Bylaws

Article 1. Name and Purpose of the Society

1.1 The name of the Society shall be known as Intrepid Eye Society, hereinafter referred to as “IES.”

1.2 The “Purpose” of IES is to provide the highest quality vision care to its patients and provide members with access to all the latest information in the area of optometry through various seminars and continuing education events. Our offerings are the result of decades of experience and an unyielding commitment to quality and professionalism.  We are a family of colleagues and friends who share a passion to continuously advance the profession of optometric care and become leaders in our various communities.

1.3 In order to accomplish the forgoing Purpose, IES shall be organized as a nonprofit corporation under the South Dakota Statutes, Chapter 47-22 as amended, as a trade association within the meaning of §501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

1.4 Because of the importance of free and honest discussion to the purpose of IES, all in person, written, electronic, and other forms of communication among the membership are confidential and shall not be disclosed to any non-member, and shall be the exclusive property of IES.

Article 2. Membership

2.1 MEMBERS. Members shall be optometrists, and whose primary focus is on the medical management of the eye. Additional consideration for membership shall include but is not limited to individuals: (i) who have demonstrated prior significant contributions to the field; (ii) embody the potential for future leadership in the field; and (iii) who meet such requirements as established, from time to time, by the membership. There shall be three categories of membership: Active, Junior and Emeritus.

2.2 ACTIVE MEMBERS. Active Members shall be optometrists in clinical practice and are no more than 20 years from their graduation from an accredited academic institution that teaches optometry. An Active Member shall participate in the activities of the society including but not limited to regularly attend its meetings, voting on IES matters and being eligible to serve on the Executive Committee. The number of Active Members shall be limited to 40.

2.3 JUNIOR MEMBERS. Junior Members are optometrists who are eligible to become Active Members; however, need to demonstrate further developmental progress that comes with being Active Members for any number of reasons. Through its NextGen Intrepid program, Junior Members will be paired with one or more Members for the purposes of making introductions to fellow Members, reminders about upcoming IES events, and be a source of information and a mentor. Junior Members shall have the privileges of attending IES functions, however they are ineligible to vote.  The number of Junior Members is not limited. In order to be eligible to become an Active Member, IES will routinely review a Junior Members progress related to publications, clinical history, contributions to IES as well as to the industry.

2.4 EMERITUS MEMBERS. Emeritus Members shall be Members who are no longer eligible to be Active and/or desire to transfer their membership status for any other reason, including but not limited to leaving clinical practice. Emeritus Members are only eligible to participate IES events at the request and approval of the Active Members. Emeritus Members shall not be eligible to participate on the Executive Committee nor vote on any IES related matters. If an Emeritus Member returns to clinical practice and is still within the 20-year window from graduation, they are eligible for reinstatement as an Active Member upon filing an application with IES. The number of Emeritus Members is not limited.

2.5 FOUNDING MEMBERS. Founding Members of IES are/were Active Members of the Society until their status changed and they became Emeritus Members or chose not to renew their membership. The Founding Members are the following: Justin Schweitzer, Michael Cooper, Andrea Knouff, Brett King, Derek Hamilton, Gina Wesley, James Deom, John Gelles, Josh Johnston, Margarette Recalde, Mark Schaeffer, Matthew Burkart, Melissa Barnett, Nathan Lighthizer, Scott Hauswirth, Leslie O’Dell, Patrick Scott, Whitney Hauser.

2.6 In order to become a Member of IES, an individual must be nominated by two Active Members, and shall submit any documentation requested by the Executive Committee to verify their application. Upon a 2/3rds vote of the Executive Committee, the candidate’s name shall be provided to the Active Membership for their vote. Upon receiving a 2/3rds vote of the Active Members that attend the meeting (or provide their vote via a proxy) where the applicant’s membership status is voted upon, a new member’s term will begin upon receiving notification of acceptance into IES.

