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 shall be to promote excellence and advancement of optometry through a collaboration of emerging leaders in our field.

1.3 In order to accomplish the forgoing purpose, the Society 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, electronic, and other forms of communication among the membership are confidential and shall not be disclosed to any non-member.

Article 2. Membership

2.1 MEMBERS. Members shall be optometrists in the first half of their careers who focus on the medical management of the eye, who have demonstrated prior significant contributions to the field, who embody the potential for future leadership in the field and who meet such requirements as established, from time to time, by the membership. There shall be two categories of membership: Active and Emeritus.

2.2 ACTIVE MEMBERS. Active members shall be optometrists in the first half of their careers, being at least 1 years and less than 20 years in clinical practice. The number of active members shall be limited to 30. New members shall be nominated by two Active Members, and shall submit a curriculum vitae to the executive committee. On unanimous consent of the Executive Committee, the new member candidate shall be subject to approval by the unanimous vote of the membership in quorum or by proxy. Voting to approve a new member shall follow the rules of Article 7.6.  A new member’s term begins upon in-person attendance at a IES meeting.

2.3 EMERITUS MEMBERS. Emeritus members shall be prior Active members who have been in practice >20 years or who should desire to transfer their membership status to Emeritus for any other reason. Emeritus members shall not hold voting rights or executive office and shall have participation in the Society limited to events as defined by the Active Membership.

2.4 FOUNDING MEMBERS. The founding members of the Society will be active members of the society until they become emeritus members. The founding members are: 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.

2.5 DUTIES. An active member shall participate in the activities of the society and regularly attend its meetings.

2.6 VOTING.  Active members alone shall be entitled to vote on any matter or attend any meeting of the Society.

2.7 HOLDING OFFICE.  Active members alone shall be entitled to hold elective office in the Society.

2.8 DUES AND ASSESSMENTS. Membership fees and assessments shall be established by the executive committee, and shall be payable at the time or times determined by the executive committee.

2.9 TERMINATION OF MEMBERSHIP. (a) A member whose required dues, assessments, or other fees for a calendar year are not paid in full by one calendar year from the date of renewal notification shall be considered “delinquent”. The treasurer may, for good cause shown for a member’s delinquency, extend the membership of the delinquent member. A member whose membership has been terminated may again become a member of the IES only by applying for membership and paying all appropriate fees, dues, and assessments.
(b) A member may be suspended for a definite or indefinite period or expelled for just cause, such as violation of the bylaws or rules and regulations of IES for conduct prejudicial to its best interests. Suspension or expulsion shall be by two-thirds (2/3) vote of the membership present and voting, provided that the number of members necessary to constitute a quorum when the meeting began is present at the vote.
(c) Any member whose dues, assessments or other fees are not delinquent may file a written resignation with the treasurer may cease to be a member of IES as of the date the resignation is filed. The notice shall be presented by the treasurer to the executive committee at the first meeting after receipt but shall not require action by the executive committee.

Article 3. Board of Directors and Executive Committee

3.1 AUTHORITY. The board of directors of the Society shall be constituted as an executive committee, which shall manage the general business and affairs of the Society (and be referred to in these bylaws as the “executive committee”). 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 Society unless and until it is adopted, ratified, or approved by the executive committee.

3.2 MEMBERSHIP. The executive committee members shall be comprised of the president, vice president, secretary, treasurer, and diplomatic liaison to schools/universities.

3.3 TERM. The elected officers shall assume their responsibilities commencing January 1 of the ensuing calendar year. Officers shall hold office until the expiration of the term of which he or she is elected, and until a successor is elected and qualified.

3.4 PRESIDENT. The president shall be elected for a term of two (2) years; shall chair the executive committee, shall be the chief executive officer of IES, shall determine and appoint all committees and those members who serve on such committees; shall work with the secretary to ensure that basic IES policies and programs are formulated and executed; and shall exercise such other powers and perform such duties and responsibilities normally associated with the office of president.

3.5 VICE PRESIDENT. The vice president shall be elected for a term of two (2) years, and shall serve as a voting member of the executive council. The vice president shall, in the absence or disability of the president and perform the duties and responsibilities of the president; shall in the event of a vacancy in the office of president, however occurring, fill the vacancy in the office of the president for the unexpired portion of the president’s term; and shall have all other duties and responsibilities that the president or the executive council may determine.

3.6 SECRETARY. The secretary shall be elected for a term of two (2) years. The secretary shall be a voting member of the executive committee; shall attend, record and preserve proceedings of the meetings of the members and executive committee; shall prepare and distribute minutes of all executive committee and membership meetings; shall coordinate and be responsible for all mailings from IES to its members including specifically, but not by way of limitation, ballots or proxies for any meeting or annual meeting of the membership; shall keep on file a complete copy of these bylaws, including all amendments, revisions and restatements of any thereof; and in general, shall have and perform all powers, duties and responsibilities usually incident to the office of secretary.

3.7 TREASURER. The treasurer shall be elected for a term of two (2) years. The treasurer shall be chief financial officer of IES. The treasurer shall be a voting member of the executive committee; shall keep accurate accounts of all monies of IES received or disbursed; shall collect all dues, assessments, and fees owed to IES, and invest and disburse the assets and funds of IES as ordered by the IES membership or executive committee; shall be responsible for the mailing of dues notices and statements for renewal of membership; shall organize the annual professional audit of IES finances; shall have and perform all powers, duties, and responsibilities usually incident to the office of treasurer.

