(As Amended March 2005) -- includes membership requirements

INDEX

Article I: NAME
Article II: OBJECTS
Article III: PROPRIETARY ARTICLE; REQUIREMENTS; COMPLIANCE
Article IV: MEMBERSHIP
Article V: OFFICERS AND THE BOARD OF DIRECTORS
Article VI: DUTIES
Article VII: STANDING COMMITTEES AND THEIR DUTIES
Article VIII: LABELING AND ADVERTISING REVIEW SERVICE
Article IX: ANNUAL DUES
Article X: MEETINGS
Article XI: NOMINATIONS
Article XII: AMENDMENT OF BYLAWS
Article XIII: SEAL  

Article I:

NAME

The Name of the Corporation Shall Be
CONSUMER HEALTHCARE
PRODUCTS ASSOCIATION

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Article II:

OBJECTS

The objects of the Association are:

• to preserve and improve the integrity of the proprietary industry.
• to preserve and improve the integrity and stability of the trademarks its members own or control and pursuant to and under which they conduct business.
• to acquire and disseminate for the use of members such business and scientific information as may prove of value to them.
• to assist its members in the preparation of labels and advertising copy complying with the requirements of laws.
• to promote in every possible way friendly relations between its members and the general public.
• to participate in cooperative enterprises with the various branches of the proprietary and related industries worldwide.

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Article III:

PROPRIETARY ARTICLE; REQUIREMENTS; COMPLIANCE

SEC. 1 Definition. For the purposes of the Association, a proprietary article is a food, drug, device, or cosmetic, as defined in the Federal Food, Drug, and Cosmetic Act; recommended or intended for internal or external use by humans or other animals; identified by and sold under a trademark, trade name, brand or other trade symbol privately owned, whether registered in the United States Patent Office or not; and sold or offered for sale to the general public.

SEC. 2 Requirements. For the purposes of the Association, a proprietary article must be manufactured, packaged, labeled and advertised, or otherwise promoted in compliance with the provisions of the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act and any other applicable statutes.

SEC. 3 Compliance. To procure compliance with the foregoing requirements, each Active Member of the Association, when requested, and each applicant for membership shall furnish the Committee on Membership complete labeling for the proprietary article, literature contained in or accompanying the package, the advertising, and such other pertinent information as may assist the Committee in determining the fact of compliance with such requirements.

Pertinent information shall be deemed to include a statement of ingredients comprising the proprietary article and such other information as may be requested in determining effectiveness and safety of the article, but shall not be construed to require revelation of complete quantitative formula.

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Article IV:

MEMBERSHIP

SEC. 1 Membership. All persons, firms, or corporations who or which manufacture, own or control any proprietary article which does not require a prescription for sale and is sold in the United States for domestic use, and whose business does not consist in substantial part of the retail sale of goods other than proprietary articles manufactured, owned, or controlled by them, shall be eligible for Active Membership in the Association.

All persons, firms, or corporations who are otherwise interested in the sale, research, or promotion of proprietary articles as defined, and as meet the requirements set forth in ART. III, shall be eligible for Associate Membership in the Association.

Only (i) Active Members and (ii) Associate Members elected to the Board of Directors ("voting Associate Members") shall be entitled to vote. A voting member, through its Official Representative or other authorized officer, may designate its proxy in writing either to another voting member or to the Chairman of the Association, or may vote by mail addressed to the Chairman of the Association. Each voting member shall have one vote and, when so requested, shall designate the person who shall cast its vote.

SEC. 2 Application for Active Membership. No applicant shall be considered eligible for Active Membership in the Association unless conforming with the compliance provisions of ART. III. Said applications shall be referred to the Committee on Membership for review and report thereon to the Board of Directors.

SEC. 3 Election to Membership. A majority of all votes cast shall be required for election to Active or Associate Membership in the Association.

Election to membership may take place at any meeting of the Association, or at any meeting of its Board of Directors: Provided, that any person, firm, or corporation duly recommended for membership by the Committee on Membership may be elected at any time with the consent, in writing, of a majority of the members of the Board of Directors.

SEC. 4 Committee Membership. The following shall be eligible for appointment to membership on committees of the Association: a.) Any person who is a member of the Association; b.) Any person of any firm which is a member of the Association; and c.) Any officer or any confidential employee designated by any firm or corporation which is a member of the Association.

