Bylaws of International Colored Gemstone Association

Article I: Name and Location

Section 1: Name and Location

The name of this organization shall be INTERNATIONAL COLORED GEMSTONE ASSOCIATION (also known as “ICA” or the “Association”) and is duly registered with the Federal Government of the United States of America as an international non-profit association and is registered as such in the State of New York.

Section 2: Offices

There are currently two offices of ICA. One is located in New York, New York, USA, the other in Hong Kong. ICA may have other such places of business as the Board of Directors may from time to time determine or the business of the Association may otherwise require.

Article II: Objectives

Section 1: Objectives

The objectives of ICA shall be to engage in any lawful act or activity for which non-profit entities may be organized and registered in the United States of America according to the law thereof, and as may specifically set forth in both the Bylaws and/or in its Constitution, as applicable.

Article III: Membership

Section 1: General Membership Provisions

Specific classes of membership shall be determined by the Board of Directors. 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. Policies governing eligibility and participation of members shall be determined by the Board of Directors. The Board of Directors may also classify members based upon such reasonable and uniform criteria as it may decide from time to time.

Section 2: Classifications of Membership

There shall be six (6) classifications of membership. This does not preclude the establishment of other groups or subgroups in order to serve a specific purpose. The qualifications for membership for each classification shall be:

A. FOUNDING MEMBERS

Those persons who initiated this Association and assumed its financing up to December 31, 1984 by means of special contributions are the sole persons who have the right to be known as Founding Members.

B. REGULAR MEMBERS

Any person principally engaged in mining, cutting, or wholesale distribution of natural colored gemstones for at least two (2) years, immediately preceding application, shall be eligible for Regular membership.

Applicants are encouraged to be members of a local national association(s) if available, before applying to ICA. Applicants are required to have three references, two (2) of whom must be members of ICA.

C. SENIOR MEMBERS

Members sixty-five (65) years old and retired from business may qualify for Senior Member status. The yearly dues will be one half (1/2) of the regular membership fee.

D. HONORARY MEMBERS

Any person who has made a meaningful contribution to the growth and/or improvement of the natural colored gemstone industry may be so designated by the Board of Directors as an Honorary Lifetime Member. No more than two honorary members shall be selected in any given calendar year. Membership in this category will have no voting rights.

E. ASSOCIATE MEMBERS

This category shall consist of geologists, gemologists, representatives or journalists of trade publications, representatives of national associations, government agencies, educational institutions, and museums. Also included are jewelry retailers and manufacturers, and companies that provide support services to ICA, i.e. shipping, insurance, customs brokerage, etc. Associate Members will have no voting rights.

F. JUNIOR MEMBERS

Persons under the age of thirty (30) as of 31st December, in the year they apply for membership, who qualify as regular members or associate members may, if they so choose, apply for membership in this class. For this class of membership the entrance fee shall be waived, and dues shall be fifty percent (50%) of that for regular membership. Persons applying for junior membership status shall designate whether they wish to be Junior Regular or Junior Associate Members. Election and probation shall be the same as for the regular and associate members. The year the junior member attains the age of thirty (30), the dues requirements shall become as normal for those of the equivalent membership class.

Section 3: Membership Approval

Approval of members:

A person seeking membership in this Association must submit a written application to the Executive Director or, if none, to the President, which application shall be referred to the Board of Directors. If the application is favorably passed upon by the vote of at least two-thirds of the voting Board members, such applicant shall become a member.

Six-month probation period:

Upon acceptance of the above, every new member’s name will appear in the publication of this Association. If acceptance of membership is objected to by any member during a period of six (6) months, the application will be resubmitted for evaluation.

Section 4: Discrimination

Membership shall not be denied on the grounds of race, creed, color, sex or religious belief.

Section 5: Voting Privileges

Only regular and founding members shall have full voting privileges. No voting member shall cast more than one vote on any given proposal.

Section 6: Dues and Fees

Dues are to be considered allocable to the following categories:

A. Regular annual dues

The Board of Directors shall approve a budget that corresponds to the ICA Marketing Plan, Services and Objectives. As such the Board of Directors shall consider the schedule of dues appropriate to all classes of membership to support the level of service commitment desired and needed by the members and the industry.

