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

BY-LAWS :235 transaction of business at any regular or special meeting but the Board members present at any such meeting, 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 pro- vided a quorum be present at such deferred meeting. Except as to these matters as to which by these By-Laws a unanimous vote is required, any action taken or authorized by vote of a majority of the Board of Direc- tors present at any meeting duly called and convened at which a quorum is present shall have the same force and effect as if all of the members of the Board of Directors had been present and had taken or authorized such action. Any member of the Board of Direc- tors may waive notice of any meeting and attendance of such member at any meeting shall constitute a waiver or notice by him of such meeting. SECTION 4. There shall be an Executive Commi tree consisting of the President, Presi- dent-Elect, and the past five Presidents who are members of the SOCIETY. Its duties shall concern itself with the consideration of any matters pertinent to the welfare of the Soci- ETY and its recommendations shall be re- ferred to the Board of Directors for consider- ation. ARTICLE VII OFFICERS SECTION 1. The Officers of the SOCIETY shall be a President, President-Elect, Secre- tary and Treasurer, all of whom shall be members of the Board of Directors. No salary or remuneration shall be paid to the Officers of the SOCIETY for their services as such Officers, but they may be allowed the expenses incurred by them in performing their duties as such Officers. SECTION 2. The Board of Directors may appoint such other Officers and agents who may reside and/or act anywhere in the world and who need not be active or honorary members of the SOCIETY or Directors such appointees shall hold their offices for such term or terms and shall exercise such powers and perform such duties and receive such compensation for their services as shall be determined by the Board of Directors. The appointment by the Board of any person to be an Officer or agent of the corporation shall not confer upon such appointee active or honorary membership in the SOCIETY. SECTION 3. Any Officer elected or ap- pointed by the Directors may be removed at any time by the Board of Directors whenever in its judgment the best interests of the SOCIETY will be served thereby. SECTION 4. A vacancy in any office by reason of death, resignation, removal, dis- qualification, or otherwise may be filled by the Board of Directors for the unexpired por- tion of the term. ARTICLE VIII POWERS AND DUTIES OF OFFICERS SECTION 1. The President shall be the chief executive Officer of the SOCIETY. He shall preside at all meetings of the Board of Directors and of the members. He shall have general supervision, direction, and active management of the business and affairs of the SOCIETY. He shall see that all orders or reso- lutions of the Board of Directors are carried into effect. He shall execute all contracts, deeds, bonds, and other instruments in writ- ing authorized by the Board of Directors. He shall have the general powers of supervision and management usually vested in the office of the President of a corporation not for profit under the laws of Delaware. SECTION 2. During the absence or dis- ability of the President, the President-Elect shall exercise all the functions of the Presi- dent. SECTION 3. The Secretary shall keep the records of the SOCIETY under the supervision of the President and the Board of Directors including the permanent records of all min- utes of meetings of the Board of Directors and of all minutes of meetings of the members which minutes shall be signed by him as Secretary. He shall have charge of all such additional books and papers as the Board of Directors may direct. He shall in general perform all such duties as are incidental to the office of a Secretary of a corporation not for profit under the laws of Delaware. SECTION 4. The Treasurer shall have the custody of all of the funds and property of the SOCIETY. He shall take such steps as may be necessary to collect moneys becoming due to the SOCIETY. When necessary and proper he shall endorse on behalf of the SOCIETY all checks, notes, or other obligations and evi- dences of the payment of money payable to the SOCIETY or coming into his possession, and shall deposit the funds arising therefrom together with all other funds of the SOCIETY coming into his possession, in such banks as may be selected as the depositories of the