SEC. 5 Withdrawal or Loss of Membership. Any member may retire from membership by giving written notice to that effect to the Association, accompanied by the payment of dues and fees to the date of resignation. Any member may be dropped from membership in the Association by the affirmative vote of two-thirds of those voting at any meeting of the Association, or as provided for in SEC. 6h of ART. Vl hereof.

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Article V:

OFFICERS AND THE BOARD OF DIRECTORS

SEC. 1 Officers. The officers of the Association shall consist of a Chairman, a Chairman-Elect, one or more Vice Chairmen (the number being fixed by the Board of Directors), a President, a Treasurer and a Secretary, and at the option of the Board of Directors, one or more Senior Vice Presidents and Vice Presidents from the staff. The Chairman, Chairman-Elect, and Vice Chairmen shall be elected by the membership from among the Active Members of the Association. The President, Treasurer, and Secretary shall be appointed by the Board of Directors to serve at the pleasure of said Board, and the Board of Directors may appoint, from among the members of the staff, one or more Senior Vice Presidents and Vice Presidents to serve at the pleasure of said Board. Any person may, upon election or appointment, hold more than one office in the Association.

SEC. 2 Board of Directors. There shall be a Board of Directors which shall include the Chairman, the Chairman-Elect, the Immediate Past Chairman (or, if that person is unable, or declines, to serve, the individual who shall have next most recently served as Chairman), the elected past Chairmen, the Vice Chairmen, the Honorary Vice Chairmen, the Chairmen of the Committees on Government Affairs, Public Affairs, International Affairs, Planning, Scientific Affairs, Business Development, Marketing, Manufacturing Controls and as many as thirty (30) other members including as many as 4 Associate Members, of whom not more than nine (9) Active Members shall be elected at each Annual Meeting of the Association for a term of three years, and of whom not more than two (2) Associate Members shall be elected at each Annual Meeting of the Association for a term of two years. Nothing in this section shall otherwise lessen the term of Associate Members elected prior to April 2005. The Chairman of the Association shall be the Chairman of the Board of Directors.

SEC. 3 Election. The officers and members of the Board of Directors to be elected shall be elected at the Annual Meeting of the Association, or at any special meeting called and held for that purpose, and shall hold office for the ensuing year, or until their successors are elected. The candidate for any office who receives the majority of all votes cast shall be declared elected.

SEC. 4 Vacancies. Whenever any vacancy occurs among the elected officers or in the Board of Directors through death, resignation or otherwise, the Board of Directors or a majority of such of its members as are remaining shall fill any such vacancy at any duly called meeting of the Board of Directors. Officers or members of the Board of Directors chosen to fill vacancies shall hold office until the next succeeding annual election or until their successors are elected.

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Article VI:

DUTIES

SEC. 1 The Chairman. The Chairman shall preside at all meetings of the Association and of the Board of Directors. The Chairman, in cooperation with the President, shall execute the policies and decisions of the Association and its Board of Directors. The Chairman shall, from time to time, make such suggestions which may tend to promote the prosperity and welfare and increase the usefulness of the Association.

Annually, the Chairman shall appoint a Committee on Nominations and a Committee on Auditing.

At the Annual Meeting or as soon thereafter as convenient, the Chairman shall appoint the chairmen, vice chairmen, and members of the following standing committees:

Committee on Membership
Committee on Government Affairs
Committee on Public Affairs
Committee on International Affairs
Committee on Finance
Committee on Planning
Committee on Scientific Affairs
Committee on Business Development
Committee on Marketing
Committee on Manufacturing Controls

The Chairman shall appoint members to such special committees as may be necessary for the best interests of the Association.

SEC. 2 The Chairman-Elect and the Vice Chairmen. In the event of the absence of the Chairman, the Chairman-Elect or one of the Vice Chairmen designated by the Chairman shall perform the duties of the office.

SEC. 3 The President. The President shall be nominated by the Executive Committee and appointed by the Board of Directors. The term of office shall be at the pleasure of the Board of Directors and may be terminated by a majority vote of that Board. The President, under the direction of the Chairman and the Board of Directors, shall assume full responsibility for all activities of the Association. The President shall consult freely with the Chairman, and in the Chairman's absence with the Executive Committee, on matters of policy of the Association and on such matters carry out their instructions. The President shall be an ex officio member of all standing committees. A bond shall be given to the Association in the amount required by the Board of Directors.

