No. 7 Membership Dues 7.1 The dues payable shall be as determined by the Board of the Association and ratified by majority vote by the membership by mail ballot or at the first General Meeting following approval by the Board of a dues resolution. However, the Board may set for any membership year, a value for Active Member dues that is equal to or less than the value for Active Member dues last approved by the membership in the manner prescribed in the bylaws. 7.2 Total dues payable shall include all applicable dues and assessments for the current year of the Canadian Association of Optometrists so long as the relationship between the Association and the Canadian Association of Optometrists provides or calls for payment or collection of dues by the Association. 7.3 For graduates entering into practice for the first time only, the dues for Active Membership shall be as follows: i) For the balance of the fiscal year in which they graduate, no dues. ii) For the first full membership year after registration as an optometrist, one-fifth of the Active Membership dues shall be paid, upon application. iii) For the second membership year after registration as an optometrist, two-fifths of the Active Membership dues shall be paid. iv) For the third membership year after registration as an optometrist, three-fifths of the Active Membership dues shall be paid. v) For the fourth membership year after registration as an optometrist, four-fifths of the Active Membership dues shall be paid. 7.4 An optometrist eligible for membership in the Active category, whose age on the first day of the applicable membership year when added to his total combined years of Active membership equals 120 or more, may apply for, and may be granted, a reduction in the OAO Active membership dues for that year of 75%. Similarly, an optometrist eligible for membership in the Active category whose age on the first day of the current membership year when added to his total combined years of OAO membership equals 125 or more, may apply for, and may be granted a reduction in OAO Active member dues of 100%. 7.5 Associate Members shall pay the following dues: a) Members-Emeritus are eligible for a reduction in Active membership dues by an amount set by the Board of Directors. b) Extra-Provincial Members are eligible for a reduction in Active membership dues by an amount set by the Board of Directors. c) Special Members shall pay twenty-five percent of the Active Membership dues. d) Faculty Members shall pay fifty percent of the Active Membership dues. 7.6 Honourary Members shall pay no dues. 6

7 7.7 A member will be considered to be in good standing when his membership dues are paid in full prior to the commencement of the membership year. The Board may set policies with respect to the action to be taken, including revocation of membership, when dues are not remitted by the first day of the membership year or in accordance with an approved system of instalments. The Board may approve a system for payment of dues by instalment, which may include additional charges or penalties for non-payment or both. 7.8 Each Active Member in good standing, shall be entitled to one certificate of membership, signed by the President and Secretary of the Corporation, and sealed with the Corporate Seal. 7.9 The Board may set an amount for a special assessment of members that shall have the same force as if the assessment were membership dues. Special assessments shall be subject to the same approval by the membership as for revisions to the membership dues. The Board may choose whether the assessment shall apply to any or all classes of membership other than Active. The Board may determine whether or not the special assessment to be paid by a class or group of members who pay a portion of Active Membership dues shall be in the full amount of the assessment or in the proportion of Active Membership dues. Bylaw 8 Conduct of Business The Association shall be governed by Bourinot's Rules of Order, the latest edition, and the Oxford English Dictionary, in the interpretation of the meaning of words in any deliberations and discussions of Association business. Bylaw No. 9 - Meetings 9.1 The Association shall hold an Annual General Meeting of the members of the Association not later than fifteen months after the holding of the immediately preceding Annual General Meeting. 9.2 The President shall set the time and place of the Annual General Meeting and shall arrange or cause to be arranged, facilities for such meeting. Notice of the Annual General Meeting shall be sent to all members at least thirty days in advance, giving the time and place and such other information as may be required by the bylaws of the Association. Notice of the Annual General Meeting, printed in an official publication or communication of the Association, which is sent thirty days in advance of the Annual General Meeting, shall be deemed to be sufficient notice under this bylaw. 9.3 General Meetings of the Association shall be held when necessary on the call of the President. A Special General Meeting shall be held upon receipt by the Executive Director of a written request from ten percent of the voting members of the Association stating the purpose of such a meeting. The Executive Director shall send or cause to be sent, notice of such meeting, at least fifteen days in advance, stating the time, place and the purpose for which the meeting has been called. If for any reason the Executive Director is unable to effect his duty under the bylaw with regard to distribution of notice of the meeting, any Officer of the Association may assume that responsibility. At any such Special Meeting, no business or discussion other than that which has been indicated in the notice of the meeting, shall be transacted or undertaken. 9.4 No member of any class other than the President is individually empowered to call 7

