Association Bylaws

BYLAWS OF THE ENERGEYES ASSOCIATION FOR CORPORATE-AFFILIATED OPTOMETRISTS
(a Tennessee Nonprofit Corporation)

NAME

1. The name of the Corporation is ENERGEYES, INC. (the “Corporation”).

OFFICES

2. The principal office of the Corporation shall be located at 4015 Hillsboro Pike, Nashville, TN 37215 or at such other place as shall be lawfully designated by the Board of Directors, hereinafter sometimes called the “Board.” The Corporation may have such other offices as the Board may designate or as the affairs of the Corporation may require from time to time.

PURPOSES

3. The purposes of the Corporation shall be as provided in its Charter. The aims of the Corporation are to be carried out through any and all lawful activities, including others not specifically stated in the Charter but incidental to the stated aims and purposes, provided that any such activity shall conform to any applicable restrictions or limitations set forth in the Corporation's Charter or which are imposed on corporations described in Section 501(c)(6) of the Internal Revenue Code and the Regulations thereunder. The Corporation may adopt a mission statement that describes its purposes more specifically.
a. It is intended that the Corporation will qualify at all times as an organization exempt from federal income tax under Section 501(a) and 501(c)(6) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue Law (referred to herein as the “Code”). The Corporation is a public benefit corporation within the meaning of T.C.A. § 48-51-101.
b. No part of the net earnings or the property of the Corporation shall inure to the benefit of or be distributable to, its directors, officers, members or other private individuals or persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for goods and services rendered and to make payments in furtherance of the purposes set forth in this section. The Corporation shall not carry on propaganda or otherwise attempt to influence legislation in any manner which is not permitted under the Code.

MEMBERS

4. MEMBERSHIP. All licensed optometrists whose practice is located inside or next to a retail business (e.g., Wal-Mart, Costco, Lenscrafters) are eligible to be a member of the Corporation (hereinafter a “Member”). The membership shall consist of individuals of good character and community standing.

5. MEMBERSHIP TOTAL. Total membership of the Corporation shall not be limited except as determined by the Board to be in the best interest of the Corporation.

6. DUES AND FEES. Each Member must pay, within the time and on the conditions set by the Board of Directors, any dues, fees or assessments established by these Bylaws or which may be established by the Board of Directors from time to time. All such dues, fees or assessments shall be approved by majority vote of the Members having a right to vote at the annual meeting of Members at which a quorum is present.

7. GOOD STANDING. Any Member who shall be in arrears in the payment of any dues, fees or assessments more than 180 days after the date due shall not be in good standing and shall not be entitled to vote as a Member.

8. TERMINATION. A membership shall terminate on occurrence of any of the following events:
(a) Resignation of the Member;
(b) The Member’s failure to pay dues, fees or assessments as set by the Board of Directors within one year after they become due and payable;
(c) Any event that renders the Member ineligible for membership, or failure to satisfy membership qualifications; or
(d) The good faith determination by the Board of Directors, or a committee authorized by the Board of Directors to make such a determination, that the Member has failed in a material degree to observe such disciplinary rules or ethical guidelines as may be established by the Corporation, or has engaged in conduct materially and seriously prejudicial to the Corporation’s purposes and interests including, without limitation, conviction of a felony or unethical conduct.

9. SUSPENSION. A Member may be suspended based on the good faith determination by the Board of Directors, or a committee authorized by the Board of Directors to make such a determination, that the Member has failed in a material degree to observe such disciplinary rules or ethical guidelines as may be established by the Corporation, or has engaged in conduct materially and seriously prejudicial to the Corporation’s purposes and interests including, without limitation, conviction of a felony or unethical conduct. Suspension may be for a defined period or until the member satisfies any conditions of reinstatement which may have been imposed. A person whose membership is suspended shall not be a Member during the period of suspension.

