I. NAME: The name of this not-for-profit Association shall be the International Diamond Manufacturers Association, which may be abbreviated as “IDMA.” IDMA maintains its permanent office address in Antwerp, Belgium.
II. PREAMBLE: The International Diamond Manufacturers Association (IDMA) was established to advance the diamond industry’s best interests worldwide. Its member organizations were drawn together to achieve their common goal of ensuring the future of diamond manufacturing and achieving excellence and sustainability in their profession.
III. GOALS: IDMA’s goals are:
1. To foster and promote the highest industry standards of honesty, integrity, and best practices worldwide.
2. To boost consumer trust and confidence in and demand for diamonds.
3. To advance fair practices and reasonable working conditions for all workers throughout every sector of the international diamond industry
4. To promote full legal compliance by all industry members
5. To defend and advance social responsibility, human rights, and economic advancement worldwide
IV. MEMBERSHIP: IDMA membership comprises associations worldwide, the members of which shall be engaged in the manufacturing or distribution of rough or polished diamonds.
V. ADMISSION TO MEMBERSHIP:
- Only diamond industry organizations shall be admitted to membership. IDMA membership shall be open to any diamond industry organization, the members of which manufacture or distribute rough or polished diamonds and whose purposes, goals, and objectives are consistent with those of IDMA.
- Any diamond industry organization wishing to become an IDMA member shall complete and submit an application in form provided by the Secretary-General. Every application shall include a statement by the applicant organization and signed by the authorized officer or officers of the applicant organization, in which they agree, both on behalf of the applicant organization and of their individual members, to fully comply with IDMA’s By-Laws and Code of Conduct as it presently exists, or as they may hereafter be modified or amended. The membership application shall be accompanied by a copy of the applicant’s by-laws and constitution, a list of its members, and the name, address, and scope of authority of its officers and board members. The application shall also include a statement of the applicant’s financial resources.
- Upon receipt of a completed membership application, the Secretary-General shall deliver copies thereof to each member organization no less than 60 days in advance of a vote taken to consider approval of such application as is required and set forth in Article V, paragraph 5.
- Any organization wishing to apply for IDMA membership shall be required to demonstrate to the satisfaction of the Secretary-General that:
a. It was legally formed in the jurisdiction of its formation and has lawfully existed for at least one year.
b. It is governed by officers or directors duly elected by the organization’s membership.
c. Its goals, objectives, and procedures are governed by a clearly defined set of by-laws or another set of regulatory documents
d. Its goals, objectives, and purposes are lawful and consistent with IDMA’s ideals and objectives.
- Acceptance into membership of IDMA shall require the approval of not less than seventy-five percent (75%) of the IDMA membership taken by vote during any general or special meeting of the membership or taken by vote conducted by the President and Secretary-General by telephone, email communication or online video conference with the member organizations.
VI. TERMINATION OR SUSPENSION OF MEMBERSHIP
- Membership may be terminated automatically by a member upon delivery of a formal notice to the Secretary-General of that member’s resignation.
- The membership of any member may be terminated or suspended for reasons as follows:
a. Non-payment of dues
c. Non-compliance by the member organization with IDMA’s By-laws or Code of Conduct
d. Non-compliance by any one or more members of the member organization with IDMA’s By-laws or Code of Conduct after notice to the member organization and a failure of its member or members to cease or correct such no-compliant conduct or actions within 30 days after distributing such notice.
e. For other good causes shown.
- Termination or suspension of membership other than for non-payment of dues will be determined at the next IDMA meeting by a two-thirds vote of the members present and voting. The organization whose membership is threatened with termination or suspension shall be notified by the Secretary-General at least 45 days before the next scheduled IDMA meeting and shall be entitled to appear at the meeting by representation or by submitting a written statement to defend its right to membership.
- Termination or suspension for non-payment of dues shall be determined by a majority vote of IDMA’s elected officers. The organization whose membership is threatened with termination or suspension for non-payment of all or some portion of its dues shall be notified by the Secretary-General at least 45 days before the meeting of IDMA’s elected officers held to consider such termination or suspension.