3.8 DIPLOMATIC LIAISON TO OPTOMETRY SCHOOLS/UNIVERSITIES. The liaison shall be elected for a term of two (2) years.

3.9 COMPENSATION. No director or officer shall receive any salary or other form of compensation from IES in his or her capacity as a director or officer. Any director or officer, employee or agent of IES, however, may receive a reasonable stipend, a per diem, and /or reimbursement for expenses in the performance of IES duties, at the discretion of the executive committee.

3.10 VACANCIES. A vacancy occurring in any office shall be filled at a regular or special meeting of the members in the same manner as an election is conducted for any office of the executive committee. The officer so elected shall hold office until the expiration of the officer’s term.

3.11 DISABILITY. In the event of the absence or disability of any officer of IES, the executive committee may delegate such officer’s powers and duties for the time being to any other member of IES.

3.12 REMOVAL. Any officer elected by the membership may be suspended or removed from office, with or without cause, by a vote of two-thirds (2/3) of the members present and voting at any regular annual or special meeting of IES.

Article 4. Election of Officers

4.1 NOMINATING COMMITTEE. The officer-elect nominating committee shall consist of the executive committee officers and the immediate past-president of IES.

4.2 NOMINATIONS. Not less than sixty days (60) prior to the annual business meeting of the membership, the nominating committee shall nominate and shall communicate to the secretary one (1) or more nominations for each position of the executive committee. The secretary shall include all such nominations, together with the nominations approved by the executive committee, as candidates for election by the membership at the annual meeting.

4.3 ELECTION. Announcements of said candidates for election shall be made at the annual meeting of IES by the secretary. Each active member of IES shall have one (1) vote for each officer being elected. No member shall be permitted to vote for any person whose name is not contained in the nominations. A plurality vote shall be required for election to any elected executive committee position. Any ties shall be broken by vote among the executive committee officers.

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 committee may submit the proposed amendments and / or revisions to the membership for approval.

5.2 ADOPTION. The Bylaws may be amended by a majority vote of the membership in quorum at any meeting of the Society or by proxy.

Article 6. Advisor

6.1 ADVISOR(S). The advisor(s) will be an optometrist that does not qualify for active membership, and who is recognized as an established leader in the field of optometry. The advisor will advise the society in any manner as requested by the members or the executive committee.

6.2 SELECTION AND TERM. The advisor will be selected by majority vote of the executive committee and serve a term as determined by the committee.

Article 7. Meetings

7.1 ANNUAL MEETINGS. Annual meetings of the Society shall be held at a place and date designated by the executive committee. Members shall be required to attend annual meetings, with the failure to attend two (2) consecutive annual meetings resulting in loss of membership in the Society. There shall not be less than one (1) business session held every two years at an annual meeting of IES.

7.2 SPECIAL MEETINGS. The executive committee may call special, business, and executive committee meetings when deemed appropriate. A majority of the membership also may call for a special meeting. Although the annual meeting shall be held in person, any other meeting may be held in person, by telephone, or by other electronic means as long as a quorum participates in this meeting and there is simultaneous aural communication among all participating members equivalent to meetings held in one room or area.

7.3 QUORUM. Except as otherwise required by these bylaws, a two-thirds (2/3rds) majority of the executive committee and fifteen percent (15%) of the active membership present shall constitute a quorum for the transaction of business.

7.4 NOTICE. 
The secretary or his or her delegate shall communicate to every member in good standing a notice stating the place, date, and hour of any meeting by mail, electronic mail, or phone. Notices of a special meeting called by the executive committee shall also state the purpose or purposes for which the meeting is called. Notices of such meetings shall be given to all members in good standing entitled to vote at such a meeting not less than 2 weeks prior to the meeting.

7.5 MANNER OF ACTING. If a quorum is present when the meeting begins, the members may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum or the refusal of any member present to vote. A majority vote of the members present at any meeting shall be necessary to adopt any action, except otherwise provided by the bylaws.

7.6 PROXY. In any instance in which the executive committee determines that proxy voting is necessary, the secretary or his or her delegate shall be directed to prepare the proxy form according to the direction of the membership or executive committee, and he or she shall mail one (1) such proxy to each member of IES in good standing, not less than fifteen (15) days prior to the meeting of the membership for which the proxy is applicable. Each proxy shall provide that the member may vote for any issue or matter described in the proxy. In no instance shall any form of proxy other than any proxy prepared by the secretary as specifically provided by this constitution be enforceable or given any effect with respect to the transaction of any business of IES, and no alterations or modifications of any proxy prepared by the secretary shall be permitted. The secretary shall receive and tabulate all proxy ballots and no proxy ballots shall be counted unless they are received by the office of the secretary by the receipt date designated on the proxy.  The Secretary may conduct this voting by mail, electronic mail, or any other means of electronic transmission approved by the executive committee.  At least seven days shall be allowed for the return of electronic ballots and 14 days for the return of mail ballots.

7.7 RULES OF ORDER. The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Society where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.

Article 8. Miscellaneous

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

8.2 CONDUCT OF OFFICERS AND MEMBERS. No officer or member shall act in any manner that is inconsistent with or contrary to the purposes of IES as stated in the Articles of Incorporation of the Society or these bylaws. Any conduct by an officer or member that is inconsistent with the nonprofit purposes for which IES is organized and operated shall result in immediate dismissal of the officer or member who so acted.

8.3 DISSOLUTION. Upon the dissolution of IES, no member, director, officer, or private individual shall be entitled to share in the distribution of corporate 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.