BY-LAWS OF SOCIETY OF COSMETIC CHEMISTS (Incorporated under the laws of Delaware) ARTICLE I NAME, OFFICES, OBJECT AND CORPORATE SEAL SECTraN 1. The name of the corporation is SOCIETY Or COSMETIC CHEMISTS, herein- after called the SOCIETY. SECTION 2. Until further order of the Board of Directors, the principal office of the SOCIETY shall be at 317-325 South State Street, Dover, Kent County, Delaware, and the name of the resident agent in charge thereof shall be The Prentice-Hall Corpora- tion Systems, Inc., whose address is 317-325 South State Street, Dover, Kent County, Delaware. The SOCIETY may also have offices at such other places, anywhere in the world, as the Board of Directors may from time to time appoint. SECTION 3. The objects for which the SOCIETY is formed are fully set forth in its Certificate of Incorporation. Such objects are, in brief, to establish a medium through which scientific knowledge of the Toilet Goods Industry can be disseminated, and to improve cosmetic and perfumery technicians' professional standing, without profit, so that no part of the income or property of the cor- poration shall inure to the private benefit of any member or individual having a personal or private interest in the activities of the cor- poration. Its purposes shall be limited to such as are scientific, professional, educa- tional, social, or charitable. SECTION 4. The SOCIETY shall have a cor- porate seal which shall consist of two con- centric circles, between which shall be the name of the corporation, and in the center shall be inscribed the year of its incorporation and the words "Corporate Seal, Delaware." ARTICLE II MEMB ERSI4IPS SECTION 1. The membership of the SOCI- ETY shall consist of individuals interested in the objects of the SOCIETY. There shall be three classes of individual members to be known as active, honorary, and emeritus members. SECTION 2. ztctive •/[embership--Shall be extended to (1) recipients of degrees granted by recognized colleges or universities from the departments of Chemistry, Pharmacy, Chemical Engineering, Medicine, or Physics (2) to persons who have been registered for at least two years in any recognized college or university in the departments above men- tioned and received credit therefor and who after leaving the university or college have been engaged in the Toilet Goods Industry in a technical capacity for at least five years after leaving the university or college (3) to others who upon examination of their qualifi- cations by the Board of Directors shall be deemed eligible. Those eligible to member- ship in this SOCIETY shall become members upon filing with the Secretary an application endorsed by three members of the SOCIETY and accompanied by the annual membership dues of $15. After favorable action by a majority of the Board of Directors in the case of an applicant qualifying in accordance with specification (3), the applicant shall be declared a member. SECTION 3. bIondrary Membership--Upon the recommendation of the Board of Direc- tors, the SOCIETY shall have the power, by a majority vote of the members of the Board of Directors, to admit such persons to honor- ary membership in the SOCIETY as may be deemed worthy. SECTION 4. Any member who has reached the age of 60 and has retired from active, remunerative work, and who has been a mem- ber for a period which until January 1, 1960, shall be five years but which thereafter shall be ten years, may apply to the Secretary to be made an emeritus member. The Secre- tary shall refer the request to a committee composed of himself, the Treasurer, and the 231

232 JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS Chairman of the Membership Committee. This Committee shall report to the President its recommendation, whereupon the President may confer emeritus membership upon the member. Emeritus members shall pay no dues, shall receive all official publications and mailings and shall have all rights and privileges en- joyed by active members, but shall not be eligible for election as officers or directors. SECTION 5. The Secretary of the Society shall keep in the minute book of the Society a membership roll of the active members and a separate membership roll of the honorary members. Those persons who are elected the first directors of the Society by the incorpora- tors at their first meeting as such incorpora- tors shall be the original active members of the Society and each of them shall become such upon the entry of his name by the Secre- tary upon the membership roll of active mem- bers in the minute book of the Society with his address and a statement that he so became an original active member pursuant to this By-Law. Upon additional active or honorary members being elected in accordance with the provisions of these By-Laws, the Secretary shall enter their names upon the appropriate membership roll in the minute book of the Society, showing their addresses and the dates when they became members, and they shall thereupon become duly constituted wctive or honorary members, as the case may be, of the Society. SEC'rION 6. Any member may at any time voluntarily resign his membership in the Society any such resignation shall be in writing and become effective upon receipt thereof by the Secretary of the Society. All rights, powers, privileges, obligations or duties of a member and director of the Society as such member and director shall cease on the termination of his membership. No rights, powers, privileges, obligations or duties of a member and director of the Society shall survive the death of such member and director. SEcxlON 7. If at any time there shall be less than three members, whether by reason of death, voluntary resignation or otherwise, the directors, or the one remaining director, if there then be only one, as soon as practi- cable, shall elect a new member or members at least sufficient to bring the total membership up to three members. ARTICLE III MEETINGS OF MEMBERS SECTION 1. The annual meeting of the members of the SocI•x¾ for the transaction of such business as may properly come before the meeting, shall be held in December, in each year, at such hour and place as shall be designated in the call and notice thereof which place may or may not be at the prin- cipal office of the Soci•x¾. Special meetings of the members may be called at any time or place by the President or Secretary. Notice of the time, place, and objects of every annual and special meeting of members shall be given by serving personally, or by mailing, telegraphing or telephoning, such notice to each member at his address as the same shall appear on the roll of members of the SOCIETY and such notice, in the case of an annual meeting shall be given at least ten days prior thereto, and in the case of any special meeting at least two days prior thereto. S•cxioN 2. At all meetings of the SOCIETY each member in good standing shall be entitled to cast one vote in person or by proxy. No member in arrears for dues shall be entitled to vote. One-third of the mem- bers of the SOC•EX¾ shall constitute a quorum for the transaction of business at any annual or special meeting of the members of the SocI•T¾, but the members present at any meeting thereof, less than a quorum, may adjourn the meeting from time to time and such meeting may be held on a subsequent date without further notice provided a quorum be present at such deferred meeting. At all meetings of the members of the SOCIEX¾ all questions (except those questions whose decision is especially regulated by statute) shall be determined by a majority vote of the members present or represented in person or by proxy. ARTICLE IV BOARD OF DIRECTORS S•cTIoN 1. The direction and manage- ment of the affairs of the SOCIETY and the control and disposal of its property and funds shall be invested in the Board of Directors, which shall consist of six members, the four Officers and two Elected Directors. The Board of Directors shall have, in addition to the powers and authority especially con- ferred upon it by the Certificate of Incorpora- tion and these By-Laws, the right, power,