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bylaws
INTERNATIONAL FRAGRANCE
ASSOCIATION – Headquarters

Rue du Marché 9
CH- 1204 Geneva
Tel. +41 (22) 716 30 60
Fax. +41 (22) 716 30 75



Bylaws of the International Fragrance Association
IFRA
Adopted by the IFRA
General Assembly on
October 15, 1998
Amended on – October 21, 1999
 - October 19, 2000
- October 18, 2001
- February 15, 2005
- April 21, 2005
- October 25, 2006
- October 17, 2007
- April 23, 2008
- October 22, 2008
-February 20, 2010
-April 8, 2016

Name, Head Office

Article 1
An international, not-for-profit association with scientific objectives, is established under Swiss law [art. 60 et seq. of the Civil Code (CC)] with the title of “International Fragrance Association” (IFRA) with headquarters in Geneva, hereafter the “Association”.

Purpose

Article 2
The purpose of the Association is to serve and advance the collective interests of the fragrance industry, worldwide, with the final objective to protect the consumer and the environment.

Membership

Regular Members
Article 3
Any company engaged primarily in the manufacture of fragrances and not selling to retail distribution and with worldwide operations in all four regions (hereafter "Regular Fragrance House Member") shall be eligible for Regular Membership, provided it pays the dues associated with its status.

Any company engaged in the manufacture of fragrance ingredients with worldwide operations in all four regions (hereafter "Regular Fragrance Ingredient Manufacturer Member") shall be eligible for Regular Membership, provided it pays the dues associated with its status. 

For purposes of this Article 3, a company “with worldwide operations in all four regions” shall mean a company who has at least one subsidiary directly involved in the marketing and sale of fragrances (for Regular Fragrance House Member) or fragrance ingredients (for Regular Fragrance Ingredient Manufacturer Member) in each of the following four regions: Europe (including Africa and Middle East); North America (including Canada); Latin America (including Mexico) and Asia (including Australia), as well as at least one affiliate directly involved in the creation and/or manufacturing of fragrances (for Regular Fragrance House Member) or fragrance ingredients (for Regular Fragrance Ingredient Manufacturer Member) in at least three of such regions.

Each Regular Member shall have voting rights as decided by the General Assembly.

Association Members
Article 4
National Associations comprised of companies active in the fragrance industry as specified in Article 5 hereto shall be eligible for Association Membership, on conditions that their Bylaws shall not be in conflict with the Bylaws of IFRA. Association Members shall have voting rights through their respective Regional Committees or Associations, as approved by the General Assembly.

Association Members are grouped into four geographic Regional Committees/Associations. These are: Europe (including Africa and Middle East); North America (including Canada); Latin America (including Mexico) and Asia (including Australia).

Members of National Associations and Regional Committees/Associations
Article 5
Any company engaged in the manufacture of fragrances and/or fragrance ingredients, including Regular Members and/or their subsidiaries, may be eligible to become members of the National Association that is an Association Member of IFRA, in the country/ies in which they have their registered address(es) pursuant to the Bylaws of that Association. National Associations can also accept as members other companies engaged in the fragrance industry.

Any company engaged in the manufacture of fragrances and/or fragrance ingredients that has its registered address in a country where there is no National Association that is an Association Member of IFRA, shall be eligible to become supporting members of the Regional Committee/Association responsible for the country in question with no voting right in the conditions as specified by the relevant Regional Committee/Association.

Approval, Withdrawal and Exclusion
Article 6
Any company wishing to become a Regular Member of IFRA shall provide the Association with the information needed to demonstrate that it meets the membership criteria of these Bylaws. The new membership request shall be send to the Chairperson and presented by him to the IFRA Board for approval.

Article 7
Any refusal by the IFRA Board to accept a company as a Regular Member of IFRA shall be duly communicated without delay to the applicant with the justification for the refusal. Upon receipt of the refusal, as communicated by the IFRA Chairperson, the Applicant shall have the right to request a review of this decision by the General Assembly as its next meeting and to be heard by such Assembly. The decision of the General Assembly shall be final. 

Article 8
All members may withdraw from the Association only after sending their resignation to the Chairperson of the Association, with the withdrawal becoming effective at the end of the calendar year with at least three months prior notice.

Article 9
Any Regular Member not conforming to any part of these Bylaws may be expelled by decision of the General Assembly acting in accordance with Article 13. The member in question shall always have the right to present its defence prior to such action. The decision of the General Assembly shall be final.

Article 10
A member who leaves the Association by resignation, acquisition, expulsion or for any other reason shall have no claim on the funds of the Association but shall remain liable for its full subscription to the membership for the calendar year during which (i) its resignation shall become effective in case of resignation pursuant to Article 8, (ii) it is expelled pursuant to Article 9 or (iii) it leaves the Association for any other reasons.

Member Representatives

Article 11
Each Regular Member shall designate an individual as its official representative to the Association, among the members of its management/executive committee.