Dues shall be invoiced for a period of one (1) year. Invoices shall be sent at least ninety (90) days prior to the due date and shall be payable between January 1st and February 28th of each year. Any member who fails to pay his/her dues by February 28th of that year will be sent an official letter informing them of their obligation to bring their dues current. Six weeks from the date of the first official letter, a second letter will be sent warning them that their privileges of membership will be revoked as of June 30th. Effective June 30th, such members will be officially notified that their membership has been terminated; they will be required to cease and desist from using the ICA logo on all commercial
documents, advertising and promotional materials. Such members shall have to reapply for membership in the Association and will be required to pay the entrance fee applicable at the time of re-application.

B. Special Assessment Dues:

Special assessment dues instituted for specific actions are at the disposition of the executive committee or its representatives.

C. Sponsorship

Donations raised will go into a ‘Special Fund’ as specified by the executive committee.

D. Other Revenues and Exemptions

Proceeds from any other revenue sources are at the disposition of the executive committee or its representatives.

Entrance fees: Regular and associate members shall pay an entrance fee in such amount as may be specified by the Board of Directors. Family members, partners and employees of an ICA member in the same company will be exempt from paying entrance fees.

Honorary members and honorary founding organizers exemption: Honorary members and honorary founding organizers shall be exempt from payment of dues and fees.

Section 7: Termination of Membership

The Board of Directors may, upon the recommendation of a committee or on its own initiative, suspend or terminate any membership it deems to be detrimental to the best interest of the Association. The Board of Directors by a 3/4 majority vote of a 2/3 quorum of the total Board of Directors may terminate the membership of any member. Notice of such suspension or termination shall be given in writing at least thirty days prior to the effective date, with a statement that the action is taken for a cause and specifying the cause. The member so suspended or expelled shall not be relieved of any existing liability to the Association. A suspended or expelled member is entitled to a hearing before the Board of Directors. Request for such a hearing must be made in writing, by certified mail or EMS postal, to the president of the Association after receipt of suspension or termination and up to thirty days after such suspension or expulsion.

Upon receipt of such a request, the president will schedule a hearing at the next regularly scheduled Board of Directors’ meeting and advise member(s) at issue of the date, time, and place. Failure of the member(s) in question to appear at the scheduled hearing shall be considered sufficient grounds to uphold the suspension or expulsion.

The member thus suspended or expelled still conserves the right to be heard by the next General Assembly and to request the latter to resolve upon his/her suspension or expulsion. The request for such a hearing must be made in writing to the president within thirty (30) days of the Board of Directors’ decision.

Section 8: Membership Assessment and Transferability

Membership in the Association shall be non-assessable and non-transferable except through the official processes established for that purpose.

Section 9: Original Rights/Privileges

No amendment to these Bylaws which changes criteria definitions or classes of membership shall affect the membership rights of one who is a member in good standing at the time any such amendment is adopted. A member shall continue to enjoy the privileges of the class of membership to which he/she joined the Association, if that is their preference, as long as such member continues to meet the criteria and definitions of that class of membership which are in effect at the time he/she joined the Association.

Section 10: Resignation of Membership

Any member may resign from the Association by giving written notice to the Executive Director or President, but are still liable to paying all dues to the end of that calendar year. Membership dues regardless the date of resignation are non-refundable.

Article IV: Board of Directors

Section 1: Members/Officers

The property, affairs, activities and concerns of the Association shall be vested in a Board of Directors which shall consist of at least twenty-three (23) members, which includes the Immediate Past President and the Executive Director, who shall be non-voting members of the Board of Directors. A country must have twenty (20) members in order to have one Director on the ICA Board, and at least fifty (50) members to have two Directors, and no country shall have more than two Directors on the Board at one time. The members of the Board of Directors shall upon election immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected.

All Directors shall serve without compensation except for expense reimbursement for officially specified meetings or affairs of the organization. The officer(s) and/or member(s) of the Board shall receive such compensation as the Board of Directors may from time to time determine.

Each Director shall perform his duties in good faith. Each Director shall execute all his or her duties through the use of the standard as to what in the Director’s opinion is in the best interests of ICA, provided that in making all decisions, a Director shall utilize such reasonable care and inquiry as a reasonably prudent person in a like situation would employ.

The Officers of the Association shall be the President, First Vice-President, Second Vice-President, Secretaries, Treasurer, and Executive Director.
The president has the right to nominate up to three (3) non-voting members to sit on the Board of Directors.

