research institute for fragrance materials, inc

Dear Prospective RIFM Member:

We know how important it is to stay current on fragrance material safety data in today’s competitive market. Your interest in the Research Institute for Fragrance Materials Inc., (RIFM) demonstrates your company’s awareness of its responsibility to the consumer and the environment. Thank you for the opportunity to send our prospective member information. Membership in RIFM will assist you in the decision process for this crucial area of product management. RIFM believes that fragrance manufacturers and product retailers should have one goal in common—Protect the Consumer. It is important to show the authorities and the public that we are working together to support the research and testing needed to accomplish this goal. The greatest benefit of RIFM membership is having access to all the data available to help your company market safe products. We work aggressively to keep the RIFM database current. RIFM staff constantly searches the open literature and updates material data as it becomes available. The database is available to subscribers 24/7 via the Internet at www.rifm.org. It is the most comprehensive database available worldwide, covering more than 5900 substances. Substances are categorized by EINECS, CAS and Council of Europe numbers, regulatory assessments by the FDA, registration references for TSCA, Canadian DSL and EINECS, the ACGIH Threshold Limit Values and any other regulatory information available. Other data include: ♦ Links to the International Fragrance Association (IFRA) standards. RIFM database subscribers also receive

advance notice of new or revised IFRA Standards ♦ Flavor/Fragrance Ingredient Data Sheets (FFIDS) from which MSDSs can be created ♦ Toxicological data (over 124,000 studies) with references to original reports ♦ Over 62,300 references to published and unpublished reports ♦ Over 18,000 physical properties, plus molecular weights and chemical formulas ♦ Volumes and levels of use in specific food categories for all FEMA substances ♦ Natural occurrence data ♦ IOFI designations of natural, nature identical or artificial

RIFM also holds a variety of technical seminars throughout the year ranging from scientific colloquia on current industry issues like REACH to instructional workshops on technical tools like hazard assessment using the US EPA’s PBT Profiler or RIFM Database user group meetings to get the most out of the RIFM Database. Membership in RIFM will expand your technical contacts and network to include fragrance industry leaders, RIFM, IFRA and fragrance industry scientists as well as experts in the global scientific and academic communities. Knowledge gained through this technical support will supplement your own safety evaluation procedures and translate into better product management and achievement of group and company goals. In addition to your RIFM membership application, dues schedule, membership list and RIFM By-laws, you will find a selection of informational material about RIFM and its activities. RIFM staff are always available to provide any additional information you or others in your company may need about RIFM. Please feel free to call me if you have any questions. We look forward to welcoming you as a new member of RIFM. Print and fill out your RIFM membership application and because we need an original signature, return it by fax or regular mail, today.

Best regards, David K. Wilcox, PhD President

Research Institute for Fragrance Materials, Inc. 50 Tice Boulevard • Woodcliff Lake, NJ 07677

Phone: 201.689.8089 • Fax: 201.689.8090 www.rifm.org e-mail [email protected]

http://www.rifm.org/

mailto:[email protected]

The RIFM Database is the most comprehensive, worldwide source of toxicology data, literature and general information on fragrance and flavor raw materials, classifying more than 5100 materials. RIFM’s safety evaluation process is modeled after the National Academy of Sciences’ Elements of Risk Assessment and Risk Management (NRC, 1994). Criteria for development of a database for safety evaluation of fragrance materials (Ford, et al., 2000) provides a method to establish a database based on chemical structure, quantity of use and consumer exposure. A Framework for prioritizing fragrance materials for aquatic risk assessment (Salvito et al., 2002) supplements human health criteria with physicochemical properties and annual volume of use to predict environmental concentrations. Consumer exposure to fragrance ingredients: providing estimates for safety evaluation (Cadby et al., 2002) explains how to estimate a maximum level in products through patterns of use and fragrance material concentrations. The Safety assessment of fragrance materials (Bickers et al., 2003a) presents chemical groupings and decision trees for dermatological, systemic and environmental endpoints, to conclude safety under reported conditions of use.

The risk management paradigm is completed when the Expert Panel publishes a Group Summary on structurally representative material, and Fragrance Material Reviews (FMRs) on individuals within the group (ex. RIFM Toxicologic and Dermatologic Assessments of Linalool and Related Esters When Used as Fragrance Ingredients. (Bickers et al., 2003b).

RIFM is the cost effective solution for safety research and testing—shared research expenses, eliminates test duplication, and provides uniform interpretation.

RIFM delivers well-documented conclusions from comprehensive analysis that translates into enhanced Product Management for its members—resulting in safer and more life enriching products for the consumer.

Membership in RIFM is open to all companies that manufacture, sell, distribute or engage in business related to the fragrance industry for at least one year.

RIFM VISION STATEMENT TO BE THE INTERNATIONAL SCIENTIFIC AUTHORITY FOR THE SAFE USE OF FRAGRANCE MATERIALS

RIFM MISSION STATEMENT Engage in research and evaluation of

fragrance materials through an independent Expert Panel

Determine safety in use Gather, analyze and publish scientific

information Distribute scientific data and safety

assessment judgments to RIFM members, industry associations and other interested parties

Maintain an active dialogue with official international agencies

The Research Institute for Fragrance Materials (RIFM) was formed in 1966 to analyze, evaluate and distribute scientific data, cooperate with official agencies and encourage safety standards for the use of fragrance ingredients. All scientific findings are evaluated by an independent Expert Panel. The Expert Panel is an international group of dermatologists, pathologists, toxicologists and environmental scientists. Additional expertise is provided by adjunct groups with knowledge in respiratory science, reproductive effects, environmental fate and epidemiology. The Panel determines safety in use for fragrance ingredients through consideration of available information and active generation of additional data. Its conclusions are presented to professional scientific and medical societies and are published in peer-reviewed scientific journals. When important for consumer protection, decisions of the Expert Panel regarding restrictions of use are published as IFRA Standards.

