Articles of Incorporation

The undersigned, acting as incorporator under the Tennessee Nonprofit Corporation Act, adopts the following Articles of Incorporation:

Article I: Name of Corporation and Duration

The name of this corporation is Retail Optometrists Association (hereinafter referred to as the "Corporation") and its duration shall be perpetual.

Article II: Organization of Nonprofit

This Corporation is a nonprofit, mutual benefit corporation, organized under the Tennessee Nonprofit Corporation Act.

Article III: Purpose

a)                  The Corporation is formed as a business league, within the meaning of section 501(c)(6) of the United States Internal Revenue Code of 1986, (hereinafter referred to as the "Code").  All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law or Regulation.

b)                  In furtherance of the purposes set forth in this Article III, the Corporation may exercise all the rights and powers conferred on nonprofit mutual benefit corporations under the laws of the State of Tennessee.

c)                  The Corporation is organized and shall be operated to promote the common professional interests of its members, all as contemplated and permitted by Section 501(c)(6) of the Code, and, in connection therewith, but only to the extent consistent with and in furtherance of that purpose, to promote and advance the science and profession of optometry, to facilitate and improve prevention, diagnosis, and treatment of disorders affecting the eye and related structures, and to do and engage in any and all activities that may be necessary or incidental to any or all of the foregoing purposes.

d)                 For such purposes and not otherwise, and subject always to the further provision of these Articles, the Corporation shall have and exercise only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, in trust, or otherwise, and to own, hold, manage, administer, and to make gifts, grants, and contributions of, and to expend, convey, transfer, and dispose of, any and all funds and property and the income therefrom in furtherance of the purposes of the Corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to the Corporation by the Tennessee Nonprofit Corporation Act. Provided, however, that all such powers of the Corporation shall be exercised only so that the operations of the Corporation shall be exclusively within the contemplation of Section 501(c)(6) of the Code; and provided finally, however, that the Corporation shall not carry on any activity not permitted to be carried on by a corporation that is exempt from federal income taxes under Section 501(a) of the Code as an organization described in Section 501(c)(6) of the Code.

Article IV: Board of Directors

The Board of Directors shall manage and direct the business and affairs of the Corporation. The number, qualifications, term of office, method of appointment or election, powers, authority, and duties of the Directors of the Corporation, the time and place of their meetings, and such other provisions with respect to them as are not inconsistent with the express provisions of the Corporation's Articles of Incorporation shall be as specified in the Bylaws of the Corporation.

Article V: No Pecuniary Gain

The Corporation shall not, incidentally or otherwise, afford or pay any pecuniary gain or remuneration to its members, directors, or officers as such, and no part of the net income or net earnings of the Corporation shall, directly or indirectly, be distributable to or otherwise inure to the benefit of any member, director, or officer of, or any other person having a personal and private interest in the activities of, the Corporation; provided, however, that the Corporation may pay reasonable compensation for services rendered and property and supplies furnished to the Corporation in furtherance of its purposes described in Article III hereof.

Article VI:  Registered Office and Agent

The name and address of the initial agent for service of process is:

Todd McKee

McKenzie Laird PLLC

4015 Hillsboro Rd., Ste. 222

Nashville, TN 37215

Article VII: Incorporator

The name and address of the incorporator is:

Todd McKee

McKenzie Laird PLLC

4015 Hillsboro Rd., Ste. 222

Nashville, TN 37215

Article VIII: Principal Office

The principal office of the Corporation is:


c/o McKenzie Laird PLLC

4015 Hillsboro Rd., Ste. 222

Nashville, TN 37215

Article IX: Members

The Corporation will have members.

Article X: Dissolution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the remaining assets of the Corporation exclusively for one or more exempt purposes within the meaning of Section 501(c)(6) of the Code or to one or more governmental units described in Section 170(c)(1) of the Code as the Board of Directors shall determine, to be used exclusively for charitable purposes. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of Davidson County, Tennessee, exclusively for charitable purposes to one or more such organizations, as said court shall determine. Under no circumstances shall any assets be distributed, upon dissolution, upon sale of substantially all of the assets, or otherwise, to directors, officers, or employees of the corporation.

Article XI: Limitation of Liability

To the fullest extent not prohibited by the Tennessee Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended, no person who is a director and/or officer of the Corporation shall be liable to the Corporation or its members for any monetary damages for conduct as a director and/or officer. Any amendment to or repeal of the Article XI or amendment to the Tennessee Nonprofit Corporation Act shall not adversely affect any right or protection of a director and/or officer of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. This provision, however, shall not eliminate or limit the liability of a director or officer for:

a)                  Any breach of the director’s or officer’s duty of loyalty to the Corporation or its members;

b)                  Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

c)                  Any unlawful distribution;

d)                 Any transaction from which the director or officer derived an improper personal benefit; or

e)                  Any act or omission in violation of the Tennessee Nonprofit Corporation Act.

Article XII: Indemnification

To the fullest extent not prohibited by the Tennessee Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended, the Corporation:

a)                  Shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was a director or officer of the Corporation; and

b)                  This Article XII shall not be deemed exclusive of any other provisions or insurance for the indemnification of directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of members or directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the Corporation.