1.) Table of Contents (Delete redundant address)
Article XX –Affiliation
Section 1.–Provision
Professional Opticians of Florida
1947 Greenwood Drive • Tallahassee, FL 32303 • 850-201-2622
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2.) Article VII -Board of Directors (If willing to serve there is no reason to exclude for one year)
Section 12.-Vacancies
Any vacancies that may occur on the Board by reason of death, resignation, or election to the position of President-Elect
or President may be filled by the remaining members of the Board via an appointment of an individual to fill the unexpired
term. However, the vacancy must be filled with an individual from the same Chapter from which the previous Director
came. Any Director having served three consecutive 3-year terms, but not elected as Vice-President or President, shall
not be reappointed to the Board less than 1-year subsequent to the completion of their term of office.
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3.) Article VIII –Officers. (Knowledge and familiarization fosters the most effective leadership)
Section 8. Executive Board Leadership Progression
The Ideal leadership progression shall be as follows when possible.
The Executive board consisting of the President, Vice President, Secretary and a Treasurer shall follow a leadership
progression in order to provide continuity to the organization. When a term of service has ended the Executive Board
member shall progress to the next higher office. The President shall transition to Immediate Past President; Vice
President shall transition to President; Treasurer shall transition to Vice President; Secretary shall transition to Treasurer.
A new secretary shall be elected from the board of directors.
Any transition shall be subject to approval by a majority vote of the full board of directors.
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4.) Article XI -Committees (Both committees work the same type of issues. Combining is more conducive to
committee meetings.)
Section 6.-Legislative and By Laws Committee
There shall be a Legislative and By Laws Committee to develop and present to the Board of Directors short and long
range plans to further the objectives of the Association. The committee shall maintain the By Laws of the association. The
committee shall present any recommended By Law changes to the Board of Directors. The membership of this committee
shall consist of the President, The membership of this Committee shall consist of the Vice President, who shall serve as
Chairman, the immediate Past President, plus three other members. as the President shall appoint from time to time.
Section 7.-By Laws Committee
There shall be a By Laws committee whose duty it shall be to maintain the By Laws of the association. The committee
shall present any recommended changes to the Board of Directors. The membership of this committee shall consist of the
President and two members of the board of directors.
Section 8 7 -Committee Reports
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Professional Opticians of Florida, Inc. Bylaws
Table of Contents
Article I –Name
Article II -Principal Place of Business
Article III –Purposes
Article IV -Membership
Section 1.-Classes of Membership and Qualifications
Section 2.-Voting
Section 3.-Admission to Membership
Section 4.-Resignation of Membership
Article V -Dues
Section 1 -Dues Schedule
Section 2 -Dues Payment
Section 3.-Removal for Non-Payment
Section 4.-Initiation Fee
Article VI -Membership Meetings
Section 1 -Annual
Section 2 -Special
Section 3-Quorums
Section 4.-Order of Business
Section 5 -Revision of Order
Section 6.-Rules of Order
Article VII -Board of Directors
Section 1.–Power
Section 2.-Composition
Section 3.-Term of Office
Section 4.-Nominating Committee
Section 5.-Election
Section 6.-Write-In Vote
Section 7.-Waiver of Annual Meeting of Local Chapter
Section 8 –Meetings
Section 9 -Quorum
Section 10.-Absence
Section 11.-Resignation
Section 12.-Vacancies
Section 13 –Proxies
Article VIII -Officers
Section 1.-Elected Officers
Section 2.-Term of Office
Section 3 –Vacancies
Section 4 -President
Section 5.-President-Elect
Section 6 -Secretary
Section 7.-Treasurer
Article IX -Executive Director
Section 1.-Contractual Relation
Section 2.-Responsibilities
Article X -Bonding
Section 1.-Provisions
Article XI -Committees
Section 1.-Appointment
Section 2 -Executive Committee
Section 3 -Finance Committee
Section 4.-Membership Development Committee
Section 5 -Forward Planning Committee Educational Committee
Section 6.-Educational Committee Legislative and By Laws Committee
Section 7.-Committee Reports
Article XII -State Chapters
Section 1.-Purpose and Charter
Section 2.-Board Representation
Section 3 -Minutes and Actions
Section 4 -Chapter Bylaws
Article XIII -Code of Ethics & Standards of Professional Practice
Section 1.-Adoption
Article XIV -Mail Vote
Section 1 -Purpose and Procedure
Article XV -Fiscal Year
Section 1 -Term
Article XVI -Seal & Logo
Section 1 -Authorization
Article XVII -Indemnification
Section 1.-Provision
Article XVIII -Dissolution
Section 1.-Use and Distribution of Funds
Article XIX -Amendments
Section 1.-Method
Article XX –Affiliation
Section 1.–Provision
Professional Opticians of Florida
1947 Greenwood Drive • Tallahassee, FL 32303 • 850-201-2622
Professional Opticians of Florida, Inc. –Bylaws
Article I -Name
The name of this organization shall be Professional Opticians of Florida, Inc., a non-profit professional association
incorporated in the State of Florida.