Research Institute for Fragrance Materials, Inc. The International Scientific Authority for the Safe Use of Fragrance Materials

Transparent Science Supports Brand Trust

50 Tice Boulevard • Woodcliff Lake, NJ 07677 • Phone: 201.689.8089 • Fax: 201.689.8090 • www.rifm.org • [email protected]

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Research Institute for Fragrance Materials, Inc.

RECENT PUBLICATIONS PROVIDE DETAILS OF RIFM’S SAFETY EVALUATION PROCESS FOR FRAGRANCE MATERIALS

50 Tice Boulevard • Woodcliff Lake, NJ 07677 • Phone: 201.689.8089 • Fax: 201.689.8090

These publications provide more details on the process and are available from RIFM. The Scientific basis for sound decisions on fragrance material use. (Smith, L.W., 2003) Criteria for development of a database for safety evaluation of fragrance materials. (Ford et al., 2000) A Framework for prioritizing fragrance materials for aquatic risk assessment. (Salvito et al., 2002) The Safety assessment of fragrance materials. (Bickers et al., 2003) Consumer exposure to fragrance ingredients: providing estimates for safety evaluation. (Cadby et al., 2002)

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PPrroodduucctt MMaannaaggeemmeenntt Well-documented conclusions from

comprehensive analysis are available on the RIFM database to subscribers 24/7.

Publications• Group publications on

structurally represent-ative materials combined with

• Fragrance Material Reviews on each material within the related group.

Literature Review RIFM constantly monitors available data by scanning reports, articles, journals, etc. for up-to-date information on all materials in the RIFM database.

RIFM’S INTERNATIONAL PANEL OF EXPERTS―

Conducts safety evaluation of consumer exposure (Cadby et al., 2002) and provides the results to the International Fragrance Association (IFRA) as the basis of a new or existing IFRA Standard. (Bickers et al., 2003; Smith, 2003)

How Does RIFM Work? RIFM has developed comprehensive, logical and documented methods modeled after the National Academy of Sciences’ Elements of Risk Assessment and Risk Management (NRC, 1994).

Developing and Maintaining a Database on Fragrance Materials According to

Human Health and Environmental Criteria Sets Priorities for Evaluation

Classifying more than 2600 discrete ingredients in the RIFM database into summary groups based on chemical structure makes the evaluation process more efficient. (Ford et al., 2000; Salvito et al., 2002)

RIFM SAFETY ASSURANCE

The fundamental objective of RIFM’s activities is to provide “assurance” to suppliers, users, regulators and consumers, that RIFM and the fragrance industry are adequately evaluating the safety of fragrance ingredients which are used in fragrance compounds and consumer products. Currently, the “gold standard” is a peer-reviewed Group Summary or Fragrance Material Review (FMR) which considers both hazard and exposure, and documents the conclusion from RIFM’s Expert Panel.

It is important to understand that many fragrance materials have been evaluated. There are some 100 Standards, as distributed by the International Fragrance Association (IFRA), which set a limitation or restriction on fragrance ingredient use. However, this does not

include the more than 1100 historical Monographs that RIFM has published. Although not as exhaustive as the Group Summary process, Monographs summarized the available safety information and were reviewed by the Expert Panel.

A list of the IFRA Standards also does not address work in progress, which will ultimately result in a Group Summary, FMR or related scientific publication. The following sequence (in reverse chronology and importance), much like a research and publication agenda, more completely describes RIFM's ongoing activities, and represents a sequential approach to assure safety. In addition, technical staff communicates progress in the sequence to multiple stakeholders through presentations, posters, seminars and committee reports.

1. Group Summary/FMR (safety evaluation from analysis of hazard potential and exposure, the Expert Panel conclusion―published in peer-reviewed literature)

2. IFRA Standard set by the Expert Panel following review of hazard and exposure―for those materials where a restriction is necessary

3. dossier request/preparation (from EU or regulatory agency technical committee)

4. FFIDS (Flavor and Fragrance Ingredient Data Sheet)―where a material is evaluated by an industry working group, based on new information or regulatory reclassification and determination of hazard and related safety statements for U.S. and European regulatory compliance

5. RIFM-initiated testing/research from Comprehensive Research Plan (for example, Group Summary data gap)

6. group analysis to prepare preliminary assessment for the Expert Panel review

7. request resulting from published work or current awareness of biological or environmental endpoint, by 1. the Expert Panel 2. technical committee (such as IFRA Scientific Committee) 3. member company 4. regulatory agency (driven by directive or legislation) 8. prioritization from human health criteria document or environmental framework 9. routine literature review for flavor/fragrance database article entry (leads up to always-available

computer generated monograph)


Phone: 201.689.8089 • Fax: 201.689.8090 www.rifm.org

50 Tice Boulevard • Woodcliff Lake, NJ 07677 • www.rifm.org • e-mail: [email protected] • Tel: 201.689.8089 • Fax: 201.689.8090

The RIFM Database is the most comprehensive, worldwide source of toxicology data, literature and general information on fragrance and flavor raw materials, classifying more than 5900 materials. RIFM reviews upwards of 65 journals a month, conducts literature searches, and regularly collects member company data in an effort to keep the RIFM Database as complete as possible. Updated and maintained on a daily basis by RIFM staff and 6 offsite scientific consultants.

Each material has its own homepage with links to its related studies. Some features of the database include: • More than 5900 materials indexed by over 17,000 synonyms and accessed by EINECS, CAS, FEMA or RIFM I.D.

numbers and botanical sources. • Regulatory information—FDA GRAS, TSCA, DSL, EINECS registrations, The EFFA Code of Practice, Korean

ECL inventory numbers, Japanese METI/ENCS numbers and IUPAC names • Toxicological data with more than 62,300 references and 124,000 Human Health, Respiratory and

Environmental studies, both published and unpublished, comprised of RIFM sponsored studies, government reports, company sponsored studies and published papers that are accessible by chemical, author, keyword or reference searching.