SEC. 4 Senior Vice Presidents and Vice Presidents (Staff). Senior Vice Presidents and Vice Presidents chosen from among the members of the staff shall be nominated by the Executive Committee.

Their terms of office shall be at the pleasure of the Board of Directors and may be terminated by a majority vote of that Board. Under the direction of the President, they shall assume such responsibilities and perform such duties as may be assigned to them by the President.

SEC. 5 The Treasurer and Secretary (Staff). The Treasurer and Secretary shall be nominated by the Executive Committee and appointed by the Board of Directors. Their terms of office shall be at the pleasure of the Board of Directors and may be terminated by a majority vote of that Board.

1. Generally, the Treasurer shall perform such duties as are usually and customarily performed by such officer. Specifically, the Treasurer shall:
   1. Have custody of all funds of the Association and deposit the same in a bank as directed by the Board of Directors; honor orders for payment of money when the same have been approved by the Chairman or by a person authorized by the Board of Directors; collect all dues and other moneys payable to the Association; and report delinquencies and arrears in dues at regular meetings of the Board of Directors with appropriate recommendations thereon. All checks shall be signed by the Treasurer or such other person as may be designated by the Board of Directors and countersigned by one other person to be selected by the Board of Directors.
   2. Give a bond to the Association in such amount and with such sureties as the Board of Directors may require.
2. The Secretary shall perform such duties as are usually and customarily performed by such officer or as may be assigned by the President.

SEC. 6 The Board of Directors. The governing body of the Association shall be a Board of Directors, which shall have full power to do any and all things necessary or desirable in conducting the business of the Association when the Association is not in session, including specifically the following:

1. The Board shall hold not less than three regular meetings during the Association year, the time and place of the meetings to be fixed by the Chairman. Special meetings may be called by the Chairman, or by any five members of the Board. A majority of the members of the Board shall constitute a quorum at all meetings.
2. The absence of a quorum at any meeting shall not invalidate the action taken at such meeting if the minutes of same are approved at the next subsequent meeting; provided, a quorum is then present.
3. The Board shall appoint the President, the Secretary and the Treasurer, and may appoint one or more Senior Vice Presidents and Vice Presidents from among the members of the staff, and may employ such other legal and technical or advisory assistance as may be necessary for efficient and adequate conduct of the business of the Association.
4. The Board of Directors at any meeting may nominate Honorary Vice Chairmen for election by the Association at its next Annual Meeting for a term of three years. Honorary Vice Chairmen may be elected because of meritorious service, length of service, or for other reasons and shall be honorary nonvoting members of the Board of Directors. At the time of their election, they must be active in the industry and affiliated with an Active Member of the Association.
5. The Board of Directors at any meeting may nominate one or more past Chairmen (other than the immediate past Chairman who serves on the Board of Directors as provided in the Bylaws) for election by the Association at its next Annual Meeting for a term of one year on the Board of Directors. At the time of their election, they must be active in the industry and affiliated with an Active Member of the Association.
6. There shall be a subcommittee of the Board of Directors to be known as the Executive Committee. It shall be composed of the Chairman, the Chairman-Elect, the Immediate Past Chairman (or, if that person is unable, or declines, to serve, the individual who shall have next most recently served as Chairman), the Vice Chairmen, and as many as eight (8) additional persons from among the voting members of the Board appointed by the Chairman with the approval of the Board of Directors. The Committee shall meet at the call of the Chairman. Its duties shall be to consider problems that may arise in the interval between the meetings of the Board of Directors, and to authorize appropriate action. It shall also fix the compensation of staff members as it deems appropriate. Its decisions and recommendations shall be reported to the Board of Directors at its next meeting.
7. A subcommittee of the Board of Directors, appointed by the Chairman and to be known as the Committee on Auditing, shall audit the annual report of the Treasurer and make a report thereon to the Association.
8. The Board of Directors may prefer charges against any member of the Association. Such charges shall be served in writing upon the member with notice to answer personally before the Board, or by written statement filed with the President within fifteen (15) days. After hearing such answer, or if the member fails to answer within the time specified, the Board may suspend the member, who shall then have thirty (30) days within which to file with the President a written appeal from the judgment of the Board. Such appeal shall be heard and shall have final action at the next special or regular meeting of the Association. Failure to so appeal within thirty (30) days shall cause the suspended member to be dropped from membership in the Association.
9. The Board of Directors or the Executive Committee may fix such fees or charges as are just and reasonable for special services rendered by the Association.

