Fragrance Materials Association of the United States

FRAGRANCE MATERIALS ASSOCIATION OF THE UNITED STATES BY-LAWS

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

ARTICLE III
Board of Directors

Section 1. Number, Tenure and Qualifications.
The number of directors of the Association shall be a minimum of fifteen and may be up to nineteen. Directors shall be selected from member companies. At any time there may be two Associate members elected to or serving on the Board of Directors. Directors shall be elected at each annual meeting of the members and shall hold office until their successors shall have been duly elected and qualified.

Section 2. Annual and Regular Meeting of Directors.
An annual organization meeting of the Board of Directors shall be held without notice as soon as practicable following each annual meeting of the members. At such annual organization meeting, the Board of Directors shall choose officers of the Association from among themselves, and shall transact such other business as may properly come before the meeting. The Board of Directors may provide for the holding of regular meetings. Notice of such regular meetings shall not be required to be given.

Section 3. Special Meetings; Notice.
Special meetings of the Board of Directors shall be held whenever called by the President or by any 4 directors. Notice of any special meeting of the Board of Directors shall be given in any manner, written or otherwise, reasonably calculated to be received at least 2 business days prior to the day on which the meeting is to be held and shall state the time and place thereof, which time and place shall be fixed by the person or persons calling such meeting. Notice need not be given, however, to any director if waiver of such notice shall be given by him in writing before or after the meeting or if he shall attend the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. Except as provided in Section 7 of this Article, any notice need not state the purposes of the meeting.

Section 4. Quorum.
A majority of the entire Board of Directors shall be present in person at any meeting of the Board of Directors to constitute a quorum for the transaction of business. If a quorum shall not exist, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 5. Manner of Acting.
The act of a majority of the directors present at any meeting of the Board of Directors at which a quorum exists shall be the act of the Board of Directors unless otherwise provided in these By-Laws.

Section 6. Resignation.
Any director may resign at any time by giving written notice of his resignation to the Board of Directors or to the President or Secretary of the Association, and such resignation shall take effect at the time specified therein, or, if not specified, at the time of its receipt.

Section 7. Removal.
Any director may be removed, with or without cause, at any time at a special meeting of members by the majority vote of the Active members; provided, however, that notice shall be given to the directors pursuant to Section 3 of this Article III, and to the Active members pursuant to Section 4 of Article II, of such meeting and the proposed removal.

Section 8. Executive Director.
The Board of Directors in its discretion may appoint an Executive Director with such powers, duties and compensation as may be fixed by the Board of Directors from time to time. He shall retain appropriate legal counsel and other appropriate services on behalf of the Association.

Section 9. Vacancies.
Whenever a vacancy occurs in the Board of Directors, it may be filled at any meeting of the Board at which a quorum is present and the director so chosen shall hold office for the unexpired term of the director whom he succeeds.

Section 10. Compensation.
No director of the Association as such shall receive or be entitled to, directly or indirectly, any compensation of any kind or emolument from the Association.

Articles 4-8