Article 1: Corporate Status & Name
- The Association was formed in 1931. It is incorporated in New York under the provisions of New York’s Not-for-Profit Corporation Law as a 501 (c ) (3) corporation. The Association shall operate in accordance with the laws of the State of New York and the United States of America.
- The Association shall be authorized to conduct business under the assumed name “Diamond Manufacturers & Importers Association of America.”
Article 2: Purposes of the Association
- The Association shall exist and operate for the following purposes:
- To foster and promote honesty, integrity, responsibility, and fair and ethical trade practices throughout the diamond and diamond jewelry industry.
- To work together with other industry groups, industry service providers, trade associations, diamond mining producers, manufacturing centers, and legitimate governments and governmental agencies around the world to perpetuate the high ideals of the Association and to maintain the American Diamond Industry as a vibrant member of the international diamond industry.
- To foster trade and commerce and promote the interests of American individuals and businesses engaged in the manufacture, importation, and/or wholesale distribution of rough and polished diamonds, and to represent them and their concerns with the various laboratories and grading facilities and other related industries.
- To coordinate and cooperate with the government and regulatory agencies of the United States as well as the governments and regulatory agencies of other legitimate nations to promote the interests of the American Diamond industry and the Diamond Industry at large.
- To serve as the leading Diamond Industry Association with the status to represent and act as spokesperson for the American Diamond Industry and its high ideals.
- In furtherance of these purposes and goals, the Association shall engage in all lawful activities necessary and proper to the furtherance of the purposes and goals set forth herein. All income from dues and other sources will be used for the fulfillment of its stated purposes as set forth in its Articles of Incorporation and in these By-Laws. At no time will the property or earnings from activities of the Association be used for the individual benefit of any one member.
Article 3-A Membership in the Association
- The Association is authorized to have more than one class of membership to be delineated below. Members in any class may consist of corporations, joint-stock Associations, unincorporated Associations, limited liability companies, partnerships, and individuals. The Board of Directors, by resolution of the Board, is authorized to modify, alter or amend any of the designations or characteristics of any membership class and/or add any new class of membership.
- The Association shall be comprised of the following classes of Members:
- General Member – Any applicant who is engaged in manufacturing, importing, exporting and/or the wholesale sale and distribution of diamonds is eligible for membership as a General Member.
- Industry Service Member – Any applicant, who in the opinion of the Board of Directors in engaged in a business, profession or industry which is either related to or affiliated with the diamond industry and/or provides services to the diamond industry, is eligible for membership as an Industry Service Member. No member engaged in the manufacturing, importing, exporting or wholesale sale and distribution of diamonds is eligible for membership as an Industry Service Member.
- Associate Member – Any applicant who is primarily engaged in the retail sale of diamonds or diamond jewelry is eligible for membership as an Associate Member.
Article 3-B Dues and Assessments
- The Board of Directors is authorized to determine the amount of any initiation fees, dues or assessments to be imposed on members of the Association, whether or not they are voting members, and may impose reasonable fines or other penalties upon its members for violations of its rules and regulations or for any conduct or actions determined to be adverse to the Associations. The Board of Directors has the right to levy or waive different initiation fees, dues or assessments depending on the class so long as they are consistently applied with the class. The Board of Directors has the right to enforce the collection of fees, dues, assessments, fines or other penalties, including making provisions for the termination of membership, upon reasonable notice, for non-payment of such fees, dues, assessments, fines or other penalties, as well as provisions for reinstatement of any member whose membership has been suspended or terminated.
Article 3-C Admission and Removal from Membership
- Applications for Membership – All prospective members shall complete and submit to the Association a signed Application for Membership. Alternatively, a prospective new member may complete and submit the electronic application available on the Association’s website. In its evaluation of any applicant for membership, the Board of Directors shall give consideration to the applicant’s standing and history in the diamond industry and of their reputation for honesty and integrity. Any applicant must represent that it has filed all required United States and local state tax returns and that it maintains a valid United States tax identification number and/or social security number Once an application has been submitted, the Board of Directors shall circulate the prospective member’s name to the general membership together with a request for comments with seven (7) days. After such seven (7) day period, the Board of Directors shall take a vote on the new member and upon approval by the Board of Directors, the applicant will be admitted as a member of the Association.
- In the event that a member firm or individual fails to abide by the high standards mandated and expected of members of the Association, their membership may be suspended or revoked. The Executive Board will receive and investigate the charges made against any member, and upon finding a reasonable basis for sustaining such charges, they will refer the matter to the Board of Directors for its consideration. Membership in the Association will be automatically terminated by death, resignation, bankruptcy, dissolution or insolvency of a member and may be terminated by failure to pay dues by April 1st of each calendar year.
