Section 1. Qualifications for Membership. Only persons who have duly taken and passed the required test for optometry, whether in the Philippines or abroad, may become members of this association. The other qualifications for membership shall be determined by the board. The board shall also set the procedures for accepting applications for membership to the association.

Section 2. Classification of Members. Members of this association are either regular or associate.

a) Regular member: Fellow, Honorary Fellow, Emeritus Fellow

b) Associate member: Candidate and Student/Resident

Section 3. Rights of Members. A regular member shall have the following rights:

a) To exercise the right to vote on all matters relating to the affairs of the association.

b) To be eligible to any elective or appointive office of the association.

c) To participate in all deliberation/meetings of the association.

d) To avail of the facilities of the association.

e) To examine all the records or books of the association during business hours.

An associate member shall be entitled to all the rights enjoyed by a regular member except the right to vote and be voted upon.

Section 4. Duties and Responsibilities of the Members. A member shall have the following duties and responsibilities:

a) To obey and comply with the by-laws, rules and regulations that may be promulgated by the association from time to time.

b) To attend membership meetings of the association.

c) To pay membership dues and other assessments of the association.

Section 5. Commencement of Membership. Membership begins from the date starts paying his fees and dues provided for under Section 7, PROVIDED, his application for membership has been approved by the Board of Directors.

Section 6. Termination of Membership. Membership in the association terminates under of the following cases:

a) Upon written resignation by a member.

b) When a member ceases to qualify under Section 1 of Article I.

c) Expulsion of a member by affirmative vote of Six (6) directors by formal resolution in a board meeting called for that purpose whether regular or special, based on the following grounds:

1) Non-payment and withholding of dues and assessments.

2) Violation of the by-laws, rules and regulations of the association.

3) Unethical, unprofessional, incompetent conduct.

4) Conviction of crime relating to arising out of the practice of optometry, or one involving moral turpitude.

5) Any act or omissions injurious or prejudicial to the interest of the association.

A member whose membership the board of directors may wish to terminate be informed of such intended action in writing and shall be given an opportunity to be heard before the board makes its decision. The decision of the board shall be final.

Section 7. Dues, Fees and Assessments. The operation of the association shall be financed by dues, fees and assessments from its members. The amount and terms of payments or collections shall be determined by the board.

ARTICLE II

MEETING AND FISCAL YEAR

 

Section 1. Annual Meetings. The annual meetings of the members shall be held on any date and month of each year at the principal office of the association or at any place in the Philippines and at such time as the Board of Trustees may designate. The President shall render his annual report to the members regarding the activities of the association.

Section 2. Special Meetings. Special meetings of the members may be called as the need arises by the President, or by at least five (5) trustees, or upon petition of at least One-third (1/3) of the general membership.

Section 3. Notices. Written notices of the date, time and place of the annual and special meetings of the members shall be given either personally or by special delivery mail, or through publication in a newspaper of general circulation at least two (2) weeks before the date of the said meeting.

Section 4. Quorum. The presence of the thirty percent (30%) of the entire membership shall constitute a quorum for any membership meeting, and a majority of such quorum shall decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 5. Order of Business. The order of business at the annual meeting of the members shall be as follows:

a.) Proof of service of the required notice of the meeting.

b.) Proof of the presence of quorum.

c.) Reading and approval of the minutes of the previous minutes.

d.) Unfinished business.

e.) Report of the President.

f.) Report of the Treasurer.

g.) Election of Trustees for the ensuing year.

h.) Other matters.

Section 6. Voting by Proxy. Each member qualified to vote shall be entitled to one vote, and he may vote either in person or by proxy which shall be in writing and filed with the Secretary of the association before the scheduled meeting. The proxy can only be issued in favor of another member of the association.

 

ARTICLE III

THE BOARD OF TRUSTEES

 

Section 1. Board of Trustees. The corporate powers of the association shall be exercised, its business conducted and its property controlled by the Board of Trustees.

Section 2. Composition of the Board. The Board shall be composed of Nine (9) Trustees to be elected by the members during the annual regular membership meeting.

Section 3. Qualification. Except for the interim trustees, no members shall be qualified to run as trustee unless he has been a member in good standing of the association for at least two (2) years.

Section 4. Disqualification of Trustees of Officers. No member convicted by final judgment of any offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer.

Section 5. Election of Trustees; Term of Office. The members of the Board of Trustees shall be elected by the general membership at the annual meeting and shall hold office for a term of three (3) years, provided that during the election at the first annual meeting, five (5) trustees obtaining the highest number of votes shall serve for two years, and the remaining four (4) trustees shall serve for one year. Thereafter, all shall serve for a term of two years.