2.7 ELIGIBILITY CRITERIA FOR MEMBERSHIP. The following criteria will be used by IES to determine an applicant’s fitness and eligibility to become a Member of IES:

  • Demonstrated ability and willingness to work effectively and collaboratively in a group.
  • Demonstrated professionalism.
  • Regularly participates in continuing skill and knowledge development.
  • Demonstrates a high level of personal and professional integrity, trustworthiness, ethics and values.
  • Displays flexibility and open-mindedness.
  • Embodies self-awareness.
  • Demonstrates a commitment to confidentiality.
  • Demonstrates professional and appropriate conduct in public.
  • Brings diversity to IES, offering unique experiences and points of view.
  • Understands the dynamics of social media.
  • Interprets and understands data.
  • Understanding of and willingness to use technology in the promotion of IES and its Purpose

2.8 DUES, ASSESSMENTS, and BENEFITS. Membership fees and assessments shall be established by the Executive Committee which shall be payable at the time or times determined by the Executive Committee. The Executive Committee may add, delete, or adjust membership dues, assessments, and/or benefits as they deem necessary or desirable to further the purpose of IES. No addition, deletion, or adjustment of benefits shall require any adjustment of dues for the membership period which it occurs.

2.9 DENIAL, SUSPENSION, and TERMINATION OF MEMBERSHIP. A Member (Active, Junior, or Emeritus) can have their membership with IES denied, suspended, and/or terminated for any of the following reasons:

  • Voluntarily at any time by providing written notice to IES.
  • Failure to attend two consecutive Annual Meetings.
  • Failure to pay all required dues, assessments, or other outstanding fees within 90 calendar days from receiving a notice of renewal and/or invoice for amounts owed.
  • For violating the bylaws, rules, and regulations of IES
  • Engaging in conduct determined to be unethical or in any way detrimental to the Purpose of IES.

2.10 The length of suspension and/or termination of a Member shall be determined by the Executive Committee in their sole discretion and will be based upon the specific facts and circumstances of the particular case, while drawing upon prior similar cases for precedent.

2.11 A member whose membership has been terminated may again become a member of the IES only by applying for membership in accordance with Section 2.5 above.

Article 3. Executive Committee

3.1 AUTHORITY. The Executive Committee shall be charged with the management and general business and affairs of the Society. The Executive Committee shall have the final responsibility and authority for all actions and policies that are recommended or adopted by the membership. No action or policy shall be action or policy of the Society unless and until it is adopted, ratified, or approved by the Executive Committee and the Members.

3.2 MEMBERSHIP. The Executive Committee members shall be comprised of the President, Vice President, Secretary, Treasurer, and a Diplomatic Liaison.

3.3 TERM, and TERM LIMITS. The term for each member of the Executive Committee shall be for two years, commencing on January 1 of the year following their election, and shall hold that office until the expiration of the term of which he or she is elected, and until a successor is elected by the Members. All elected members of the Executive Committee are eligible to remain in their elected position for an indefinite number of terms provided they continue to be elected by the Members in accordance with this section and Article 4 below.

3.4 PRESIDENT. The President shall be the chief executive officer of IES and the chair the Executive Committee. The President shall determine all committees necessary to carry on the business of IES and appoint the Members necessary to serve on such committees.  The President is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of President.

3.5 VICE PRESIDENT. The Vice President shall serve as a voting member of the Executive Committee. The Vice President shall, in the absence or disability of the President, perform the duties and responsibilities of the President, and in the event of a vacancy in the office of President (for any reason) fill such vacancy for the rest of the President’s unexpired term. the vacancy in the office of the president for the unexpired portion of the president’s term. The Vice President is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Vice President.

3.6 SECRETARY. The Secretary shall serve as a voting member of the Executive Committee. The Secretary is responsible for: (i)  recording and preserving what occurs during the meetings of the Members and Executive Committee; (ii) prepare and distribute minutes of those meetings to the Members; (iii) coordinate and be responsible for all mailings from IES to its Members including but not limited to ballots or proxies for any meeting or annual meeting of the Members;  and (iv) be the repository for all IES related documents and records. The Secretary is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Secretary.

3.7 TREASURER. The Treasurer shall serve as a voting member of the Executive Committee.  They shall be the chief financial officer of IES, and be responsible for: (i) keeping accurate records of all monies IES receives or disburses; (ii) collect all dues, assessments, and fees owed to IES by its Members and/or  others; (iii) invest and disburse the assets and funds of IES as ordered by the Members and/or the Executive Committee; (iv) be responsible for the mailing of dues notices and statements for renewal of membership; (v) invoicing and paying vendors and creditors of IES; and (vi) plan for and oversee an annual audit of IES finances. The Treasurer is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Treasurer.

