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,

BY-LAWS 233 and authority to exercise all such powers and do all such acts and things as may be exer- cised or done by the SOCIETY as a corporation not for profit organized under the laws of Delaware, but subject, nevertheless, to the laws of the State of Delaware, to the pro- visions of the Certificate of Incorporation and the By-Laws of the SociETY. SECTION. 2. The members of the SOCIETY shall elect the Officers and Elected Directors each year in accordance with Article V, Sec- tion 2, of these By-Laws. The Officers and Elected Directors shall take office at the close of the annual meeting in December. SECTION. 3. Each Officer and Elected Director, except when elected to fill an un- expired term, shall serve for one year or until successors are duly elected and take office. SEeTIo• 4. The number of members of the Board of Directors may at any time be increased or decreased as the Board of Direc- tors shall from time to time provide by resolu- tion adopted as herein provided (but never to less than six) and in case of any such in- crease the Board of Directors shall have the power to elect such additional directors as hereinafter provided. SECTION. 5. Whenever a vacancy shall occur in the Board of Directors, whether caused by death, resignation, increase in the number of Elected Directors, or any other reason, the remaining members of the Board of Directors shall at a special meeting, elect a member of the SOCIETY to fill the vacancy until the next annual election provided, how- ever, that every resolution for an increase or a decrease in the number of Elected Directors shall be passed, and every new director shall be elected, by the unanimous vote of all of the members of the Board of Directors pres- ent at any regular or special meeting of the Board of Directors at which all the members of the Board are present, or by unanimous vote of all the members of the Board of Directors present at any regular or special meeting of the Board with the written ap- proval of all of those members of the Board of Directors who are absent from such meet- ing. SECTION' 6. No person may be a member of the Board of Directors who is not a mem- ber of the SOCIETY. No member of the Board of Directors shall receive any remuneration for his services, but may be allowed the expenses incurred in attendance at meetings in performing duties as a member of the Board of Directors. ARTICLE V ELECTION'S SECTION. 1. Prior to September 15th of each year the President shall appoint three members to serve as a Nominating Commit- tee, two of which shall be from the member- ship at large. The Nominating Committee will participate in the nomination and elec- tion of officers as described in these By-Laws. SECTION. 2. Elections•Officers and Elected Directors of the SOCIETY shall be chosen by ballot in accordance with the provisions de- scribed below. Prior to September lSth, the Secretary shall send to each member of the SOCIETY' a ballot form on which the member may write in for each office the name of one SOCIETY' member and for Elected Directors the names of not more than two SOCIETY' members. The member shall seal his ballot in a plain envelope marked "Ballot" and shall mail this envelope in a sealed envelope bearing his hand-written signature to the Secretary of the SOCIETY'. The ballot thus enclosed must be received by the Secretary not later than October $th. The Secretary shall meet with the Nomi- nating Committee appointed by the Presi- dent to check the signatures of the members on all of the outer envelopes so received against the master list of members. The validated outer envelopes then shall be opened and the inner envelopes segregated. The Nominating Committee shall then open the ballot envelopes and count the nomina- tion votes. These proceedings may be ob- served by any interested member of the SOCIETY' provided the member does not inter- fere with the business of the Nominating Committee. After the counting of the votes the Nominating Committee shall make up a ballot as follows. For each Office there may be not more than two candidates, and for Elected Directors not more than six candidates. The list of candidates for each office shall include the name of the consenting member who has received the largest number of votes for that office on the nominating ballot, pro- vided that the number of votes so received by him equals or exceeds five per cent of the total membership of the SOCIETY. The Nominating Committee may place in nomination at least one candidate for each office in addition to those determined by the ballots and it shall be the duty of the Nomi-