Article II -Principal Place of Business
The location of the principal office of the Association shall be determined by the Board of Directors.
Article III -Purposes
The purposes of this Association shall be:
1. To foster a broader understanding and acceptance of professional optical dispensing as indispensable to the health
and welfare of the public;
2. To provide ophthalmic professionals & the public with licensed professional optical dispensing services;
3. To encourage, establish and maintain standards of competence, knowledge and performance through the provision of
educational programs, training and uniform licensing of optical dispensers;
4. To cooperate with federal, state and local governments, their agencies and other public groups for the benefit of the
public and for the legal recognition of optical dispensing;
5. To cooperate with health, scientific and educational organizations in matters of interest to the optical dispensing field;
6. To conduct and promote scientific, technical and business research;
7. To promote the advancement of the science and art of opticianry and better eye care to the public;
8. To foster the use of the qualified ophthalmic dispensers in the dispensing of eyewear and other optical products to the
public;
9. To promote and assist in the formation of local chapters;
10. To disseminate by all appropriate means accurate knowledge and information with respect to the optical dispensing
field;
11. To advance the interest and general welfare of optical dispensing;
12. To promote and defend the right of every person to freedom of choice in obtaining optical dispensing services and
ophthalmic goods;
13. To do any and all things that are lawful and appropriate in the furtherance of these purposes.
Article IV -Membership
Section 1 -Classes Category of Membership and Qualifications Membership classification changes
(a) Professional Membership: Shall be open to individuals who hold a valid license in the State of Florida as a
dispensing optician.
(b) Retired Professional Membership: shall be opened to individuals that are eligible for professional membership
that have; reached the age of 67 at the time of renewal, that work or compensated less than 40 hours a month for
pay as an optician. The fee for the Retired Professional Membership shall be available at the discount of 40% off
the fee of the Professional Membership. Proof of age may be requested
(c) Associate Membership: Shall be open to individuals that do not hold an active optician’s licensed in Florida, and
holds a valid ABO, NCLE, JCAHPO paraoptometric certificate.
(d) Future Optician Membership: Shall be open to individuals currently enrolled in a course of study of ophthalmic
dispensing in an accredited school in Florida, or individuals that are that hold an active registration with the
Florida Department of Health in the apprentice optician program. Membership in this category is available to
qualified students for up to three years and available to qualified apprentices up to five years. Once an individual
becomes a Florida licensed optician this membership class is no longer available to them regardless of the length
of time as a member in the membership category.
(e) Affiliate Member: Shall be open to any individual engaged in the sale of wholesale optical or other related
products to optical professionals, who is not a licensed Optician in the State of Florida.
Section 2 -Voting
(a) Professional Member: Shall have one vote in the affairs of the Association.
(b) Associate Members: Shall not have a vote in the affairs of the Association.
(c) Future Optician Members: Shall not have a vote in the affairs of the Association.
(d) Affiliate Member: Shall not have a vote in the affairs of the Association.
(e) Any decision of the Association, Board of Directors or a Committee of the Association shall be by a majority vote, of
those members present and in person, unless otherwise provided for in these Bylaws.
Section 3 -Admission to Membership
(a) Any individual, organization or corporation eligible for membership under these Bylaws may become a member upon
application for membership and payment of dues as determined by the Board of Directors.
(b) An applicant, eligible and approved by the Executive Director, shall upon the payment of prescribed dues and fees and
agreement to abide by the Bylaws of the Association, become a member of the Association.
Section 4.-Resignation of Membership:
(a) A member may terminate membership upon sixty (60) days written notice to the Executive Director.
Termination of membership shall not relieve such member from the obligation to pay in full all dues, assessments or any
other indebtedness to the Association.
