IFRA bylaws

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”.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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 1^st and ends on Decem­ber 31^st 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.

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.

Arti­cle 32

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