• Related studies are cross-linked and references can be searched using partial bibliographic information. • Over 18,000 physical properties, molecular weights, chemical structures and natural occurrence data. • Hyperlinks to C/M/R categories, JECFA summaries, SCCNFP opinions, ACGIH Threshold Limit Values, CERHR

and ASTDR reports, published monographs, Fragrance Material Reviews (FMRs) and more. • A complete collection of FFIDS, 1985-present, from which MSDSs can be created. • A complete listing of RIFM Sponsored Publications, including monographs, on fragrance materials. All staff

publications—papers, presentations, posters, individual FMRs and Expert Panel Group Summaries. • Volumes and use levels in specific food categories for all FEMA substances. • Comprehensive sensitization summary tables for select materials. • Searchable by Material Groups according to structure activity relationships. • E-mail notifications that can be customized to the subscriber’s interests and desired frequency of reporting

(immediately, weekly, monthly, quarterly).

Preliminary data, abstracts entered, cross-referenced to studies and chemicals

62,300 articles 124,000 studies

Available to Subscribers!

*if required*

Article, report or study sent to technical consultants for review, protocol and results entered

Reviewed by staff for: relevance, links, keywords

Article, report or study is scanned into document

storage database

Reports Journals (65+/month) Literature Searches

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MEMBERSHIP ADVANTAGES

RIFM is the cost effective solution for safety research and testing―shares research expenses, eliminates test duplication, and provides uniform interpretation. RIFM delivers well-documented conclusions from comprehensive analysis that translates into enhanced product management for its members―resulting in safer and more life enriching products for the consumer. Representation among corporate and scientific leaders in industry management of fragranced products―representing 90% of global markets Closer alliance and interaction with fragrance suppliers to support the widespread distribution of technical

information on ingredients Future opportunity to participate as an “active” member of RIFM, with potential Board representation

The benefit of industry technical expertise, such as the IFRA Scientific Committee and Joint Advisory Group Early awareness of scientific (and regulatory) issues Involvement in shaping industry’s scientific program at RIFM First look at developing IFRA Standards during the “consultation” phase Collaboration with client colleagues―application of company knowledge in a confidential setting

Direct sponsorship of the RIFM Comprehensive Research Plan―to characterize the safety of fragrance raw materials, with early distribution of resulting data to members The respiratory program addresses questions of individual susceptibility to common fragrance materials; its

exposure-oriented approach characterizes typical product applications as related to potential biological effects The fragrance allergy category complements outreach to clinical and research dermatologists with projects to

develop scientific data on auto-oxidation, epidemiology and elicitation threshold Since research is science's tool development for future use, human health methodology projects address

alternatives to animal testing and skin absorption prediction, while environmental methodology projects extend ongoing soil fate studies to investigate similar degradation and biotransformation processes in sediment and marine media

Group criteria document testing provides the basis for safety evaluations through the identification of short term and long term hazard endpoints

Use level support testing addresses material content in product formulations and provides the scientific basis for setting IFRA Standards

Sustainability of independent safety evaluation by the RIFM Expert Panel―a consistent process of data generation and assessment for fragrance suppliers and users, resulting in documented conclusions, IFRA Standards, publications in the peer-reviewed literature and safety assurance for the consumer Support of global technical advocacy by the RIFM staff―scientific presentations, program reviews and technical consultation for member companies, representation of the industry’s sponsored science in a transparent and professional manner to regulatory agencies and interested parties Subscribe to the RIFM Database―the most comprehensive, continuously maintained source of technical data on fragrance ingredients―for internal company evaluations and formulation decisions

For a complete list of RIFM members, click here.



http://www.rifm.org/rifm_members.asp

MEMBERSHIP APPLICATION

Company Name_____________________________________________________________________________ Address____________________________________________________________________________________ City & State: _______________________Zip Code: __________Country:_____________________________ Telephone: ________________________ Fax: ________________________email: ______________________ Name of Representative to RIFM:____________________________Title______________________________ TYPE OF MEMBERSHIP: Active________ Associate ________ Supporting ________ Brief Description of Nature of Business: Number of years in business__________________________ My application will be sponsored by the following two Active members of RIFM: 1. ____________________________ ________________________________________ Company Name Signature of Representative Company Sponsor ________________________________________ (Please print Name and Title) 2. _____________________________ ________________________________________ Company Name Signature of Representative Company Sponsor ________________________________________ (Please print Name and Title) I hereby make application to the Board of Directors for membership in the Research Institute for Fragrance Materials, Inc.; I agree to abide by the provisions of the By-Laws of the Corporation upon acceptance for membership. _______________________ ________________________________________ Date Signature of Authorized Individual _______________________________________ Please Print Name _______________________________________ Date Return this application to: Dr. David K. Wilcox, President Research Institute for Fragrance Materials, Inc. ● 50 Tice Boulevard ● Woodcliff Lake, NJ 07677 USA



INSTRUCTIONS FOR SUBMISSION OF RIFM MEMBERSHIP APPLICATION

1. Corporate membership in RIFM is offered in accordance with RIFM's Bylaws as described below. 2. All applications must be sponsored and signed by executive management from two (2) current Active RIFM member

companies prior to their submission to RIFM. 3. Please submit your completed application to the person at the address shown on the bottom of the application. After your

application is reviewed by the RIFM Board of Directors, you will receive a letter advising you of the status of your application, followed by a letter from our dues management office, The Roberts Group, requesting payment of your annual dues. Once your dues payment has been received, you will entitled to all benefits of RIFM membership, including internet access to the extensive RIFM/FEMA Database.

ARTICLE II

Membership

Section 1. Members. The members of the Corporation shall consist of each of the subscribers to the Certificate of Incorporation of the Corporation and each person, firm, corporation or division of a corporation admitted to membership as provided in these By-laws, until such membership shall be terminated for any reason.

Section 2. Classes of Membership; Qualifications. Membership in the Corporation shall be of four classes: Active, Associate, Supporting, and the International Fragrance Association IFRA.