Section 2: Election of Board of Directors and Term

Member countries with a minimum of twenty (20) voting members are required to hold an internal election to choose a representative to the Board of Directors. Countries with less than twenty (20) members can make recommendations to the Board for representation; the decision to accept the recommendation will be made by the current Board of Directors.

At the biennial membership meeting next held there shall be a ratification of the election of Directors. The elected Directors have thirty (30) days to choose the President. The appointment of Officers by the president is outlined in Article IV, Section 4.

Directors shall serve a term of two years. A Director, if not elected president, cannot serve more than two consecutive terms, the second of which is four years. After serving two terms, totaling six years, a Director must step down for two years before running for election again.

Section 3: Duties and Powers of Board of Directors; Delegation

The Board of Directors shall (1) be responsible for the general governance of the affairs of the Association, (2) admit, suspend, or expel members, (3) appoint committees on particular subjects from the members of the board or from other members of the Association, (4) engage and discharge the Executive Director of the Association and fix her/his compensation and benefits; (5) audit invoices and authorize disbursement of the funds of the Association, except where authorized by the Board of Directors, the Executive Director shall have the power to incur and pay from funds of the Association obligations for current operating expenses, and (6) carry into execution such other measures as it deems necessary and desirable to promote the objectives of the Association and the interest and welfare of the members.

The Board of Directors will exercise all of the powers to do such lawful acts, which are not prohibited by these Bylaws or the Constitution of ICA.

In case of the absence of any officer of the Association, or for any other reason that the Board of Directors may deem sufficient, the Board may temporarily delegate the powers or duties, or any of them, of such officer to any other officer or to any other Director, by the vote of at least two-thirds of the voting Board members. Such temporary delegation may not last longer than thirty (30) days.

Section 4: Conflict of Interest

Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. The rules and regulations governing the Board of Directors are set forth in its entirety in the Code of Conduct - Board of Directors manual.

Section 5: Appointment of Officers and Term

The president shall nominate the Executive Committee of the Association for approval by the full Board. All of the officers shall be members of the Board of Directors. Aside from the president, the Executive Committee shall consist of a first and second vice-president, two secretaries and treasurer. The president may appoint one other Board member to serve on the Executive Committee.

Those elected shall serve a term of two years. A Director, if not elected president, cannot serve more than two consecutive terms, the second of which is four years. After serving two terms totaling six years a Director must step down for two years before running for election again.

An officer or a Director may be elected president after serving as a Director for two consecutive terms, totaling six years. The president will be elected by the Board of Directors for a term of two years and may serve a maximum of two terms in succession totaling four years.

The president, after completing one or two terms, assumes the position of Immediate Past President of the Association.

Section 6: Duties of Officers

The duties and powers of the officers of the Association shall be as follows:

A. PRESIDENT

The president shall preside at the meetings of the Association and of the Board of Directors and of the executive committee, and shall be a member ex-officio, with the right to vote, on all committees. He / She shall also, at the annual meeting of the Association and such other times as he/she deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in his/her opinion tend to promote the prosperity and welfare and increase the usefulness of the Association.

No person shall serve for more than four consecutive years as president.

B. VICE PRESIDENTS

The first vice president shall serve as vice chairperson of the Board of Directors. The first vice president shall be appointed by the president with the consent of the Board of Directors.

In the absence, disability or death of the president, the first vice president shall perform the duties of his/her office. The second vice president shall assume the duties of the first.

C. SECRETARIES

The two secretaries shall serve as recording and corresponding secretaries of the Board of Directors. The secretaries shall keep a full and complete record of the proceedings of meetings of the membership and Board of Directors, and shall forward copies of same to all Board members and to the Executive Director for permanent filing. Copies of the minutes of Board meetings are available upon request from any member in good standing from the head office and will be supplied by the Executive Director. The secretaries shall keep a full and complete listing of all members by member classification and by country, and shall forward copies of same to all Board members and to the Executive Director upon written request. The secretaries shall cause notices of all meetings to be served, as prescribed in these Bylaws or by statute.

D.TREASURER

The treasurer shall oversee the keeping of all funds, accounts and books of the Association and shall cause the same to be reviewed once each year by the Board of Directors. The Board of Directors will determine the need for auditing. The treasurer shall at all reasonable times exhibit the Association’s books of accounts to the officers and Directors of the Association.

