Section 1.1 The Corporation
American Board of Optometry (ABO) (the “Corporation”) is a corporation organized under the Missouri Nonprofit Corporation Act (the “Act”). Pursuant to its Articles of Incorporation (“Articles of Incorporation”), the Corporation has a Board of Directors (“Board of Directors”) comprised of certain Directors (“Directors”) as provided in the Articles of Incorporation and these Bylaw.
Section 1.2 Principal Office
The principal office and location of the Corporation shall be at such place in or outside the State of Missouri as may be designated from time to time by the Board of Directors.
Section 1.3 Registered Office and Registered Agent
The Corporation shall have and continuously maintain a registered office and registered agent in the State of Missouri. The location of the registered office and the name of the registered agent in the State of Missouri shall be as are stated in the Articles of Incorporation or as may be determined from time to time by the Board of Directors pursuant to the applicable provisions of law.
Section 1.4 Records
- The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by committees of the Board of Directors. The Corporation shall maintain appropriate accounting records.
- The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
- Without limiting the records required to be kept pursuant to this Section 1.4, the Corporation shall keep a copy of the following records at its principal office:
- its Articles of Incorporation and all amendments to and restatements of them currently in effect
- its Bylaws and all amendments to and restatements of them currently in effect
- a list of the names and business or home addresses of its current Directors and officers
- its most recent annual report delivered to the Missouri Secretary of State as required by the Act
- appropriate financial statements of all income and expenses
Section 1.5 Seal
The Board of Directors may adopt, and may alter at pleasure, a corporate seal, which shall have inscribed thereon the name of the Corporation and the words: Corporate Seal — Missouri. The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or to be in any other manner reproduced.