3.8 IMMEDIATE PAST PRESIDENT. The Immediate Past President shall serve as a non-voting member of the Executive Committee. They shall be responsible for: (i) assisting with an equitable nomination process, ensuring the needs of the Executive Committee are met to the best of ability and, along with the Membership Experience Officer present a slate of qualified candidates for the Executive Committee to the Members at the Annual Meeting; (ii) routinely review and revise Bylaws, presenting any necessary changes to the Members and the Executive Committee with due notice; (iii) provide interpretation of Bylaws and parliamentary procedures during IES meetings; (iv) actively participate Executive Committee meetings; (v) supporting the President in their position through mentoring, coaching, advising and analysis of Executive Committee development and procedures; and (vi) advocate for the profession and IES wherever and whenever possible. The Immediate Past President is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Immediate Past President.

3.9 MEMBERSHIP EXPERIENCE OFFICER. The Membership Experience Officer shall serve as a voting member of the Executive Committee. They shall be responsible for building IES’s membership base while retaining existing members through positive interactions and engagement. The Membership Experience works closely with the Executive Committee to develop and implement effective strategies and analyze and track overall success in membership development and retention. The position leads the IES’s strategic planning process in the membership area, setting priorities and goals. They also oversee the application process for prospective Members, and the Nominating Committee. The Membership Experience Officer is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Membership Experience Officer.

3.10 EDUCATION CHAIR. The Education Chair shall serve as a voting member of the Executive Committee. They shall be responsible for: (i) providing Members with current information on educational opportunities available to the Optometry professionals and the training of Members regarding ethics, bylaws, technology, professionalism and whatever other pertinent information is deemed necessary which will provide Members with the opportunity to achieve the level of knowledge and skill necessary to serve the public with competence and professionalism; (ii) initiate and implement educational policies for the Members; and (iii) assist as necessary and appropriate with the Industry and Diplomatic Liaisons to fulfill their responsibilities related to education and training.  In addition, the Education Chair shall select one or more Junior Members to assist with such responsibilities.  Those Junior Member(s) selected shall have the tile of “Junior Education Chair”, and have the opportunity (but not the obligation) to attend Executive Committee meetings provided however they will not be considered a member of the Executive Committee, nor have any rights to vote on matters that arise during those meetings.  The Education Chair is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Education Chair.

3.11 DIPLOMATIC LIAISON. The Diplomatic Liaison shall serve as a voting member of the Executive Committee. The Diplomatic Liaison shall be responsible for: (i) building and maintaining mutually beneficial relationships with academic institutions that teach Optometry; (ii) facilitate communication and coordinate activities among IES and those academic institutions; and (iii) work with the Industry Liaison to streamline operations and handle public communications, coordination efforts, incident response, and conflict resolution related to the general public. The Diplomatic Liaison is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Diplomatic Liaison.

3.12 INDUSTRY LIAISON. The Industry Liaison shall serve as a voting member of the Executive Committee. The Industry Liaison shall be responsible for: (i) building and maintaining mutually beneficial relationships with commercial partners related to the field of Optometry; (ii) facilitate communication and coordinate activities among IES and those entities; and (iii) work with the Diplomatic Liaison to streamline operations and handle public communications, coordination efforts, incident response, and conflict resolution related to the general public. The Industry Liaison is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Industry Liaison.

3.13 SOCIAL MEDIA AND BRAND AMBASSADOR. The Social Media and Brand Ambassador shall serve as a voting member of the Executive Committee. The Social Media and Brand Ambassador shall be responsible for: (i) develop and maintain a policy to guide IES and its Members related to establishment and management of social media tools consistent with the IES’s mission, goals, and strategies; (ii) develop and maintain a policy to guide and its Members related to the use of the IES brand and respective intellectual property; and (iii) monitor and review compliance by the Members and general public related to these policies. In addition, the Social Media and Brand Ambassador shall select one or more Junior Members to assist with such responsibilities.  Those Junior Member(s) selected shall have the tile of “Junior Media and Brand Ambassador”, and have the opportunity (but not the obligation) to attend Executive Committee meetings provided however they will not be considered a member of the Executive Committee, nor have any rights to vote on matters that arise during those meetings.  The Social Media and Brand Ambassador is also charged with working with the Executive Committee to ensure that all IES policies and programs are formulated and executed and exercise all other powers and perform such duties normally associated with the office of Social Media and Brand Ambassador.

3.14 COMPENSATION. No member of the Executive Committee shall receive any salary or other form of compensation from IES related to their role and capacity as a member of the Executive Committee. A member of the Executive Committee may receive a reasonable stipend and /or reimbursement for expenses incurred in their performance of their duties as a member of the Executive Committee of IES.