- In the event of the suspension, revocation or termination of a member, such member shall not be entitled to a refund of any portion of the dues of other fees previously paid by such member.
Article 4 – By-Laws
- The By-Laws of the Association may be adopted, amended or repealed by a vote of the General Members. The By-Laws may contain any provision relation to the business of the Association, the conduct of its affairs, its rights or powers or the rights or powers of its members, Directors, or officers, consistent with the laws of the State of New York.
- Any member may propose an amendment of addition to the by-laws by delivering the text of such amendment or addition, in writing to the President, Secretary or Executive Director of the Association. The President, Secretary or Executive Director shall then present the proposed amendment or addition to the By-laws for a vote at the next meeting of the Board of Directors for their consideration. Upon approval of such amendment or addition of the By-laws by vote of the Board of Directors, then, and in such event the proposed amendment or addition to the By-laws shall be presented for a vote at the next general membership meeting of the Association for approval and adoption by the membership. Final approval of such amendment or addition to the By-laws shall require approval by the General Membership.
Article 5 – Meetings of Members & Voting
- Meetings of members may be held at such place within the county, city and state of New York as may be fixed by either the President or the Board of Directors. A meeting of the members will be held at least once annually on a date prior to March 31st of each year for the election of Officers and Directors (when applicable) and for the transaction of other business of the Association.
- Special Meetings of the members may be called by either the President or the Board of Directors. Any member may call for a special meeting with a letter signed by at least 10 percent of the general membership. Upon receipt of such letter, the Association shall schedule a general membership meeting no less than two months or more than three months from the date on which such letter received. The secretary of the Association or the Executive Director shall promptly give notice of the meeting to the membership. The special meeting shall be held at the office of the Association.
- Whenever under the provisions of these By-Laws, a meeting is called, advance notice of no less than 10 days must be sent to the membership by email stating the place, date and hour of the meeting and, unless it is an annual meeting, indicating who called and the purposes for which the meeting was called. When a meeting adjourned to another time or place, all present will be given notice as to the new location and time and any business may be transacted that might have been transacted on the original date of the meeting.
- The Executive Director of the Association will maintain a list or record of members entitled to vote, which shall be certified by the Secretary of the Association. Such list shall be produced at any General Membership meeting upon request by any member made at least five (5) days prior to the date of such meeting.
- Twenty five (25%) percent of the General Members entitled to vote will constitutes a quorum at a meeting of members for the transaction of any business.
- The record date for the purpose of determining the voting membership shall be fifteen (15) days prior to the date of the meeting.
- A general Member and only a General Member in good standing is entitled to vote at any General Membership meeting. Each General Member shall be entitled to only one vote.
- Officers and Directors of the Association are to be elected by a plurality of the votes cast at a General Membership. The election of Officers and Directors shall take place at the first General Membership meeting held during the calendar year 2011, and subsequent elections of Officers and Directors shall be held at the first General Membership meeting held every second year thereafter.
- Any action of the Association, other than the election of Officers or Directors requires a majority of the General Members present and eligible to vote.
Article 6 – Board of Directors
- With the exception of those powers, duties and responsibilities delegated to the President or to the members of the Executive Board, the Association shall be managed by its Board of Directors.
- The Board of Directors will be comprised of the members of the Executive Board in addition to no less than twelve (12) nor more than twenty-four (24) Directors elected by the General Membership of the Association. The Directors will be elected for a term of two years and shall hold office until his or her successor has been elected and installed.
- A majority of the entire Board will constitute a quorum for the transaction of business and any majority vote by the Directors present will constitute an act of the Board.
- Notice of meetings of the Board of Directors stating the date, time and place of the meeting shall be sent by regular mail, E-mail or facsimile transmission.
- A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time and place.
- No person shall be eligible for nomination, election or appointments as a Director of the Association unless such person satisfies the following requirements:
Such person is a General Member or an officer, shareholder, principal, partner, member or employee of a General Member of the Association.
ii. Not more than one individual from any member or member firm may be nominated, elected or appointed to any position on the Executive Board or Board of Directors of the Association.
iii. The General Member with whom such person is employed or affiliated must have been a member in good standing of the Association for at least one year.
- Past Presidents of the Association who have completed their terms as President and who remain members in good-standing of the Association may serve in an advisory capacity to the Board of Directors and he/she shall be entitled to vote on any matters before the Board of Directors.