8 a General Meeting of the Association. To assist the Association to communicate with members, the President may call Regional Meetings that shall be open to all members but held primarily for members in a common geographic region of the province. 9.5 Wherever any notices are required to be sent or given to any member, the same may be sent by Canada Post to such member and shall be deemed to be delivered on the second business day following delivery to Canada Post. Failure of a member or members to receive notification of a meeting will not invalidate any proceedings taken at said meeting. 9.6 The President, or failing him, the Vice President, or failing him, the Treasurer, shall act as Chair of Board and General Meetings of the Association and in the event that all three are absent, the Chair shall be such person, as the meeting shall elect. A Director from the Region will normally chair a Regional Meeting. Bylaw No The Board of Directors, Composition and Meetings 10.1 The Board of Directors shall be composed of such Active members in good standing of the Association as may be elected as provided for in the bylaws The Board shall meet at least three times between each Annual General Meeting for the purpose of considering the activities of the Association and ensuring that the mandate and resolutions of the Annual General Meeting of the membership are discharged Meetings of the Board may be held at any time or any place upon the call of the President. Electronic or written notice of the time and place of such meeting shall be forwarded to each Director or Officer as appropriate, not less than ten days before the meeting. If all members of the Board are present at the Board meeting, or if those not present waive notice of time and place of such meeting either before or after the holding thereof, adequate notice shall be deemed to have been given The act of a majority at any meeting, at which a quorum is present, will constitute a legal and proper act of the body, except in those matters requiring a larger majority vote under the Association's adopted rules of order. Bylaw No The Board of Directors, Responsibilities 11.1 The Board of Directors is charged to do all in its power to improve and advance the profession of optometry in Ontario. The Directors, collectively and individually, are responsible to be informed as to legislative activity in the province of Ontario that may have a bearing on the practice of optometry. The Board is required to take or cause to be taken such action as it deems appropriate to counter adverse influences on the Mission of the Association, the rights or prerogatives of optometrists to practise optometry or, the public's right of access to optometric services The management of the Association is invested in the General Membership. Such management with full administrative authority is conferred upon the Board of Directors, as provided in the bylaws, and governing statute or regulation, to manage the Association effectively on behalf of the membership in the manner determined by the Board, in the intervals between General Meetings. The Board shall have the power to expend funds for the benefit of the Association and may set policies with 8

9 respect to the delegation of its powers of expenditure The Board shall co-operate with the College of Optometrists of Ontario in proper enforcement of the Regulated Health Professions Act and successor legislation as it relates to optometry and the Optometry Act and successor legislation. The Association shall act independently or through other appropriate vehicles when any body or individual undertakes action prejudicial to the interests of optometry, and shall encourage the College of Optometrists of Ontario to undertake action to protect individual optometrists or the profession, under the same circumstances Each member of the Board of Directors shall responsibly carry out such duties and obligations as are specified under the Corporations Act (Ontario) for Directors or successor legislation Within ninety days of the start of the Membership year, the Board of Directors shall meet to elect the President, Vice President and Treasurer for the ensuing year. Within ninety days of the start of the Membership year, the Board shall complete elections for such other offices of responsibility as the Board may establish and confirm the appointment of Committee Chairs and members and such other appointed positions as are the responsibility of the Board The Board shall set policies with respect to the review of and response to reported violations of the Constitution, bylaws, and the Code of Ethics The Board shall assist the President to fill all vacancies of office or responsibility The Board shall ensure that a proper financial audit of the accounts of the Association is undertaken annually; and in general, ensure that actions taken by or on behalf of the Association are in compliance with the purposes of the Association and its bylaws, and applicable statutes and regulations. Bylaw No. 12 The Board of Directors, Removal 12.1 Any Director who fails during his elected term to attend any two meetings of the Board at which his attendance is required, without giving reasonable cause, will be expelled from the Board and a successor shall be determined as provided for in the bylaws The President, upon receipt of a written request from members representing ten percent or more of voting members for the removal of a Director, shall provide or cause to be provided, a vote by mailed ballot to determine whether the Director presently in office, shall be retained. Subject to a minimum of fifty percent of the members eligible to vote casting a ballot, a majority of members voting as provided under the bylaws for a mailed ballot, shall be sufficient to determine whether the Director is to be expelled from office. The final determination of the request for review shall be completed within sixty days from the time that the President receives the request. Bylaw No The Board of Directors, Indemnification 13.1 The Directors and Officers of the Association are indemnified and held harmless. All acts, contracts, bylaws, proceedings, appointments, elections and payments enacted, made, done and taken by the Directors and Officers of the Association 9

