366 JOURNAL OF THE SOCIETY OF COSMETIC CHEMISTS 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 bal- lots, 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 nominat- ing votes sufficient to entitle him to be a candidate for more than one elective position, the Nominating Committee shall notify the nominee, and the Com- mittee in consultation with the nominee shall decide that office for which he shall be a candidate. Under the title of each position on the election ballot the Nominating Committe shall list alphabetically the names of the candidates therefor, with- out any other designation. The Nom- inating Committee shall certify to the Secretary that each person whose name appears on the election ballot has con- sented to hold office if elected. The Secretary shall arrange for the printing of the election ballot as re- ceived from the Nominating Commit- tee and shall send a copy to each mem- ber of the SOCIETY 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 re- ceive 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 election 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, provided the Member does not interfere with the business of the tellers. The candidates receiving the highest vote for each Office and the two candi- dates 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 announce- ment of the results has been made at the Annual Meeting. ARTICLB VII OrrICBRS S•CTIO• 1. The Officers of the SOCIETY shall be a President, President-elect, Secretary and Treasur- er, all of whom shall be Members of the Board of Directors. S•c•IO• 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 Direc- tors. Appointed agents need not be Active or Honorary Members of the Society or of the Board of Direc- tors. Such appointed Agents shall hold their offices for such term or terms and shall exercise such powers and

BY-LAWS OF SOCIETY OF COSMETIC CHEMISTS 367 perform such duties and receive such compensation for their services as shall be determined by the Board of Direc- tors. The appointment by the Board of any person to be an Agent of the SOCIETY shall not necessarily confer upon such appointee Active or Hon- orary Membership in the SOCIETY. SECTION 3. Except for the office of President, vacancy in any office by reason of death, resignation, re- moval, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term, in accordance with ARTICLE IV, SECTION 4, of these By-laws. If the President should die, resign, be incapacitated, or otherwise vacate his office, the President-elect shall take over his duties until such time as that President-elect becomes President. If both the President and President- elect should die, resign, be inca- pacitated, or otherwise vacate their offices on or after June 1 of any year, the most recent Past President, capable of so doing, and confirmed by the Board of Directors, shall perform all the func- tions of the President for the remainder of that year a new President and President-elect shall be nominated and elected for the ensuing year, in the usual manner. If both the President and President- elect shall vacate their Offices before June 1 of any year, the most recent Past President, capable of so doing, and confirmed by the Board, shall tem- porarily perform all the functions of the President however, within one (1) month the Advisory Committee shall recommend to the Board of Directors one (1) or more Candidates to fill the Office of President. The new President shall be elected from these Candidates by a majority vote of all the surviving Members of the Board of Directors. For the ensuing year, both a President and President-elect shall be nominated and elected, in the usual manner, ARTICLE VIII POWERS AND DUTIES Or OffiCERS SECTION 1. President. The Presi- dent shall be the chief executive Officer of the SOCIETY. He shall preside at all meetings of the Board of Direc- tors and at all meetings of the Members of the SOCIETY. He shall have gen- eral 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 Directors. He shall execute all contracts, deeds, bonds, and other instruments in writing as authorized by the Board of Directors in the name of the SOCIETY. He shall have the general powers of supervision and management usually vested in the Office of President of a nonprofit corporation under the laws of Delaware. SECTION 2. President-elect. In the absence of the President, the President- elect shall exercise all the functions of the President. He shall serve as Chair- man 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. SECTION 3. Secretary. The Sec- retary shall keep the permanent records and minutes of the meetings of the SOCIETY and of the Board of Direc- tors, which minutes shall be signed by him. He shall keep the Membership roll of the Active Members, a separate Membership roll of the Honorary Members and shall properly record all newly-elected Members. He shall be responsible for and have access to all records of the SOCIETY, and of its Chapters upon demand by the Board of Directors, and to its Corporate Seal, which he shall affix and attest to as directed by the Board of Directors. He shall perform all such duties as are associated with the Office of a