(b) All rights, privileges and interest of a member in the Association shall cease on the termination of membership.
Article V -Dues
Section 1 -Dues Schedule
The annual dues schedule for each Classification of Membership shall be determined by the Board of Directors.
Section 2 -Dues Payment
All dues, payments, amounts, and methods shall be determined by the Board of Directors.
Section 3.-Removal for Non-Payment
Members who fail to pay their prescribed dues and other obligations within sixty (60) days from the time the dues or
obligations become due, shall be notified that they are delinquent. If the dues and/or other obligations are still unpaid
within the next thirty (30) days, the delinquent member shall be dropped from the rolls and, thereupon, forfeit all rights and
privileges of membership. Upon payment of delinquent dues or obligations, the member may be reinstated at the
discretion of the Board.
Section 4.-Initiation Fee
The Board of Directors shall have the authority to set initiation fees for any classifications of Membership.
Article VI -Membership Meetings
Section 1 -Annual
There shall be an annual meeting of the Association. The Board of Directors shall also meet at this time for receiving
annual reports, and the transaction of other business. Notice of such meeting shall be announced at least thirty (30) days
before the time appointed for the meeting.
Section 2.-Special
Special meetings of the Association may be called by the President or the Board of Directors, or shall be called by the
President upon the written request of 10% of the professional members of the Association. Notice of any special meeting
shall be announced at least thirty (30) days in advance, with a statement of time and place and information as to subjects
to be considered and/or actions to be taken.
Section 3.-Quorums
For meetings of the Association, ten percent (10%) of the voting membership in good standing shall constitute a quorum.
In case there is less than this number, the presiding officer may adjourn the meeting until a quorum is present. If no
quorum is present, questions to be considered may be referred to the membership for action by mail ballot.
Section 4.-Order of Business
The order of business at the annual meetings of the Association shall be as follows:
(a) Call to Order
(b) Reading of Minutes of Previous Meeting
(c) Reports of Officers
(d) Reports of Committees
i. Standing
ii. Special
(e) Unfinished Business
(f) New Business
(g) Adjournment
Section 5.-Revision of Order
The order of business may be altered or suspended at any meeting by a majority vote of the professional members
present.
Section 6.-Rules of Order
The usual parliamentary rules as laid down in Robert's Rules of Order -Newly Revised shall govern all deliberations, when
not in conflict with these Bylaws.
Article VII -Board of Directors
Section 1.-Power
The Board of Directors shall have supervision, control and direction of the affairs of the Association, shall determine its
policies or changes within the limits of the Bylaws, shall actively prosecute its purposes and shall have discretion in the
disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed
advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2 -Composition
The number of Directors comprising the Board and the apportionment of the State into chapters shall be determined by
the Board of Directors at the annual meeting. Each chapter shall have a minimum of one Director and a maximum of three
Directors. The specific number of Directors for each chapter shall be allocated on the following basis or approximately
thereto, as determined by the Board and based upon the licensed opticians currently belonging to the association.
(a) 20 - 99 Professional Members -one Director (minimum).
(b) 100 - 199 Professional Members -two Directors.
(c) 200+ Professional Members -three Directors (maximum).
(d) Past President -The immediate Past President shall automatically be a full voting member of the Board of Directors
until replaced by a new immediate Past President. Should the immediate Past President be unable to serve, this position
shall be deemed vacant until the current Presidents term expires.
(e) Future Optician Board Member – There shall be one non-voting seat for either a student actively enrolled in an
accredited opticianry program in Florida or and individual that is currently registered as an apprentice Optician with the
Florida Department of Health. The term for this seat shall be for one year, starting on August 1st and ending July 31 of the
following year. A Future Optician Board Member may serve a maximum of two one year teams and shall complete their
term regardless of graduation or completion of apprenticeship. All current POF members in good standing may nominate
a current POF Future Optician member in good standing using the ‘Future Optician Board Member Nomination
Form’. Completed nomination forms must be received in the POF office by 11:59 p.m. ET, July 1.The Membership
Committee will review all nominations against the required qualifications and make recommendations to the full Board of
Directors. Qualified nominees shall be presented to the full Board of Directors for final selection via phone conference or
email by July 20th. The Future Optician Board Member Elect shall be installed at the Annual Board Meeting held in
August of each year. If the selected member is unable or unwilling to serve, the board may select the Membership
Committees second choice. The Future Board Member shall be disqualified from service on the Board of Directors if
he\she becomes ineligible for apprenticeship, drops out of school or is found guilty of professional misconduct. If this
occurs the President at his/her discretion may appoint a new Future Optician Board Member or the seat shall be vacant
until the following year’s nomination cycle.