Article 7 – Executive Board
- The Executive Board shall manage the day-to-day affairs of the Association and shall be comprised of the following officers: a President, Five Vice-Presidents, Secretary and a Treasurer. Members of the Executive Board shall be elected for a term of two years and shall serve until his or her successor has been elected and installed in office. Any officer elected or appointed may be removed only by vote of the General Membership; however, their authority to act as an officer may be suspended by the Board of Directors for cause. The Executive Board may authorize the creation of special committees whose members will be appointed by the President of the Association. These committees serve at the pleasure of the Executive Board.
- The responsibilities for each elected office are as follows:
President: The President is expected to preside at all meetings, whether of the Executive Board, Board of Directors or general membership meeting and is obligated to report at each meeting on the condition of the Association. He/she is further expected to ensure that all records, books, reports and statements are properly kept and filed according to the law. The President may appoint and remove, employ and discharge all servants, agents and employees of the Associationand fix their compensation subject to the approval of the Board of Directors. It is the President’s responsibility to enforce the organization’s by-laws.
ii. Vice Presidents: The Vice Presidents shall assist the President in the administration and operation of the Association and shall perform such duties and responsibilities as may be delegated to them by the President. In the event that the President is disabled, incapacitated or unable to perform his/her duties, the remaining members of the Executive Board shall select one of the Vice Presidents to assume all the duties and responsibilities of the office of President until such time as the President is no longer disabled or incapacitated or, until the next election.
iii. Secretary: The Secretary shall make and keep minutes of all the meetings whether meetings of the Executive Board, Board of Directors or General Membership. He/she shall also be the custodian of the corporate seal, and shall maintain membership records, give and serve all Association notices, maintain attendance records and ensure that all the requirements pertaining to office eligibility are met and attend to all the Association’s correspondence. Notwithstanding the foregoing, the President may delegate the foregoing duties to other members of the Executive Board and/or to any agents or employees of the Association.
iv. Treasurer: The Treasurer shall have the responsibility to manage all fiscal matters of the Association, including, but not limited to maintaining proper records of all disbursements, i.e., all checks, drafts bills, warrants and orders for payment and to exhibit same at the request of any Board members. It shall be the responsibility of the Treasurer to bill and collect the Association’s membership dues and any and all monies paid to the Association and to maintain all the funds and securities in a depository designated by the Board of Directors.
- No person shall be eligible to serve as an officer of the Association unless such person has satisfied the following criteria.
The General Member with whom such person is employed or affiliated has been a member in good standing of the Association for at least one year.
ii. Such person is an officer, shareholder, principal, partner, member and/or employee of a General Member.
iii. Such person has had at least one year of service as a member of the Board of Directors of the Association, having attended at least 50% of the meetings of such body.
- Upon conclusion of his/her term as President of the Association, a former President of the Association shall no longer be eligible for election to any position on the Executive Board of the Association. Such former President may, by invitation of the President, attend meetings of the Executive Board and offer counsel and advice to the Executive Board, however he/she shall not be entitled to vote on any matters before the Executive Board.
- No person may serve as President of the Association for more than three two-year terms. Such person shall thereafter, no longer be eligible to serve on the Executive Board of the Association. The President in office on the date of the enactment of these By-Laws shall be eligible to be nominated and elected for only one additional two-year term.
Article 8 – Removal of an Officer or Director for Cause
- The removal of an officer or Director for cause shall be predicated upon grounds that said officer or Director is guilty of malfeasance or misfeasance in office, or upon grounds that such officer or Director has engaged in conduct, behavior, actions or practices, whether in the conduct of his or her business or otherwise, which is averse to the best interests and ideals of the Association.
- Proceedings to remove an officer or Director for cause shall occur as follows:
Charges setting forth the alleged conduct of such officer or Director shall be set forth in writing and signed by no less than ten members of the Association which shall be filed with the Secretary or Executive Director of the Association. Within thirty days after Association’s receipt of such charges, the Board of Directors shall meet to consider such charges, to take such evidence or testimony as it deems necessary, and to make a determination on the status of such officer or Director as in its sole discretion it deems appropriate.
Article 9 – Vacancies on the Executive Board of the Board of Directors
- Vacancies on the Executive Board of the Board of Directors through resignation or otherwise must be promptly filled by a candidate approved by a majority vote of the Executive Board. The newly appointed member of the Executive Board of Board of Directors will remain a member of the Executive Board or Board of Directors until the next election.
Article 10 – Nominating Committee & Election Procedure
- Not less than 90 days prior to the date fixed for the election of officers and directors, the President shall convene a meeting of the Board of Directors. At such meeting, the President shall submit to the Board of Directors a list of up to seven (7) proposed candidates for appointment to a Nominating Committee. The Board of Directors shall give consideration to those candidates proposed by the President as well as to any other candidates the Board of Directors may deem appropriate. The Board of the Directors, by vote of the Board, shall then select either 5 or 7 persons to constitute a Nominating Committee. No person may be a member of the Nominating Committee unless such person is a member of the Association in good standing or an officer, director, shareholder, member or employee of a member of the Association in good standing.
