BY- LAWS
OF THE
PHILIPPINE SOCIETY FOR COSMETIC SCIENCE

BY- LAW I
(Constitution Article IV)

MEMBERSHIP

Section 1. The membership year shall be from January 1 to December 31 inclusive.
Section 2. Active Membership.
a) The Board of Directors may elect to Active Membership, persons engaged in scientific and/or technical work in the cosmetic, toiletries or related industries. Active members are classified into two categories, namely:
A Members: these will be professionally qualified members such as graduates in chemistry or other scientific disciplines related to Cosmetic Science.
B Members: these will include science undergraduates and non-scientific members.
b) The Board of Directors shall have the power to interpret and apply these requirements.
c) Any person, qualified as specified in (a) above, whose application shall have been approved by the Board of Directors and who shall have paid his initial membership dues & fees as applicable, shall be declared elected as an Active Member of the SOCIETY.
Section 3. Honorary Membership. Any member may nominate for Honorary Membership any person whom he deems worthy of such honor. All nominations must be made in writing to the Board of Directors of the SOCIETY, together with reasons for conferring this honor.
The Board of Directors shall review the qualifications of each candidate and shall be elected by a majority vote.
An Honorary Member shall be entitled to all the privileges of an Active Member for life but shall not be entitled to vote or hold Office. He is exempt from payment of dues. However, an Active Member who has been elected to Honorary Membership may retain his right to vote and hold office by continuing to pay dues.
Section 4. Charter Membership. Individuals, who were present and have enlisted as members during the organizational meeting of the SOCIETY held on November 12, 1979, are entitled to Charter Membership.
The Charter members are:
1. Edilberto A. Abinales, Jr.   Mennen Phil. Inc.
2. Ester A. Agbayani   Filcos Mfg. Corp.
3. Lirio Altura   Metro Lab. Inc.
4. Nelia Andrada   Filcor Mfg. Corp.
5. Eliseo M. Bananal   I.F.F. Phil., Inc.
6. Antonio B. Bejar   Armour-Dial Phil.
7. Efren G. Bunquin   Johnson & Johnson Inc.
8. Ernesto Calalang   Filcos Mfg. Corp.
9. Penafrancia Prieto Espiritu   Mueller & Phipps Mfg. Corp.
10. Renato P. Goco   The Dowd Corporation
11. Max Guzman   Phil. Refining Corp.
12. Froilan P. Lara   Mueller & Phipps Mfg. Corp.
13. Yolanda Y. Lim   Columbia Laboratories
14. Rose L. Manacsa   Mead-Johnson Phil., Inc.
15. Benjamin Y. Mandanas   Colgate-Palmolive Phil., Inc.
16. Arthur Munoz   Bristol Lab. Phil., Inc.
17. Henry Ng   Formey Plastics, Inc.
18. Lilia Pangyarihan   Aura Laboratories
19. Alicia O. Quimson   Winthrop Stearns
20. Edith M. Tapnio   Pharma Industries Inc.
21. Teresita N. Tumangan   Winthrop Stearns
22. Lorenza B. Villaluz   Mueller & Phipps Mfg. Inc.

Section 5. Termination of Membership. The voluntary resignation of any Member shall become effective immediately upon receipt by the Secretary of such request in writing from the Member.
Section 6. Termination of Privileges. All rights, powers, privileges, obligations or duties of a Member, Director or Officer shall cease upon the death, resignation or termination of such Member, Director or Officer from the rolls of the SOCIETY.
Section 7. Renewal of Membership. Any member who shall resign while in good standing may be restored by request in writing to the Board of Directors of the SOCIETY and by payment of the stated annual dues for that year in which he requests reinstatement.

BY-LAW II
(Constitution Article VII)
PROCEDURE FOR NOMINATION AND ELECTIONS

Section 1.
a) The Board of Directors shall create a Committee on Election to be constituted by a Chairman and two (2) members to be filled from the members of the SOCIETY who are not vying currently for any elective office.
b) The Committee on Election shall promulgate rules and regulations governing the conduct of election, during the Annual General Membership Meeting (AGMM), not repugnant to the By-laws herein, and shall have the authority to resolve all questions and disputes involving the manner, conduct and results of the election. c) Any member of the SOCIETY in good standing may nominate not more than nine (9) members for directorship. The nominee shall meet the following qualifications:
(1) He must have attended at least sixty percent (60%) of the scientific meetings during the year;
(2) He must have no outstanding dues in his name with the SOCIETY at the time of the nomination.
d) Nomination forms shall be sent out to all members six (6) months before AGMM. The nomination forms shall be returned in time to be received by the Committee on Election not later than three (3) months before the AGMM, which is scheduled in November. Nominations shall be screened by the Committee on Election and nominees who qualify – pursuant to By-law II of Section 1 (c) – shall be notified by phone by the Committee.
e) Acceptance shall be in writing or by phone – but the latter is to be confirmed in writing, not later than two (2) months before the AGMM.