Section 3.-Term of Office
Directors shall serve a 3-year term of office. No full term Director shall serve more than three consecutive terms of office
unless elected to the position of Vice-President or President. If an appointed Director serves more than 12 months it will
be considered as a full term. Any Director having served three consecutive 3-year terms, but not elected as PresidentElect or President, shall not be reappointed to the Board less than 1-year subsequent to the completion of their term of
office. The offices of Vice-President and President shall be exempt from the "three consecutive term" rule. The President,
Vice-President and Immediate Past President Director shall not be included in the Chapter Director apportionment. All
terms-of-office shall expire upon the date of the Annual Meeting.
Section 4.-Nominating Committee
The Director(s) from each Chapter shall appoint a Nominating Committee composed of three professional members. The
State Association President shall participate in appointing the Nominating Committee with power to vote in case of tie
votes only. The Nominating Committee shall nominate one or more persons for each Chapter Directorship position.
Ballots containing the report of the Nominating Committee shall be distributed to all members within the respective
Chapter at least twenty (20) days before the Chapter's Annual Meeting.
Section 5 -Election
(a) Chapter and Alternate Directors shall be elected by secret ballot at the Annual Meeting of the respective Chapter and
those members absent from the Annual Meeting may vote by absentee ballot. If the absent Chapter Director fails to
appoint an Alternate Director, the POF President may appoint one of the Alternate Directors to serve, after consulting with
any remaining Directors from that Chapter. Directors for each directorship position shall be elected by a simple majority
vote.
(b) Failure to Elect - If a Chapter fails to elect its Chapter and Alternate director(s) by June 30th of any year, the POF
Board shall elect the Director(s) and Alternate Director(s) from that Chapter which failed to elect.
Section 6 -Write-In Vote
Members may vote for any eligible person not nominated by the Nominating Committee by "writing in" the person's name
on the ballot being cast for the Director(s). The currently elected Director(s) from each respective Chapter shall conduct
the election for the new Directors.
Section 7.-Waiver of Annual Meeting of Local Chapter
The currently elected Chapter Director(s) may waive holding an Annual Meeting of the Chapter by filing a written "Notice
of Waiver of Annual Meeting" signed by one or more of the currently elected Directors, with the State President or
Executive Director. In such cases, the election of the Chapter Director(s) shall be elected by mail ballot. However, the
"Waiver of Annual Meeting" may be overridden by a petition calling for an Annual Meeting of the Chapter signed by 10%
of the members within the Chapter.
Section 8 -Meetings
Except that the Board shall have a regular meeting at the time and place of the Annual Meeting, the Board shall meet
upon call of the President at such times and place as designated, and shall be called to meet upon demand of a majority
of its members. Notice of all meetings of the Board of Directors shall be announced at least ten (10) days in advance of
such meetings.
Section 9.-Quorum
A simple-majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less number may
adjourn from time to time until a quorum is present.
Section 10.-Absence
(a) Any member of the Board of Directors absent from a meeting shall contact the President or Executive Director, to state
the reason for his absence. If a Director is absent from two (2) consecutive meetings for reasons which the Board has
failed to declare to be sufficient, his resignation shall be deemed to have been tendered and accepted.
(b) No Director's absence shall be excused by proxy for more than two consecutive meetings, unless such absence is
approved by a majority vote of the Board.
Section 11.-Resignation and Removal
(a) Resignation - Any Director may resign at any time by giving written notice to the President, the Executive Director, the
Secretary or the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is
specified, at the time of acceptance, thereto, as determined by the President or the Board.
(b) Mandatory Resignation - A Director must be an active member of the Chapter he represents. Any Director who
relocates and does not meet the foregoing requirement shall submit a letter of resignation within thirty (30) days after the
relocation. Upon relocation an active member may be appointed to according to these By-Laws to the Local Chapter
Board presiding over the region to which the Director relocated.
(C) Removal - A Board Member shall be disqualified and removed from service on the Board of Directors if their Florida
Opticianry License is delinquent, suspended, revoked, null and void or if found guilty of professional misconduct. If the
license delinquency or suspension is resolved the member may be considered for reinstatement by a majority vote of the
full board.