(a) Active Membership i. Fragrance Ingredient Active Members shall be limited to those persons, firms, corporations and divisions of the corporations

primarily engaged in the manufacture and/or sale and distribution of fragrances or fragrance ingredients at other than the retail level.

ii. Consumer Product Active Members shall be limited to those persons, firms, corporations and divisions of the corporations primarily engaged in the purchase of fragrances and fragrance ingredients for further manufacture including incorporation into consumer products at the retail level.

(b) Associate Membership shall include persons, firms and corporations engaged as brokers in the fragrance industry. (c) Supporting Membership shall include persons, firms, corporations and divisions of corporations engaged in the manufacture for sale or

distribution at the retail level of consumer products using or consisting of fragrance or fragrance ingredients. (d) IFRA Membership shall include the Regular Members of the International Fragrance Association (“IFRA”). (e) A division of a corporation engaged as a separate unit in a business described in this Section 2 may be admitted as a member in

accordance with the requirements of this Section 2 at the discretion and upon the vote of the Board of Directors as provided in Section 3 of this Article II.

Section 3. Admission to Membership. Persons, firms, corporations and division of corporations meeting the qualifications for membership in any class and having been engaged in the required business for at least one year shall (except for the subscribers to the Certificate of Incorporation who shall be Active Members) be admitted to membership only upon the affirmative vote of at least two-thirds (2/3) of the entire Board of Directors, whose determination shall be based upon (a) their qualifications, (b) whether or not such admission to membership will be desirable and of assistance in promoting and carrying out the purposes of the Corporation and (c) such other factors as the Board of Directors shall deem relevant and appropriate, and such determination shall be conclusive.

Section 4. Compliance with IFRA Code of Practice and Standards. Members are expected to comply with all applicable provisions of the International Fragrance Association (IFRA) Code of Practice and Standards. The IFRA Code provides recommendations for good operating practice and guidelines on fragrance ingredient safety assessment, and includes fragrance safety standards which limit or prohibit the usage of certain fragrance materials.

Section 5. Resignation of Members. Any member may resign from the Corporation by giving notice thereof to the Corporation, which notice shall be presented by the Chair to the Board of Directors at its first meeting following the receipt of such notice. A resignation of member shall take effect upon receipt by Corporation of such written notice, unless such member shall, at the time, be indebted to the Corporation.

Section 6. Suspension and Expulsion. Any Member may be suspended for a period of time or expelled from membership, with or without cause, by the affirmative vote of a majority of the Active Members at any meeting thereof, the notice for which shall specify as one of its purposes consideration of such suspension or expulsion.

In addition, the membership of any Member may be terminated by the Board of Directors, if such member shall be in arrears in paying its annual dues or any increase therein for a period of time exceeding 60 days following the termination thereof.

2013 Dues ScheduleAdopted: November 15, 2012

CategoryANNUAL SALES

WORLDWIDEA1 0 - < 1MA2 1M - < 2MA3 2M - < 3MA4 3M - < 5MA5 5M - < 10MA6 10M - < 20MA7 20M - < 30MA8 30M - < 40MA9 40M - < 50M

A10 50M - < 70MA11 70M - < 100MA12 100M - < 150MA13 150M - < 200MA14 200M - < 300MA15 300M - < 450MA16 450M - < 600MA17 600M - < 750MA18 750M - < 1BA19 1B - < 1.5BA20 1.5 Billion and Above

ANNUAL PURCHASES WORLDWIDE

A21 0 - < 50MA22 50M - < 150MA23 150M - < 250MA24 250M and Above

ANNUAL SALES WORLDWIDE

B1 0 - < 3MB2 3 - < 10MB3 10M or Above

ANNUAL SALES WORLDWIDE

C1 ALL

$175,950

$325,000 + .05% of sales > $200M x 0.985

$400,000

$28,690

$475,000 + .05% of sales > $300M x 0.985

$925,000 + .012% of sales > $750M x 0.985$1,125,000 + .012% of sales > $1.0B x 0.985

$775,000 + .05% of sales > $600M x 0.985

$1,425,000 + .012% of sales > $1.4B x 0.985

$625,000 + .05% of sales > $450M x 0.985

2013 DUES

$68,750

$12,500$7,610$4,140

$151,215$112,970

$46,620

$16,300

$92,065

$2,510

2013 DUES

$13,870$35,655

CONSUMER PRODUCT ACTIVE MEMBER:Purchasers/Sellers: The value of finished compounds used internally within the member company (includes purchasedcompounds, aroma chemicals, and chemicals made and used internally) and sales of aroma chemicals and compounds.

$100,000$200,000$300,000

2013 DUES

Research Institute for Fragrance Materials, Inc.

ASSOCIATE MEMBERS: Brokers and/or dealers.

SUPPORTING MEMBERS: Purchases of fragrance compounds, aroma chemicals and essential oils.

2013 DUES

$225,000 + .05% of sales > $150M x 0.985$200,000 + .05% of sales > $100M x 0.985

2013 DUES SCHEDULEFRAGRANCE INGREDIENT ACTIVE MEMBERS AND IFRA MEMBERS: Manufacturers/Sellers: Sales of fragrance compounds, aroma chemicals and essential oils. Brokerage sales included at75%.

$48,905

RIFM DATABASE SUBSCRIPTION FEE STRUCTURE The RIFM Database currently contains The RIFM Database now contains over 53,000 literature references that include over 111,000 studies on individual flavor and fragrance materials. There are more than 7,400 unpublished member sponsored studies and over 800 RIFM sponsored studies summarized in the Database. RIFM reviews upwards of 50 journals a month, conducts literature searches, and regularly collects member company data in an effort to keep the RIFM Database as comprehensive as possible.