10. PROCEDURE FOR TERMINATION OF SUSPENSION; REINSTATEMENT. If grounds appear to exist for terminating or suspending a Member under paragraphs 8 or 9 of these Bylaws, the following procedure shall be followed:

a. The Board of Directors shall give the Member at least 45 days’ prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice, including electronic mail. Notice given by posted mail shall be sent by first-class or registered mail to the Member’s last address as shown on the Corporation’s records.
b. The Member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board of Directors or by a committee authorized by the Board of Directors to determine whether the suspension or termination should occur. Any hearing may be conducted telephonically.
c. The Board of Directors or duly designated committee shall decide whether the Member should be suspended, expelled, or sanctioned in any way. The decision of the Board of Directors or authorized committee shall be final.
d. Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within 180 days after the effective date of the expulsion, suspension, or termination.
e. Members whose membership has been terminated under paragraph 8 who wish to be reinstated shall first apply to the Board of Directors for reinstatement. The Board of Directors may set such conditions for reinstatement as it deems appropriate, or may require the former member to reapply for membership in the Corporation under the then-current standards and procedures for membership.

MEETINGS OF THE MEMBERS

11. ANNUAL MEETING. An annual meeting of Members shall be held in May of each year, on such day and at such time as may be fixed by the Board of Directors. At the meeting, Officers and Directors of the Board shall be elected and other proper business may be transacted.

12. SPECIAL MEETINGS. The Board of Directors, the President, or 20 percent (20%) or more of the Members having a right to vote may call a special meeting of the Members for any lawful purpose at any time.

13. PROCEDURE FOR CALLING SPECIAL MEETINGS. A special meeting called by Members pursuant to paragraph 12 shall be called by written request, specifying the general nature of the business proposed to be transacted and signed by the required number of Members, and submitted to the President or any Director of the Corporation. The Secretary shall cause notice of any special meeting to be given promptly to the Members entitled to vote stating that a meeting will be held at a specified time and date fixed by the Board of Directors, provided, however, that the meeting date shall be at least 10 but no more than 120 days after receipt of the request. Nothing in this paragraph shall be construed as limiting, fixing, or affecting the time at which a meeting of Members may be held when the meeting is called by the President or the Board of Directors. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.

14. PLACE OF MEETINGS. Meetings of the Members shall be held at any place designated by the Board of Directors.

15. NOTICE. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. For the annual meeting, the notice may generally state the matters, if any, that the Board of Directors, at the time notice is given, intends to present for action by the Members. However, the failure of the notice to set forth a particular matter shall not preclude the Board of Directors from presenting that matter or resolution to the Members for action at the annual meeting. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting, other than the annual meeting, at which Officers or Directors are to be elected shall include the names of all persons who are nominees when notice is given.
Approval by the Members of any of the following proposals is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
(a) Removing an Officer or Director of the Board unless proposed by the Board of Directors;
(b) Amending the Articles of Incorporation or these Bylaws, unless proposed by the Board of Directors; or
(c) Electing to merge the Corporation with another entity, electing to dispose of all or substantially all of the Corporation’s assets, and electing to wind up and dissolve the Corporation.

16. TIME AND MANNER OF NOTICE. Notice of any meeting of Members, other than the annual meeting, shall be in writing and shall be given to each Member entitled to vote at least 10 but no more than 120 days before the meeting date. Notice of the annual meeting of Members shall be in writing and shall be given to each Member entitled to vote at least 60 days before the meeting date. Notice of any meeting may be given either personally or by first-class mail, or by other means of written communication, including electronic mail or facsimile transmission, charges prepaid, and shall be addressed to each Member entitled to vote, at the postal or electronic mail address or facsimile number of that Member as it appears on the books of the Corporation or at such address given by the Member to the Corporation for purposes of notice. An affidavit of the mailing of any notice of any Members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary or any person designated by the President, and if so executed, shall be filed and maintained in the Corporation’s minute book. However, the failure to execute an affidavit of mailing, or execution of such affidavit after any meeting for which notice was given, shall not affect the validity of any action taken at such meeting. Notice shall be deemed delivered when deposited in the United States mail, if notice is mailed; and upon successful transmission if notice is given by facsimile transmission or electronic mail.