- A terminated or suspended member may be reinstated to membership by the membership. Evidence that the grounds for termination or suspension no longer exist shall be provided to the Executive Board by or on behalf of the terminated or suspended member. Such evidence shall be considered by the Executive Board and circulated to members not less than thirty days before the General Meeting at which the proposal is to be put. An Executive Board recommendation may accompany the evidence. A two-thirds majority of the members voting shall be required for reinstatement.
VII. MEMBER REPRESENTATION AT MEETINGS
- 1. Member associations shall be represented at IDMA meetings by a maximum of three delegates. Delegates shall be members in good standing of the member organization they represent. IDMA Meetings may be attended only by authorized delegates and members of the various member organizations. However, only delegates may participate in any matters under debate or discussion. Votes of a member organization shall be cast only by the president or other designated chairman of that organization, or in his or her absence, by another delegate duly authorized to vote by the president or designated chairman of that organization.
- Notwithstanding the previous, the President may permit persons other than delegates to attend all or some portions of the IDMA meetings or to participate in any matters under debate or discussion.
VIII. AUTONOMY AND OBLIGATIONS OF THE MEMBERS
- Each member association shall, to the fullest extent possible, comply with all provisions of IDMA’s By-Laws and Code of Conduct as they now exist or as they may be modified or amended hereafter. Each member association shall nevertheless retain full autonomy and right to adopt such rules, regulations, and practices, as they may believe to be in the best interests of their organization and their membership, providing same is not in substantial conflict with the goals, objectives, or IDMA’s best interests.
- No member association shall be required to comply with, adopt or join in any rules, regulations, trade, or other practices or programs that they reasonably deem to violate any law, rule, or regulation imposed by the government or governmental agency of their local jurisdiction.
IX. IDMA MEETINGS
- IDMA shall convene a members meeting as frequently as necessary or appropriate but in no event less than once every calendar year. A majority vote of the members of the Executive Board shall fix the date of the meeting.
- The Executive Board, by majority vote, may convene a special IDMA meeting at any time, providing, however, that notice of such a special meeting has been given to each member organization in writing no less than 90 days before the date of such a special meeting. Notice of such a special meeting shall detail the matters considered at the meeting to be convened.
- In addition, in instances in which it is not possible for members of the Executive Board to physically attend meetings of the Executive Board, or in which the members cannot participate in meetings of the membership, meetings of the Board of Directors, or meetings of the Executive Board or meetings IDMA’s membership, may be convened at the direction of either the President or the Secretary General with respect to either body and a quorum may be achieved by electronic participation by members from a remote location by speakerphone, online video conference, or similar technology and provided a quorum is in attendance at the meeting by electronic participation, that body may enact such measures or take such action as would otherwise be authorized by a meeting at which the members of that body were physically present.
- A journal or minutes of all meetings shall be taken and retained in the IDMA office. They shall be available for inspection by any IDMA member upon reasonable advance notice.
X. QUORUM AND VOTING
- IDMA shall transact no business, nor shall any vote be taken unless at least 50 percent of the member organizations are represented and present at the meeting (hereafter referred to as a “quorum”).
- Unless otherwise outlined in these By-Laws, decisions of the association shall require the approval of an ordinary majority vote of the member organizations’ present countries, provided a quorum is present.
- If any country has two or more IDMA members from the same country, then and in that event, all member organizations from that same country shall, for voting purposes at IDMA meetings, be entitled to only a single combined vote. It shall be incumbent upon the member organizations from that country to confer and decide how they shall collectively cast their single vote. In the event of any dispute or disagreement concerning such a unified vote, then and in that event, no association from that country shall be entitled to vote on the matter under consideration.
XI. EXECUTIVE BOARD
- There shall be an Executive Board, comprised of all duly elected officers of the association. The Executive Board shall oversee IDMA’s business and affairs and guide the president. From time to time, the President may, for good cause, declare an emergency or exigent circumstance to exist, requiring immediate action or a decision on the part of the association. Upon such a declaration of emergency, the Executive Board shall be authorized and empowered, by a vote of two-thirds of the members of the Executive Board, to take such actions as may be necessary or appropriate to address any such emergency or exigent circumstance, which action shall be subject to review and approval by the membership at the next IDMA membership meeting.
a. There shall be elected a president of IDMA who shall preside over the conduct and affairs of the association, including, but not limited to authorizing the expenditure of funds by and on behalf of IDMA. The president shall represent and shall be IDMA’s spokesperson in all matters. Additionally, the president shall preside over all meetings of the association. The president shall be empowered to call meetings of the IDMA officers as he may deem necessary or appropriate. Additionally, unless the president shall have delegated such authority, the president shall be the principal spokesperson for the association.
b. The First Vice President shall fill a vacancy in the office of President arising between General Meetings until IDMA’s next General Meeting, when a new president shall be elected to serve the remainder of the former president’s term of office.