10 from Annual General Meeting to Annual General Meeting, as the same are set out or referred to in the minutes of the meetings of the Board of Directors or in the annual reports and financial statements submitted to Annual General Meetings or any other meetings of members, are approved and confirmed The Directors and Officers of the Association shall be individually and collectively indemnified by the Association under the provisions of the Corporations Act (Ontario) or successor legislation. Bylaw No. 14 Election of Directors, Electoral Wards The Province of Ontario shall be divided into five electoral Wards. The geographical electoral Wards shall be designated by name and shall comprise the respective administrative divisions (counties, districts, regions, and regional municipalities) and their successors, as follows: a) North Districts of Kenora, Rainy River, Thunder Bay, Cochrane, Algoma, Sudbury, Timiskaming, Nipissing, Manitoulin, Parry Sound, Muskoka, Regional Municipality of York, and Counties of Dufferin, Grey, and Simcoe. b) East Counties of Frontenac, Haliburton, Hastings, Lanark, Leeds and Grenville, Lennox and Addington, Northumberland, Peterborough, Prescott and Russell, Prince Edward, Renfrew, Stormont, Dundas and Glengarry, Victoria, and Regional Municipalities of Durham and Ottawa-Carlton. c) Central City of Toronto. d) South County of Brant, and Regional Municipalities of Haldimand-Norfolk, Halton, Hamilton- Wentworth, Peel, and Niagara. e) West Counties of Bruce, Elgin, Essex, Huron, Middlesex, Lambton, Kent, Oxford, Perth and Wellington and Regional Municipality of Waterloo. Bylaw No. 15 Election of Directors, Process and Eligibility 15.1 The Board of Directors shall consist of twelve Directors including the President, and as provided in the bylaws, the Pastpresident Directors shall be elected without restriction as to their place of practice in Ontario save that the maximum number of Directors elected to serve from any electoral ward is less than a majority Each Director shall serve to the end of the second fiscal year following his taking office or until his successor is elected. In normal circumstances, six directors shall be eligible for election each year Any nominee for election as a Director must be nominated in writing by at least three other voting members and all candidates for election to the Board must be of a class of membership entitling them to hold office. A nominee for election must submit his consent to nomination in writing to the Executive Director. 15.5a) Except as herein provided, all nominations for election as a Director as well as the nominee's written consent must be received by the Executive Director or his designate within the time limits specified under Bylaw 15.7 and in the notice of election of Directors. 10

11 b) The signatures of a member consenting to nomination, and the signatures of nominating members may be transmitted by facsimile and when received by the Executive Director may, subject to meeting such reasonable tests as may be appropriate to verify the authenticity of any of the signatures of members related to a nomination, be accepted on the same basis as original nomination signatures and materials. Similarly, a withdrawal of nomination as provided for in the bylaws may be accepted when sent by facsimile before the specified deadline for such withdrawal In the event that there is but one nomination for each of any open Director's position in the hands of the Executive Director within the prescribed time, the nominee(s) shall be considered to be elected and shall take office on the first day of the fiscal year, following the date of their election or such later date as may result from delays in the electoral process. Where more than one nomination per vacancy is received, voting to select one Director for each contested vacancy will take place as provided for in the bylaws. 15.7a) Only members in good standing as determined by these bylaws shall be qualified to vote for the election of a Director, and such voting shall take place by ballot or voting papers supplied by the Association. b) The election of Directors will be accomplished as required each year, by a date specified by the President which permits the election to be completed prior to the end of the fiscal year and which provides: at least 21 calendar days for the submission of nominations; a further six calendar days for any nominee to withdraw his nomination; and which allows members to have not less than fifteen calendar days from the date upon which the election ballot is given to Canada Post or a courier service approved for such purpose by the Board of Directors, or is sent by facsimile, or by a combination of these means for delivery to members, to return their marked ballots to the Executive Director, who shall keep them intact until such time as a panel of at least three scrutineers is appointed by the President and present to open and count the ballots. Results of the voting shall be delivered to the President forthwith, and promptly communicated to the members When no nomination has been received for a vacancy at the end of the time established for nominations, as soon as is practical, a second period of nomination and election for such vacancy shall be opened with all of the time limits and requirements of the election process set out in the bylaws to apply. If at the conclusion of this second period for nominations, there is still no nominee for the vacancy willing to stand for election, then the Board of Directors shall have the power to appoint, from among members eligible to serve as a Director of the Association, a member to serve as a Director in the vacant position, until the conclusion of the fiscal year of the appointment, or the Board may elect to leave the vacancy open until the next annual election of Directors. Where there is more than one equivalent Director position or other member-elected office to be filled and where at the end of the period for nominations, nominations in acceptable form have been received for some but not all of the available equivalent positions, then, subject to other provisions in the bylaws respecting elections, those nominees whose nomination materials have been received will be elected and the election for the position or positions for 11