In addition to the duties specified, the officers of the Association shall perform all other duties normally incident to their offices. Each officer of the Association shall perform his duties in good faith. Each officer shall execute all his or her duties through the use of the standard as to what in the officer’s opinion is in the best interests of ICA, provided that in making all decisions, each officer shall utilize such reasonable care and inquiry as a reasonably prudent person in a like situation would employ. No officer shall take any action with the intention, or which action has the reasonable likelihood, to interfere with or otherwise frustrate the rights, duties, and powers of the Board of Directors or any other officer.

Section 7: Meetings

The Board of Directors shall have regular meetings for the purpose of electing officers and transacting such other business as may come before the meeting. Regular meetings of the Board of Directors shall be held annually without the requirement of a meeting notice, and at such other times as the Board of Directors may determine by resolution, upon prior written notice as set forth below. The president may, when he or she deems it necessary, or the secretary, or executive Director shall, at the request of at least five members of the board, issue a call for a special meeting of the Board of Directors. Notice of any additional regular meeting called by resolution of the Board of Directors and of any special meeting, shall be signed by the secretary or executive Director and shall be made to the last recorded address, e-mail or fax number of each Director at least twenty (20) days before the time appointed for the meeting. Notice of a special meeting shall set forth the time, place, and purpose of the meeting. Notice of any meeting need not be given to any Director who signs a waiver of notice before or after the meeting.

Meetings of the Board of Directors may be held at any time and at any place and any action may be taken thereat, if notice is waived in writing by all Directors.

All meetings shall be presided by a chairperson in which an agenda has been pre-determined and outlined. The general conduct of meetings shall be held in accordance to in the Code of Conduct of the officers and Board of Directors.

The Board of Directors, in advance of any meeting, may, but need not, appoint one (1) or more inspectors of elections to act at the meeting or any adjournment thereof. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the existence of a quorum, shall receive votes, ballots or consents, and shall hear and determine all challenges and questions arising in connections with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote in the best interests of the Association. Upon request by the Board of Directors, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 8: Quorum

Eleven (11) voting members of the Board of Directors shall constitute a quorum for the transaction of general business. A quorum may be established by presence in the meeting or via tele-conference. In the absence of the president and vice presidents, the quorum present may choose a chairman for the meeting. The affirmative vote of a majority of those present shall be necessary to take action. If a quorum is not met, a lesser number may adjourn the meeting to a later date. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Director.

Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing such action. Such written consents may be executed in counterparts. The resolution and the written consents thereto by the members of the Board of Directors or a committee shall be filed with the minutes of the proceedings of the Board of Directors or of such committee.

Section 9: Removal and Censure of Directors and Officers

Officers and/or members of the Board of Directors may be removed for cause by a three-fourths (3/4) vote of the entire Board of Directors duly qualified and seated. The removal or censure of a Board member may be conducted by mail, fax/email, or at a Board meeting. Cause, as used herein, shall mean a substantial breach of the duties and/or responsibilities defined by the Code of Ethics of the Officers and Directors.

Alternatively, any Officer or Director may be removed by a mail, e-mail or fax vote by a majority vote of Regular and Founding members who are active on the day of the submission of the vote. In either case, the Director or Officer in question shall be given an opportunity in person or in writing to explain and defend any accusations that have called into question his/her fitness to serve in that respective office prior to a decision by the Board of Directors or a vote of the membership. In order for the removal to be finalized the original vote to be removed from Office must be ratified by a second vote taken not less than ten (10) calendar days, but not more than thirty (30) calendar days after the first vote. An official communiqué shall be authored by the President of the Board to the Director/Officer who has been removed.

To censure a Director or Officer for his or her actions is to notify them that their actions are in direct conflict with the Code of Conduct of the Officers and Directors of the Association. A censure is to temporarily suspend the Director from his or her duties on the Board until it is determined whether to remove or re-instate the Director. An official communiqué shall be authored by the President of the Board to the Director/Officer who has been censured.

Section 10: Vacancies and Resignation

Whenever any vacancy occurs in the Board of Directors by death, resignation or otherwise, 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 or left vacant by resignation.

