Constitution of the International Colored Gemstone Association
In order to form a global association that is dedicated to the research and enhancement of knowledge, along with the promotion about natural colored gemstones, with the intention to establish closer international communications between miners, cutters, wholesale dealers, manufacturers, laboratories and retailers, to work in cooperation with industry related international organizations engaged in this industry, do hereby establish this Constitution for the International Colored Gemstone Association and institute this Constitution as a guiding document to define its purpose and provide the authority of governance thereof.
The name of the organization shall be the International Colored Gemstone Association.
The INTERNATIONAL COLORED GEMSTONE ASSOCIATION (also known as ICA) is duly registered with the Federal Government of the United States of America as an international non-profit organization serving the colored gemstone industry, and its duration is unlimited.
This association is organized for the general purposes stated hereafter:
• To promote the understanding, appreciation and sale of colored gemstones throughout the world.
• To address technical and promotional uses related to the colored gemstone industry.
• To research, create, and/or subsidize incentives for scientific solutions to problems involving colored gemstones.
• To establish closer international communication between miners, cutters, wholesale dealers, manufacturers, and retailers, also to work in cooperation with industry related international organizations.
• To work closely with laboratories and organizations, whose concern with rules and nomenclature affect us all.
• To publish and disseminate a magazine that will include original research and shared expertise in the fields of mining, lapidary, marketing, ethics and promotion.
• To promote a series of biennial congresses at which miners, dealers, and cutters will attend organized seminars, engage in informal social contact and ultimately gain a broadened understanding of each other’s accomplishments and needs.
• To maintain and perpetuate the highest ethical standards among members throughout the global supply chain.
• To be an authority to the world on any subject involving colored gemstones.
• To address any broad issues that may occur or affect the global colored gemstone industry.
Through the above mentioned objectives, it is the intention and purpose of ICA to protect the natural colored gemstone and related industries along with the ultimate consumer from fraud, abuse, misrepresentation and deceptive advertising.
The Association shall be governed by a Board of Directors elected by the membership, except in special circumstance that may be prescribed by the Board such as vacancies or other exceptional circumstances such as special membership categories created by the Board for the purpose of furthering the cause of improving the governance structure. In the case of vacancies it shall be filled by the president – with advice and consent of the executive committee. The person so chosen shall hold office to finish the term of the person removed.
The officers of the board shall be elected by the board of directors Committees shall be created and dissolved as needed and appointed by the executive committee comprised of the president and one or two vice presidents, one or two secretaries and treasurer. Duties of the Board of Directors will be prescribed within the context of the Bylaws.
The corporate powers, oversight of management, and control of the legal and budget approval of the Association shall be vested in and exercised, conducted and controlled by its Board of Directors. However, the administration and operations of the Association activities will be divested to the Executive Director who will be employed by the Board of Directors and is accountable to the Board of Directors. The Board of Directors is thus empowered to employ an Executive Director, who in turn will employ a staff. Duties and authority of the Executive Director will be prescribed within the context of the Bylaws.
The Board of Directors will assume the responsibility of establishing and advocating the strategic and policy direction for the Association in conjunction with advice and counsel by the Executive Director. The Board of Directors is authorized to create a Foundation for the purpose of raising funds for the education and research which will improve the available information that enhances the Objectives of this Association. Likewise the Board of Directors is authorized to create any subordinate organization that enhances the goals of the Association and the needs of its members. Any such organization(s) should be duly qualified under the United States Internal Revenue Service’s Code to qualify as not-for-profit and for-profit organization respectively.
The Board of Directors shall have the power to fix and locate, from time to time, the office or offices of the Association, and to adopt, make use of, and alter the corporate seal.
The Board of Directors shall have the power to incur indebtedness for the purposes for which the Association was organized but is expected to employ sound fiscal management best practices in the course of financial affairs.
The Board of Directors shall have the power to generally do and perform any act that may pertain to the relevant powers associated with a Board of Directors.
The Board of Directors shall adopt and publish an ICA Code of Ethics for the membership, amendable at will. Such Code may include sanctions for violations after a due process, created by the Board of Directors, is fully adjudicated. Sanctions may not be retroactive but may include expulsion for egregious violations.
The Board of Directors shall adopt Bylaws, not inconsistent with applicable federal, state and local laws or this Constitution, which shall outline more specific details of policy and processes that will assist in the governing process. All governance functions not specifically enumerated within this Constitution may be incorporated into the Bylaws of the Association by the Board of Directors and may be amended thereto as the Board may determine is important and necessary.
The Board of Directors shall ensure the safekeeping of assets of the Association within the Executive Office under the control of the Executive Director. The definition and details of the Association's assets will be clarified in the Bylaws.
The Board of Directors is vested with the authorization for creating membership categories, eligibility requirements, dues and other characteristics affecting membership related qualifications through Bylaws which will be periodically modified by the Board on an as-needed basis. Generally, founding and regular membership shall be made up of persons whose primary business is concerned with mining, cutting, or wholesale distribution of natural colored gemstones.
The Board of Directors may propose to amend this Constitution in whole or in part at any duly organized Board of Directors meeting if the established quorum is met as stated in the Bylaws. The membership can likewise submit a proposal to amend, appeal, or alter this Constitution, in whole or in part, if 30% of the membership signs a petition which supports bringing the motion to a vote.
A ballot for the proposed change shall be sent via mail, fax or email to the last recorded address of each member eligible to vote; such ballot must be returned to the executive director within thirty days of mailing. A two-third majority of the founding and regular members voting in favor of such proposal will affect the change.
The Board of Directors holds the authority to change and amend the Bylaws of the association as described in the Bylaws.
In the event of the dissolution of this Association, the assets shall be distributed to one or more educational institutions and/or non-profit organizations in such proportions and manner as may be determined by the existing Board of Directors at the time of dissolution, after current liabilities and claims have been addressed to the satisfaction of the claimants through the process of arbitration, or if no claimants, the Court of jurisdiction. The recipients may receive the assets of the dissolution as prescribed by the Board of Directors provided such receiving organizations or institutions exist for the furtherance of education in gemstones or for the elevation or maintenance of the ethics among dealers in gemstones.