Section 12.-Vacancies
Any vacancies that may occur on the Board by reason of death, resignation, or election to the position of President-Elect
or President may be filled by the remaining members of the Board via an appointment of an individual to fill the unexpired
term. However, the vacancy must be filled with an individual from the same Chapter from which the previous Director
came. Any Director having served three consecutive 3-year terms, but not elected as Vice-President or President, shall
not be reappointed to the Board less than 1-year subsequent to the completion of their term of office.
Section 13.-Proxies
(a) Alternate Directors -At the time of Chapter elections, each Chapter shall elect Alternate Directors equal to the number
of Chapter Directors elected. Any Chapter Director(s) who is absent from all or any portion of any POF Board of Directors
meeting shall appoint an Alternate Director to serve in his or her absence, who shall have the authority to sit as a member
of the Board of Directors.
(b) In the event an Alternate Director is not available pursuant to Section 13(a) any Director who is absent from all or any
portion of any Board Meeting may appoint a representative who shall have proxy voting power authority for him or her on
any matter on which the Board Member could have voted had he or she been present. To be effective, such appointments
shall be in writing, signed by the appointing Board Member, filed with the presiding officer of the Board Meeting and the
representative shall be a Professional Member of the Association in good standing. Absent Directors shall not appoint
other Board Members to serve as their representative under this section.
Article VIII –Officers.
Section 1.-Elected Officers
The elective officers of this Association shall be a President, Vice President, Secretary and a Treasurer. These officers
shall be elected annually by the Board of Directors at the Annual Meeting. Election shall be by secret ballot and a majority
of the votes cast shall elect. A nomination and election committee of three POF members shall call for nominations and
tabulate the votes. The results shall then be presented to the Board of Directors. All terms-of-office shall expire upon the
date of the Annual Meeting.
Section 2.-Term of Office
(a) Each elected officer shall take office upon their election and shall serve until their successor is duly elected and
qualified, contingent on the term limits detailed below. The word 'term' as used in this section is defined as 12 months.
(1) President -up to three one-year terms.
(2) Vice-President -up to three one year terms.
(3) Secretary -up to three one year terms.
(4) Treasurer -up to three one year terms.
(5) Past President -up to three one year terms.
(b) At the Annual Meeting the Board shall hold a vote as to whether the current President, Vice President, Secretary, and
Treasurer shall sit for the next year of their term. A nomination and election committee of three POF members shall
tabulate the secret votes.
Section 3.-Vacancies
Vacancies in any office may be filled for the balance of the term thereof by the directors at any regular or special meeting.
Section 4.-President
The President shall be the principal elective officer of the organization, shall preside at meetings of the Association and of
the Board of Directors and of the Executive Committee, and shall be a member ex-officio, with right to vote in case of tie
votes only, of all committees. The President shall also, at the Annual Meeting of the Association and at such other times
as deemed appropriate, communicate to the Association or to the Board of Directors such matters and make such
suggestions as may in the opinion of the President tend to promote the welfare and increase the usefulness of the
Association, and shall perform such other duties as are necessarily incident to the Office of President or as may be
prescribed by the Board of Directors.
Section 5.-Vice-President
The Vice-President will perform all duties and exercise all powers of the President when the President is absent or is
otherwise unable to act. The Vice-President will perform such other duties as may be prescribed from time to time by the
Board of Directors. The Vice-President shall assure that the timelines documented in the POF Board of Directors Action
List are adhered to and advise the Secretary of any changes immediately.
Section 6.-Secretary
The Secretary will keep minutes of all meetings of members and of the Board of Directors, maintain and distribute the
POF Board of Directors Action List on a monthly basis or when revisions are made, will be the custodian of the corporate
records, will give all notices as are required by law or by these Bylaws, and, generally, will perform all duties incident to
the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these
Bylaws, or which may be assigned from time to time by the Board of Directors.
Section 7.-Treasurer
The Treasurer will have charge and custody of all funds of the Corporation, will deposit the funds as required by the Board
of Directors, will keep and maintain adequate and correct accounts of the Corporation's properties and business
transactions, will render reports and accounting to the Directors and to the members as required by the
Board of Directors or members or by law, and will perform in general all duties incident to the office of Treasurer and such
other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned
from time to time by the Board of Directors. All funds shall be deposited in the name of the Association.
Section 8. Executive Board Leadership Progression
The Ideal leadership progression shall be as follows when possible.
