BY-LAWS of The
DIAMOND CLUB WEST COAST, INC.
Founded June 1980
Revised August 4, 2016
ARTICLE I – NAME, ADDRESS AND DEFINITIONS
Sec. 1. The name of the Organization shall be the “Diamond Club West Coast, Inc.” and is sometimes referred to as DCWC, or the “Club” or the “Organization.”
Sec. 2. The principal location of the Organization shall be in Los Angeles, CA and/or as determined by the Board of Directors
Sec. 3. The use of the word “Industry” will refer to the diamond, precious stone and related jewelry industries.
Sec. 4. The use of the acronym SOP refers to the “Standard Operating Procedure” a separate manual on how the organization operates and functions.
Sec. 5. A reference to any particular gender shall include both genders.
ARTICLE II – THE CLUB’S PURPOSE
Sec. 1. The purpose of this Organization, through its Board of Directors, shall be to foster the interests of the diamond, precious stone and related jewelry industry, to foster just and equitable principles in trade, to eliminate abuses and unfair trade practices, to disseminate accurate and reliable information to persons in our industry, to foster uniformity in the creation of business ethics, to cooperate with public and private entities in the creation and maintenance of the instrumentalities of fair and ethical trade, to establish industry-wide standards of disclosure, to provide arbitration tribunals to resolve differences and controversies between its members and others, to provide, regulate and maintain a suitable building, room or rooms as the Diamond Club West Coast, Inc., to carry on the activities and objectives of the Organization in accordance with the laws of the State of California and the United States of America and within the scope of Sec 501(c) (6) of the Internal Revenue Code of 1954, as amended.
Sec. 2. In addition to these specific purposes, the Organization may engage in any lawful act or activity for which a nonprofit organization may operate and may provide, maintain and regulate group facilities and rooms for the use and benefits of its membership.
ARTICLE III – MEMBERSHIP
Sec. 1. Except as hereinafter provided, any person over the age of twenty-one years, engaged in the diamond, precious stone trade or related jewelry industry for a period of at least two years, may be admitted to membership after submitting a signed application, under such conditions as may be prescribed by the By-Laws, rules, regulations and SOP of this Organization and its Board of Directors.
Sec. 2. Except as hereinafter provided, any person over the age of eighteen who is a son, daughter, son-in-law or daughter-in-law, nephew or niece, grandson or granddaughter of a member or deceased member who died within the last two years, or who has graduated from a gemological study program acceptable to the Membership Committee, may be admitted to membership after submitting a signed application, under such conditions as may be prescribed by the By-Laws, rules, regulations and SOP of this Organization and its Board of Directors.
Sec. 3. Any firm involved in the diamond, precious stone or related jewelry business, at least one of whose principals is a member of the Club, may apply for more than one membership, each of which membership slot allows them the designation of any employee to act on their behalf. The term principal as used herein shall be defined as a partner of a partnership or a person who is an officer, director or controlling shareholder of a corporation. Under this Section, it shall be a condition of membership of a partner that all of the partners of a partnership be required to agree in writing that they will be bound by and be subject to the mandatory arbitration provisions contained in these By-Laws. It shall be a condition of membership of an officer, director or controlling shareholder of a corporation that the corporation execute and deliver to the Club an agreement in writing that the corporation will be bound by and be subject to the mandatory arbitration provisions contained in these By-Laws and SOP. Such designee shall be subject to all provisions of this Article. Firms desiring more than one designee may apply for multiple memberships, each of which shall be treated as a separate application. Any change in named designee shall require fifteen calendar days’ written notice to the Organization’s offices by certified mail prior to the change and, upon notice, shall be posted in a prominent place in the Club, and may additionally be sent to the membership via electronic mail. At the discretion of the Membership Committee, changes in named designee may be accepted if made via electronic mail.
Sec. 4. A firm that has at least three principals or employees who are members in good standing or are designees under Section 3, Article III (this article), may designate additional employees who, at the discretion of the Membership Committee, may be accorded entry to the club premises and shall be subject to all the rules, regulations, By-Laws and SOP of the Club, including arbitration, without the privileges of membership, including but not limited to, the right to vote or run for office. Any change regarding designated employees under this Section shall require fifteen calendar days’ written notice to the Organization’s offices by certified mail prior to the change and, upon notice, shall be posted in a prominent place in the Club, and may additionally be sent to the membership via electronic mail.