For security purposes, all database subscribers are required to acknowledge an online subscription agreement. Shared Usernames will no longer be permitted, as RIFM now has the capability to monitor use. Although there have been no security issues in the past, our activities are intended to prevent any from occurring in the future. For example, shared Usernames may jeopardize security and confidentiality when an employee leaves a member company yet can still access the Database through the active account of another employee. As always, your help in updating database user contact information is greatly appreciated. *INCREASED SECURITY MEASURES ULTIMATELY PROTECT RIFM/FEMA MEMBERS AND THEIR DATA* *If you have any questions, please do not hesitate to contact Christen Sachse-Vasquez at RIFM, (201) 689-8089 ext. 107 or via e-mail at [email protected]

The RIFM Database Subscription fees are as follows; o 1 User = $1,000 o 2-5 Users = $3,000 o 6-10 Users = $5,000 o 11+ Users = $6,000

*Users are based on the total number of users company-wide

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Each new user should fill out this application, save changes, and e-mail to

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Membership will be notified when the new accounts are active, new users will be able to set up a password and log on after accepting an online subscription agreement

Existing users will be prompted to set up a new password

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RESEARCH INSTITUTE

For FRAGRANCE MATERIALS, INC.

CHARTER AND BY LAWS

Amended April 2010 1

RESEARCH INSTITUTE FOR FRAGRANCE MATERIALS, INC

CONTENTS

CHARTER & BY LAWS CERTIFICATE OF INCORPORATION ...................................................................................... 3 BY LAWS ARTICLE I - OFFICES ........................................................................................... 5 ARTICLE II - MEMBERSHIP .................................................................................. 5 ARTICLE III - MEETINGS OF MEMBERS ................................................................ 6 ARTICLE IV - BOARD OF DIRECTORS .................................................................... 7 ARTICLE V - EXECUTIVE COMMITTEE ................................................................. 9 ARTICLE VI - OFFICERS ....................................................................................... 10 ARTICLE VII - CONTRACT, CHECKS AND DEPOSITS ............................................. 11 ARTICLE VIII - DUES .............................................................................................. 12 ARTICLE IX - FISCAL YEAR .................................................................................. 12 ARTICLE X - SEAL ............................................................................................... 12 ARTICLE XI - WAIVER OF NOTICE ....................................................................... 12 ARTICLE XII - MISCELLANEOUS ........................................................................... 13 ARTICLE XIII - AMENDMENTS TO BY LAWS AND CERTIFICATE OF INCORPORATION ................................................ 13


CERTIFICATE OF INCORPORATION OF THE RESEARCH INSTITUTE FOR FRAGRANCE MATERIALS, INC.

Incorporated April 12, 1966

Pursuant to the Membership Corporations Law of the State of New York

WE, THE UNDERSIGNED, for the purpose of forming a membership corporation pursuant to the

Membership Corporations Law of the State of New York, herby certify: 1. The name of the proposed corporation shall be RESEARCH INSTITUTE FOR FRAGRANCE MATERIALS, INC. 2. The Purposes for which it is to be formed are: (a) To gather and analyze scientific data and other information from members of the Corporation and other relating to the properties, preparation and use of fragrance ingredients and to engage in a testing and evaluation program relating to existing fragrance ingredients and newly discovered and manufactured fragrance ingredients taking into account historical experience data with respect to existing fragrance ingredients, and to review and evaluate, on a continuing basis, the standards and methods employed by the Corporation and others of the testing and evaluation of fragrance ingredients. (b) To distribute from time to time, in the manner prescribed by the Board of Directors of the corporation, to the members of the Corporation, and to other individuals, firms and corporations as determined by the Board of Directors of the Corporation, reports, descriptions and other information relating to the uniform standards of testing and evaluation employed by the Corporation of fragrance ingredients and the results thereof and to such other activities in which the Corporation may, from time to time, be engaged. (c) To cooperate with the Food and Drug Administration and other governmental bureaus, agencies, departments, committees and other bodies, federal and state, in connection with any testing or evaluation program, regulation or legislation carried on or adopted, or proposed to be carried on or adopted, by such Administration or any such bureau, agency, department, committee or body, which relates to the use of fragrance ingredients or end products containing such ingredients; and, in that connection, to appear for the members of the Corporation before such Administration or any such bureau, agency, department, committee or body. (d) To encourage the members of the Corporation and other individuals, firms or corporations in the fragrance industry to adopt and adhere to uniform standards in the testing and evaluation of fragrance ingredients and to recognize and take into account the testing and evaluation standards and program adopted and carried on by the corporation and the results thereof. (e) To do everything and anything reasonably necessary, suitable, proper, convenient or incidental to the foregoing purposes or which may properly be done by a membership corporation organized for such purposes under the laws of the State of New York and to possess all powers, rights and privileges permitted to such a membership corporation by such laws.



The Corporation shall not be conducted or operated for profit, and no part of the net earnings, if any, of the Corporation nor any of its property or assets shall inure to the benefit of any member or any individual or be used otherwise than for the purposes of the Corporation. Employees of the Corporation shall be entitled to reasonable compensation for services rendered to the Corporation in effecting one of more of its purposes, as shall be determined by the Board of Directors of the Corporation. Nothing contained n this Certificate shall authorize or empower the Corporation to perform or engage in any acts or practices prohibited by Section 340 of the General Business Law or other antimonopoly statues of the State of New York.



*** BY-LAWS ARTICLE I

Offices The principal office of the Corporation and any other offices of the Corporation may be located at such place or places within or without the State of New York as the Board of Directors may from time to time determine.

ARTICLE II Membership

Section 1. Members. The members of the Corporation shall consist of each of the subscribers to the Certificate of Incorporation of the Corporation and each person, firm, corporation or division of a corporation admitted to membership as provided in these By-laws, until such membership shall be terminated for any reason.

Section 2. Classes of Membership; Qualifications. Membership in the Corporation shall be of four classes: Active, Associate, Supporting, and the International Fragrance Association IFRA.

(a) Active Membership Fragrance Ingredient Active Members shall be limited to those persons, firms, corporations and divisions of the corporations primarily engaged in the manufacture and/or sale and distribution of fragrances or fragrance ingredients at other than the retail level.

Consumer Product Active Members shall be limited to those persons, firms, corporations and divisions of the corporations primarily engaged in the purchase of fragrances and fragrance ingredients for further manufacture including incorporation into consumer products at the retail level.

(b) Associate Membership shall include persons, firms and corporations engaged as brokers in the fragrance industry.