- Secretary-General: There shall be elected a Secretary-General of IDMA who shall be responsible for the daily operations of IDMA’s business. At the president’s request, the Secretary-General may represent IDMA and serve as its spokesperson at any meetings or other functions.
- Vice Presidents: There shall be elected a First Vice President and one or more other vice presidents, but in no event shall there be more than three Vice Presidents. Additionally, no more than one person from any country shall hold the office of the Vice President.
The First Vice President and the other Vice Presidents shall assist the President in performing his duties and responsibilities. If for any reason the President is unable to carry out his duties and responsibilities or is otherwise unable to serve as President, then the First Vice President shall assume the position of President, and the Vice Presidents shall elect, from amongst themselves, a person to serve as First Vice President.
- Treasurer: There shall be elected a treasurer who shall monitor IDMA’s financial affairs and the filing of all required returns, receive or cause to be received all dues, levies, special assessments, or other funds due to IDMA, and maintain or cause to be kept accurate records of same, establish such procedures as are required to assure the sanctity of the IDMA’s assets, and prepare and distribute an annual financial report to members at IDMA’s General Meeting.
- Term of President: The term of president shall be for a period of two years, and, except when otherwise provided, no person shall hold the office of president for more than two 2-year terms. Notwithstanding the foregoing, where the IDMA members, with a two-thirds vote of the members present at a meeting at which a quorum is present, determine that exigent circumstances exist and that as a result of such exigent circumstances, it would be in IDMA’s best interests for the president to remain in office, the members present at that meeting may, by a two-thirds vote of such members, re-elect the president for not more than one additional two-year term.
- Terms of other officers: All officers other than the president shall be elected for terms of two years, and they may be re-elected for additional two-year terms without being subject to term limits.
- Suspension or removal from office of any officer for cause shall be initiated at any time by recommendation of the Executive Board to recommend to the membership removal pending removal action. Suspension or removal from office shall require a two-thirds vote of the IDMA members.
- Honorary positions: In exceptional circumstances, the membership of the Association, by a vote of two-thirds of all members, may designate an IDMA member or a former IDMA President to the position of Honorary President of IDMA. Exceptional circumstances shall be deemed to be a situation where such person or persons has, in the opinion of the membership, rendered special skills, dedication, and service to IDMA in the years preceding his or her appointment, and that such person shall be one whose counsel to the organization is highly valued and which person is willing to provide ongoing contributions to IDMA. The President may invite Honorary Presidents to attend meetings of the Executive Board; however, they shall not be entitled to a vote.
- General Counsel: IDMA shall retain the services of an attorney to serve as IDMA’s General Counsel. The General Counsel shall attend meetings of the Executive Board and the membership and give advice, guidance, and counsel to the Executive Board and the membership on all matters of legal significance or import.
- Nomination, election, and installation of officers
a. Convening of Elections: Officers shall be elected at an election of officers, which shall be held at a General Meeting of IDMA every second year in even-numbered years. If for any reason a General Meeting does not occur during a scheduled election year, then the current officers shall remain in their respective elected offices until the next General Meeting, at which time an election shall be held.
b. During an election year, the President shall solicit nominations from the membership for the various elected offices for the following two-year term. IDMA members shall be authorized to submit the name of any person or persons who are members in good standing of a member organization for nomination for any elected office. The nomination of any candidate or candidates shall be made in writing and delivered to the President or Secretary-General. Nominations will close upon a motion seconded by a majority voice vote to close the nominations.
c. Nominations shall then be followed by an election for each elected position being held separately, beginning with the office of President, then the office of First Vice President, and so on. Only authorized persons may vote in any election.
d. Voting by proxy shall be permitted at the discretion of the President.