A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the Director failing to receive a specified vote for reelection as a Director may provide that it is irrevocable. Unless otherwise provided in the Constitution or these Bylaws, when one (1) or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the Constitution or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of Directors elected by all member countries with a minimum of twenty-five (25) voting members having the right to vote, may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director.

Section 11: Absence

Should any member of the Board of Directors absent himself/herself unreasonably from two (2) consecutive meetings of the Board within one (1) year, without sending a communication to the president or secretary stating his/her reason for so doing, or if his/her excuse should not be accepted by the members of the Board, his/her seat on the Board may be declared vacant. A letter from the President will be sent informing the Board member that his/her seat has been declared vacant.

Section 12: Indemnification of Directors and Officers

The Association shall indemnify any and all persons who may serve or who have served at any time as Directors or Officers, and their respective heirs, administrators, successors and assigns, against any and all liability and expenses, including amounts paid upon judgment, counsel fees and amounts paid in settlement before or after suit is commenced, actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they or any of them are named as parties, or which may be asserted against them or any of them, by reason of being or having been Directors or Officers of the Association, except in relationship to matters as to which any such Director or Officer or former Director or Officer shall be adjudged in any action, suit or proceeding to be liable for his/her own misconduct in the performance of his/her duties. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of Regular or Founding members or otherwise. In the event of a settlement, this indemnification shall apply only if the Board of Directors approves such settlement as being in the best interests of the Association and only if such settlement is approved by the court having jurisdiction of the action.

Subject to the other provisions of this Section 12, the Association shall have power to indemnify its employees and agents to the extent not prohibited by applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

The Association may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, Officer, employee or agent of another corporate entity, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of any applicable law.

Article V: Administration

Section 1: Executive Director

The Executive Director shall serve as the chief executive officer of the Association and implement policies and budget approved by the Board, manage the organization's programs and operations, and is the chief spokesperson of the Association. The Executive Director shall be a member ex-officio on all committees. The Executive Director shall recommend personnel policies and compensation to the Board, and is responsible for the management of all employees including hiring/termination, training, evaluation of performance, and assigning compensation/benefits. The Executive Director shall carry into execution all orders, votes and resolutions, of the board, not otherwise committed; shall be responsible for keep a list of members of the Association; shall collect the fees, annual dues and subscriptions, shall notify the officers and members of the Association of election results; shall notify members of their appointment on committees; and shall keep the seal of the Association, if one exists; make an annual report and accounting to the Board of Directors of the activities of the Association and its financial condition; conduct mail/email votes in accordance with the provisions set forth in the Bylaws; supervise and manage the publications, communications of the Association, and such other literature as shall be published and distributed by the Association; shall sign all contracts and obligations on behalf of the Association in accordance with decisions passed by the Board of Directors and have the power to incur and pay from funds of the Association obligations for current operating expenses. The Executive Director shall have charge and custody of all Association funds in collaboration with the Treasurer of the Association. The Executive Director shall be charged with the safekeeping of assets of the Association within the Executive Office.

The Executive Director and Treasurer will yearly develop a budget for the organization that will be submitted to the Board for discussion and approval prior to the beginning of the fiscal year. The Executive Director will develop the budget by communicating with the Executive Committee and individual committee chairs for determining distribution of funds. The Board will review and approve the budget.

In addition to the duties specified above, the Executive Director shall perform all other duties normally incident, as prescribed by the Board of Directors. The Executive Director reports directly and solely to the President unless otherwise stated to the Executive Committee. The Executive Director shall be a non-voting member of the Board of Directors; provided that in the event that there is a tied vote at a meeting of the Board of Directors, the Executive Director shall be charged with the power to break that tie.
If the Executive Director resigns, or is dismissed, he/she shall deliver all books, monies and other property to his/her successor or, in the absence of a new executive Director, to the president.

If no Executive Director has been appointed by the Board of Directors, his/her duties should be discharged by the secretaries and treasurer of this Association.

Section 2: Staff

The Executive Director shall, upon recommendation to the Board of Directors and subject to budget approval, employ, supervise, and/or terminate employment of all Association employees.

Article VI: Standing Committees

Section 1: Standing Committees/ Appointments

Selection of Committee Members:

The Board may designate one or more standing committees, each committee to consist of one or more of the Directors of the Association. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

All chairpersons and co-chairs of the standing committees of the Association shall be appointed by the President with the approval of the executive committee and shall serve until their successors are appointed. The President shall have the power to remove any chairperson or co-chair of a standing committee at any time, with the consent of the Executive Committee.

