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-

234 JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS nating Committee to name one candidate for each office when none is determined by the ballots as herein provided. The list of candidates for Elected Director shall include the names of the two consenting members who shall have received the largest number of votes for Director on the nominat- ing ballots, provided that the number of votes received by each of such candidates equals or exceeds three per cent of the total membership of the SOmETV. It shall be the duty of the Nominating Committee to make sure that there are at least two candidates on the ballot. If any nominee shall receive nominating votes sufficient to entitle him to be a candi- date for more than one elective position, the Nominating Committee shall notify the nominee and the Committee in consultation with the nominee shall decide for which office he shall be a candidate. Under the title of each position on the elec- tion ballot the Nominating Committee shall list alphabetically the names of the candi- dates therefore, without any other designa- tion. The Nominating Committee shall certify to the Secretary that each person whose name appears on the ballot has con- sented to hold office if elected. The Secretary shall arrange for the printing of the ballot as received from the Nominating Committee and shall send a copy to each member of the SOCIETY prior to October 25th. Ballots so printed shall be the only ballots which shall be counted. The President shall appoint a committee of three tellers, whose duty shall be to take charge of the election. If a teller becomes a candidate for an Office or Director he must resign as teller and the President shall fill the vacancy by appointment. To vote, a member shall indicate on the election ballot his one choice for the various Officers and two choices for the Directors to be elected. The member shall seal his ballot in a plain envelope marked "Ballot" and shall mail the 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 November 10th. The tellers shall check the signatures of the members on all of the outer envelopes re- ceived against the master list of members provided by the Secretary. Then the tellers shall open the ballot envelopes and count the votes. These proceedings may be observed by any interested member of the SOCIETY provided the member does not interfere with the business of the tellers. After the count the tellers shall deliver to the Secretary all ballots in a sealed package and shall certify to the Secretary the number of votes for each name on the ballot. The candidates receiving the highest vote for each office and the two candidates receiving the highest votes for Directors shall be declared elected. In case of a tie vote the Board of Directors of the SocieTy shall elect from the tied candidates. The results of the election shall be announced by mail with the notice of the December meeting by the Secretary. The ballots in a sealed package shall remain in the custody of the Secretary until a new election is completed unless surrendered to the tellers for the purpose of verifying the election of any officers. Any candidate shall have the right to demand a recount within fourteen days after announcement of results are mailed. If for any reason it shall be impossible to execute the provisions of these By-Laws re- garding the time and date of nominations and election, the Board of Directors shall arrange for nominations and election in accordance with the spirit of these By-Laws so far as pos- sible. ARTICLE VI MEETINGS OF DIRECTORS SECTION 1. The Board of Directors shall hold at least one regular meeting during each calendar year. No notice of such annual meeting need be given if it is con- vened immediately following the annual meeting of the members. SECTraN 2. Special meetings of the Board of Directors may be called by the President or by any two members of the Board on notice stating the time and place thereof, served personally, or by mailing, telephoning, or telegraphing such notice to each member of the Board of Directors at least two days prior to the meeting at his address as the same shall appear on the membership roll of the Soci•n'v. SECTraN 3. The Board of Directors may, as they may from time to time determine, hold their meetings, regular or special, at any place other than the office of the corporation and may at any such meeting transact any and all business pertaining to the Sociun'v. The majority of the Board of Directors shall be necessary to constitute a quorum for the