The Executive board consisting of the President, Vice President, Secretary and a Treasurer shall follow a leadership
progression in order to provide continuity to the organization. When a term of service has ended the Executive Board
member shall progress to the next higher office. The President shall transition to Immediate Past President; Vice
President shall transition to President; Treasurer shall transition to Vice President; Secretary shall transition to Treasurer.
A new secretary shall be elected from the board of directors.
Any transition shall be subject to approval by a majority vote of the full board of directors.
Article IX -Executive Director
Section 1.-Contractual Relation
There may be an Executive Director who shall have a contractual relationship with the Association. Said contract shall be
negotiated by the Board of Directors and the services, obligations, compensation and other appropriate matters shall be
covered by the contract which shall be written. Said contract shall be reviewed in even numbered years by the Board of
Directors at the first meeting of the year. Recommend changes or addendums shall be presented to Board of Directors at
the annual meeting. If the Board of Directors and the Association agree on any changes or addendums a new contract
shall be created and signed by the Executive Board and the Association.
Section 2.-Responsibilities
The Executive Director shall be the chief administrative officer of the Association and shall:
(a) Have responsibility for the management and direction of all operations, programs, activities and affairs of the
Association, including employment and termination of employment and the determination of compensation of members of
his staff and supporting personnel, functioning within the framework of the Bylaws and programs determined by the Board
of Directors and within the budgetary limitations approved by the Board.
(b) Receive and deposit dues, fees and assessments as directed by the Board of Directors.
(c) Make payment for authorized obligations of the Association.
(d) Have custody of the financial records of the Association and the minutes of all meetings of the membership and the
Board of Directors.
(e) Submit quarterly financial statements to the Board of Directors showing all income and expenditures and the financial
condition of the Association.
(f) Have authority with the President to sign all notes and contracts approved by the Board of Directors.
(g) Attend and function as Recording Secretary at meetings of the membership, the Board of Directors and at such other
meetings as directed by the President.
(h) Send notices of meetings prepare and distribute ballots for voting by mail, and with the President and others so
appointed, tabulate the results of all voting.
(i) At the Annual Business Meeting of the Association and such other times as he shall deem proper, report to the
membership or to the Board of Directors such matters and suggestions as may in his opinion promote the welfare and
increase the usefulness of the Association.
(j) Perform such other duties as are usual for an Association Executive Director as may be prescribed by the Board of
Directors.
(k) At the expiration of his term of office, hand over to his successor, all books, money, and other property of the
Association in his charge, or, in the absence of a successor, he shall hand over properties as directed by the Board of
Directors.
(l) Perform other such duties of the officers of the Association as may be delegated to him by the Executive Committee.
Article X -Bonding
Section 1.-Provisions
At the direction of the Board of Directors, any officer or employee of the Association shall furnish, at the expense of the
Association, a fidelity bond, in such a sum as the Board shall prescribe.
Article XI -Committees
Section 1.-Appointment
The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or subcommittees as may be required by the Bylaws or as he may find necessary.
Section 2 -Executive Committee
There shall be an Executive Committee which shall be composed of the current President, the immediate Past President,
the Vice President, the Secretary and the Treasurer. This Committee may exercise the powers of the Board of Directors
when the Board is not in session but only when authorized to do so by the Board, and must report to the Board at its next
meeting all action taken. Meetings may be called by the President or three of the committee members.
Section 3 -Finance Committee
The Finance Committee shall be composed of the President, the Vice President, the Secretary, the Treasurer, and one
other member appointed by the President. The Treasurer shall serve as Chairman. This committee shall counsel with the
Executive Director on the annual budget of the Association and prepare written budget recommendations for submission
to the Board of Directors. The committee shall also perform such other duties in connection with the finances of the
Association as the Board may determine from time to time including the securing of an annual certified audit of the
financial records that will be performed by an independent accounting firm.
Section 4 -Membership Committee
There shall be a Membership Committee composed of a minimum of five (5) members. The
Membership Committee shall concern itself with the expansion and development of chapters and the membership growth
of the chapters and from time to time shall make reports and recommendations to the Board of Directors and the
Association's membership.
Section 5.-Education Committee
There shall be an Education Committee composed of not less than five (5) individuals whose duty it shall be to plan and
coordinate educational activities that will advance the purposes of the Association as embodied in these Bylaws.