17. VOTING RIGHTS. Each Member entitled to vote shall have the right to vote on the election of Officers and Directors of the Corporation, on the amount of dues and fees, on the disposition of all or substantially all of the Corporation’s assets, on any merger and its principal terms and any amendment of those terms, on any amendment of these Bylaws or the Corporation’s Articles of Incorporation, on any election to dissolve the Corporation, on any resolution properly brought before the Members for action, and on any other matter required by law or these Bylaws to be voted on by the Members. Each Member entitled to vote shall be entitled to one vote on each matter submitted to a vote of the voting Members. Members who are not in good standing or whose memberships have been suspended or terminated under these Bylaws shall not be entitled to vote on any matter.

18. QUORUM. Ten percent (10%) of the voting power shall constitute a quorum for the transaction of business at any meeting of Members. “Voting power” means those Members in good standing entitled to vote.

19. CONTINUING WITHOUT A QUORUM. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough Members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.

20. VOTING. The Members entitled to notice of any meeting or to vote at any such meeting shall be only those persons in whose name memberships stand on the records of the Corporation on the record date for notice determined pursuant to paragraph 22 of these Bylaws. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting shall be deemed the act of the Members unless the vote of a greater number is required by law or by the Articles of Incorporation. In any election of Officers or Directors of the Board, the candidates receiving the highest number of votes are elected.

21. WAIVER. A Member’s attendance at a meeting shall also constitute a waiver of notice of that meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

22. RECORD DATE. For purposes of establishing the Members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the record date for sending notice of a meeting shall be the date notice is sent; for voting at a meeting shall be ten days before the date of the meeting; for voting by written ballot shall be ten days before the mailing of written ballots; and for taking any other action shall be ten days before that action.

23. ADJOURNMENT. Any Members’ meeting, whether or not a quorum is present, may be adjourned to another time and place by the vote of the majority of the Members represented at the meeting. No meeting may be adjourned for more than 60 days. When a Members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

BOARD OF DIRECTORS

24. GENERAL. The affairs of the Corporation shall be managed by a Board of Directors, each of whom shall be of legal age. All matters pertaining to the Corporation and its administration, expenses, and other things not definitely removed from their consideration by these Bylaws shall be determined by the Board.

25. RULES. The Board of Directors may adopt such rules and regulations for the conduct of its meetings as it may deem proper so long as such action is not inconsistent with the laws of the State of Tennessee, the Articles of Incorporation, or these Bylaws.

26. NUMBER AND CONSTITUTION OF BOARD. There shall be no fewer than three (3) Directors on the Board, nor more than twenty (20). The Board shall include as officers a President, Secretary, and Treasurer. All Directors and Officers shall have equal and full voting responsibilities as members of the Board. 

It is the intent of the Board of Directors to have the composition of the Board reflect the membership. This may include the composition of the Board as such to reflect certain practice locations currently available in the market to the extent that it supports growing the Association’s membership and is in the best interest of the members and the Association.     

27. ELECTION AND TERM. The Board of directors shall be elected by Members entitled to vote at the annual meeting. Members must be present to vote. A quorum of at least 10% of the current voting membership shall be present. Candidates will be presented by the Nominating Committee. Nominations will not be accepted from the floor. The Nominating committee will be formed, nominations will be solicited, and in turn distributed to the membership in a reasonable time prior to the National Meeting. Each member is entitled to one vote. Majority vote(s) will fill each available seat. Directors shall be elected each year for a term of two years.

If a member previously elected as a Director is elected to an office of the Corporation, his or her remaining term as an elected Director shall be filled at the same time as his or her election to office. Each Director shall hold office until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified, or until removed as provided in Section 6 of this Article below. There is no limitation on the number of terms a Director can serve, although effort should be made to permit as many Members as possible to participate in the leadership of the Corporation.       

