AGTA Constitution
ARTICLE I
Name
The name of this organization shall be the American Gem Trade Association, Inc.
ARTICLE II
Object
This Association is organized for the purposes stated in its Articles of Incorporation, which are generally to;
- Represent the interests of the natural colored gemstone industry in the United States and Canada.
- Promote, maintain and perpetuate the highest possible ethical standards among its members within the natural colored gemstone industry.
- Establish closer communications between all segments of the natural colored gemstone industry and related industries.
- Educate members of the natural colored gemstone industry and related industries in order to expand their knowledge of natural colored gemstones.
- Create a greater awareness and knowledge of natural colored gemstones and act as a source of information to the consuming public.
- Through the above mentioned objectives, to protect the natural colored gemstone industry, related industries and the ultimate consumer from fraud, abuse, misrepresentation and deceptive advertising.
ARTICLE II
Section 1 – Membership
Application for membership shall be in writing, signed by the applicant, on forms prescribed by the Membership Committee, and shall be processed as hereinafter provided.
Section 2 – Election of Membership
Election to membership of qualified applicants shall be made by a majority vote of a quorum of the Board of Directors with the advice and recommendation of the Membership Committee.
Section 3 – Classifications and Qualifications for Membership
There shall be five classifications of membership. The qualifications for membership for each classification shall be:
- CHARTER MEMBER – Any person or firm whose membership was accepted at the organizational meetings held in Tucson, Arizona, during February 1981. Charter members shall have all rights and privileges of Firm Members.
- FIRM MEMBER – Any person or firm who has been employed in the natural colored gemstone and/or cultured Pearl industry in the United States or Canada for at least five (5) years and, for at least two (2) years immediately preceding application for membership, has maintained a permanent office of their own in the United States or Canada for purposes of conducting commerce, at least fifty (50) percent of which shall have been in unmounted natural colored gemstones and/or cultured Pearls at the wholesale level.
As used herein, the term “natural gemstone” connotes natural origin and is defined as follows:
means material found in or on the earth formed completely by nature, without human intervention, except cutting, carving, and/or polishing. If it has been enhanced in any other manner by human action including but not limited to color and/or clarity enhancement, such treatment shall not affect its classification of natural origin; provided, however, that such treatment must be fully and properly disclosed.
“Gemstone” means a naturally occurring mineral processing the qualities of beauty, rarity, durability, and the chemical composition and physical properties of a specific mineral species.
The term “gem” may be applied to the non-minerals; amber, coral, jet, natural pearl and naturally occurring glass. - AFFILIATE MEMBER – Any person or firm primarily engaged in retailing mounted or unmounted natural colored gemstones, and/or cultured Pearls, or, an industry-related business, in the United States or Canada for at least two (2) years immediately preceding application for membership.
- HONORARY MEMBER – Any person, selected by the Board of Directors, who has made a meaningful contribution to the growth and/or improvement of the natural colored gemstone industry. No more than two (2) Honorary Members shall be selected in any given calendar year.
- STUDENT AFFILIATE MEMBER – Any person involved in a formal study of gemology including natural colored gemstones and cultured pearls. The length of time for the eligibility of Student Affiliate Member shall be three years from the date the individual is accepted for membership by the Board of Directors of the American Gem Trade Association.
Section 4 – Discrimination
Membership shall not be denied on the grounds of race, creed, sex, color, or religious belief.
Section 5 – Voting Privileges
Except for votes at the Committee level, only Firm and Charter members shall have full voting privileges. No voting member shall cast more than one vote on any given issue.
Section 6 – Dues
Dues for all classes of membership shall be in such amount as may be specified by the Board of Directors. The annual dues shall be due and payable upon January 1 of each year. Any member who fails to pay his dues by February 1 shall have his privileges of membership revoked, in writing, by the Corresponding Secretary. Such member may reapply for membership in the Association after satisfaction of all outstanding obligations to the Association. Any new members accepted for membership after June 30 of any given calendar year shall pay one half of the then applicable dues for that calendar year.
Section 7 – Termination of Membership
RESIGNATION – Any member may resign from the Association by giving thirty (30) days notice of intention to do so. A member shall be considered as having resigned in good standing if all financial obligations to the Association have been paid and there are no pending ethical complaints against the member which have not been resolved.
EXPULSION – The Board of Directors by a majority vote of a quorum may, upon the recommendation of a committee or on its own initiative, terminate the membership of any member it deems to be detrimental to the best interest of the Association. Notice of such termination shall be given in writing at least thirty (30) days prior to the effective date with a statement that the action is taken for cause and specifying the cause and effective date of termination.
