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.

JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS 295 Under the title of each position on the election ballot the Nominating Committee shall hst alphabetically the names of the candidates therefor, without any other designation. The Nominating Committee shall certify to the Secretary that each person whose name appears on the election ballot has consented to hold office if elected. The Secretary shall arrange for the print- ing of the election ballot as received from the Nominating Committee and shall send a copy to each member of the SOC1ETY prior to October 25th. To be valid such ballot must be returned and received by the Secretary not later than November fifteenth. Election ballots so received shall be the only ballots which shall be counted. Three tellers, none of whom is a candidate for office, shall be appointed by the President. The tellers shall receive the election ballots from the Secretary if deemed necessary they shall verify the signatures against the master list of Members. The tellers shall count the votes and deliver to the Secretary all elec- tion ballots in a sealed package, together with a signed report certifying the number of votes for each name on the Election Ballot. These proceedings may be observed by any interested Member of the SOCIETY, pro- vided the Member does not interfere with the business of the tellers. The candidates receiving the highest vote for each Office and the two candidates receiving the highest number of votes for Directors shall be declared elected. In the case of a tie vote, the Advisory Committee shall elect from the tied candidates. The results of the election shall be announced by the President at the Annual Meeting. The Election Ballots, packaged and sealed shall remain in the custody of the Secretary until the next election unless surrendered to the tellers, by order of the Board of Directors, for the purpose of verifying the votes for the election of any officers. Any candidate shall have the right to demand a recount within fourteen days after announcement of the results has been made at the Annual Meeting. 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. S•CTION 2. The Board of Directors may appoint other Officers and Agents who may reside and/or act anywhere in the world. Appointed Officers need not be members of the Board of Directors. Appointed agents need not be Active or Honorary Members of the Society or of the Board of Directors. Such appointed Agents shall hold their offices for such term or terms and shah 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 Agent of the SOC1ETY shall not necessarily confer upon such appointee Active or Honorary Member- ship in the SOCIETY. SECTION 3. Except for the office of Presi- dent, vacancy in any office by reason of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term, in accordance with ARTICLE IV, S •CTION 4, of these By-laws. ARTICLE VII1 POWERS AND DUTIES OF OFFICERS SECTION 1. President. The President shall be the chief executive Officer of the SOCIETY. He shall preside at all meetings of the Board of Directors and at all meetings of the Members of the SOCIETY. He shall have general supervision, direction, and active management of the business and affairs of the SOCIETY. He shall direct the performance of all orders and resolutions as issued and adopted by the Board of Direc- tors. He shall execute all contracts, deeds, bonds, and other instrmnents in writing as authorized by the Board of Directors in the name of the SOCIETY. He shall have the general powers of supervision and man- agement usually vested in the Office of President of a nonprofit corporation under the laws of Delaware. SECTION 2. President-elect. In the ab- sence of the President, the President-elect shall exercise all the functions of the Presi- dent. He shall serve as Chairman of the Finance Committee. He shall keep the Policy Manual up to date and shall distribute a copy to each Committee Chairman in January of each year. SEcTIO•r 3. Secretary. The Secretary shall keep the permanent records and minutes of the meetings of the SOCIETY and of the Board of Directors, which minutes shall