3.15 VACANCIES. A vacancy occurring in any position of the Executive Committee shall be filled at a regular or special meeting of the Members in the same manner as a normal election, provide however that such new Executive Committee member shall only hold office until the expiration of the previous Executive Committee member’s term.

3.16 DISABILITY. In the event of the absence or disability of any member of the Executive Committee, the President may delegate powers and duties until such time as a vote can occur to fill the vacancy.

3.17 REMOVAL. Any member of the Executive Committee may be suspended and/or removed from their position, with or without cause, by a vote of two-thirds (2/3) of the Members present and voting at any meeting (annual or special) of IES.

Article 4. Election of Officers

4.1 NOMINATING COMMITTEE. The Nominating Committee shall consist of the Membership Experience Officer and the Immediate Past President of IES. The Nominating Committee will work to promote the nomination and election process and ensure a slate of officers with a minimum of one candidate per position.

4.2 To be considered for an open position on the Executive Committee, individuals must demonstrate a breadth and depth of experience and commitment to the Purpose and goals of IES. This is accomplished through a thorough application process. Candidates may be considered for more than one open position as indicated on their application. In addition to the criteria used above regarding membership, the following additional criteria will also be used by the Nominating Committee to determine a candidate’s fitness:

  • Any Active Member in good standing shall be eligible for nomination, election and service on the Executive Committee.
  • Demonstrated leadership
  • Thinks strategically, manages complexity and acts decisively.
  • Effectively resolves conflict and demonstrates courage.
  • Commitment to IES.
  • Display’s willingness and ability to commit the necessary time to fulfill IES leadership responsibilities effectively.
  • Demonstrates a commitment to IES through a history of participation in functions and activities of IES.
  • Understands and is willing to support decisions and policies made by the Executive Committee, including IES’s legislative position.
  • Willingness to speak positively and supportively, in any venue, about IES and its initiatives, positions and policies.
  • Brings diversity to the Board, offering unique experiences and points of view.
  • Display’s willingness to commit time and to participate actively in the Executive Committee’s development of knowledge financial literacy.
  • Possess effective public speaking skills.
  • Demonstrate effective written communication skills.
  • Foresees the likely outcome of a situation.
  • Envisions and communicates how one can move from present to future.
  • Results oriented.
  • Able to establish and understand clear metrics aimed at achieving strategic goals.
  • Willingness to hold IES accountable for stated objectives and metrics.
  • Willingness to hold the Executive Committee (collectively and individually) accountable for its decisions (no backtracking), performance and behavior.

4.3 NOMINATIONS. Beginning 120 days prior to the Annual Meeting, the Executive Committee shall begin to receive names of all names of individuals interested in being nominated for a member of the Executive Committee. The Nominating Committee shall compile those names and vet them using the criteria listed above. After completion of the vetting process (which shall be finalized at least 60 days prior to the Annual Meeting) the names of all individuals interested in being nominated for a member of the Executive Committee shall be communicated to the Secretary. The Secretary shall provide all names to the Members for their review a minimum of 30 days prior to the Annual Meeting.

4.4 ELECTION. At the Annual Meeting, the President shall call for a vote and each Active Member in attendance and/or participating in the meeting shall have one vote for each officer being elected. No Member shall be permitted to vote for any person whose name is not contained in the nominations originally provided by the Secretary. A simple majority is all that is required for election to any elected Executive Committee position. Any ties shall be broken by the President (unless the votes for that position is tied. In that case the immediate past president’s vote shall break the tie).

Article 5. Amendments and Revisions to the Bylaws

5.1 PROCEDURE. The Executive Committee may propose amendments and revisions to the Bylaws on its own initiative. Active Members may also propose amendments or revisions and shall submit them to the Executive Committee for review. The Executive Committee will submit any proposed amendments and / or revisions they approve to the Members for vote and approval.

5.2 ADOPTION. The proposed amendments and/or revisions to the Bylaws will be approved and adopted upon a simple majority vote of the Members in quorum at any meeting of the IES where such amendments are voted upon.

Article 6. Branding, Use of the IES Name, and Social Media

6.1 Consistent IES branding and use of its name is critical given the wide range of health issues it supports. Every branding decision IES make regarding logo, fonts and language helps shape that brand. A consistent brand guarantees that anyone looking at anything IES does — from an audio, video, commercial, website, social media, and/or print — will recognize that it is IES at first glance.