28. NOMINATION PROCEDURE. The Board of Directors may adopt rules governing the nomination of persons as Officers and Directors. In the absence of any such rules nominations for election of Officers and Directors may be made from the floor at the annual meeting by Members in good standing entitled to vote.

29. QUALIFICATIONS OF BOARD MEMBERS.  Prospective Board Members must be Energeyes members  in good standing and must be nominated by one memberother than themselves.

30. MANNER OF ELECTION. The election of Officers and Directors shall be held at the annual meeting of the Corporation in May of each year by majority vote of the Members present at such meeting.

31. VACANCY. Vacancies occurring in the Board by death, resignation, or refusal to serve may be filled for the unexpired term by the Board at any regular or special meeting.

32. RESIGNATION. Any Director may resign at any time by giving written notice to the President, the Secretary or to the Board. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Board.

33. REMOVAL. All Directors shall serve at the pleasure of the Members, and any Director may be removed at any time without cause by a vote of the Members equal to the number of votes that would be sufficient to elect the Director at a meeting to elect Directors. The vote of such Members shall be held at a meeting called for the purpose of removing the Director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Director. In addition, any Director who fails to attend three (3) consecutive meetings of the Board may be removed by the majority vote of the Board then in office. In the case of any removal, the removed Director must have been given notice of the meeting at which the vote was taken at least 10 days prior to the meeting.

MEETINGS OF THE BOARD

34. PLACE OF MEETINGS. The meetings of the Board shall be held at the principal office of the Corporation or at any place within or without the United States that the Board may from time to time designate.

35. REGULAR MEETINGS. The Board shall schedule regular meetings at least three times a year, one of which shall be designated the annual meeting, at such time and place, either within or without this State, as may be specified by resolution of the Board.

36. SPECIAL MEETINGS. Special meetings of the Board may be called at any time by the President or by two or more Directors at a time and place which they determine, the special meetings to have the same efficacy as the regular meetings.

37. NOTICE REQUIREMENTS. Notice of annual meetings and of any special meetings, setting forth the place and the day and hour of the meeting, shall be given to each Director, by any usual means of communication not less than ten (10) days before the meeting if sent by mail and at least two (2) days previously thereto if delivered by courier, facsimile, or other electronic means to each Director at such Director’s address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is by facsimile or other electronic means, such notice shall be deemed to be delivered when
transmitted. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or any waiver of notice of such meeting, unless specifically required by law or these Bylaws.

38. WAIVER OF NOTICE. A Director's attendance at or participation in a meeting waives any required notice of the meeting unless the Director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Whenever the Board is authorized to take any action after notice to any person or persons, or the lapse of a prescribed period of time, the action may be taken without such requirements if at any time before or after the action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken submit a signed waiver of notice or of such requirement.

39. QUORUM. At all meetings of the Board a majority of the total Directors and Officers then in office shall constitute a quorum for the transaction of business. No action may be taken by the Board when fewer than a quorum is present; provided, a meeting may be adjourned despite the absence of a quorum.

40. VOTING OF DIRECTORS. Each Director and Officer shall be entitled to one vote. The vote of a majority of the Directors and Officers at a meeting at which a quorum is present shall be the act of the Board, unless a vote of a greater number is required by law or by these Bylaws.

41. PRESUMPTION OF ASSENT. A Director who is present at a meeting of the Board shall be presumed to have concurred in any action taken at the meeting unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting, and his dissent or abstention from the action taken is entered in the minutes of the meeting, or he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

42. ACTION BY CONSENT. Action required or permitted under Tennessee law to be taken at a Board meeting may be taken without a meeting. If all Directors consent to taking such action without a meeting, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting is the act of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken is effective when the last Director signs the consent, unless the consent specifies a different effective date.