Board members are limited to serving on no more than three (3) committees at any one time with the exception to the President and Executive Director who serve on all standing committees as non-voting committee members. No Board Member may serve as chairperson for more than one (1) of three (3) committees he/she is currently serving.

There shall be appointments of members to various Standing Committees, ad hoc committees, and other special study groups as needed, that are chosen by the Chairperson of that committee. Committee members may be members of the Association, rather than the Board of Directors; however, the Chairperson and co-chair of all appointed committees shall be a member of the Board of Directors.

Unless otherwise provided in the Constitution, these Bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Chairperson of Committees:

The Chairperson of each standing committee must be a seated Board Member and shall appoint a committee Secretary to record the minutes. The Chairperson shall preside at all meetings of the committee, and the Secretary shall keep accurate records of all committee meetings and forward same to the Secretary of the Board of Directors and/or the Executive Director.

Duties:

The standing committees of the Association shall consider and make recommendations regarding all matters initiated by individual members or the Board of Directors concerning the subjects over which they have jurisdiction. All recommendations will be studied and evaluated by the committee, to then be presented to the Board of Directors for any decision to be made.

If the issue pertains to the Association's Bylaws it will be added to the Association’s governing Bylaws, subject to the approval of the Board of Directors. Other duties of each committee shall be determined from time to time by the Board of Directors.

Committees may act in the institution of guidelines or recommendations to the Board of Directors or staff in the performance of their respective duties. The President of the Board shall delineate whether a decision or recommendation is expected on the various issues that are to be considered and deliberated by the Committees or groups.

Section 2: Standing Committees

A. ADMINISTRATIVE COMMITTEE
B. AMBASSADORS COMMITTEE
C. BYLAWS COMMITTEE
D. COMMUNICATIONS COMMITTEE
E. CONGRESS COMMITTEE
F. DISCLOSURE COMMITTEE
G. ETHICS COMMITTEE
H. EXECUTIVE COMMITTEE
I. FINANCE COMMITTEE
J. GILC COMMITTEE
K. INCOLOR COMMITTEE
L. MEMBERSHIP COMMITTEE
M. NOMINATIONS COMMITTEE
N. TRADE SHOW COMMITTEE
O. WEBSITE COMMITTEE

Section 3: Meetings

All standing committees shall hold meetings in connection with the biennial meetings of the members, and at such other times as may be necessary, upon call of the committee chairperson or the Association president.

Section 4: Committee Quorum

A majority of any committee of the Association shall constitute a quorum for the transaction of business unless any committee shall by a majority vote of its entire membership decide otherwise.

Section 5: Committee Vacancies

The various committees shall have the power to fill vacancies in their membership, with the exception of chairpersons. Replacing the Chairperson shall be done at the discretion of the President of the Board.

Section 6: Nominating Committee/Election Process

The Nominating Committee is chaired by the Immediate Past President who will invite participation from Directors whose terms are expiring, and can also include members at-large who are not current voting members of the Board of Directors. Each out-going president shall be a member of the committee for up to four years. All members can make recommendations or nominations to the Board up to six months prior to the biennial congress. The nominating committee will make recommendations for the available positions to the Board of Directors within a minimum of six months ahead of the proposed election date.

The nominating committee shall be responsible for ensuring that a name or names recommended for nomination within each applicable country be based on the majority opinion of the local members. One-hundred-twenty days before the date of the biennial meeting of the Board of Directors the nominating committee shall notify the Secretary or Executive Director of the names of the candidates. Upon approval by the Board, the Secretary or Executive Director shall mail a list of the nominees to the last recorded address of each member with notice of the date of the meeting at the biennial congress.

Nominations for the Directors may also be made, endorsed with the names of not less than ten percent of the members of the Association, no more than fifteen percent of whom shall be from any one country, if forwarded to the Secretary at least forty-five (45) days prior to the biennial meeting of the Association.

The nominations committee shall also nominate candidates for president and shall notify the Secretary or Executive Director in writing of the names of such candidates at least forty-five (45) days prior to the biennial meeting of the Board of Directors. The President-elect shall recommend to the Board his slate of Officers for their approval.