(c) Supporting Membership shall include persons, firms, corporations and divisions of corporations engaged in the manufacture for sale or distribution at the retail level of consumer products using or consisting of fragrance or fragrance ingredients.

(d) IFRA Membership shall include the Regular Members of the International Fragrance Association (“IFRA”).

(e) A division of a corporation engaged as a separate unit in a business described in this Section 2 may be admitted as a member in accordance with the requirements of this Section 2 at the discretion and upon the vote of the Board of Directors as provided in Section 3 of this Article II. Section 3. Admission to Membership. Persons, firms, corporations and division of corporations meeting the qualifications for membership in any class and having been engaged in the required business for at least one year shall (except for the subscribers to the Certificate of Incorporation who shall be Active Members) be admitted to membership only upon the affirmative vote of at least two-thirds (2/3) of the entire Board of Directors, whose determination shall be based upon (a) their qualifications, (b) whether or not such admission to membership will be desirable and of assistance in promoting and carrying out the purposes of the Corporation and (c) such other factors as the Board of Directors shall deem relevant and appropriate, and such determination shall be conclusive. Section 4. Compliance with IFRA Code of Practice and Standards. Members are expected to comply with all applicable provisions of the International Fragrance Association (IFRA) Code of Practice and Standards. The IFRA Code provides recommendations for good operating practice and guidelines on fragrance ingredient safety assessment, and includes fragrance safety standards which limit or prohibit the usage of certain fragrance materials. Section 5. Resignation of Members. Any member may resign from the Corporation by giving notice thereof to the Corporation, which notice shall be presented by the Chair to the Board of Directors at its first meeting following the receipt of such notice. A resignation of member shall take effect upon receipt


by Corporation of such written notice, unless such member shall, at the time, be indebted to the Corporation. Section 6. Suspension and Expulsion. Any Member may be suspended for a period of time or expelled from membership, with or without cause, by the affirmative vote of a majority of the Active Members at any meeting thereof, the notice for which shall specify as one of its purposes consideration of such suspension or expulsion.

In addition, the membership of any Member may be terminated by the Board of Directors, if such member shall be in arrears in paying its annual dues or any increase therein for a period of time exceeding 60 days following the termination thereof.

ARTICLE III

Meetings of Members

Section 1. Annual Meetings. The annual meeting for the members of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as may be designated by the Executive Committee. If the election of directors shall not be held on the day designated herein for any annual meeting of members, or at any adjournment thereof, the Executive Committee shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the Chair of the Corporation or the Board of Directors and shall be called by the Chair or Secretary of the Corporation upon the written request of any three directors of the Corporation or of at least one-third (1/3) of the Active members. No business other than that specified in the notice of a special meeting shall be transacted at such special meeting or any adjournment thereof.

Section 3. Place of Meetings. All meetings of members shall be held at such place within or without the State of New York as may be fixed from time to time by the Executive Committee, or by the Chair or Secretary in the case of a special meeting of members requested pursuant to Section 2 of this Article III, 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 nor more than 40 days prior to the day on which the meeting is to be held. Such notice shall be mailed to each member at the member’s then current post office address appearing on the books or records of the Corporation. Notice of any meeting of members shall not be required to be given to any member who shall attend such meeting in person or by proxy. Section 5. Organization. At each meeting of the members of the Corporation, the Chair or, if the Chair shall be absent, a Vice Chair of the Corporation, or if all Vice Chairs shall be absent, an Active Member elected by a majority of the voted entitled to be cast by the Active and Supporting Members Present at the meeting shall act as chair of the meeting and preside thereat. At such meeting the Secretary of the Corporation, or if the Secretary shall be absent an Active Member selected by the chair of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Section 6. Quorum. At all meetings of members, a quorum for the transaction of business shall require the presence thereat, in person or by proxy, of one-third (1/3 of all Active members.) If a quorum shall not exist, a majority of the Active Members represented at the meeting may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum shall exist, any business may be transacted which could have been transacted at the meeting as originally notified. At any duly organized meeting at which a quorum existed, the members may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of such number of members as all leave less than the required number of members to constitute a quorum.


Section 7. Voting. Each Active, Supporting, and IFRA 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 Members present 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 Certificate of Incorporation of the Corporation of these By-laws. Unless requested by an Active or IFRA Member present in person or by proxy or so directed by the chair of the meeting, the vote on any matter need not be by ballot. Associate Members shall not be entitled to vote. Section 8. Representatives and Proxies. Any corporation or firm which is a member of the Corporation 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 of the Corporation, which officers or members shall have the power and be entitled to vote and otherwise act for such corporation or firm a any meeting. Such designation shall be effective until a written revocation thereof shall be delivered to the Secretary. 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 Corporation or the secretary of the meeting at or prior to the time of the meeting. Section 9. Action By Consent of Members. Except as may otherwise be provided by law, any action required or permitted to be taken by the vote of the Active, Supporting, and IFRA Members at a meeting may be taken with the written consent of all the Active, Supporting, and IFRA Members without the need for such meeting and vote thereat. Any such written consent shall be filed with the Corporation’s records of proceedings.

ARTICLE IV

Board of Directors Section 1. Authority. The Board of Directors shall, as may be further described in these By-laws, have

responsibility for: (a) overseeing the research activities of the Corporation; (b) providing for the admission, suspension, and expulsion of members; (c) recommending to the membership amendments to the Certificate of Incorporation and Bylaws of the Corporation; (d) filling vacancies on the Board of Directors as well as any committee of the Corporation; (e) undertaking transactions of the Corporation that are required by law or these Bylaws to be approved by the membership, including any merger, consolidation, or dissolution of the Corporation; and (f) initiating and prosecuting litigation in pursuit or defense of any legal claim.

Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be 23, but such numbers may be changed from time to time within the minimum and maximum limits set forth in the Certificate of Incorporation of the corporation to different numbers approved by the affirmative vote of a majority of the entire Board of Directors. Directors, Officers, and the Executive Committee shall be elected at each annual meeting of the members and shall hold office until their successors shall have been duly elected and qualified. To be qualified as a director a person must be either an Active Member or a representative or employee of an Active or IFRA Member. The composition of the Board of Directors should adequately represent the size and variety of the Active and IFRA Members but shall consist of no more than six Consumer Product Active Members. Section 3. Annual and Regular Meetings 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 of the Corporation at the same place where such meeting of members shall be held or at such other time and place as may be designated by the Board of Directors. The Board of Directors may, by resolution, provide for the time and place either within or without the State of New York, for the holding


of regular meetings of the Board of Directors. Notice of such regular meetings shall not be required to be given. Section 4. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chair or by any 2 of the directors at the time in office. Notice of any special meeting of the Board of Directors shall be given in any manner, written or otherwise, reasonable 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 such director in writing before or after the meeting, or if he or she shall attend the meeting without protesting, prior thereto or at its commencement, the lack of notice . Except as provided in Section 7 of this Article IV, any notice need not state the purposes of the meeting. Section 5. Quorum. The majority of the 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 6. Manner of Acting. Except as may otherwise be provided by law, the Certificate of Incorporation or these By-laws, 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. Section 7. Resignation. Any director may resign at any time by giving written notice of such resignation to the Board of Directors or to the Chair or Secretary of the Corporation, and such resignation shall take effect at the time specified therein, or, if not specified, at the time of its receipt. Section 8. 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 4 of this Article IV, as the case may be, of such meeting and the proposed removal. Section 9. Vacancies. Notwithstanding the lack of quorum, and vacancy occurring for any reason (including an increase in the number of directors and including a failure of a person elected as a director to qualify as such) in the office of a director may be filled by the vote of the majority of the directors then in office. Section 10. Committees. There may be such committees, as the Board of Directors shall determine to be in the best interest of the Corporation. There may also be such special committees of the Board of Directors as are appointed by the Chair with the consent of the Board of Directors. Such committees shall have such duties and perform such functions as shall be determined and as shall be set forth in resolutions adopted by a majority of the entire Board of Directors. Each committee and each member thereof shall serve at the pleasure of the Board of Directors. Section 11. Compensation. No director of the Corporation as such, shall receive or to be entitled to, directly or indirectly, any compensation of any kind or emolument from the Corporation; provided, however, that a director who is also an officer or employee of the Corporation may, when authorized by the Board of Directors, receive compensation or emolument for serving in the capacity of officer or employee. Section 12. Annual Reports of Directors. The directors shall present at each annual meeting of members a report, verified by the Chair and the Treasurer of the Corporation, or by a majority of the directors, showing the whole amount of real and personal property owned by the Corporation, where located, and where and how invested, the amount and nature of the property acquired during the fiscal year immediately preceding the date of the report and the manner of the acquisition; the amount applied, appropriated or expended during such year, and the purposes and objects or persons to or for which such applications, appropriations or expenditures shall have been made; and the names and places


of residences of the persons who shall have been admitted to membership in the Corporation during such year, which report shall be filed with the records of the Corporation and an abstract thereof entered in the minutes of the proceedings of such annual meeting.

Section 13. Transactions Involving Directors. No contract or other transaction between the Corporation and any other corporation and no act of the Corporation shall in any way be affected or invalidated by the fact that any of the directors of the Corporation shall be directly or indirectly interested in, or shall be directors or officers of, such other corporation. Any director or any firm of which any director may be a member, may be a party to, or may be directly or indirectly interested in, any contract or transaction of the Corporation; provided, however, that the fact that such director or such firm shall be so interested shall be disclosed or shall have been known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction shall be taken; and any director of the Corporation who shall also be a director or officer of such other corporation or who shall be so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize any such contract or transaction, and may vote thereat to authorize any such contract or transaction, with like force and effect as if he or she were not such director or officer of such other corporation or not so interested.

ARTICLE V Executive Committee

There shall be an Executive Committee which is granted its authority as delegated by the Board of

Directors. Section 1. Authority. The general business affairs and day-to-day management of the Corporation

shall be overseen by the Executive Committee. Among the responsibilities of the Executive Committee shall be: (a) provide oversight for establishing and communicating public positions or statements; (b) developing an annual budget for the Corporation for the approval of the Board of Directors; (c) implementing financial procedures and controls; (d) overseeing the work of any finance or audit committee; (e) developing and monitoring compliance with operating procedures for the Corporation; (f) engaging and managing staff of the Corporation; (g) providing for contracts; and (h) strategic planning for the Corporation.

Section 2. Composition, Election, and Term. The Executive Committee shall consist of five (5)

members of the Board of Directors, as follows: two (2) Fragrance Ingredient Active Members; one (1) Consumer Product Active Member; and two (2) IFRA Members. Elections for positions on the Executive Committee shall be held at the annual membership meeting, with all Active, Supporting and IFRA members having voting rights. Committee members shall hold office until their successors shall have been duly elected and qualified. Section 3. Meetings. The Executive Committee shall hold meetings at such time(s) and place(s) as the Executive Committee determines. Meetings may also be convened at the call of the Chair or any three members of the Committee. Section 4. Quorum. A majority of the Executive Committee shall be present at any meeting of the Executive Committee to constitute a quorum for the transaction of business. If a quorum shall not exist, a majority of the Committee members present may adjourn the meeting. Section 5. Manner of Acting. Except as may otherwise be provided by law, the Certificate of Incorporation or these by-laws, the act of a majority of the Committee members present at any meeting of the Executive Committee at which a quorum exists shall be the act of the Executive Committee. Section 6. Resignation. Any Committee member may resign at any time by giving written notice of such resignation to the Executive Committee or to the Chair or Secretary of the Corporation, 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 Committee member may be removed, with or without cause, at any time at a special meeting of RIFM members by a majority vote of the Active and IFRA Members; provided, however, that notice shall be given to the Committee members pursuant to Section 3 of this Article V, as the case may be, of such meeting and the proposed removal. Section 8. Vacancies. Notwithstanding the lack of quorum, and vacancy occurring for any reason (including an increase in the number of Committee members and including a failure of a person elected as a Committee member to qualify as such) in the office of a Committee member may be filled by the vote of the majority of the Board of Directors then in office.

