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-

29-• JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS mittee shall have all the powers of and act in lieu of the Board of Directors, provided such action is taken by the unanimous vote of those present and that a report of its actions is submitted at the next meeting of the Board of Directors. SECTIO• 6. Finance Committee. This Committee shall consist of the President- elect, who shall serve as Chairman the Chair- man of the Advisory Committee and two Elected Directors appointed by the Presi- dent. Three members shall constitute a quorum. The Finance Committee shall study the Annual Budget of the SOCIETY and of each Chapter, as prepared and submitted by the respective Treasurers not later than Novem- ber 1st of each year, and shall make appro- priate recommendation to the Board of Directors for its considered action at its next regular meeting. The Finance Committee shall consider and recommend appropriate action for any financial matters of the SOCIETY and of the Chapters referred to it by the Board of Directors for study. The Treasurers of the SOCIETY and of each Chapter shall have the privilege of attendance at such meetings ot the Finance Committee when the budget estimates are being considered, but they shall not have the power of vote. ARTICLE VI PROCEDURE FOR NOMINATIONS AND ELECTIONS The President-elect, Secretary, Treasurer and the four Elected Directors of the SOCIETY shall be chosen and elected in accordance with the provisions of this ARTICLE of these By-laws. SEeTIO• 1. Nominating Committee. The President shall appoint three Members to serve as a Nominating Committee, two of whom shall be from the Membership at large, and such appointment shall be made not later than June 1st of each year. SECT•O• 2. Nominations. Prior to Sep- tember 15th, the Secretary shall send to each member of the Society a nomination ballot on which the Member may write in for each office the name of one Society Member and for Elected Directors the names of not mine than two Society Members. The Member shall seal his ballot in a plain envelope marked "Ballot" and shall enclose this envelope in a sealed envelope bearing his handwritten signature and, to be valid, it must be returned to and received by the Secretary of the SOCIETY not later than October 5th of each year. The Secretary shall then meet with the Nominating Committee to open these envelopes and count the total returns for each Member proposed and prepare an Election Ballot as directed in SEeTIO• 3 of this ARTICLE of these By-Laws. Any interested Member of the SOCIETY may be an observer to these proceedings, provided that such Member makes no at- tempt to influence the Nominating Com- mittee or to interfere with its stated func- tions. SECTIO• 3. Preparation of the Election Ballot and Method of Balloting. For each Office there may be not more than two candidates, and tbr Elected Directors not more than four 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 of•ce on the nomination ballot, provided that the candidate so selected received the highest number of votes above 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 nomination ballots and it shall be the duty of the Nominating Committee to name one candidate for each office when none is determined by the nomination ballots, as herein provided. The list of candidates for Elected Directors shall include the names of the two consenting members who shall have received the largest number of votes for Elected Directors on the nomination ballots, provided that these two candidates have received the highest number of votes above three per cent of the total membership of the SOCIETY. It shall be the duty of the Nominating Committee to make certain that there are at least two can- didates on the election 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 that office for which he shall be a candidate.