Each Regional Committee/Association shall designate a representative to vote on behalf of, and according to the instructions of its members, at the IFRA Board and General Assembly. In doing it so, each Regional Committee/Association shall select a representative from one of its National Associations or from one of their members. With respect to Europe and North America, such representative shall not be an employee of a Regular Member. For Latin America and Asia, priority shall be given to representatives other than employees of a Regular Member.

The name of representatives shall be communicated to the Association. Such appointments may be changed at any time.

Members’ Obligations

Article 12
As a condition of continuing membership in the Association, all Regular Members and members of National and Regional Associations and Committees, are subject to the following obligations:

1.    subscribe to and comply with the IFRA Code of Practice and the IFRA Standards;
2.    respect at all times their legal obligations, including those pertaining to applicable antitrust and competition laws;
3.    not to instigate any action or seek any remedies against IFRA, its officers or directors related to this IFRA Code of Practice, IFRA Standards or other IFRA policies; and
4.    pay their dues in time as required under these Bylaws or the Bylaws of national or Regional Committees.


In addition to the above:

5.    National or Regional Associations/Committees which would disagree with an IFRA position or policy could raise it with the IFRA President and a mitigation process will be instigated to resolve the disagreement. If need be, the matter will be raised with the IFRA Board. The decision of the IFRA Board shall be binding on all IFRA members, except if, subsequent to such IFRA Board decision, a National or Regional Association/Committee (in such case, a “Dissenting National or Regional Association/Committee”) would confirm its dissent by a vote of the qualified majority of three quarters of the votes of its Board of Directors or governing body, including the vote of two Regular Members. In such case a new mitigation process will be launched, and the IFRA position or policy represented by the IFRA Board decision would not be implemented in the region or territory represented by the Dissenting National or Regional Association/Committee pending resolution of the mitigation process and agreement of the Dissenting National or Regional Association/Committee.
6.    Companies, members of National or Regional Associations/Committees, including Regular Members, cannot make public statements, nor communications to regulator, non- governmental organizations, or other trade associations, that are opposed or adverse to an IFRA position or policy that is known or made known to them, unless, in doing so, they clearly indicate that their position is not the position of IFRA.

In case the Chairperson finds out that a member of a National or Regional Association/Committee is not complying with one of the above obligations, the Chairperson shall first raise the issue with the relevant National Association/Committee. If the problem lies with an IFRA position, policy or decision, that Association/Committee may recommend that this position, policy or decision be reviewed or revised. The IFRA Board shall handle the matter and, without prejudice to section 5 of this Article, it may request the National or Regional Association/Committee to expel the non-compliant member. This decision shall require a vote of the votes of 3/4 of the voting rights, including at least two Regional Associations/Committees.

General Assembly

Article 13
The representatives of Regular Members and Regional Committees/Associations shall meet in ordinary General Assembly at a minimum of once a year, on a date and at a place determined during the previous General Assembly or Board meeting, or with at least two months’ notice.

The Chairperson may call an extraordinary General Assembly at any time, with at least two weeks’ notice, safe in exceptional circumstances. He must call such a meeting upon request of Regular Members and/or Regional Committees/Associations holding at least one fifth of the voting rights.

Any Regular Member or Regional Committee/Association's representative may add topics to the agenda provided that a request to do so be received by the Chairperson at least one week before the scheduled ordinary or extraordinary General Assembly date. The Chairman of the Association will immediately send notice of such additions to all other members.


Article 14
The voting rights of the Regular Members are reflective of their share of the Association dues, with Regular Members having a maximum of two third of the voting rights. Each Regional Committee/Association shall have the same voting rights. The General Assembly shall determine the formula upon which dues shall be calculated and paid and the voting rights per category of member. The General Assembly may decide to change the formula and voting rights at any time and decide the amendment to be immediately effective or delayed. In particular, the General Assembly shall consider another voting structure if the Regular Fragrance Ingredient Manufacturer Members shall have more than one fifth of the voting rights at the Board and General Assembly.

Each Regular Member is empowered to vote, through its representative, on all matters debated during a General Assembly, unless delinquent in the payment of its dues to the Association or having sent its resignation on the date of such vote.

Any Regular Member may give a general or special proxy to another Regular Member and any Regional Committee/Association may give a general or special proxy to another Regional Committee/Association provided that the representing member/committee has written evidence of this.

Each Regional Committee/Association vote shall be exercised through its designated representative.

Article 15
A General Assembly may be conducted if at least two-thirds of the voting rights are present or represented. If this quorum is not reached, another General Assembly must be scheduled between the eighth and fifteenth day following the adjourned General Assembly, at which meeting the General Assembly shall be able to decide even if the quorum of two thirds of the voting rights is not met.

Any decision of the General Assembly shall require approval by at least two thirds of the voting rights represented at the General Assembly except in the case of changes in the Code of Practice or Bylaws of the Association where three quarters of the voting rights including the vote of at least two Regional Committees/Associations will be required. Decisions may be taken by an electronic vote, when necessary.

