292 JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS meeting at which their names are presented. SECTION 3. Honorary Membership. The SOCIETY shall have the power to confer Honorary Membership upon such persons as may be deemed worthy, who shall be recom- mended by and receive the majority vote of the Board of Directors. An Honorary Mem- ber shall be entitled to all the privileges of an Active Member for life, with exemption from payment of dues, but shall not be entitled to the privilege of vote or of holding office. However, conferral of Honorary Membership on an Active Member shall not deprive him of his right to vote and hold office. SECTION 4. Emeritus Membership. Any member who has reached the age of sixty years, has retired from active, remunerative work and who has been a Member for ten years, may through request or by nomina- tion in his behalf, transfer to Emeritus Mem- bership by application to the Secretary of t he SOCIETY. The Secretary shall then refer such re- quest or nomination to a Committee composed of the Secretary, Treasurer, and the Chair- man of the Membership Committee, and upon its favorable recommendation and approval by the Board of Directors such Member shall be entitled to the designa- tion Emeritus Member and to all the privi- leges of an Active Member for life, with exemption from payment of dues, but an Emeritus Member shall not be eligible for election as an Officer or Director. SECTION 5. Termination of Membership. The voluntary resignation of any Active Member shall become effective immediately upon receipt by the Secretary of such re- quest in writing from the Member. SECTION 6. Termination of Privileges. All rights, powers, privileges, obligations or duties of a Member, Director or Officer shall cease upon the death, resignation, or other termination of such Member, Director or Officer from the rolls of the SOCIETY. SECTION 7. Renewal of Membership. Any active Member who shall resign while in good standing may be restored by request in writing to the Secretary of the SOCIETY and by payment of the stated annual dues for that year in which he requests reinstatement. ARTICLE III MEETINGS SF. CT•ON 1. /innual Meeting. Each year, the Board of Directors, by a majority vote, shall set the Annual Meeting on a date in December to be held at the principal office of the SOCIETY or at such other time and place as the Board of Directors shall designate. Notice of not less than two weeks before the date of such meeting shall be mailed by the Secretary to each Member at his recorded address stating the object of such meeting. SECTION 2. Special Meetings. A special meeting of the SOCIETY may be held at any time or place upon the call of the President or Secretary, provided not less than two weeks notice is sent by the Secretary to each Member at his recorded address stating the object of such meeting. SECTION 3. •uorum. Not less than fifty Members of the SOCIETY shall form a quorum at any Annual or Special Meeting of the SOCIETY at which business is transacted. SECTION 4. Foting Privilege at Meetings. At all meetings of the SOCIETY each Member in good standing shall be eligible to cast one vote in person. Any Member in arrears for dues shall not be eligible to vote. All questions, presented for action, except those for which decision is regulated by statue, shall be determined by a majority vote of the eligible Members present. ARTICLE IV GOVERNING BODY SECTION 1. Board o[ Directors. The governing body of the SOCIETY shall be known as the Board of Directors which shall consist of the Officers, namely: President, President-elect, Secretary, Treasurer, four Elected Directors and, to represent the established Chapters, the Chairman of each established Chapter or in his absence his designate delegate who is a Member of the respective Chapter. All Chairmen of Chapters, or in their absence their designate delegates, shall enjoy the temporary status of Directors of the SOCIETY only while attending a meet- ing of the Board of Directors, but the quorum of the Board of Directors shall not be affected in any manner by the absence of any or all representation from the established Chapters.
JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS 293 Sec'rIoN 2. duthority. The Board of Directors shall have control over the affairs of the SOCIETY, including the direc- tion and management of its activities and the control and disposal of its property and funds. It shall have the powers and author- ity especially conferred upon it by the Certificate of Incorporation and by the By-laws including such right, power and authority as may be exercised by the SOCIETY in its privileges as a nonplofit corporation organized under and subject to the laws of the State of Delaware, in the provisions of the Certificate of Incorporation, and in the By-laws of the SOCIETY. SECTION 3. Election. The Officers and those Elected Directors elected each year, in accordance with ARTICLE VI, SECTION 3, of these By-laws, shall take office at the close of the Annual Meeting each year and, except for the Elected Directors or when appointed to fill an unexpired term, shall serve for one year or until successors are duly elected and take office. Elected Directors shall serve for two years or until successors are duly elected and take office. The Directors shall be so grouped that two shall be elected and two retired each year, and such retired Elected Directors shall be eligible for re-election to such office for not more than one additional term. No member may serve as President-elect for more than three terms of office. The Secretary and Treasurer shall be eligi- ble to re-election to such office for not more than four consecutive terms, following which there shall be a lapse of at least one year before they may again become eligible for election to such office. SECTION 4. Filling ?acancies. When- ever for any reason a vacancy shall occur on the Board of Directors, the remaining Members of the Board of Directors shall have the power to elect a Member of the SOCIETY to fill such vacancy until the next annual election. SECTION 5. Limitation of Privileges. All Officers and Members of the Board of Direc- tors shall be Members of the SOCIETY. No Member of the Board of Directors shall receive any remuneration for service per- formed for the SOCIETY but upon prior authorization by the Executive Committee may be allowed reimbursement for expenses incurred for attendance at meetings or when performing duties as a Member of the Board of Directors. ARTICLE V BOARD OF DIRECTORS AND DEFINED C OMMITTE E S SECTION 1. Regular Stated Meeting. The Board of Directors shall hold at least two regular meetings in each calendar year. Notice of such stated meeting shall not be necessary if such meeting is convened im- mediately following the Annual Meeting. Five elected Members of the Board of Directors shall constitute a quorum. SECTION 2. Special Meetings. A special meeting of the Board of Directors may be called by the President at any time. A special meeting of the Board shall be called by the President or the Secretary at any time upon the request of two of its elected Mem- bers. Notice of all special meetings to be held by the Board shall be sent to each Member of the Board of Directors, including the Chairman of established Chapters, not less than one week prior to the stated meeting. SECTION 3. Procedure. The Board of Directors shall hold its regular or special meetings at the stated principal office of the SOCIETY or at such other place as it may designate. The Board of Directors may transact any business pertaining to the SOCIETY at any of its meetings. Except wherein these By-laws require an otherwise vote by the Board of Directors, any action taken by a majority vote of the Members of the Board of Directors present at any meeting duly called and convened shall have full force and effect. SECTION 4. ddvisory Committee. This Committee shall consist of the President, the President-elect, and the five most recent active Past-Presidents who are Members of the SOCIETY. The most recent active Past-President shall serve as Chairman. The Advisory Committee shall have the privilege to initiate matters pertinent to the welfare of the SOCIETY and shall consider such matters referred to it by the Board of Directors for study. It shall make appro- priate recommendation to the Board of Directors. SECTION 5. Executive Committee. In the Interim period of the meetings of the Board of Directors, this Committee, consisting of a majority of the Board of Directors, may meet at the call of the President. The Presi- dent shall serve as Cha'rmat,. This Corn-
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