Sec. 5. The surviving spouse of an individual who was a member at the time of his/her death may be accorded membership in the Club in accordance with the procedures outlined in Article III, Sections 11 through 20, with the exception that the surviving spouse shall not be required to have an interview or be posted in the Club prior to continued membership. Said surviving spouse shall not be required to pay any application fee, but shall pay annual fees equal to the annual dues for members, as well as any back dues, fees or debts owed to the Club by the deceased spouse. Surviving spouse shall be subject to all the rules, regulations, By-Laws and SOP of the Club, including arbitration. The request for such admittance will be limited to 1 year maximum period, after which the spouse has to apply for and qualify for membership on his/her own merits. Once admitted by the Board of Directors discretion, the initiation fee will be waived.
Sec. 6. The spouse of an incapacitated member may be accorded entry into the Club premises at the sole discretion of the Board of Directors until said incapacitated spouse becomes active and shall not be required to pay any application fee. The incapacitated member must pay full dues, and the spouse shall be subject to all the rules, regulation, By-Laws and SOP of the Club, including arbitration without the privileges of membership, including but not limited to, the right to vote or run for office. The request for such admittance by the spouse of an incapacitated member must be made within a period of two years from the time of the member’s incapacitation. These privileges of entry may be revoked or modified at the sole discretion of the Board of Directors at any time.
- GUARANTEES :
Sec. 7. The Board of Directors may require new applicants to submit one or more guarantees with their application. At the Board’s discretion, guarantees may include a promise to be financially responsible for new members’ financial obligations incurred to Club members.
Sec. 8. The Membership Committee shall be composed of a minimum of three members of the Club, appointed by the President with the consent of the Board of Directors. The Membership Committee shall have the responsibility of investigating each application for membership to the Organization.
Sec. 9. Any person who is eligible and desires to become a member of this Organization, shall furnish the Club with all necessary material, fees and information as determined by the Board of Directors at its discretion.
Sec. 10. The Membership Committee shall post, or cause to be posted, the names and photographs of all applicants, with the exception of returning members under Sections 21 and 22 of this Article, in a prominent place in the Club premises for at least ten calendar days prior to the date of decision of the Board of Directors on the application. In addition, the names and photographs of applicants may be sent via electronic mail to the membership and/or posted electronically. During the posting period, any member may object to any proposed applicant. All objections must be made in writing, and submitted to any member of the Membership Committee. All objections will be considered by the Board of Directors. The Board of Directors shall approve or deny the applications based upon an assessment of the applicant’s character, including the applicant’s demonstrated reputation for honest and fair trade in the diamond, precious stone and jewelry industry.
Sec. 11. Each applicant could be, and if needed, interviewed by at least two members of the Board of Directors or the President, with the exception of returning members under Sections 21 and 22 of this Article III.
Sec. 12. At any time following the applicant’s interview, the Board of Directors shall meet, and may approve, reject or continue the applicant for membership by a majority vote of the Board members present. A quorum for any such meeting is required.
Sec. 13. If an applicant is rejected by the Membership Committee, the applicant shall have the right, within twenty calendar days of the date he or she is notified of his/her rejection, to file with the Club, in writing, an appeal to the Board of Directors which may, nevertheless, accept the applicant as a probationary member by a two-thirds affirmative vote of the members of the Board present at a duly called Board meeting.
Sec. 14. Even if an applicant is approved by the Board of Directors or the Membership Committee, the Club shall send or cause to be sent the name and photo of the applicant to the Board of Directors via fax or electronic mail. At any time before the close of business on the fourth business day thereafter, any member of the Board of Directors may file a written request for reconsideration sent to the Club via personal delivery, electronic mail, or fax. If no request for reconsideration is filed during this period, the member shall be deemed accepted as a probationary member. If a timely request for reconsideration is filed under this Section, the Membership Committee shall report its findings at a duly called meeting of the Board of Directors and the Board of Directors shall render a final decision regarding the individual’s acceptance as a probationary member by majority vote.