43. MEDIA MEETING ALLOWED. Participation by members of the Board or any committee designated by the Board in any meeting of the Board or committee by means of any communications equipment by means of which all persons participating in the meeting can hear each other shall be permitted. Participation in such a meeting pursuant to this Section of this Article shall constitute presence in person at such meeting. The Directors shall be promptly furnished a copy of the minutes of any meeting held under this paragraph.

COMPENSATION OF DIRECTORS

44. Directors as such shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of the Corporation. Nothing herein shall preclude a Director from serving the Corporation in any other capacity and receiving compensation for such services.

OFFICERS AND COMMITTEES

45. TITLES OF OFFICERS. The Officers of the Corporation shall be as follows: President, Secretary, and Treasurer. One person may be elected to more than one office, except that the offices of President and Secretary may not be held by the same person.

46. ELECTION.  The Executive Committee (President, Treasurer, and Secretary), is selected by the sitting Board of Directors at a special vote in September (when necessary).  A formal exchange of duties between the outgoing leadership and the incoming leadership is conducted and the new leadership assumes responsibility on September 1 of that year.  In the event of an open seat occurring during any of the terms of executive office, the President will appoint a replacement for the remaining term.

The position of past-President is created to support the incoming President for a period of one year. 

47. TERM OF OFFICE. Effective April of 2015, Board Members may serve up to two terms. Each term will be for a maximum of 3 years, and will require re-election for each term. Each officer shall hold office until the expiration of the term for which he is elected and thereafter until his successor has been elected or appointed and qualified, except where removed from office as hereinafter provided. In the event of an open seat occurring mid-term, that seat will remain vacant until the next scheduled National meeting. If necessary, the vacant seat will be filled by regular vote according to the bylaws to finish the current term.

48. REMOVAL. Any Officer may be removed by the vote of a majority of the entire Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create contract rights. A removed Officer must have been given notice of the meeting at which the vote was taken at least 10 days prior to the meeting.

49. DUTIES. All Officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation, in addition to those described in these Bylaws, as usually appertain to such officers of Corporations not for profit, except as may be otherwise prescribed by the Board. The following specific authority and duties are set forth:
(a) President. The President shall be the Chief Executive Officer of the Corporation. Within the policies and objectives prescribed by the Board he shall establish operating procedures for, and administer and direct, all aspects of the Corporation's operating activities and shall preside at all meetings of Board, unless he requests another officer to preside in his stead. He shall have the power to execute, on behalf of the Corporation, bonds and mortgages and all other contracts and documents. In addition, he shall have the power to execute documents where by law the signature of the President is required except where otherwise limited in these Bylaws or by action of the Board. In general, he shall have all powers and shall perform all duties usually vested in the office of the President and Chief Executive Officer of a corporation, subject to the right of the Board to delegate powers to other officers or committees of the Corporation, except those powers which may be exclusively conferred by law upon the office of the President.
(b) Secretary. The Secretary of the Board shall keep minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate record; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.
(c) Treasurer: The Treasurer shall have the custody of all funds and securities of the Corporation and shall keep proper accounts of same; when necessary or proper, he shall endorse, on behalf of the Corporation, all checks, notes, and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks as the Board may designate. The Treasurer will work in conjunction with the Executive Secretary to collect dues, deposit monies of the Corporation in a bank, and keep a record of all monies collected, deposited, and disbursed. The Treasurer shall report the Corporation’s financial condition to the Board not less than once every three months and shall report more often if called upon by the President. The Treasurer may be required to execute bond in such amount as may be determined by the Board. The Treasurer shall also have the responsibility of preparing the annual budget for approval by the Board.
(d) Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an executive committee, consisting of the President and two (2) or more Directors. The Executive Committee shall have such authority as delegated to it by the Board.
(e) Other Committees. The President or the Board may appoint other committees, consisting of two (2) or more persons, who may or may not be Directors, and may delegate to such committee or committees all such authority that the President or Board may legally delegate. Each committee shall report any action taken to the Board meeting following the taking of such action, unless required otherwise by the appointment. The President may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of the committee. Each such committee, and each member of any committee, shall serve at the pleasure of the President. The designation of any such committee and the delegation thereto of authority shall not relieve any Director of any responsibility imposed by law. So far as applicable, the provisions of law relating to the conduct of meetings of the Board shall govern meetings of the executive and other committees.