Section 6.-Legislative and By Laws Committee
There shall be a Legislative and By Laws Committee to develop and present to the Board of Directors short and long
range plans to further the objectives of the Association. The committee shall maintain the By Laws of the association. The
committee shall present any recommended By Law changes to the Board of Directors. The membership of this committee
shall consist of the President, The membership of this Committee shall consist of the Vice President, who shall serve as
Chairman, the immediate Past President, plus three other members. as the President shall appoint from time to time.
Section 7.-By Laws Committee
There shall be a By Laws committee whose duty it shall be to maintain the By Laws of the association. The committee
shall present any recommended changes to the Board of Directors. The membership of this committee shall consist of the
President and two members of the board of directors.
Section 8 7 -Committee Reports
Each year, at least thirty (30) days in advance of the Annual Business Meeting, the Chairman of each Committee shall
prepare and file with the Executive Director, a written report on the activities of such Committee during the previous year.
Article XII -State Chapters
Section 1 -Purpose and Charter
For the purpose of accomplishing the objects of the Association more efficiently, local Chapters may be organized by
twenty (20) or more professional members under charter from the State Association upon approval by the Board of
Directors. Membership in local Chapters shall be limited to members of the State Association.
Section 2.-Board Representation
In order to hold a seat on the Board of Directors, a Chapter must have twenty (20) or more professional members, or hold
at least six (6) hours of continuing education per year. Should a Chapter be eligible for Board Representation these
Directors will be elected per these By-Laws.
Section 3 -Minutes and Actions
Every action taken by a local Chapter shall be evidenced by minutes. Minutes of Local Chapter meetings shall be kept on
file for a period of two years and be available upon request to the President, Executive Director and the Board of
Directors. Minutes of Local Chapter meetings shall be provided to Association Members upon written request to the Board
of Directors.
Section 4 -Chapter Bylaws
Each Chapter shall adopt and adhere to these Bylaws. No Chapter may adopt any Bylaw which is in conflict with the
Bylaws of POF.
Article XIII -Code of Ethics & Standards of Professional Practice
Section 1 -Adoption
The Association shall adopt a Code of Ethics and a set of Standards for Professional Practices and provide for a
continuous revision so as to keep pace with developments in the profession, and be consistent with State and Federal
laws regulating Trade and Professional Associations.
Article XIV -Mail Vote
Section 1 -Purpose and Procedure
Whenever, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of
the active membership and when it deems it inexpedient to call a special meeting for such purpose, the directors may,
unless otherwise required by these Bylaws, submit such a matter to the membership in writing by mail for vote and
decision, and the question thus presented shall be determined according to a majority of the votes received by mail within
twenty (20) days after such submission to the membership, provided that in each case votes of at least twenty percent
(20%) of the members shall be received. Any and all action taken in pursuance of a majority mail vote in each such case
shall be binding upon the Association in the same manner as would action taken at a duly called meeting.
Article XV -Fiscal Year
Section 1 -Term
The fiscal year shall commence on the 1st of January and shall end the 31st day of June December.
Article XVI -Seal & Logo
Section 1.-Authorization
The Association shall have a seal and logo of such design as the Board of Directors may adopt.
Article XVII -Indemnification
Section 1.-Provision
The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all
of its Directors or Officers against expenses actually and necessarily incurred by them in connection with the defense of
any action, suit, or proceeding in which they or any of them are made parties of a party, by reason of having been
Directors or Officers of the Association, except in relation to matters as to which such director or officer or former director
or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance
of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or
misconduct.
Article XVIII -Dissolution
Section 1 -Use and Distribution of Funds
The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part
of said 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 regularly organized and qualified charitable, educational, scientific, or
philanthropic organizations to be selected by the Board of Directors.
Article XIX -Amendments
Section 1.-Method
These Bylaws may be altered, amended or repealed at any meeting of the Association by a vote of two thirds of the
Professional Members present and provided that they have been presented at a Board of Directors Meeting and duly
noticed to the entire membership at least 30 days prior to the date of the meeting.
Article XX -Affiliation
Section 1.-Provision
The Association, its Executive Director, Board of Directors, officers or members shall not enter into any contract for
affiliation without said contract being accompanied by a detailed letter of understanding, and properly presented to and
passed by the Board of Directors in accordance with the policies and Bylaws of the Association.
Revised 05-01-2013 05-19-2017
Professional Opticians of Florida
1947 Greenwood Drive • Tallahassee, FL 32303 • 850-201-2622