12 which they were nominated will be closed. The subsequent election required to fill any position or positions unfilled, will apply only to those for which no nomination has been received as required Any ballot that does not clearly indicate the preference of the voter for any nominee(s) duly presented for election shall be considered to be void. Notwithstanding the foregoing, where electors may elect more than one Director, they may vote for one candidate only or for up to as many candidates as there are vacancies The term of the Director shall normally be for two years, ending on last day of the second fiscal year following his taking office. No Director may serve more than twelve consecutive years not including his years as President. scheduled election of Directors, the Board may, by two-thirds majority of those voting, appoint a successor for the balance of the term When there is a vacancy on the Board because of reasons set out in the section preceding, of more than one hundred and eighty days before the end of the term of office of the Director, an election must be held to elect a successor for the balance of the term or to the end of the temporary leave of absence, whichever circumstance applies. The manner of such election shall be the same as for the regular election of Directors When an election of a successor to a Director is required under the provisions of this bylaw, the Board may appoint an interim delegate, to serve until the election process is complete. Bylaw No. 16 Election of Directors, Vacancies 16.1 In the event that a Director should wish to resign from his position or to undertake a leave of absence greater than forty-five days from the duties of Director, he may do so by submitting written notice to the President of the Association. Until such time as his request to resign or to receive temporary leave of absence has been accepted by the President, he shall be deemed to remain in office A vacancy in the Board of Directors arising from death, incapacity of a Director which bars him from effective action as Director, or any other cause, shall be treated in the same manner as resignation or temporary leave of absence When there is a vacancy because of a death, incapacity, or request for resignation or temporary leave of absence and less than one hundred and eighty days until the next Bylaw No. 17 Responsibilities and Powers of Officers and Other Appointed or Elected Positions 17.1 Directors elected to hold the positions of President, Vice President and Treasurer may as appropriate and reasonable, delegate their specific responsibilities The President a) The President is the Chief Elected Officer of the Association and Chairman of the Board of Directors. He is a member, Ex Officio, of all committees except the Nominating Committee. He shall make all required appointments of Committees Chairs and Members with the advice and consent of the Board of Directors and shall have a general supervisory responsibility over the management and affairs of the Association. b) The President shall notify or cause to give notice to the Board of Directors of all 12

13 meetings of those bodies and has a general responsibility with respect to committees. At General Meetings of the Association and such other times as he should deem proper, the President shall communicate to the members such matters and make such suggestions as may, in his opinion, tend to further the welfare and increase the usefulness of the Association. He shall perform such duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors. c) Upon election by the Board, the President continues to be a Director of the Association and must seek re-election as a Director at the end of his term as Director Vice President The Vice President may be vested with all the powers that may be required to perform all duties of the President in his absence. He shall perform such additional duties as may be prescribed by the Association or by the Board. A Director shall neither seek nor accept election as Vice President without the intention of succeeding as President when that office is open. The Vice President is an elected Director and must seek re-election at the end of his term as Director Treasurer a) The Treasurer oversees the Association's funds and financial records. He is responsible for the collection of all membership dues and assessments; the establishment of proper accounting procedures for the proper handling of the Association funds; and is responsible for the keeping of the funds in such banks, trust companies, and/or investments, as are approved by the Board. b) He shall report on the financial condition of the Association at the Annual General Meeting of the Association and at such other times when called upon by the President. At the end of each fiscal year, he shall cause to be prepared, an annual report, which will reflect an audit, by a chartered accountant. He shall prepare a budget forecast for each fiscal year. c) At expiration of his term of office, he shall deliver, or cause to be delivered to his successor, all books, money and the property in his charge, or in the absence of a successor being named, he shall deliver such items to the President. Delegation of responsibilities of the Treasurer shall be in accordance with Board policy Executive Director a) Under the direction of the Board of Directors and the President of the Association, the Executive Director shall manage and direct all activities of the Association. He shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Association and may fix their compensation within the approved budget. As Executive Director, he shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall, in his judgement, be in the best interest of the Association. b) In addition to the foregoing, the Executive Director shall be the Secretary of the Corporation and shall undertake such action as required as Secretary of the Corporation under the Corporations Act of Ontario. He shall be responsible for the proper recordings of proceedings of meetings of the Association and Board of Directors and carry into execution, all orders, votes, and resolutions not otherwise committed. He shall see that accurate 13