- Applications accepted from April 1- November 30th, a new member’s first year dues may be pro-rated by date of his/her acceptance at the discretion of the Membership Committee.
b. A new member’s first year dues paid in full within the period of December 1st thru March (Club’s Fiscal year is March 31st) ) automatically qualifies for the subsequent year at no charge.
Sec. 16. Any person whose application is rejected, may again apply for membership after one year from the date of rejection.
Sec. 17. All new members who are accepted for membership shall be on probation for a period of two years, and the Board of Directors reserves the right to terminate such membership at any time within this period for any reason. The Board of Directors’ right to terminate membership as described in this Section is independent of, and without prejudice to, the provisions contained in Article VII (Fines and Suspensions).
- READMISSION AND REINSTATEMENT
Sec. 18. Members who have resigned, who were in good standing at the time of their resignation, or who have satisfied their outstanding financial obligation to the Organization, and subsequently become members in good standing of a Bourse affiliated with the World Federation of Diamond Bourses (WFDB) who desire to resume membership, may do so by filing an application with the Club as well as paying arrears dues for all past years in which the individual was a member of the Organization, plus the addition of current dues and satisfying any other conditions imposed by the Membership Committee and the Board of Directors. Their admission shall follow the procedures and rules described in Sections 15 through 20 of this Article III.
Sec. 19. Members who have resigned, who were in good standing at the time of their resignation or who have satisfied their outstanding financial obligation to the Organization, who do not become members of a Bourse affiliated with the World Federation of Diamond Bourses, who desire to resume membership, may do so within a period of two years by filing an application with the Club. They are required to re-join as new members after paying the initiation fee as set forth by the current Board of Directors. The re-instated member must also and satisfying any other conditions, or any current dues as imposed by the Membership Committee. Their admission shall follow the procedures and rules described in Sections 15 through 20 of this Article III.
Sec. 20. Members who are suspended for non-payment of dues (or fees, assessments or fines imposed by the Club) shall have one year, unless otherwise directed by the Board of Directors, in which to discharge their obligations by payment to the Club, at which time their suspension may be lifted. After the one year period, a member who was suspended for non-payment of dues may, upon payment of all outstanding dues and fees owed to the organization, apply for membership in the Organization in accordance with rules and conditions established by the By-Laws and reviewed by the Board of Directors
Sec. 21. Any member who was terminated, expelled or suspended for reasons other than non-payment of dues and resignation may, after a period of two years from his/her expulsion or suspension date, may apply for membership in the Organization in accordance with rules and conditions established by the Board of Directors.
Sec. 22. Any member who has been suspended for failure to comply with a decision or award of the Arbitration tribunals who now wishes to remain with our Organization, may be reinstated at the discretion of the Board of Directors, if, in the sole judgment of the Board of Directors, he/she has complied or is complying with the decision or award of the Arbitration tribunals. Each case shall be handled individually at the Board of Directors’ review.
- REDUCTIONS, WAIVERS AND TRANSFERS
Sec. 23. Any member who is disabled or demonstrates other cause, at the discretion of the Membership Committee, and has been a member for at least fifteen years, and is currently in good standing, and wishes to apply for a reduction of or waiver of dues, may do so to the Membership Committee. The Committee shall apply the criteria herein in its discretion in each case in determining an application.
Sec. 24. Any member who has been a member for twenty years, and is currently in good standing, who is 75 or more years of age on January 1st of each billing year, shall be automatically granted a waiver of dues from then on. Any member to whom a waiver of dues has been granted under this Section shall not lose his/her voting rights and right to run for any office on the account of said waiver.
Sec. 25. Any member to whom a partial reduction of dues has been granted shall not lose his/her voting rights and right to run for any office on the account of said reduction.
Sec. 26. Any member wanting to transfer his/her membership must first obtain written approval from the Board of Directors. The Transferee must then apply to the Organization as set forth in Article III. The Transferee’s application must follow the same approval process outlined above. Only the initiation fee for the Transferee will be waived.
