FRAGRANCE MATERIALS ASSOCIATION OF THE UNITED STATES BY-LAWS

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

ARTICLE VI
Dues

Section 1. First Year Dues.
A new member's dues shall be prorated from the first day of the calendar quarter nearest the date of admission into membership to the last day of such year.

Section 2. Annual Dues.
The Board of Directors, by vote of a majority of the entire Board of Directors, shall, at or prior to the end of each fiscal year of the Corporation, fix the amount of annual dues payable in respect of the immediately following fiscal year of the Association by Active members and Associate members; provided that during any fiscal year of the Association, the Board of Directors may by a vote of a majority of the entire Board of Directors, increase the amount of such annual dues for such year based upon the then current and projected financial position of the Association and such other factors which the Board of Directors may determine to be relevant and appropriate. The annual dues of members and any increase therein shall be paid within 60 days following the determination thereof by the Board of Directors. Upon the failure of a member to pay such annual dues or increase therein within 60 days following the determination thereof, all such member's rights as a member shall be suspended unless the Board of Directors shall determine otherwise.

ARTICLE VII
Waiver of Notice
Whenever any notice is required to be given to any member or director of the Association under the provisions of these By-Laws, the Articles of Incorporation or By-Law, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII
Amendments to By-Laws and Articles of Incorporation
Except as may otherwise be provided by law, these By-Laws and the Articles of Incorporation may be altered, amended or repealed by the affirmative vote of a majority of the entire Board of Directors, subject to approval by the affirmative vote of a majority of all the Active members of the Association.

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