14 membership records are kept. He shall keep the seal of the Corporation. c) Such duties of the Secretary of the Corporation, as may be specified by the Board of Directors, may be delegated by the Executive Director to a designated member of the staff or member of the Association. Any such delegation shall be in compliance with Board policy. d) In addition to the foregoing, the Executive Director shall have any additional responsibilities delineated elsewhere within the bylaws of the Association, or in any contractual agreement with the Association Past President The immediate Past-president shall remain as a non-voting Director during the year following the election of his successor, with such individual responsibilities as may be given by the Board, save that if he is concurrently an elected Director he shall have all the rights and responsibilities of a Director including the right to vote Committees The committees of the Association shall be those which may, from time to time, be deemed by the Board to be appropriate and necessary. Committees are subject to reconfirmation at the first regular meeting of the Board of Directors following the beginning of the fiscal year in even- numbered years Representative to the Canadian Association of Optometrists When appropriate a Member shall be nominated by a Director of the OAO and confirmed by a majority vote of the Board of Directors of the OAO to serve as a Representative to the CAO for the Association. The Representative to the CAO shall represent the views and needs of the Association to the CAO, and report to members of the Association on the activities of the CAO, particularly as they apply to Ontario. In co-operation with the Association, he will seek to promote communication and mutual support for optometry in Ontario and the other provinces and territories of Canada. He may participate at meetings of the Board but may not vote, subject to such policies as are set by the Board Administrative Structure The Board has the power, limited only by the bylaws and law to allocate powers and responsibilities among Directors, volunteer members and staff as the Board may deem necessary and practical from time to time. Bylaw 18 Individual Directors Responsibilities 18.1 Directors are responsible for twoway communications between members and the Board. The Director shall represent to the Board, the received opinions and sentiments of members. He shall attend the Board meetings and use opportunities to communicate with members on matters of importance and interest to the Association and profession of Optometry A Director, in communicating to members the decisions and actions of the Board and of the Association, shall be an advocate for decisions or resolutions of the Board, or of the Association, when such decisions or resolutions are attained in compliance with the bylaws of the Association. 14

15 Bylaw No. 19 Reimbursement for Cost 19.1 Directors, committee chairmen, members of committees and members of the staff of the Association, may be reimbursed for costs incurred in the conduct of Association business in accordance with the schedule and policies set by the Board when application for such reimbursement is made in the approved manner. Bylaw No. 20- Amendments to the Bylaws or the Constitution 20.1 Amendments or additions to the bylaws or the constitution may be sought by voting members of the Association or proposed by the Board of Directors Amendments or additions to the bylaws or the constitution sought by voting members of the Association must be received by the Association office not less than thirty-five days prior to the General Meeting at which time they are to be considered. Supportive signatures of at least three percent of voting members must accompany such proposals for amendments or additions. The Executive Director, or failing him, the President, shall cause such requests for amendments or additions to be sent to members of the Association at least twenty-one days in advance of the General Meeting in which they are to be considered The Executive Director will disseminate for voting by members, a resolution requesting an amendment or addition to the bylaws, passed by a Regional Meeting, when duly submitted. Such a request shall be deemed to have been duly submitted when the following criteria are fulfilled: a) The Regional Meeting is attended by at least ten members eligible to vote. b) The resolution is received in the OAO office prior to the thirty-five day period specified in Bylaw c) The submission is in a form appropriate for transmission to the membership at large for their consideration The Board of Directors of the Association may propose an amendment to the bylaws or the Constitution. Such proposals must be dispatched to the membership of the Association not less than twenty-one days prior to the General Meeting at which time such proposal is to be considered Amendments to the bylaws or the constitution may be considered other than at, or in conjunction with, a General Meeting in the following manner: the proposed amendments, additions, or deletions shall be transmitted to each voting member and a minimum of thirty days shall be allowed from the date of transmission for return of ballots as prescribed in the bylaws for "voting by mail". Bylaw No Voting By Mail 21.1 An absentee vote on a form prescribed by the Board may be employed for the following: the election of Directors; amendments to the Constitution or to the bylaws; and other important issues deemed by the Board of Directors to require an immediate decision by the membership In the case of a vote by mail under the provisions of this bylaw, a ballot shall be deemed to be void if the member has not signed the outside cover of his ballot in the manner set out in the voting instructions. A period of thirty days must be allowed between the date of dispatch of the notice to the members of the issue to be voted upon 15