Sec. 27. A member in good standing may resign, upon payment of all outstanding dues and fees, by mailing a written notice via certified mail, return receipt requested, or via email to the Club. If sent via mail, the resignation shall take effect on the date of receipt by the Organization. If sent via email, the resignation shall only take effect if and when the member receives a confirmation of receipt of his/her email from the Club. The resignation of a member who has outstanding dues, fees, or fines or has failed to comply with a decision or award of the Arbitration tribunals shall not be accepted and shall be ineffective until the member fulfills his/her obligations to the satisfaction of the Board of Directors. Sending a resignation notice while having outstanding dues, fees, or fines or having failed to comply with a decision or award of the Arbitration tribunals may be grounds for a fine or suspension, and, at the discretion of the Board of Directors, a notice regarding the attempted resignation and the grounds for the refusal to accept the resignation may be posted in a prominent place in the Club or sent to members via electronic mail.
Sec. 28. A member who wishes to resign may have their outstanding dues for the current year pro-rated by the date of resignation at the discretion of the Board of Directors
- OBLIGATIONS OF MEMBERSHIP
Sec. 29. The signature of any accepted applicant on the application for membership in the Club shall be a signature of the official role of membership of the Organization and an agreement on the part of the said person to fulfill and perform all requirements herein contained and to conform to the By-Laws and all rules, regulations and SOP presently in effect or which may be adopted by the membership, the Board of Directors or the World Federation of Diamond Bourses from time to time. The signature of the member on the application for membership to the Club shall also constitute the member’s agreement to arbitrate any and all claims and controversies arising out of the diamond, precious stone or jewelry business, including tort claims, with other members and with members of other diamond bourses which are part of the WFDB in accordance with the Club’s By-Laws and the By-Laws and Rules of the WFDB.
Sec. 30. Whenever any member is suspended, terminated, expelled or resigns, such member shall be required to fulfill all obligations and duties of a member in good standing in connection with any transaction or matter which arose or which initiated, in part or in whole, prior to such member’s suspension, expulsion or resignation including but not limited to arbitration. Whenever a member who resigned or has been suspended is reinstated in accordance with Section D of this Article III, rejoins via the regular admissions process, such member shall be required to fulfill all obligations and duties of a member in good standing in connection with any transaction or matter which arose or which initiated, in part or in whole, during the period of the member’s suspension or resignation, including but not limited to arbitration.
Sec. 31. For the purpose of these By-Laws, a member shall not be considered in good standing when the member shall have unpaid fees or dues for the previous year or years. Additional or more stringent criteria to be considered a member in good standing may be added at the discretion of the Board of Directors.
- NOTICE AND MEMBER INFORMATION
Sec. 32. Notice sent to a member shall be deemed good and sufficient if sent to the office or home address on the membership application, address change notice, official membership rolls, or any other method allowable by law and these By-Laws. It shall be the duty of each member to report via electronic mail or by certified mail return receipt requested within ten calendar days to the Club and receive acknowledgment from the Board of Directors, of any change of contact information (including but not limited to the member’s physical address, phone number, fax number, and electronic mail address) for both their business and residence. Failure to do so may be sanctioned by the procedures as set forth in Article IX (under Floor Committee). To the extent allowable by law, members waive any claims of improper notice if they have not updated the Club via the above methods of a home or office address change.
Sec. 33. In the event a member withdraws from a partnership or corporation it shall be the obligation of the withdrawing member as well as the remaining members of the corporation or partnership to notify the Executive Officers, within ten calendar days, in writing, of such withdrawal by certified mail, return receipt requested. The member who has withdrawn shall also inform the Executive Office in writing of the name and address of any new business affiliation by certified mail return receipt requested. Withdrawals and new affiliations shall be posted on the Club’s bulletin board for two months.
Sec. 34. Membership in the Organization may only be evidenced by the official membership rolls of the organization. This is record of fact as produced by the Treasurer. No card or certificate, including, but not limited to, cards issued for access to the Club premises, shall be considered evidence of membership.
Sec. 35. For the purpose of these By-Laws, a “business day” shall be defined as any day during which the Club premises are open for business, and shall exclude any day during which the Club premises are closed for business.
ARTICLE IV – FINANCES
Sec. 1. DUES. The annual membership dues for members of this Organization shall be determined by the Board of Directors.
Sec. 2. APPLICATION FEE. A uniform application fee shall be paid by all first time applicants, except as provided herein. The amount of the application fee may be determined, from time to time, by the Board of Directors.
Sec. 3. FAILURE TO PAY DUES. