ALUMNI ASSOCIATION

BYLAWS OF UNIVERSITY OF WISCONSIN-MADISON
OPHTHALMOLOGY ALUMNI ASSOCIATION, INC.

ARTICLE ONE
Name-Seal-Offices

Section 1. Name. This corporation shall hereinafter be referred to in subsequent articles of these Bylaws as THE ASSOCIATION.

Section 2. Seal. The Board of Directors may provide for a suitable corporate seal, which shall be in the care of the secretary. The affixing of the seal shall not be necessary to make effective any instruments otherwise duly executed on behalf of THE ASSOCIATION.

Section 3. Principal Office of the Corporation. The principal office of THE ASSOCIATION shall be at 600 Highland Avenue, F4/334, Madison, WI 53792. THE ASSOCIATION may have other offices and places of business within and without the State of Wisconsin as may be determined by the Board of Directors. The Corporation shall have and continuously maintain in the State of Wisconsin a registered office and a registered agent whose office is identical with such registered office, as required by the Wisconsin Non-Profit Corporation Act. The registered office may, but need not, be identical with the principal office, if any, in the State of Wisconsin. The registered office and/or the registered agent may be changed from time to time by the Board of Directors.

ARTICLE TWO
Members

Section 1. Membership. As established in the Articles of Incorporation of THE ASSOCIATION, there shall be three classes of membership, namely, Regular, Associate, and Honorary.

Section 2. Regular Members. Regular Members shall be physicians who 1) have served all or a portion of their training in the Ophthalmology Residency Training Program of the University of Wisconsin-Madison and who have received a certificate of satisfactory completion therefrom, or 2) have satisfactorily completed an ophthalmology clinical or research fellowship of at least one year at the University of Wisconsin-Madison, or 3) members of the teaching staff of the University of Wisconsin-Madison. Any member of the regular full-time, part-time or volunteer faculty having an M.D. or Ph.D. who has served at least one year within the Department of Ophthalmology shall be eligible for Regular membership in THE ASSOCIATION.

All Regular Members shall pay the full amount of dues and assessments established by the Bylaws or as duly amended from time to time except fees are reduced for residents and fellows for two years following training. As established in these Bylaws they shall be considered members who have the right both to vote and hold office in THE ASSOCIATION.

Section 3. Emeritus Members. Emeritus Members shall be physicians who 1) have served all or a portion of their training in the Ophthalmology Residency Training Program of the University of Wisconsin-Madison and who have received a certificate of satisfactory completion therefrom, or 2) have satisfactorily completed an ophthalmology clinical or research fellowship of at least one year at the University of Wisconsin-Madison, or 3) members of the teaching staff of the University of Wisconsin-Madison, and who have retired from practice or other employment.

Any member of the regular full-time, part-time or volunteer faculty having an M.D. or Ph.D. who has served at least one year within the Department of Ophthalmology but who is now retired from practice either at the University or another setting, or who has retired from other employment, shall be eligible for Emeritus membership in THE ASSOCIATION.

All Emeritus Members shall have dues and assessments waived. As established in these Bylaws they shall remain members who have the right both to vote and hold office in THE ASSOCIATION.

Section 4. Associate Members. Associate Members shall be physicians in the Ophthalmology Residency Training Program or in a research or clinical fellowship of one year or more duration at the University of Wisconsin-Madison. They shall pay no dues, may participate actively in all discussions at business meetings, but shall not have the right to vote nor hold office in THE ASSOCIATION.

Section 5. Honorary Members. Honorary Members may be elected at any Annual or Special Meeting of THE ASSOCIATION. An Honorary Member may be a Doctor of Medicine, ophthalmic basic scientist, or member of an allied medical personnel group in ophthalmology who is deemed qualified for Honorary Membership in THE ASSOCIATION. Election to Honorary Membership shall require a two-thirds vote at the Annual or Special Meeting, a quorum of 10 or more members being present. Honorary Members shall pay no dues or assessments. They may participate in the discussion at any business meeting, they shall have the right to vote, but they may not hold regular office in THE ASSOCIATION.

Section 6. Dues. The annual dues of THE ASSOCIATION shall be determined by a majority vote of the members attending the annual meeting. Assessments for additional funds to meet fiscal deficiencies may be made by a two-thirds vote 1) at any annual or specially called meeting of THE ASSOCIATION or 2) conducted by mail as determined by the Board of Directors.

Section 7. Good Standing. A member shall be in good standing so long as he or she complies with these Bylaws of THE ASSOCIATION and is not delinquent in the payment of any dues or assessments. A member who has failed to pay all dues and assessments within sixty days after the same was due will be sent one additional notice and shall then be considered delinquent and suspended from the rights of membership, until all indebtedness is paid in full.

Section 8. Rights of Membership. All members in good standing shall be entitled to attend all meetings of

THE ASSOCIATION and receive periodic notification indicating the activities of THE ASSOCIATION.

ARTICLE THREE
Meeting of Members

Section 1. Annual Meeting. An Annual Meeting of the members shall be held in conjunction with the Annual Alumni meeting of the University of Wisconsin-Madison Medical Alumni. These meetings shall be for the purpose of transacting such business as may come before the meeting and shall be held at such place, either within or without the state, as may be set by the Board of Directors.

Section 2. Special Meetings. A Special Meeting of THE ASSOCIATION may be called by or at the request of the President or a majority of the Board of Directors or a quorum of the membership of THE ASSOCIATION. After due notice is given indicating at which place and at what time that the meeting shall be held, it will be held.

Section 3. Notice. Notice of the Annual Meeting and any Special Meeting shall be given to the members not less than thirty days prior to said meeting.

Section 4. Chairman. At all meetings the President, or in his/her absence the President-Elect, or in his/her absence a President pro tem chosen by the members present, shall preside over the meetings of THE ASSOCIATION.

Section 5. Quorum. At all meetings of the general Membership, a quorum vote shall be necessary to pass any official business of THE ASSOCIATION. A quorum is defined as a majority of those present.

ARTICLE FOUR
Board of Directors

Section 1. General Powers. The affairs of THE ASSOCIATION shall be managed by its Board of Directors. Directors need not be residents of the State of Wisconsin, but must be Regular Members in good standing of THE ASSOCIATION.

Section 2. Number and Qualification. The number of the Board of Directors shall be determined by the Board of Directors, but shall never be less than three (3) Directors. If the number of Directors is decreased by amendment adopted pursuant hereto, each Director in office shall serve until his/her term expires or until resignation or removal as herein provided.

Section 3. Election and Tenure. The Board of Directors shall consist of the President, President-elect, Secretary/Treasurer and At-Large Member(s) as determined by the Board of Directors. The Board of Directors shall be elected at the Annual Meeting of the membership and shall serve two years. At-Large Members shall serve for three years.

Section 4. Vacancies. All in-term vacancies in the directorship of THE ASSOCIATION may be filled by a majority vote of the remaining Directors, even though the Directors remaining constitute less than a quorum. Any vacancy created by an increase in the number of Directors shall also be filled by a majority vote of the other Directors, pending approval of the general Membership at any Annual or Special Meeting.

Section 5. Removal. Any Director may be removed by the directorship, either with or without cause, by unanimous vote of the remaining Directors or by a majority vote of a Special Meeting of the Membership called for such purpose.

Section 6. Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call Special Meetings of the Board may fix any place, either within or without the State of Wisconsin, as the place for holding any Special Meeting of the Board by them.

Section 7. Notice. Notice of all Special Meetings of Directors shall be given to each Director either by giving him/her actual notice in person or by telephone at least two (2) weeks in advance of the meeting or by sending written notice to his/her last known address in such time that, in the regular course of events, such notice will be delivered at least two (2) weeks prior to the date of such meeting.

Section 8. Quorum. At all meetings a majority of the total of the Board of Directors or their proxies shall constitute a quorum. A number less than a quorum must ratify all actions with all other Directors of the Board subsequent to that meeting.

Section 9. Voting. A director may vote either in person or by proxy executed in writing.

Section 10. Compensation. Directors shall not receive any salary or other compensation.

ARTICLE FIVE
Officers

Section 1. Officers. The officers of THE ASSOCIATION shall be chosen by the Membership, and shall consist of a President, a President-Elect, a Secretary-Treasurer, At-Large Members and such other officers as deemed necessary by a majority of the members or the officers.

Section 2. Election, Term of Office and Qualifications. The officers of THE ASSOCIATION shall be elected biennially by the Membership at the Annual Meeting of THE ASSOCIATION. The election of President and President-Elect shall occur in alternate years from that of the Secretary/Treasurer. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office for two years or until his successor shall have been duly elected. At-Large Members are elected for three years.

Section 3. Removal. Any officer elected by the Membership or appointed by the Board of Directors may be removed by an unanimous vote of the remaining Members of the Board of Directors, or by a majority vote at a Special Meeting or the Annual Meeting of the Membership, whenever in its judgment the best interest of THE ASSOCIATION would be served thereby; but such removal shall be without prejudice to the rights of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, retirement, removal, disqualification, or otherwise, including a vacancy arising because of the creation of a new office, may be filled by the Board of Directors for the unexpired term or until a successor shall have qualified.

Section 5. President. The President shall be the chief executive officer of THE ASSOCIATION. He/she shall, if present, preside at all meetings of the Directors and THE ASSOCIATION, shall have general control and management of the business and affairs of THE ASSOCIATION, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He/she may sign any contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by these Bylaws or by statute to some other officer or agent of THE ASSOCIATION. In general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. President-Elect. The President-Elect shall discharge such duties as are delegated to him/her from time to time by the Board of Directors, and shall perform the duties and exercise the powers of the President in any event of his/her death, disability, or absence. The President-Elect shall be a member ex-officio of all standing and special committees of THE ASSOCIATION.

Section 7. Secretary-Treasurer. The Secretary-Treasurer shall be associated with the University of Wisconsin-Madison and shall have general charge of the books and records of THE ASSOCIATION. In a Minute Book provided for that purpose he/she shall keep a true record of the proceedings of all meetings of the Directors and of the members. He/she shall give or cause to be given notice of meetings of the members and the Board of Directors as required and provided in these Bylaws. He/she shall (with such assistance as he/she deems necessary) keep proper books of accounts, relating to the funds and finances of THE ASSOCIATION and shall, at such times as the Directors may require, render such reports as the Directors may deem necessary. In a bank or banks named by the Board of Directors, he/she shall keep on deposit all funds belonging to THE ASSOCIATION. He/she shall perform such other duties as may be prescribed by the Board of Directors. The Secretary-Treasurer shall be a member ex-officio of all standing and special committees of THE ASSOCIATION.

Section 8. Other Officers. The other officers, if any, shall discharge such duties as are delegated to them from time to time by the Board of Directors.

Section 9. Compensation. No compensation shall be paid to any officer.

ARTICLE SIX
Committees

Section 1. Committees. The President may appoint such committees as judged necessary to conduct the business of THE ASSOCIATION. The term of office, number of members, and the chair will be determined by the President. As a rule, no committee should remain active for more than one year from the time of appointment.

Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Directors or until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 3. Chairman. One member of each committee shall be appointed Chairman by the persons authorized to appoint the members thereof.

Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors or officers designating a committee, a majority of the whole committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with the scope and procedural rules adopted by the Board of Directors.

ARTICLE SEVEN
Miscellaneous Provisions

Section 1. Agents and Representatives. The board of Directors may appoint such agents and representatives of THE ASSOCIATION with such powers to perform such acts or duties on behalf of THE ASSOCIATION as the Board may deem necessary, so far as may be consitent with these Bylaws and to the extent authorized and permitted by law; provided, however, that the authority to make such appointments may be delegated by the Board to such officer or agent of THE ASSOCIATION as it shall determine.

Section 2. Contracts. The Board, except as in these Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of THE ASSOCIATION, and such authority may be general or confined to a specific instance; and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bring THE ASSOCIATION by any contract engagements, or to pledge its credit, or render it liable pecuniary for any purpose or to any amount.

Section 3. Banking Transactions. All checks, drafts, notes or other negotiable instruments or obligations of THE ASSOCIATION and all loans to or evidences of indebtedness of THE ASSOCIATION shall be endorsed, signed, executed or issued by such officer or officers or agent or agents of THE ASSOCIATION and in such manner as shall from time to time be determined by resolution of the Board, provided however, that in the absence of a resolution of the Board such matter shall be included within the duties of the Secretary-Treasurer of THE ASSOCIATION.

Section 4. Fiscal Year. The fiscal year of THE ASSOCIATION shall be from January 1 to December 31 of each year unless otherwise fixed by resolution of the Board.

Secton 5. Audits, Statements. The books of THE ASSOCIATION shall be audited yearly through the University of Wisconsin-Ophthalmology Department or at such other times as shall be directed by the Board and balance sheets and profit and loss statements shall be prepared at such times and by such person as the Directors shall determine.

Section 6. Interest of Directors. Subject to the restriction of Article 7, THE ASSOCIATION may enter into contracts or other transaction with any other corporation, person, form, association, trust or entity even though one or more of the Directors, officers, or members of the corporation may be a party of or interested directly or indirectly in such contracts of transactions in some capacity other than as Director, officer, or member of this Association; but, if any Director, officer, or member of THE ASSOCIATION having such other interests acts in any way for or on behalf of THE ASSOCIATION in connection with such matters, such other interests shall be made known to the Board of Directors before it finally authorizes or approves such contract or transaction.

Secton 7. Prohibition Against Sharing in corporate Earnings. No member, Director, officer, or employee of or member of a committee of or person connected with THE ASSOCIATION, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of THE ASSOCIATION, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of THE ASSOCIATION, provided that this shall not prevent the payment of any such person of such resonable compensation for services rendered to or for THE ASSOCIATION in effecting any of its purposes as shall be fixed in accordance with these Bylaws.

ARTICLE EIGHT
Rules of Order

The parliamentary rules and procedures contained in the current edition of Robert's Rules of Order shall govern THE ASSOCIATION in all cases to which they are applicable and in which cases they are not inconsistent with any Articles of Incorporation, Bylaws, Special rules of Order, Standing and Procedural Rules and Resolutions adopted by THE ASSOCIATION, or any provisions of law specifically applicable to THE ASSOCIATION. THE ASSOCIATION may adopt such special, standing and procedural rules and resolutions as may be necessary to implement the purposes set forth in the Charter and Bylaws of the corporation. These rules and resolutions may not be in conflict with the charter and Bylaws of THE ASSOCIATION. Such rules and resolutions may be adopted by majority vote into the Charter and Bylaws of THE ASSOCIATION. Such rules and resolutions may be adopted by majority vote without previous notice; and they may be suspended, amended, or rescinded in the same manner whenever the best interest of THE ASSOCIATION shall be served by such action.

ARTICLE NINE
Amendment

These Bylaws may be amended at any Annual or Special Meeting of THE ASSOCIATION, and must be provided at least twenty-eight (28) days prior to the meeting. Amendments of these Bylaws must be approved by a two-thirds vote of the membership in attendance at the meeting, a quorum of 10 or more members being present.

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