Section 2. Conduct of Elections/Canvass
a) 1. The Committee on Election shall send the official list of candidates and a numbered official ballot with a self-addressed reply envelope to all active (voting) members – not later than one (1) month before the AGMM.
2. The members shall vote for nine (9) directors, (six (6) from the manufacturing and three (3) from the suppliers) of their choice and validate the ballot by legibly signing the lower portion of their ballot.
3. The fully-accomplished ballot shall be returned – in the sealed self-addressed envelope – to the Comelec not later than one (1) week before the AGMM – except for voting Members attending the AGMM who shall be allowed to cast their official ballots on site – not later than two (2) hours before the canvassing of votes.
b) The Committee on Election shall conduct the counting of votes during the AGMM pursuant to the rules and regulations so adopted.
c) The candidates who shall obtain the first nine highest numbers of votes cast shall be deemed elected to the Board membership. In case of a tie, another balloting shall be held for those who tied, and so, on until the tie is finally resolved.
d) The Committee on Election immediately after the counting of votes shall proclaim those duly elected, rendering the election as part of the records of the SOCIETY.
e) Immediately after the election of the members of the Board of Directors, or reasonably soon thereafter, the elected Directors shall hold a meeting of the Board and elect among themselves the Officers of the SOCIETY, as provided herein, also by secret ballot.
f) The Committee on Election shall keep on file – for the membership’s scrutiny – all the records of the latest election proceedings.

Section 3. The Officers and those Directors elected, in accordance with this By-law, shall take office on 1st of January of the following year.
Section 4. Notwithstanding the foregoing provisions, in the event of failure to elect a new Board of Directors, or of failure to hold the election, current members of the Board of Directors and Officers of the SOCIETY shall continue to discharge their duties and exercise the powers of their respective offices until their successors shall have been elected.

BY-LAW III
(Constitution Article VI)
BOARD OF DIRECTORS

Section 1. The Board of Directors shall be members of the SOCIETY. No member of the Board of Directors shall receive any remuneration for services performed for the SOCIETY. Section 2. He/she must not be currently an officer of any organization of the same nature.
Section 3. The President and the Vice-President should be technicians.
a. with actual hands-on experience
b. may not be involved in actual hands-on now but past experience will support the requirement.
Section 4. Whenever for any reason a vacancy shall occur among the Elected Directors the remaining Members of the Board of Directors shall have the power to appoint as Director, the candidate in the last election who obtained the tenth (10th) highest number of votes. However, in case such person is incapacitated to fill the vacancy, the position shall be filled by majority vote of the Board of Directors from any of the members qualified.

BY-LAW IV
(Constitution Article V)
POWERS & DUTIES OF OFFICERS

Section 1. The President shall be the Chief Executive Officer of the SOCIETY. He shall preside at all meetings of the Members of the SOCIETY. He shall have general supervision, direction and active management of the business 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 installments in writing as authorized by the Board of Directors in the name of the SOCIETY.
Section 2. In the absence of the President, the Vice-President shall exercise all the functions of the President and shall be tasked to oversee the technical affairs of the Society.
Section 3. The Secretary shall keep the permanent records and minutes of the meeting of the SOCIETY and of the Board of Directors, 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.
Section 4. The Treasurer is the financial officer of the SOCIETY. He shall perform such duties with respect to the finances and properties of the SOCIETY as may be prescribed by the Board or by the general membership. He shall be the custodian of the SOCIETY’s funds and properties, keep complete records and accounts thereof, make and submit financial statements and reports quarterly or whenever requested by the President or by the Board and perform all the duties pertaining to the Office of Treasurer. All checks, drafts, promissory notes, instruments and orders for the payment of money against the funds or credits of the SOCIETY shall, unless the Board otherwise direct, be signed by the Treasurer and the President: in the absence of the Treasurer and the President, all checks shall be signed by the Vice-President and the Secretary. The Board may, by appropriate resolution, designate any other officer to sign such checks, promissory notes, drafts, instruments and orders for payment. He shall submit his books of accounts for audit at least twice a year.
Section 5. The Board of Directors shall have the sole authority to approve single appropriations in excess of five thousand pesos (P 5,000.00). Appropriations costing less than five thousand pesos (P 5,000.00) shall be approved by the President plus any other two officers.