XII. DUES AND CONTRIBUTIONS: The IDMA membership shall determine, from time to time, the amount to be assessed to each member association as and for the annual dues and other contributions required for IDMA’s conduct and operation. All such dues and other contributions shall be due and payable not later than January 30 of the year in which they are due and payable.
Additionally, from time to time, the General Assembly may, by a vote of two-thirds of the members at any meeting at which a quorum is present, vote to increase dues or assess a special levy or charge on the members of the association; this to implement any special programs or projects of IDMA.
XIII. CODE OF CONDUCT: IDMA shall adopt and uphold a written Code of Conduct. This Code of Conduct shall be incorporated into and be part of these bylaws. Each member association and each individual member of each member association shall comply with the provisions of the Code of Conduct as enacted or, as hereafter modified or amended. Failure to comply shall subject any member association to suspension or revocation of IDMA membership.
XIV. PROCEDURE IN GENERAL MEETINGS
a. At the beginning of a meeting, the President shall set forth the agenda of the meeting. The President shall direct the discussion on all matters, accord the right to speak, put questions to the vote, and announce decisions. The President shall rule on points of order and shall have the power to propose adjournment or closure of the debate or adjournment or suspension of the meeting. The President will be assisted in this role by the Secretary-General.
b. Resolutions shall be moved and seconded, and debate allowed to the question under consideration. The President may call to order a speaker whose remarks are irrelevant to the subject under discussion and may call for withdrawing such remarks.
c. Any person may raise a point of order at any time during the discussion, which shall be decided immediately by the President.
d. A motion for closure of any debate, proposed and seconded, shall be put to the vote without further debate.
e. The time allowed to each speaker on any proposal shall be limited to five minutes unless the President permits an extension. When a speaker has spoken for the allotted time, the President shall call her/him to order without delay. The President may announce the list of speakers and, with the consent of the meeting, declare the list closed.
f. Voting on proposals, seconded and discussed, and on procedural motions shall be by a show of hands and counting of those in favor of the proposal, those against the proposal, and those abstaining. Secret voting shall be carried out for all elections and other issues as the Membership may decide by a majority vote of those member organizations present at a meeting for which a quorum exists.
g. Robert’s Rules of Order, latest edition, shall be recognized as the authority governing all meetings when not in conflict with the Association’s Bylaws.
Any person who at any time shall serve, or shall have served as an officer or General Counsel of IDMA shall be indemnified by IDMA against all costs and expenses (including but not limited to counsel fees, amounts of judgment paid, and amounts paid in settlement) reasonably incurred in conjunction with the defense of any claim, action, suit, or proceeding whether civil, criminal, administrative, or other in which he or she may be involved by virtue of such person having been such an officer or General Counsel, whether or not such conduct conformed with other IDMA policy and whether or not he or she was successful in such defense; provided, however, that no reimbursement shall be made for any person with respect to any matter in which he or she shall have been adjudicated in, and proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of IDMA.
XVI. Affiliation with Other Organizations
Upon approval of the Membership, IDMA may establish an affiliation with other associations or organizations whose goals and objectives are aligned with those of IDMA or which seek to advance or promote the interests of the diamond industry.
The president may appoint Ad Hoc committees for specific purposes at any time.
XVIII. Amendments to By-Laws
IDMA, by a vote of the members, may adopt such By-Laws or amendments to these By-laws as are consistent with IDMA’s certificate of formation and deemed necessary for managing IDMA’s affairs or the advancement of IDMA’s goals and objectives.
Amendments to these By-Laws shall be presented to the membership for approval only after either approval of such an amendment or By-Law by the Executive Board or following receipt of a petition signed by twenty-five percent or more of the IDMA members. A copy of each amendment or By-Law proposed, and such explanations of the amendment or new By-Law as deemed necessary shall be given to each member. Adoption of any new By-Law or amendment shall require approval of not less than two-thirds of those members present at an IDMA meeting at which a quorum is present.
XIX. Legal Compliance
IDMA’s officers and Executive Board are authorized to take all legal steps necessary to ensure that IDMA operates and transacts its affairs in full compliance with all applicable law provisions.
Ronnie VanderLinden, President
Matthew Schamroth, Secretary-General