The termination shall become effective on the date specified unless the expelled member requests a hearing prior to the effective date of expulsion. Such request must be made in writing by certified mail addressed to the President and received on or prior to the effective date of expulsion.
Upon receipt of such request, the President shall schedule a hearing at the next regularly scheduled Board of Directors meeting and advise the member of the date, time and place of the hearing. Failure of the expelled member to appear at the schedule hearing shall be considered sufficient grounds to uphold the expulsion.
A member who requests a hearing shall continue to be entitled to exercise membership privileges until the matter is resolved by the Board of Directors. A member who has been expelled shall not be relieved of any existing liability to the Association.
Section 8
Membership in the Association shall be non-assessable.
Section 9
No amendment to the constitution 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 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.
ARTICLE IV - OFFICERS
Section 1
The officers of this Association shall be President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer. The President shall serve as the Chairman of the Board of Directors.
Section 2 - Compensation of Officers
All officers shall serve without compensation.
Section 3 - Election of Officers
The President, First Vice-President, Second Vice-President, Secretaries, and Treasurer shall be elected by the voting membership for a term of three (3) years or until their successors are duly elected and qualified. Officers shall be elected from a list of nominees as provided herein. Only charter and firm members shall be qualified to serve as officers.
Section 4 - Duties of Officers
- PRESIDENT - The President shall serve as Chairman of the Board of Directors. The President shall preside at all meetings of the members of the Association. The President shall call meetings of the Board of Directors and, of the Members, and shall serve as an ex-officio member of all committees of the Association. In the event of a vacancy as to Officers or Board members of the Association, the President may appoint a replacement.
- VICE-PRESIDENT - The First Vice-President shall serve as Vice-Chairman of the Board of Directors. The First Vice-President shall, in the event of the absence, disability or death of the President, act in his or her stead.
The Second Vice-President shall assume the duties of the First Vice-President when both the President and the First Vice-President are absent, disable, or deceased.
In case of the disability or death of the President and Vice-Presidents, the Board of Directors shall immediately take necessary steps to conduct an election of a new President by mail vote of all Firm and Charter members. - SECRETARIES - The Recording Secretary shall keep a full and complete record of the proceedings of the meetings of the membership and Board of Directors and shall forward same to the Executive Director for permanent filing. In the absence of the Recording Secretary, the Corresponding Secretary shall act as the Recording Secretary.
- TREASURER - The Treasurer shall supervise and control the keeping of all accounts and books of the Association and shall cause the same to be summarized and presented to the Board of the Association and to the membership at least once a year. The Treasurer shall at all reasonable times exhibit the Association’s books of accounts to the Officers and Directors of the Association.
- OTHER DUTIES - In addition to the duties specified above, the Officers of the Association shall perform all other duties normally indigent to their officers.
ARTICLE V - BOARD OF DIRECTORS
Section 1 - Members
The Board of Directors of the Association shall consist of nine (9) members and all constitutional officers, all of whom shall be Firm or Charter members of the Association.
In addition, the Executive Director and the immediate Past President shall serve as non-voting members of the Board of Directors. At the request of the President, one or more Past Presidents may serve as non-voting members of the Board of Directors. Also at the request of the President, up to three Affiliate members may be invited to attend meetings of the Board of Directors as non-voting observers.
Section 2 - Election of the Board of Directors
The Board of Directors shall be elected by the voting membership from a list of nominees as provided herein. Three (3) directors shall be elected each year and shall serve a term of three (3) years, or until their successors are duly elected and qualified.
Section 3 - Meetings of the Board of Directors
Regular meetings of the Board of Directors shall be held at least bi-annually. Special meetings may be called at any time by the Chairman or by any three (3) Directors. Notice of any meeting shall be sent to all Directors by the Corresponding Secretary of the Board and/or the Executive Director at least ten (10) days prior to the date set for the meeting to the address shown for each Director in the records of the Association.
Section 4 - Quorum
At all meetings of the Directors, a majority of voting Directors shall constitute a quorum, and the affirmative vote of a majority of those present shall be necessary to take action.
Section 5 - Authority
- The corporate powers, management, and control of the legal and financial affairs of the Association shall be vested in, and exercised, conducted and controlled by its Board of Directors.
- The Board of Directors shall have 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.
- The Board of Directors shall have the power to generally do and perform any act that may pertain to the office and power of Directors.
- The Board of Directors shall adopt and publish a Code of Ethics for the membership of the Association which may be amended by the Board from time to time. Said Code of Ethics may provide sanctions for violations thereof, including but not limited to termination of membership; provided, however, that no amendment shall have retrospective effect for the purpose of expulsion of or disciplinary action as to any member.