BY-LAW V
(Constitution Article IV)
DUTIES & CONDUCT

Section 1. A member shall be subject to censure, suspension or expulsion for unprofessional or unethical conduct or for contravention of the Constitution, By-laws or rules of this SOCIETY as determined by a vote of the Board, provided the accused shall have at least two (2) weeks notification in writing from the Secretary of the SOCIETY stating the charges.
Section 2.
a) Charges against a member shall not be presented to the SOCIETY but shall be submitted in writing to the Secretary, to be submitted to the Board within one (1) week, who shall then, within one (1) month thereafter, satisfy itself of the validity of such charges. If the Board deems the accusation warrants consideration, the Secretary shall transmit to the accused a copy of the charges and cite him to appear before such Board on a specific date to make answer in his own behalf. Censure, suspension, or expulsion from the SOCIETY shall require the unanimous vote of the Board.
b) A Member suspended for a stated period of time shall automatically be reinstated at the expiration of that time.
c) Unless authorized by the Board of Directors, Members of the SOCIETY shall not knowingly or willfully allow the name or seal of the SOCIETY or its assets to be used by any person who is not a Member of the SOCIETY. The name of the SOCIETY shall not be used in any way by a member to further or foster the advertising of a Member or non-Member.
d) No debts shall be incurred on behalf of the SOCIETY by any Officer of the SOCIETY nor by any Member unless authorized by the Board of Directors or by such authority as is delegated by the Treasurer.

BY-LAW VI
(Constitution Article IX)
DUES

Section 1. The annual dues of Active Members shall be of such amounts as the Board of Directors shall determine and shall be due and payable on or before March 31st of each year.
Section 2. A statement of dues for the ensuing year shall be sent to each Member during November of each year along with a notice that any Member whose dues are unpaid by April 1st of the following year will cease to be an Active Member as of that date and lose all privileges of Membership.
Section 3. Any Member in good standing who has resigned may be reinstated upon payment of dues for the current year; however, a Member who has been dropped for nonpayment of dues shall be obligated to pay all previous arrears or dues standing in his name before he may be considered for reinstatement.
Section 4. Honorary Members shall be exempt from payment of dues.

BY-LAW VII
(Constitution Article IX)
FINANCES

Section 1. All income of the SOCIETY shall be collected by the Treasurer or other Officers or members of the Collection Committee as the Board of Directors may designate for that purpose.
Section 2. The Board of Directors is authorized and empowered to accept, receive and maintain gifts, donations, devices, bequests, endowments and funds both general and special and to administer, invest, reinvest and manage the same and apply the principal and income for the purposes expressed in Article II of the Constitution.

BY-LAW VIII
(Constitution Article X)
AMENDMENTS TO THE BYLAWS

Section 1. Petitions for Amendment of the Bylaws and the reasons thereof shall be submitted in writing to the Board through the Secretary of the SOCIETY, over the signature of not fewer than 50% + 1 of the general membership of the SOCIETY. The petition may include a recommended effective date.
Section 2.
a) Each petition for amendment shall be considered for the first time at that Board meeting next following its submission provided it shall have been received in time to be spread in full on the agenda of that meeting. The Secretary shall refer the petition to a Special Committee created by the Board.
b) One month prior to the Board meeting, this Special Committee shall report its recommendation to the Secretary of the SOCIETY who shall transmit them to the petitioners. Both the recommended form and the original petition shall be placed on the Board Agenda for consideration at the next meeting. Should the Board not adopt the recommendations of the Special Committee, it shall act immediately upon the original petition.
c) A draft of the proposed amendment(s) of the (Constitution/or) By-laws shall be sent out to the members at least thirty (30) days before the meeting.
d) Each petition for amendment of the By-laws shall require a two-thirds vote of the Board for approval. The Secretary of the SOCIETY shall transmit the fact of each approval to the Board of Directors for such action as may be provided by the Constitution.

BY-LAW IX
DISSOLUTION

Section 1. In the event of dissolution of the SOCIETY, a special meeting of the general membership shall be called by the President for the purpose and two-thirds of all the voting members shall be required to ratify the dissolution.
Section 2. After ratification by the general membership as provided in Section 1 thereof, the President shall appoint a Committee on Liquidation whose function shall be to liquidate the funds, properties, assets and liabilities of the SOCIETY.
Section 3. The proceeds of the liquidated assets and/or liabilities of the SOCIETY shall be distributed among all the duly registered members as of the date of dissolution on the basis of the equity of their membership.