50. COMPENSATION. The Board shall fix the compensation, if any, or provide for fixing the compensation, of all officers of the Corporation.

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

51. AUTHORIZATION. The Board may authorize any officer or officers, agent or agents, in addition to the specific authorization given to the President, Secretary, and Treasurer above, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

52. FUNDS. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be designated by any officer or officers or agent or agents of the Corporation to whom such power may be delegated by the Board.

53. ACCEPTANCE OF GIFTS. The Board or any officer or officers or agent or agents of the Corporation to whom such authority may be delegated by the Board, may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

54. BOND. At the direction of the Board, any officer or employee of the Corporation shall be bonded. The expense of furnishing any such bond shall be paid by the Corporation.

55. The Corporation may have a corporate seal which may be altered at pleasure; but the presence or absence of such seal on any instrument, or its addition thereto, shall not affect its character or validity or legal effect in any respect.

CONFLICT OF INTEREST

56. PURPOSE. The purpose of this Article is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation. This policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest applicable to nonprofit corporations.

57. DEFINITIONS.
(a) "Interested Person" means any Director, principal officer or member of a committee with board delegated powers who has a direct or indirect Financial Interest, as defined below.
(b) "Financial Interest" refers to a person who has, directly or indirectly, through business, investment or family:

(i) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or
(ii) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
(iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A Financial Interest is not necessarily a conflict of interest. Under Section 4 of this Article, a person who has a Financial Interest may have a conflict of interest only if the Board or its designated committee to consider such matters decides that a conflict of interest exists.

58. DUTY TO DISCLOSE. In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence of his or her Financial Interest and all material facts to the Board.

59. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the meeting of the Board while the determination of a conflict of interest is discussed and voted upon. The remaining members of the Board shall decide if a conflict of interest exists.

60. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST.
(a) An Interested Person may make a presentation at the Board meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
(b) The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the Board shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

61. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY.
(a) If any Director or committee member has reasonable cause to believe that an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the response of such Interested Person and making such further investigation as may be warranted in the circumstances, the Board determines that the Interested Person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

62. RECORDS OF PROCEEDINGS. The minutes of the Board shall contain the following:
(a) the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board' decision as to whether a conflict of interest in fact existed.
(b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

63. COMPENSATION COMMITTEES. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

64. STATEMENTS. Each Director, principal officer and member of a committee with board delegated powers shall sign a statement which affirms that such person:
(a) has received a copy of the conflicts of interest policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

65. PERIODIC REVIEWS. To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted at the direction of the Board.

LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

66. LIMITED LIABILITY OF DIRECTORS. The liability of the Directors of the Corporation shall be limited in accordance with the provisions of Section 48-52-102(b)(3) of the Tennessee Nonprofit Corporation Act and the Charter of the Corporation.

67. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any Director or Officer, or his executor or administrator, shall be entitled to indemnification in accordance with Sections 48-58- 501 through 48-58-509 of the Tennessee Nonprofit Corporation Act and the Charter of the Corporation and this Article. The Corporation shall indemnify each Director and each who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed in the case or his conduct in his official capacity with the Corporation, that his conduct was in the Corporation’s best interest; in all other cases that his conduct was at least not opposed to the Corporation’s best interest; and in the case of a criminal proceeding, had no reason to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

68. INDEMNIFICATION IN ACTIONS BY THE CORPORATION. The Corporation shall indemnify each Director and each Officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Director or Officer shall be adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite that adjudication of liability but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

69. SUCCESS ON MERITS OR OTHERWISE. To the extent that a person who is or was a Director, Officer, employee or agent of the Corporation, or of any other corporation, partnership, joint venture, trust or other enterprise with which he is or was serving in such capacity at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs 66 and 67, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