Article VII: Ambassadors

Section 1: Defined and Purpose

In order to create stronger lines of communication between the Directors, Members, the press and trade-related organizations, a member from each country shall be appointed ICA Ambassador by the President for the purpose of being ICA’s official spokesperson in their countries and assume the role as defined in the manual of Ambassador Roles & Responsibilities.

Section 2: Nomination, Appointments, Terms

At least four (4) months prior to the biennial meeting, the Executive Director shall send each member a nomination ballot for Ambassador from their respective country. Each member shall nominate one person. The Board of Directors will analyze the ballots and the President shall appoint one person Ambassador from among the three persons receiving the most votes in each country, with the advice of the Board of Directors. The term shall be two years. At the discretion of the President, Ambassadors may be re-appointed for an additional two years. From those re-appointed, the President shall appoint an Executive Ambassador, with the advice and consent of the Board of Directors. Those who have served two terms as Ambassador must step down for two years before re-appointment, unless otherwise determined by the President. In the event vacancies occur, the President shall appoint a replacement for the duration of that Ambassador’s term, with the advice of the Board of Directors.

Section 3: Duties

Ambassadors shall work closely with the Executive Ambassador, the President, the Board of Directors and Executive Director to coordinate activities within their countries as they relate to the stated objectives of the Association. They shall disseminate information of importance to the Board of Directors through the Executive Office. They shall also assist the Executive Office as required, coordinating the Association’s functions and ensuring members are aware of events and issues. Ambassadors shall be ICA’s official spokesperson in their countries and as defined in the Ambassador Roles & Responsibilities manual.

Article VIII: ICA GemBureaus

Section 1: Defined and Purpose

ICA GemBureaus can be established by the Board of Directors within any member country for the purpose of promoting colored gemstones, increasing membership, organizing networking events among local, members, and coordinating with local associations and organizations.

Section: 2 Duties

ICA GemBureaus shall work closely with the President, the Board of Directors and Executive Director to coordinate activities within their countries as they relate to the stated objectives of the Association. They shall disseminate information of importance through the Executive Office. They shall also assist the Executive Office as required, coordinating the Association’s functions and ensuring members are aware of events and issues. The guidelines for the role and responsibility for the ICA GemBureaus are defined in the ICA GemBureau Manual.

Article IX: Meetings of Members

Section 1: Biennial Meeting of Members

There shall be a membership meeting every two years for the election of members of the Board of Directors and for receiving the biennial reports of Officers, Directors and committees, and for the transaction of other business. The date and place of the meeting shall be fixed by the Board of Directors. Notice of the meeting, signed by the Executive Director or Secretary, shall be mailed, faxed or emailed, except as herein or by statute otherwise provided, to the last recorded address of each member at least thirty days and not more than ninety days before the time appointed for the meeting.

It is contemplated that the biennial meeting to be held in odd numbered years will be held at the same time and place as the Association’s biennial congress, at which there will be programs and speakers of general interest to the membership. Consecutive biennial meetings shall not be held in the same country.

Section 2: Special Meeting of Members

Special meetings may be called by the Board of Directors or the executive committee at their discretion. Upon the written request of at least ten (10) percent of the members, no more than one half (1/2) of whom shall be from any one country, the Board of Directors shall call a special meeting to consider a specific subject. Notice of any special meeting is to be given in the same manner as for the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the members of the Association.

Section 3: Notice of Meeting of Members

Notice of any meeting of the members shall be given by mail, email or fax, to each individual member of the Association at the address shown for such member in the records of the Association, at least thirty days (30) prior to the date of such meeting. Publication of such notice in the official publication of the Association or any official special publication shall be deemed as sufficient notification.

Section 4: Quorum

Attendance of a least one-third (1/3) of the regular and founding members shall constitute a quorum at any meeting of the members, providing that one third (1/3) or more of such quorum does not consist of members from any one country. The affirmative vote of two-thirds (2/3) of those present and eligible to vote shall be required to take any action.

Section 5: Procedure

The President of the Board shall preside at all meetings of the members of the Association unless he/she is absent in which case the First Vice-President will preside.

Section 6: Proxies

The ICA does not recognize proxy voting at any time for any reason.

