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

236 JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS SociE'rv, or properly care for them in such manner as the Board of Directors may direct. Whenever required by the Board of Directors or by the President so to do, he shall exhibit a complete and true statement of his cash account and of the securities and other property in his possession, custody, and con- trol. He shall enter regularly in the books belonging to the SOCIE'rv and to be kept by him for such purpose an accurate account of all money received and paid by him on ac- count of the SOCIETY together with all other business transactions. He shall perform all duties which are incident to the office of Treasurer of a corporation not for profit un- der the laws of Delaware, subject, however, at all times to the direction and control of the Board of Directors and the President. SECTION 5. The Secretary may appoint one or more Assistant Secretaries and the Treasurer may appoint one or more Assistant Treasurers who may, but need not, be mem- bers of the SOCIETY and shall not on account of their appointment to such positions be constituted members of the SOCIETY. Any Assistant Secretary may sign any document requiring the signature of the Secretary of the SOCIETY and may affix the corporate seal thereto. The Assistant Secretaries, Assistant Treasurers, and other Assistant Officers and Agents of the SOCIETY shall be under the direct supervision of the person whom they are appointed Assistant to or Agent of, unless otherwise provided by the Board of Directors. ARTICLE IX FISCAL YEAR The fiscal and business year of the SOCIETY shall commence on the first day of January in each year and terminate on the 31st day of December. ARTICLE X DUES AND ASSESSMENTS SECTION 1. The annual dues of active members shall be $15 and shall be due and payable on or before January 1st of each year. In the case of members accepted on or after October 1st, the annual dues shall be accepted as payable for the year beginning on January 1st following. Any member who fails to pay his dues for one year shall be suspended with- out notice on the part of the SOCIETY, and shall be dropped from the roll of membership at the end of the fiscal year, but may, on payment of all indebtedness and with the approval of the Board of Directors, be re- stored to full membership. SECTION 2. No annual dues shall be ex- acted from honorary members. SECTION 3. Extraordinary expenses may be met by assessment upon members as may be required by two-thirds vote of the entire membership. Notification of the assessment shall be transmitted by the Secretary to every member so assessed previous to the next regular meeting, when such assessment shall fall due and be payable. ARTICLE XI DUTIES AND CONDUCT SECTION 1. Contravention of the rules of this SOCIETY or unprofessional or immoral conduct as described in the code of ethics, shall subject the offender to censure, suspen- sion, or expulsion, as determined by the vote of the Executive Committee, provided the accused shall have had from the Secretary at least two weeks' notification in writing of the charges preferred. SECq•ION 2. Charges against a member shall not be presented to the SOCIeTy, but shall be submitted in writing to the Executive Committee, who, within one month there- after, shall satisfy themselves of the validity of such charges. If the Committee deem the accusation warrants consideration, the Secre- tary shall transmit to the accused a copy of the charges and cite him to appear before the Committee on a specified date to make answer in his behalf. Should he fail to appear in person or by attorney after a second notice (sent 30 days later), the Committee shall proceed with the trial. The Committee's action shall be final in all cases. Their de- cision and recommendations, together with any or all evidence upon which their conclu- sions have been based, shall be sealed and kept on file by the Secretary. The Committee shall report (1) that the charges are not sus- tained or (2) that the charges are sustained in whole or in part and that the accused be (a) censured (b) suspended for a definite time or (c) expelled. Censure or suspension shall require two-thirds vote of the Committee voting, and three-fourths vote of those voting shall be required to expel a member. S•CTXON 3. The trial shall be conducted in private executive session of the Executive Committee. SECTION 4. A member suspended for a definite time shall automatically be rein- stated at the expiration of that time.