Section 6 - Removals
Officers and/or members of the Board of Directors may be removed for cause by a three-fourths vote of the entire Board of Directors. 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. In order to be effective the vote to remove must be ratified by a second vote taken not less than 10 days, but not more than 30 days after the first vote. Alternatively, any officer or director may be removed by a mail vote by a majority of Firm and Charter Members who cast their votes.
ARTICLE VI - ADMINISTRATION
Section 1 - Executive Director
The Executive Director, and if none shall be appointed by the Board of Directors, the President shall be in general charge of the conduct, execution and management of the affairs of the Association, subject to the control of the Board of Directors. He or she shall make an annual report and accounting to the Board of Directors of the activities of the Association and its financial condition.
He or she shall maintain the permanent files of the Association and shall conduct mail votes in accordance with the provisions herein. He or she shall supervise and manage the publications of the Association newsletter and such other literature as may be published and distributed by the Association. He or she shall sign all contracts and obligations authorized by the Board of Directors, and shall have 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 subject to control and supervision of the Treasurer of the Association. The Executive Director shall be a non-voting member of the Board of Directors.
Section 2 - Staff
The Executive Director shall, subject to the consent of the Board of Directors, employ, supervise, and/or terminate employment of all Association employees.
ARTICLE VII - STANDING COMMITTEE
Section 1
There shall be various standing committees, which shall have jurisdiction over matters to be assigned them by the Board of Directors.
Section 2 - Selection of Members
All members and officers of the standing committees of the Association shall be appointed by the President and shall serve at his or her pleasure. The President shall have the power to remove any committee member at any time without cause, except the Chairman of the Nominating Committee, who shall be the immediate Past President of the Association and who may be removed only for cause by a majority vote of a quorum of the Board of Directors.
Section 3 - Officers
The officers of each standing committee shall be a Chairman and a Secretary. The Chairman shall preside at all meetings of the committee, and the Secretary shall keep accurate records of all committee meetings and forward same to the Recording Secretary of the Board of Directors.
Section 4 - Duties
The standing committees of the Association shall consider and make recommendations to the Board of Directors as to matters over which they have jurisdiction.
Section 5 - List of Committees and Jurisdiction
The Standing Committees of the Association are as follows:
- Administration
- Constitution & Arbitration
- Ethics & Grievance / Legal Affairs
- Budget & Finance Finance
- Industry Rules / Nomenclature
- Membership & Security
- Nominations Committee
- Promotions Committee
- Research & Development
- Shows
Other committees may be appointed by the President.
The matters over which committees have jurisdiction shall be determined from time to time by the Board of Directors.
Section 6 - Meetings
All standing committees shall hold meetings in connection with the annual meetings of the members, and at such other times as may be necessary, upon call of the Committee Chairman or the President.
Section 7 - Nominating Committee
The Nominating Committee shall consist of a Chairman, who shall be the immediate Past President and three (3) Charter or Firm members selected by the Chairman. In selection of committee members the Chairman shall endeavor to ensure that various geographical areas of the United States are fairly represented.
In the event of the inability or unwillingness of the immediate Past President to serve as chairman of the Nominating Committee, the President shall appoint a replacement subject to the approval of a majority of the voting members of the Board.
The Committee Chairman shall, on or before the 1st day of September each year, submit to the President and the Executive Director a proposed slate of nominees for each vacancy in the Board of Directors and Officers which shall occur by expiration of term of office in February of the following year. The committee shall endeavor to submit more than one name for each vacancy.
The list of nominees shall be presented to the Board of Directors for review at the fall meeting of the Board. By a three-fourths vote of the Board members present, any name(s) submitted by the committee may be vetoed. By a three-fourths vote of the Board members present, the Board may require the committee to submit an additional nominee in those cases where only one name was submitted.
In either such case, the committee shall submit new and/or additional names forthwith, but not later than the first day of December so as to allow the Executive Director to prepare the mail ballot which said ballot shall be mailed to the membership no later that the 10th day of December each year.
In addition to the persons nominated in accordance with the foregoing procedure, the mail ballot shall also include the name of any person nominated by written petition signed by at least five (5) percent of the total voting membership presented to the Executive Director not later than the 1st day of December each year.
Member signatures shall be invalid if they appear on more than one petition per officer or director position.
Mail ballots shall be returned to the AGTA office so as to be received no later than the 10th day of January. Ballots received later than said deadline shall not be counted. Ballots shall be opened and immediately tabulated by the Executive Director and at least two (2) members. The results of the vote shall be promulgated by the Executive Director.
