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 IV
Committees

Section 1. Creation.
The Board of Directors shall create such committees as it shall deem appropriate from time to time.

Section 2. The President.
The President shall appoint a chairman for each committee.

Section 3. Special Committees.
The President may from time to time appoint such Special Committees as may be deemed advisable with such powers and duties as may be designated by the Board of Directors to such Committees.

Section 4. Nominating Committee.
The Board of Directors shall appoint a Nominating Committee, consisting of five members of the Association, one of whom shall be chairman, to nominate candidates for the Board of Directors. The President shall, on behalf of the Board of Directors, notify the membership of the personnel of said Nominating Committee eight (8) weeks prior to the Annual Meeting. The Nominating Committee shall nominate a full slate of Directors to serve for the following year and report their nominations to the Secretary twenty days in advance of the Annual Meeting. Nominations for the Board may be made independently of the Nominating Committee provided, however, that such nominations must be duly signed by one-third of the active members of the Association and be in the hands of the Secretary at least thirty days prior to the Annual Meeting of the Association. The Secretary shall advise the membership of all nominations at least ten days prior to the Annual Meeting.

ARTICLE V
Officers

Section 1. Number.
The officers of the Association shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. Such other officers and assistant officers as may be deemed necessary or desirable may be chosen by the Board of Directors. The same person may hold any two offices, except the offices of President and Secretary, but no person may hold more than two offices.

Section 2. Term of Office.
Each officer shall hold office until his successor shall have been duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Resignation.
Any officer of the Association may resign at any time by giving written notice of 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 4. Removal.
Any officer may be removed at any time by the affirmative vote of a majority of the entire Board of Directors.

Section 5. Vacancies.
A vacancy in any office for any reason may be filled by the Board of Directors for the unexpired portion of the term.

Section 6. The President.
The President, subject to the provisions of these By-Laws, shall have general supervision of the conduct of the affairs of the Association and shall perform such duties as are usual and customary by a President of an Association subject always to the provisions of the By-Laws and special directions of the Board of Directors.

Section 7. The Vice Presidents.
The Vice Presidents, at the request of the President, or in the event of the absence, death or inability to act of the president, shall, in accordance with their seniority, perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the Board of Directors.

Section 8. The Secretary.
The Secretary shall be responsible for the usual duties of the office of a secretary, including, although not limited to, keeping the minutes of the meetings, forwarding all notices of meetings to members, and maintaining the minute book, and shall perform such other duties as may be assigned to him by these By-Laws or the Board of Directors.

Section 9. The Treasurer.
The Treasurer shall be responsible for the collection of and have charge of all the funds of the Association and the disbursements thereof at the direction of the Board of Directors. He shall be responsible for the payment of all approved bills, make such reports regarding the finances as required and shall otherwise perform the usual duties of a Treasurer, as well as those which may be assigned to him by the Board of Directors.

Articles 6-8