SEC. 7 Indemnification of Board of Directors, Officers, and Staff. Every member of the Board of Directors, officer, or employee of the Association shall be indemnified by the Association to the extent allowed under the laws of Delaware against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such member of the Board of Directors, officer, or employee in connection with any investigation or proceeding to which they may be made a party, or in which they may become involved by reason of being or having been a member of the Board of Directors, officer, or employee of the Association, or any settlement thereof, whether or not such member of the Board of Directors, officer, or employee is a member of the Board of Directors, officer, or employee at the time such expenses are incurred, except in such cases wherein the member of the Board of Directors, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office: Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors or the members approve such settlement and reimbursement as being for the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such member of the Board of Directors, officer, or employee may be entitled.

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Article VII:

STANDING COMMITTEES AND THEIR DUTIES

SEC. 1 Committee on Membership. The Committee on Membership shall endeavor to increase the membership of the Association by enlisting the interest of persons, firms, and corporations who are eligible for membership, and by making known the objects for which the Association is organized.

Subject to the approval of the Board of Directors, the Committee on Membership shall have authority to promulgate rules and regulations for the enforcement of requirements for proprietary articles and membership as set forth in ART. III.

The Committee on Membership shall pass upon applications for membership determining the degree of compliance with ART. II and make report thereon to the Board of Directors.

After due notice and warning, persistent violation of any section of ART. III by any member of the Association shall be reported to the Board of Directors for appropriate action.

SEC. 2 Committee on Government Affairs. The Committee on Government Affairs shall take cognizance of matters arising out of or involving the relations of the Association with the various departments, bureaus, boards, or commissions of the federal government, or of any state government or political subdivision thereof. It shall take such action with reference thereto as occasion may require, and in general shall perform such other duties of like character as may be requested by the Board of Directors. The Chairman shall be a nonvoting ex officio member of the Board of Directors.

SEC. 3 Committee on Public Affairs. The Committee on Public Affairs shall consider all public relations matters relating to the various branches of the proprietary and related industries and the public generally and shall have charge of all public relations activities as the Board of Directors or the Association may authorize. The Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

SEC. 4 Committee on International Affairs. The Committee on International Affairs shall take cognizance of all matters that have a bearing on the relations of the members of the Association to the distribution of proprietary articles in any country other than the United States. The Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

SEC. 5 Committee on Finance. The Committee on Finance shall adopt ways and means of providing adequate revenues for the efficient and economical conduct of the affairs of the Association, subject to the approval of the Board of Directors.

SEC. 6 Committee on Planning. The Committee on Planning shall consult frequently with the Chairman and other officers, with the staff, and with the members of the Association to formulate long-range recommendations for improving the Association and its services. The Committee shall report to the Executive Committee, and the Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

SEC. 7 Committee on Scientific Affairs. The Committee on Scientific Affairs shall actively engage in studying the technical and scientific problems that confront the manufacturer and act as a forum for the dissemination of such information. The Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

SEC. 8 Committee on Business Development. The Committee on Business Development shall consider information on emerging trends in the self-care business and shall actively engage in arranging programs and providing a forum for sharing information of interest to the membership. The Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

SEC. 9 Committee on Marketing. The Committee on Marketing shall actively engage in studying subjects and arranging programs of special interest to those concerned with the marketing of proprietary articles. The Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

SEC. 10 Committee on Manufacturing Controls. The Committee on Manufacturing Controls shall consider all matters relating to manufacturing practices and shall actively engage in arranging programs and projects of special interest to the membership in the general area of its responsibility. The Chairman of the Committee shall be a nonvoting ex officio member of the Board of Directors.

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Article VIII:

LABELING AND ADVERTISING REVIEW SERVICE

The Association shall make available to its Active Members a service to review labeling and advertising of such members on a voluntary basis. This service shall be rendered by the Association in an advisory capacity and each member must determine for itself what action, if any, will be taken with respect to any suggestions or criticisms given.

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Article IX:

ANNUAL DUES

SEC. 1 Fiscal Year. The fiscal year of the Association shall be the calendar year.