ARTICLE VI Officers

Section 1. Number. The officers of the corporation shall serve on the Executive Committee and shall consist of a Chair, one or more Vice Chairs, a Secretary and a Treasurer. Such other officers and assistant officers as may be deemed necessary or desirable may be chosen by the Executive Committee. The same person may hold any two offices, but no person may hold more than two offices. * *The President, when an employee of the corporation, shall not be an officer. Section 2. Qualification and Term of Office. Each officer shall hold office until his or her successor shall have been duly chosen and shall have qualified, or until his or her death, or until such officer shall resign or shall have been removed in the manner hereinafter provided. To be eligible to be an officer a person must be a director of the Corporation. Section 3. Resignation. Any officer of the Corporation may resign at any time by giving written notice of such resignation to the Executive Committee or to the Chair or Secretary of the Corporation, 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, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. Any such removal shall be without prejudice to the rights of the person so removed under any employment agreement with the Corporation. Section 5. Vacancies. A vacancy in any office for any reason may be filled by the Executive Committee for the unexpired portion of the term. Section 6. The Chair. The Chair shall have such powers and perform such duties as are prescribed by these by-laws and as may from time to time be assigned to the Chair by the Board of Directors. Section 7. The President. The President shall have general supervision and control over the business and affairs of the Corporation, subject to the control of the Executive Committee. The President may sign any and all instruments which the Board of Directors shall have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, and the President may affix the seal of the Corporation to any instrument which may require it. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned from time to time by the Executive Committee or Board of Directors. Section 8. The Vice Chair. The Vice Chair, at the request of the Chair, or in the event of the absence, death or inability to act, of the Chair, shall, in accordance with their seniority, perform the duties of the Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the


Chair. The Vice Chairs shall perform such other duties as from time to time may be assigned to them by the Executive Committee. Section 9. The Secretary. The Secretary shall: (a) attend and keep the minutes of meetings of the members and Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporations is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post-office address of each member, Active, Supporting, IFRA, and Associate, which shall be furnished to the Secretary by such member; (e) sign with the Chair or a Vice Chair, such instruments, the execution of which shall have been authorized by resolution of the Board of Directors; and (f) in general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors or Executive Committee. Section 10. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as shall be determined by the Board f Directors. He or she shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (c) deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article VII of these by-laws; and (d) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair, Board of Directors or Executive Committee. Section 11. Compensation. The compensation of the President shall be fixed from time to time by the Executive Committee.

ARTICLE VII Contracts, Checks and Deposits

Section 1. Contracts. The Executive Committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed or endorsed (except endorsements for collection for the account of the Corporation of for deposit to its credit) by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the Executive Committee. Section 3. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Executive Committee shall direct in such banks, trust companies or other depositories as the Board of Directors may select. For the purpose of deposit and for the purpose of collection of the account of the Corporation, checks, draft and other orders for the payment of money which are payable to the order of the Corporation may be endorsed assigned and delivered by any officer or agent of the Corporation. Section 4. General and Special Bank Accounts. The Executive Committee may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Executive Committee may select. The Executive Committee may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient.

ARTICLE VIII

Dues


Section 1. First Year Dues. Each new member admitted to membership in the Corporation shall pay initial membership dues which shall be a portion of the amount of annual dues applicable to the class of membership into which such member shall be admitted to membership pro rated from the date of admission into membership to the last day of such year. Initial membership fees shall be paid promptly following the acceptance by a member of membership in the Corporations. Until a member shall pay his or her initial membership fee, all rights as a member shall be suspended unless the Executive Committee shall determine otherwise. 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 Corporation by Associate Members, Supporting Members, Active Members, and by IFRA Members. Said dues amounts are subject to approval by a majority vote of the members present, entitled to vote, and voting at a meeting of the members. During any fiscal year of the Corporation, the Board of Directors may, by vote of a majority of the entire Board of Directors, increase the amount of such annul dues or such year (subject to the proviso in the immediately preceding sentence) based upon the then current and projected financial position of the Corporation and such other factors which the Board of Directors may determine to be relevant and appropriate; provided, however, that the Board of Directors shall not make any such increase more than once in any fiscal year. 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 IX Fiscal Year

The fiscal year of the Corporation shall be the 12-month period from January 1 through December 31 of each calendar year.

ARTICLE X Seal

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the corporation and the year of its incorporation.

ARTICLE XI Waiver of Notice

Whenever any notice is required to be given to any member or director of the Corporation under the provisions of these by-laws, the Certificate of Incorporation of the Corporation of the laws of the State of New York, 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 XII

Miscellaneous

Section 1. Furnishing by Members of Scientific Data and Other Information. In order to assist the Corporation to carry out its purposes, each member of the corporation shall furnish to the Corporation scientific studies conducted by or on behalf of such member or its affiliates, including scientific data and other information, relating to the safe use of individual fragrance ingredients; provided, however, that no member shall be required to furnish any such studies, data or other information not in its possession, and no member shall be required to affect any tests or evaluations of fragrance ingredients. Section 2. Distribution of Information. The affirmative vote of a majority of the entire Executive Committee shall be required for the determination of those individuals, firms and corporations (other than members) which shall be entitled to be given information of the types referred to in paragraph (b) of Article 2 of the Certificate of Incorporation of the Corporation. Section 3. Limitations on Testing. The Corporation shall not test any fragrance ingredient whose composition has not been reasonably identified to the satisfaction of the Institute, nor any finished fragrance compounds.

ARTICLE XIII Amendments to By-Laws and Certificate of Incorporation

Except as may otherwise be provided by law, these by-laws and the Certificate of Incorporation of the Corporation may be altered, amended or repealed only by the affirmative vote of a majority of the entire Board of Directors, subject to ratification and approval by the affirmative vote of a majority of all Members entitled to vote at a meeting of the members.


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