It is possible to act on matters, which are not on the agenda in cases of urgency and with the consent of a three-quarters majority of the voting rights present or represented by proxy. The addition of an urgent matter to the agenda will be proposed not less than 48 hours before the meeting.

Article 16
The General Assembly shall elect a Chairperson, Vice-Chairperson and Treasurer for a term of two years at a General Assembly.

The Vice-Chairperson will assist the Chairperson in fulfilling his task. He will replace the Chairperson whenever the Chairperson is unavailable.

If the Chairperson resigns before the end of his term of office, the Vice-Chairperson will replace him as Acting-Chairperson until the normal expiration of term and the General Assembly shall elect a Vice-Chairperson at its next meeting, if appropriate.  

The Chairperson shall preside over General Assembly and over meetings of the Board, but he may delegate his powers.

The Chairperson is responsible to all members for the functioning of the Association and in accordance with the decisions and powers granted to him by the General Assembly.

Board

Article 17
The Association shall be administered and directed by its board of directors (the Board) consisting of one representative for each Regular Member and one representative for each Regional Committee/Association.

The voting rights of the directors at the Board shall be the same as the voting rights of members of the General Assembly, as specified in Article 14 of these Bylaws.

Article 18
All competences not residing with the General Assembly pursuant to these Bylaws or to any mandatory provision of the law governing the Association shall be with the Board.

The Board shall appoint a Legal Counsel for a period of two years, renewable. The Legal Counsel shall also act as secretary to the Board and to the General Assembly and shall assist the Chairman and the President in their statutory tasks.

Article 19
A member of the Board may be represented at a meeting of the Board by a person that has been duly authorized pursuant to a written document mentioning that the person representing the Regular Member or the Regional Committee/Association member has the full power and is entitled to vote and otherwise act on behalf of the member he or she represents.

Article 20
The Board will meet at the discretion of the Chairperson. A quorum shall consist of at least two thirds of the voting rights present or represented. Decisions must be adopted by a two-thirds majority of the voting rights present or represented, except for decisions taken pursuant to Article 12, last paragraph of these Bylaws. In case the quorum is not present, another meeting of the Board shall be called upon within one month, physically or by telephone, at which meeting the Board shall be able to decide even if the quorum of two thirds of the voting rights is not met.

Article 21
The Chairperson shall have the authority to sign all documents binding the Association without further proof of specific authorization if there are no specific proxies. The Association shall be legally bound by the signature of the Chairperson or the President.

IFRA Office, President and Staff

Article 22
The office(s) of the Association shall be located as decided by the General Assembly. The staff of the Association is headed by a President, appointed by the General Assembly.

The President shall act as chief executive officer of the Association and shall appoint the other members of the staff of the Association, subject to approval by the Board.

The President is obligated to follow decisions of the General Assembly as well as directives of the Board. Furthermore, the President has to discharge his/her duties objectively and in agreement with all legal statutes. The President reports to the Chairperson and will cooperate closely with all bodies of the Association as well as with the staff of the Association.

Committees and Task Forces

Article 23
The Board is empowered to establish Committees and Task Forces as needed in pursuit of its purpose.

Article 24
The members of each standing Committee shall be approved by the Board. The Chairperson and the President shall collectively appoint the members of Committees and Task Forces subject to the right of the Board to decide otherwise.

Each Committee shall have a chairperson elected by its members.

Subscription, Budget, Accounts, Auditing

Article 25
Regular Members’ subscription to the Association shall be determined annually by the Board.
 
Article 26
Each Regular Member of the Association shall be liable for the subscription determined by the Board. The commitments of the Association are covered only by the assets of the Association. Personal responsibility of the members is excluded.

Article 27
The fiscal year commences on January 1st and ends on December 31st of the same year.

Article 28
The Board shall submit annually, for the approval of the General Assembly, the accounts of the previous financial year and the budget for the coming fiscal year.

Article 29
The General Assembly shall appoint one external auditor to audit the accounts of the Association, including the balance sheet and profit & loss statement, in the conditions set forth in the Swiss Civil Code. The auditor shall be appointed for a duration of 1 year and shall present their report to the General Assembly on an annual basis. The General Assembly shall, on that basis, approve the accounts submitted by the Board pursuant to Article 28 and decide on the discharge to be given, where appropriate, to the auditor and to the Board and/or to Committee members.

Amendments to the Bylaws and Dissolution

Article 30
The text of any proposed amendment to the Bylaws shall accompany the notice of a General Assembly, which will consider the matter in accordance with Article 13.

Article 31
The Association is dissolved when it is insolvent, when the Board can no longer be constituted according to the Bylaws or upon decision of the General Assembly. In the event that the Association is dissolved, the available assets shall be entirely attributed to an organization of public interest that pursues similar purposes to the Association. In no case shall its assets be returned to the founders or to the members, nor used for their benefit, in part or whole, in any manner whatsoever, unless as provided above.

General Rule

Article 32
Any subject not contained in the present Bylaws will be settled according to the provisions of Swiss law.