Section 6. Vacancies. Vacancies occurring in the Board, except removal or expiration of term shall be filled by the remaining trustees if still constituting a quorum by electing a member who shall occupy that position for the remainder of the un reserve term. If the remaining members of the Board do not constitute a quorum, a special membership meeting must be called by the remaining trustees within thirty (30) days from the date of the vacancy to fill the position. The newly elected trustees will reserve the remaining unexpired term of vacancy.

Section 7. Removal of Trustees. Trustees may be removed from the office for cause by a majority vote of the membership, in a regular or special meeting called for the purpose. The causes for the removal of trustees are the same as those for the expulsion of a member.

The Board of Trustees shall determine by majority vote of the trustees present in a regular or special meeting called for the purpose whether the acts or omission complained of constitute a ground for the removal of a trustee and may recommend to the membership his removal.

Section 8. Meeting Quorum and Voting. The regular meeting of the Board of Trustees shall be held at least once every three (3) months at such date, time and place as the Board may fix. A simple majority of the trustees shall constitute a quorum and the vote of the majority of the trustees present shall govern corporate action.

 

ARTICLE IV

OFFICERS

Section 1. Officers. The officers of the association shall be a President, a Vice-President, a Secretary and a Treasurer. They shall be elected by the Trustees from among themselves at the first meeting of the Board after the annual election of trustees. The Board may also appoint other officers as they may deem necessary.

Section 2. Term of Office. All officers of the association shall hold office for two (2) years and until their successors are duly elected and qualified.

Section 3. Removal of Officers. Any officer of the association may be replaced by the Board at any time by a vote of at least five (5) trustees present in the meeting.

Section 4. Duties and Functions of Officers.

a) The President shall act and sign in the name of the association, in all matters of management. He shall preside in board, membership and other meetings of the association.

b) The Vice-President shall exercise the duties of the President in the latter's absence, resignation or incapacity, performing all the functions corresponding to the latter.

c) The Secretary shall be the custodian of all the records, books, papers and specimen of the association. He shall keep a Minute Book in which he will record the resolutions passed by the Board of Trustees and the membership body. He shall issue calls or notices of the meetings and shall keep a Register of the names of the member and their addresses.

d) The Treasurer shall have charge of all the funds, books of accounts, and financial statement of the association; he shall collect the dues of the association, and shall pay, upon previous authority by the President, all pertinent accounts. He shall submit financial statements as may be required by the Board, and annually to the membership. He shall post a bond to be fixed by the Board for the faithful discharge of his duties.
Section 5. Vacancies. If any of the offices become vacant by reason of death, resignation, failure to qualify, disqualification or any other cause, the Board of Trustees shall by majority vote may elect a successor who shall hold the office for the unexpired term.

ARTICLE V

COMMITTEES

Section 1. The following standing committees shall likewise be created.

a) Admittance Committee

b) Membership Committee

c) Communications Committee

d) Certifying Committee

e) Education Committee

f) Research Committee

g) Specialty Committee

h) International Committee

The President shall, Subject to the approval of the Board, appoint the members of the aforestated committees and designate their respective chairmen.

The Board may also create other committees as it may find necessary.

 

ARTICLE VI

FUNDS AND FISCAL YEAR

Section 1. Funds. The funds of the association shall be derived from admission fees, annual dues and special assessments of members, gifts and donations.

Section 2. Disbursements. Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President. The Board of Trustees may designate additional signatories.

Section 3. Fiscal Year. The Fiscal Year of the association shall start on January 1 and end on December 31 of the succeeding year.

SECTION VII

EXTERNAL AUDITOR

Section 1. The association shall retain the services of an external auditor to audit its affairs. The external auditor shall be chosen by the Board of Trustees in a regular membership meeting or in a special meeting called for the purpose when the need arises.

 

ARTICLE VIII

CORPORATE SEAL

Section 1. Form. The corporate seal of the association shall be in such form and design as may be determined by the Board.

 

ARTICLE IX

AMENDMENT OR REPEAL

Section 1. Amendment. These by-laws, or any provision thereof, may be amended or repealed by a majority vote of all members present and by the majority vote of all the Trustees at any regular or special meeting duly held for the purpose.

ADOPTED this ______ day of _______________, 2000, in Quezon City, Philippines by the affirmative vote of the undersigned members representing the majority of the members of the association in a special meeting duly called for the purpose.

MELISSA B. ANGLO	CLARO M. CINCO	ANTONIO F. JOSON JR.
CYNTHIA V. DEL MUNDO	JESSE B. CAGUIOA	BENITA M. SOLTURA
MA. LIZA R. KHO	ANA A. FAJARDO	JEANETTE ROMUALDEZ Oo