FRAGRANCE MATERIALS ASSOCIATION OF THE UNITED STATES BY-LAWS

Adopted December 13, 1979
As Amended through January 8, 2003

ARTICLE II
Meetings of Members

Section 1. Annual Meetings.
The Annual Meeting shall be held in January of each year at such time and place as may be fixed by the Board of Directors.

Section 2. Special Meetings.
Special meetings of the members may be called at any time by the President or Secretary of the Association upon the written request of any three directors of the Association or of at least twenty Active members.

Section 3. Place of Meetings.
All meetings of members shall be held at such place as may be fixed from time to time by the Board of Directors, or by the President or Secretary in the case of a special meeting of members requested pursuant to Section 2 of this Article, and set forth in the notice or waiver of notice thereof.

Section 4. Notice of Meetings.
Notice of each meeting of members shall be mailed to each member not less than 10 or more than 50 days prior to the day on which the meeting is to be held. Such notice shall be mailed to each member at his then current post office address appearing in the records of the Association. Any member who shall attend such meeting in person or by proxy hereby waives notice of the meeting.

Section 5. Quorum.
At all meetings of the Association 50 percent of the Active members shall constitute a quorum.

Section 6. Voting.
Each Active member shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. At any duly organized meeting of members, a majority of the Active members voting in person or by proxy and entitled to vote at such meeting shall decide any question brought before such meeting, except as otherwise provided by law, the Articles of Incorporation of the Association or these By-Laws. Unless directed by the chairman of the meeting, the vote on any matter shall not be by ballot. Associate members shall not be entitled to vote.

Section 7. Representatives and Proxies.
Any member may be represented at any meeting of members by a duly authorized officer or officers or member or members of such corporation or firm pursuant to a written designation thereof delivered to the Secretary, which officers or members shall have the power and be entitled to vote and otherwise act for such corporation or firm at any meeting. At all meetings of members a member may be represented and vote by proxy duly appointed pursuant to a written instrument subscribed by such member, or by such member's duly authorized attorney. Such instrument shall be delivered to the Secretary of the Association or the Secretary of the meeting at or prior to the time of the meeting.

Articles 3-8