6.2 IES has developed specific guidelines for Members to use the IES Brand and Logo in the promotion of their practice. If a Member violates those guidelines, such a violation can be grounds for Suspension and/or Termination in accordance with Article 2 above.

Article 7. Commitment to Diversity and Inclusion

7.1 Many of the greatest ideas and discoveries come from a diverse mix of minds, backgrounds and experiences, and IES is committed to cultivating an inclusive membership. IES does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, selection of Members, Executive Committee, and Industry Partners. IES is committed to providing an inclusive and welcoming environment for all Members.

Article 8. Advisor

8.1 ADVISOR(S). The advisor(s) will be optometrist(s) that do not qualify as a Member, and who are recognizable as established leader in the field of Optometry. The Advisor will advise the IES in any manner as requested by the Members or the Executive Committee.

8.2 SELECTION AND TERM. The advisor will be selected by simple majority vote of the Executive Committee and serve a term as determined by the Executive Committee.

Article 9. Meetings

9.1 ANNUAL MEETINGS. Annual meetings of IES shall be held at a place and date (or if not in person a format) designated by the Executive Committee. Members are encouraged to make every effort to attend the Annual Meetings. IES will conduct at least one business session every two years at an Annual Meeting.

9.2 SPECIAL MEETINGS. The Executive Committee may call special, business, and Executive Committee meetings when deemed appropriate. A simple majority of the membership also may call for a Special Meeting. Although it is preferred that the Annual Meeting be held in person, that may not always be possible. As such any meeting (Annual or Special) may be held in person, by telephone, or by other electronic means available and approved by the Executive Committee provided that a Quorum of the Members participates in the meeting.

9.3 QUORUM. Except as otherwise required by these Bylaws, a 2/3rds majority of the Executive Committee and 15% of the Active Members present shall constitute a Quorum.

9.4 NOTICE. The Secretary or their delegate shall communicate to every Member a Notice stating the date, time, format, and location of any meeting. The form of communication for such Notice shall be by electronic mail to the Member’s address on file with IES. If the Notice is for the purpose of a Special Meeting, the Notice shall also indicate the purpose or purposes for which the meeting is called. Notices of Special Meeting shall be given to all Active Members at such a meeting not less than five business days prior to the meeting.

9.5 MANNER OF ACTING. If a Quorum is present when a Meeting begins, the Members may continue to do business until adjournment. Provided however if enough Members leave a meeting so that a Quorum is no longer present, no official vote of the Members can be conducted on matters up for a vote.  A simple majority vote of the Members present in the Quorum is all that is necessary to adopt any action, except as otherwise provided for in these Bylaws.

9.6 PROXY. Unless expressly stated otherwise within these Bylaws, Members and/or the Executive Committee may at any time use a Proxy system to vote on matters of IES. In such a case the Secretary or their delegate shall be directed to prepare a proxy form and provide it to each Member not less than five days prior to the Meeting for which the proxy is applicable. Each Proxy shall provide that the Member may vote for any issue or matter described on the Proxy. In no instance shall any form of Proxy other than the one prepared by the Secretary be used.  If a Member attempts to use an alternative Proxy, such Proxy will be deemed invalid and not allowed to be counted.  The Secretary shall receive and tabulate all Proxy ballots and no Proxy ballots shall be counted unless they are received by the Secretary by the receipt date designated on the Proxy.  The Secretary may conduct this voting by any means approved by the Executive Committee.

9.7 RULES OF ORDER. The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for IES, provided they are not in direct conflict with the Articles of Incorporation of IES or these Bylaws.

Article 10. Miscellaneous

10.1 NONPROFIT PURPOSES OF IES. IES has been organized and shall be operated exclusively for scientific and educational purposes.

10.2 CONDUCT OF EXECUTIVE COMMITTEE AND MEMBERS. No individual from the Executive Committee or Member shall act in any manner that is inconsistent with or contrary to the Purpose of IES as stated in the Articles of Incorporation of IES or these Bylaws. Any conduct that is inconsistent with the Purposes IES shall result in immediate dismissal from the Executive Committee and termination of membership.

10.3 DISSOLUTION. Upon the dissolution of IES, no Member (including the Executive Committee) shall be entitled to share in the distribution of IES’s assets. In the event of dissolution, all assets and undistributed income shall be distributed equally between the charitable foundations of the American Academy of Optometry and the American Optometric Association.