ARTICLE VIII - MEETINGS OF MEMBERS
Section 1 - Annual Meetings of Members
There shall be a meeting of all members of the Association annually, the time and place of such meeting to be determined by the members at the preceding annual meeting.
Section 2 - Special Meetings of Members
Special meetings of all members of the Association may be called at any time by the President, a majority of the Board of Directors, or by not less than one-third (1/3) of all Firm and Charter members of the Association.
Section 3 - Notice of Meeting of Members
Notice of any meeting of the members shall by given by mail to each individual member of the Association at the address shown for such member in the records of the Association, at least twenty (20) days prior to the date of such meeting. Publication of such notice in the official publication of the Association, providing the above conditions are met, shall be deemed as sufficient notification.
Section 4 - Quorum
Attendance of at least twenty (20) percent of the Firm and Charter members shall constitute a quorum at any meeting of the members. The affirmation vote of a majority of those present and eligible to vote shall be required to take any action.
Section 5 - Procedure
The President shall preside at all meetings of the members of the Association.
Section 6
Any Firm or Charter member may raise any reasonable matter for discussion and vote during that portion of the meeting allocated to other business. Upon majority vote with a quorum present in favor of a motion duly recorded, such matter shall be referred to the appropriate committee for evaluation of the issues. Within one hundred twenty (120) days, that committee shall report its findings to the Board of Directors. Upon majority vote of the Board of Directors, the Corresponding Secretary shall submit to the membership, by mail, a report and ballot. A majority of the actual votes sent shall prevail, providing such action is not in conflict with the provisions of this Constitution and/or the Code of Ethics.
Section 7 - Proxies
No Proxy voting shall be permitted.
ARTICLE IX - MAIL VOTING & TELEPHONE MEETINGS
Section 1
Whenever it shall be necessary to conduct a vote on any matter, by the Board, any Committee, or the membership of the Association, and it shall be deemed unpractical to call a meeting, the vote may be taken by mail. In addition, the Board of Directors and/or any Committee may conduct meetings by telephone conference call.
Section 2 - Mandatory Mail Voting
Mail voting by Firm and Charter members shall be mandatory on all proposals in the following categories:
- Amending the Constitution.
- Election of all Officers and members of the Board of Directors.
- Removal of any Officers or Director as may be provided herein.
Section 3 - Call for Mail Vote
A mail vote shall be conducted within the Board or any Committee at the election of its Chairman or at the request of a majority of its members. A mail vote to the Firm and Charter members shall be conducted at the direction of the President of the Association, at the request of a majority of the members of the Board of Directors by resolution passed at a properly constituted meeting or properly conducted conference call, by majority vote of the members at any regular or special membership meeting at which a quorum is present, or at the request in writing of one-third (1/3) of the Firm and Charter members.
Section 4 - Procedure
As to mail vote by the Board or any Committee, ballots shall be sent out by and returned to its Corresponding Secretary on or before the date specified. In the case of a mail vote by Firm and Charter members, ballots shall be sent out by and returned to the Executive Director on or before the date specified.
The Recording Secretary or Executive Director, as appropriate, shall compile and record the results of the ballot and shall cause a report of the balloting to be made to the Board or Committee, or in the official publication of the Association in the case of votes by the membership.
Each mail ballot shall be signed by the member of record voting. If no Executive Director has been appointed by the Board of Directors, the duties herein described shall be discharged by a Secretary of the Board of Directors. No mail ballot shall specify a return date less than fifteen (15) days from the date of its mailing to the Board members, committee member or association member.
ARTICLE X - BY-LAWS AND RECOMMENDATIONS
The Board of Directors may adopt by-laws for the governing of the affairs of the Association which are not inconsistent with applicable law and this Constitution. Said by-laws may be amended from time to time by the Board of Directors and shall be binding upon the membership. In addition to the by-laws, the Board of Directors may from time to time adopt recommendations which are encouraged to be followed by the membership in the best interests of the furtherance of the Association’s goals but which are not binding upon the membership.
ARTICLE XI - SEAL
The Association shall have a corporate seal, consisting of the words “The American Gem Trade Association, Incorporated 1981, New York”.
ARTICLE XII - AMENDMENTS
This Constitution may be amended, or may be repealed and a new Constitution adopted, or any part may be repealed, by affirmative vote of seventy-five (75) percent of those voting in any mail vote conducted for that purpose.
ARTICLE XIII - DISSOLUTION
In the event of the dissolution of this Corporation, the assets shall be distributed to one or more State education 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, provided such organizations exist for the furtherance of education in gemstones or for the elevation or maintenance of the ethics among dealers in gemstones.
Revised as of January 2007.