SEC. 2 a. Active Membership. For each fiscal year the annual dues for Active Membership in the Association shall be based on the member's annual net sales during the preceding calendar year of any proprietary article as defined in ART. III, SEC. 1 which (1) is manufactured, owned or controlled by the member, or its parent or subsidiary corporations, if any, (2) does not require a prescription for sale, and (3) is sold in the United States for domestic use, according to a schedule of dues approved by the Board of Directors.

Proprietary articles on which dues are to be paid include, but are not limited to, (1) over- the-counter products regulated by the Food and Drug Administration (FDA) as drugs and on which a drug claim is made; (2) over-the-counter vitamin and mineral products regulated by the FDA either as drugs or as dietary supplements, unless excluded by the Board of Directors; and (3) over-the-counter dental devices as specified by the Board of Directors.

For the purpose of determining membership dues, "net sales" are gross sales less discounts and returns, on all proprietary articles sold by the Active Member or its affiliates, subsidiary corporations or divisions, but a member may exclude sales of products (1) which are primarily toiletries or cosmetics, or (2) which, in the case of a manufacturer, are owned or controlled by another Active Member: Provided, however, that minimum dues for any Active Member shall be payable as set forth in the most current dues schedule approved by the Board of Directors.

The annual dues of Active Members shall be payable annually in January of each year as called for by the Treasurer.

SEC. 2 b. Associate Membership. The annual dues for Associate Membership in the Association shall be fixed by the Board of Directors and shall be payable annually in January of each year.

SEC. 3 Pro Rating. During any year in which a member of either class is elected to membership a pro rata payment only shall be required for the unexpired portion of the fiscal year.

SEC. 4 Delinquencies. Whenever any member shall have failed to pay the established dues within thirty (30) days after notice of the same being due and payable, the Treasurer shall notify such delinquent member in writing that if at the expiration of thirty (30) days, said dues are still unpaid, such delinquency will be reported to the Board of Directors at its next regular session for appropriate action.

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Article X:

MEETINGS

SEC. 1 Method of Calling Meetings. There shall be called and held an Annual Meeting of the Association at such time and place as the Board of Directors may determine. Meetings of the Association and of the Board of Directors shall be called by written or printed notices. Notices for each meeting of the Association shall be mailed not less than twenty (20) days prior to the time appointed for such meeting. A majority of the voting membership of the Association shall constitute a quorum for the transaction of business: Provided, that in determining the number of voting members present the number of proxy votes present shall be considered. Notices for each meeting of the Board of Directors shall be mailed not less than five (5) days prior to the time appointed for such meeting. Special meetings of the Association may be called at any time by the Chairman or by a vote of the Board of Directors or by the request in writing of any twenty-five (25) voting members of the Association.

SEC. 2 Nonmembers Addressing Meetings. Any person not a member of the Association will be denied the privilege of the floor, either for the purpose of addressing the Association or otherwise taking the time and attention of the meeting, without first having been granted permission by the presiding officer. If objection be made to the ruling of the Chairman, then a majority of the members present shall determine.

SEC. 3 Business at the Annual Meeting of the Association. Matters to be incorporated in the program of business shall include the following:

1. Reading of the Chairman's Annual Address.
2. Report of the President.
3. Report of the Treasurer.
4. Report of the Committee on Auditing.
5. Report of the Committee on Nominations.
6. Election of officers and members of the Board of Directors.

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Article XI:

NOMINATIONS

The Committee on Nominations shall nominate candidates for officers and members of the Board of Directors from the Active and Associate Membership of the Association, other than those whose nomination and appointment are otherwise provided for in these Bylaws, and in accordance with the limitations and requirements otherwise provided in these Bylaws. Any other Active or Associate Member in good standing may be nominated for such elective offices or membership by a voting member from the floor of the Association meeting, in accordance with the limitations and requirements otherwise provided in these Bylaws.

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Article XII:

AMENDMENT OF BYLAWS

These Bylaws may be amended at any meeting of the Association by the affirmative vote of three-fourths of the voting members present: Provided, that notice of such amendment is embodied in the notice calling the meeting. At any Annual Meeting an amendment may be adopted by unanimous consent, without notice: Provided however, that the proposed amendment shall have been submitted and read at a session of the Association previous to the session at which the vote is taken.

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Article XIII:

SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association.

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