70. APPLICABLE STANDARD. Any indemnification under paragraphs 66 and 67 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

71. NON-EXCLUSIVITY OF ARTICLE. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a Director or Officer seeking indemnification may be entitled under any statute, provision in the Charter of the Corporation, Bylaws, agreement, vote of Members or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

71. INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

72. DEFINITION. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, Officers and employees or agents, so that any person who is or was a Director, Officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

73. INTENT; SEVERABILITY. The intent of this Article is to permit indemnification of Directors and Officers of the Corporation to the fullest extent permitted by the Tennessee Nonprofit Corporation Act. If the Tennessee Nonprofit Corporation Act is amended or other Tennessee law is enacted to permit further elimination or limitation of the personal liability of Directors and Officers, then the liability of Directors and Officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Nonprofit Corporation Act, as so amended, or by such other Tennessee law, as so enacted. The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article. These provisions are contractual rights that vest upon commencement of service as an Officer or Director, and these Bylaws cannot be retroactively amended in ways to diminish these rights.

AMENDMENT

74. These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the vote of a majority of the entire Board provided that at least fifteen (15) days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws to the membership. In addition, the Members may amend these Bylaws upon the approval at a properly called meeting of the Members by the lesser of two-thirds (2/3rds) of the votes cast or a majority of the voting power. The resulting Bylaws may contain any provision for the regulation and management of business of the Corporation not inconsistent with law and the Charter. Any amendment of the Charter inconsistent with these Bylaws shall operate to amend the Bylaws pro tanto, and those Bylaws or parts of Bylaws which merely summarize or restate the provisions of the Charter or the provisions of the Tennessee Nonprofit Corporation Act or other law applicable to the Corporation shall be operative with respect to the Corporation only so far as they are descriptive of existing law and of the Charter as amended.

BOOKS AND RECORDS

75. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board.

FISCAL YEAR

76. The financial records of the Corporation shall begin on the 1st day of July and end on the 30th day of June of each year.

DISSOLUTION

77. The dissolution of the Corporation shall be governed by the Charter of the Corporation.

ADOPTED BY THE BOARD OF DIRECTORS ON June 25, 2013.

SECRETARY, BOARD OF DIRECTORS

ACKNOWLEDGEMENT
As a Director, Officer or member of a committee with board delegated powers of the RETAIL OPTOMETRISTS ASSOCIATION, a Tennessee nonprofit corporation, (the “Corporation”), I hereby acknowledge and confirm the following:


1. I have received a copy of the conflicts of interest policy, which is contained in the Bylaws of the Corporation; I have read and understand the policy; and I agree to comply with the policy.
2. I understand that in carrying out my responsibilities to the Corporation, I may obtain certain verbal and written confidential, non-public, or proprietary information concerning the clients, business, operations and assets of the Corporation (the "Confidential Information"), and I agree to treat the Confidential Information confidential and shall not disclose any of the Confidential Information in any manner whatsoever outside the scope of my responsibilities. I shall not disclose to any other person that I have received the Confidential Information, but I may disclose my position with the Corporation. Promptly upon the written request of the Corporation, I will return to the Corporation all copies of any Confidential Information including any notes, studies, reports, memoranda, and other documents. If I receive a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by a government agency, I shall: (i) promptly notify the Corporation of the existence, terms, and circumstances surrounding such a request; (ii) consult with the Corporation on the advisability of taking steps to resist or narrow that request;
(iii) if disclosure of that Confidential Information is required, furnish only such portion of the Confidential Information as I am advised by counsel is legally required to be disclosed; and (iv) cooperate with the Corporation, at the Corporation's expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. I acknowledge that if these provisions are violated, the Corporation could not be made whole by monetary damages, so that the Corporation, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent a violation of these provisions.
3. I understand that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

In Witness Whereof, I have executed this acknowledgement this day of June 25, 2013 .

 

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