Article X: Mail, Email & Fax Voting, and Telephone Meetings

Section 1: Voting

Whenever it shall be necessary to conduct a vote on any matter, by the Board of Directors, any ICA Committee, or the membership of the Association and it is deemed impractical to call a physical meeting, the vote may be taken by mail, email, fax, or by telephone and the action taken considered definitive and official.

A vote by the general membership can be conducted via mail, email, fax, or in a General Assembly.

Section 2: Mandatory Mail Voting

Mail, email, or fax voting by the Founding and Regular members shall be mandatory on all proposals to amend the Constitution or for the removal of any Officer or Director.

Section 3: Call for Mail Vote

A call to amend the Constitution can be conducted at the direction of the President of the Board, at the request of a majority of the members of the Board of Directors sent via mail, email or fax to the Founding and Regular members.

Section 4: Quorum

The response of a least one-third (1/3) of the regular and founding members shall constitute a quorum for any mail, email, or fax vote, providing that one third (1/3) or more of such quorum does not consist of members from any one country. The affirmative vote of two-thirds (2/3) of the quorum shall be required to take any action.

Section 5: Procedure

Ballots for a vote shall be sent out via mail, email, or fax, to the Founding and Regular members of the Association and shall be returned to the Executive Office on or before the date specified. Voting procedures are outlined in the ICA Procedures Manual.

The Executive Director shall be responsible for compiling and recording the results of the balloting and shall cause a report of the results to be made to the Board or Committee, and the membership in an official communication of the Association. Each mail ballot must be signed by the member of record that is voting.

Article XI: Finance

Section 1: Fiscal Year

The fiscal year for ICA shall be the same as the calendar year unless the Board of Directors shall otherwise direct.

Section 2: Bonding

The appropriate bonding securities shall be furnished by ICA for the Executive Director designated by the Board of Directors as the official signatory for any financial transactions or fiduciary responsibilities.

Section 3: Budget

The Board of Directors, in advance of the next fiscal year, shall adopt an annual operating budget covering activities, services and identifying the corresponding revenue sources. The budget shall be accompanied by a report detailing the allocation of funds and staff resources dedicated to the programs and services offered by ICA.

Section 4: Audit

The financial accounts and financial management of the funds of ICA shall be audited not less than annually by a certified public accountant, who shall be approved by the Board of Directors. The auditor shall provide to the Board of Directors a report inclusive of a Management Letter not more than ninety (90) days following the completion of each fiscal year or otherwise agreed upon by the Board of Directors.

Article XII: Rulings and Recommendations

Section 1: Definition

Regulations for the business ethics of the Association members and for utilization of the Association privileges and property, shall be designated as Rulings and Recommendations. Regulations for the conduct of the Board of Directions shall be designated as a Ruling.

Section 2: Rulings

Rulings of the Association shall be binding upon all its members, and violation of any ruling may be considered as grounds for expulsion from membership. Rulings shall be codified and modified periodically as the Board of Directors see need. Exceptions may be made if the laws of a particular country conflict with these rules. Rulings shall be known as:

a. Code of Ethics - Membership
b. Code of Conduct - Board of Directors
c. Policy and Procedure
d. Ambassador Roles & Responsibilities
e. ICA GemBureau Manual

Section 3: Recommendations

Recommendations of the Association shall not be binding upon its members.

Article XIII: Amendments and Dissolution

Section 1: Amendments

Amendments to these Bylaws can be made by the Board of Directors achieving an absolute 3/4 vote of a 2/3 quorum of entire voting Board, in a meeting called with an agenda posted at least ten days in advance, except for those Bylaws that require a more rigorous vote.

Section 2: Dissolution

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.

Article XIV: Miscellaneous

Section 1: Political Activities

ICA shall not contribute any of its funds, earnings or property or provide any services for any political candidate, committee, party or organization.

Section 2: Contractual Services

The Executive Director is authorized to enter into various contracts consistent with the applicable budget for the services or products deemed necessary to carry out programs and other activities of the Association. There shall not be any contractual arrangement between the ICA and any member of the Board of Directors.

Section 3: General Counsel

For the purpose of legal representation and counsel, the Board of Directors shall appoint licensed attorney(ies) to serve as the Association’s General Counsel or Co-Counsel. The scope of work for basic services shall be at the discretion of the Executive Director. The Counsel will act as primary legal advisor for the Board of Directors but will be engaged in other legal matters of an administrative nature when applicable.