16 and ballots, and the date upon which the votes are to be counted. Notwithstanding, changes to the bylaws or the Constitution proposed by the Board of Directors require an allowance of only twenty-one days for the dispatch and return of ballots Members shall only use envelopes provided to them for the return of ballots to submit their ballots. Members shall use these envelopes only for the said ballots. These ballot envelopes when received by the Association office shall be segregated by the Executive Director, or such individual who may be designated by the Executive Director and kept intact until such time as a panel of three or more scrutineers appointed by the President, may count the ballots. When the result of the voting is to be presented at a General or Annual General Meeting, the ballots received by mail shall be delivered to the scrutineers appointed for the counting of ballots at such a meeting The deadline for receipt of ballots may be extended by order of the Board in order to compensate for a disruption in postal service. Bylaw No. 22 Voting by Advance Ballot 22.1 The Board of Directors may, not less than fifteen days before a General Meeting of members, cause to be sent to voting members, one or more proposals upon which members will be entitled to vote at the General Meeting, and to provide for advance ballots that voting members may return to the Secretary of the Corporation to cast either for or against the proposal as directed by the member in the advance ballot. The deadline for the receipt of such ballots shall be not less than 72 hours prior to the scheduled start of the General Meeting to which they apply Where the members have the opportunity to cast a ballot with respect to an issue or in an election, whether or not advance balloting is provided for, only original ballots shall be accepted, not facsimile or other electronically transmitted ballots. Bylaw No Quorum 23.1 At all meetings of the Board of Directors and Committees and like bodies of the Association, a quorum shall consist of a majority of those entitled to vote at such meetings At an Annual General or Special Meeting of the membership of the Association, three per cent of voting members in good standing shall be deemed to constitute a quorum At Regional Meetings of the Association, fifteen voting members shall constitute a quorum. Bylaw No Attendance at Meetings of the Association 24.1 Only members of the Association, the Association's staff, or other authoritative sources and counsel may attend any General or Regional Meeting of the Association. Notwithstanding, subject to any statutory requirements, the consent of a majority of the voting members attending such a meeting is sufficient to permit guests and others to attend and to permit non-voting members of the Association to speak to the meeting. Bylaw No Subsidiaries 25.1 The Board may delegate aspects of the provision of services to members and others, or arrange the affairs of the 16

17 Association to the anticipated advantage of members, through the creation of subsidiary corporations, companies, or sections, which shall report on a timely basis to the Board. Bylaw No. 26 Sections 26.1 The Board may approve the creation of a Section to serve groups of members of common interest. Any costs for activities of the section including use of Association facilities shall be met by the section members through an annual fee which shall be the same for all section members, unless otherwise determined by majority vote of the section members. A section may elect Trustees to lead and facilitate the activity of the Section Trustees of the section shall be responsible for the collection, safekeeping and accounting of any fees collected. The Association's auditor shall include all Section funds in his annual review and report Activities of any section are subject to review and limitation by the Board of Directors of the Association. Bylaw No Dissolution 27.1 The Association shall use its funds to accomplish the objectives and purposes specified in the bylaws and Constitution of the Association and no part of those funds shall inure or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regular organized and qualified charitable, educational, scientific or philanthropic organizations selected by the Board of Directors. e. & o. e. Ontario Association of Optometrists