- The members of the Nominating Committee selected by the Board of Directors shall meet, and as their first order of business, they shall select from amongst their members, on individual to serve as Chairman of the Committee.
- Prior to the Nominating Committee commencing its deliberations, the Chairman of the Nominating Committee shall give notice to the membership inviting the membership to submit, in writing, proposed candidates for positions as officers and members of the Board of Directors. The Nominating Committee shall then offer all proposed candidates as well as any other candidates the Nominating Committee may wish to consider, an opportunity to be interviewed by the Committee. The Nominating Committee shall be free to consider and select any persons they, in their sole discretion, deem qualified for positions on the Association’s Executive Board and Board of Directors.
- The Nominating Committee, by majority vote of its members, shall then select a slate of candidates for positions as officers and members of the Board of Directors.
- The Nominating Committee will then propose that slate of candidates as officers and Directors for presentation at the next election meeting of the Association.
- In order to promote diversity of opinion and experience, the Nominating Committee shall be required to select at least one new member to the Executive Board in each two-year election cycle.
- The Nominating Committee shall be required to submit its proposed slate of candidates in a notice sent to the membership at least 30 days prior to the date of the scheduled election meeting. Should any general member wish to submit an independent nomination for any position as an officer or Director of the Association, he/she shall be required to submit the name of such person in a written petition signed by at least twenty (20) percent of the general membership designating the nominee and the office for which he/she is being proposed. The completed petition must be received by the Association’s Secretary or Executive Director no more than 10 days after the date on which notice of the Nominating Committee’s proposed slate of candidates has been given to the membership.
- At the meeting held for the election of officers and Directors, the names of those individuals designated by the Nominating Committee as well as those qualified independent candidates will be placed in nomination and submitted to the general membership to be voted on. Officers and Directors shall be elected by a plurality of votes cast, providing a quorum is present at the meeting.
Article 11 – Insurance
- The Executive Board shall have the power to purchase and maintain insurance to indemnify the Association for any cost or expense resulting from the Association’s obligation for the indemnification of Directors, officers and/or employees. The Executive Board shall also have the power to purchase and maintain insurance to indemnify its Directors, Officers and/or Employees in instances where they are entitled to be indemnified by the Association as well as insurance to indemnify Directors, Officers and/or Employees in instances where they are not otherwise entitled to be indemnified by the Association.
Article 12 – Order of Business
- Roberts Rules of Order shall govern the order of business at all meetings of the Association, the Board of Directors and the Executive Board unless otherwise determined by a majority vote of the voting members present at a meeting. All questions of parliamentary procedures at any meeting are to be governed by Roberts Rules of Order. The Chair shall decide any questions as to the priority of business without debated in accordance with Roberts Rules of Order. The President, and in his absence a Vice President designated by the President shall serve as the Chairman of all meetings. In the event of any conflict between one or more provisions of these By-Laws and a provision or provisions of Roberts Rules of Order, the provision or provisions of these By-Laws shall be controlling.
Article 13 – Executive Director
- The Association shall be authorized to engage the services of an Executive Director who will be responsible for the administrative and day to day operation of the Association and may be salaried by the Association. The Executive Director will be responsible to the Board of Directors and the Executive Director shall perform such duties as may be assigned by the President.
Article 14 – Accountants and Attorneys
- The Association shall be authorized to engage the services of an Accountant to be responsible for overseeing the financial books and records of the Association and for preparing and filing all required tax returns.
- The Association shall be authorized to engage the services of an Attorney or General Counsel who shall be responsible for providing legal advice and representation to the Association.
Article 15 – Membership in the International Diamond Manufacturers Association.
- The Association shall maintain a membership in the International Diamond Manufacturers Association, and any such other industry organizations and associations as the Board of Directors may deem appropriate.
Article 16 – Advisory Board
- The President shall be authorized to establish and maintain an Advisory Board which shall be comprised of distinguished and experienced individuals who interact with the diamond community on a regular basis and shall include leaders from the banking, insurance and accounting industries, organizations serving the diamond community on diamond grading, credit reporting and compliance, as well as America’s jewelers. The Advisory Board may also be comprised of prominent members of society.
- The Advisory Board shall meet periodically and shall be serve as a “think tank” for the Association. The Advisory Board shall offer guidance to the Association with ideas and proposals on how to address current and future challenges facing the Association and the diamond industry.
Adopted this 9th day of August, 2010
By: s/ Jay Greenberg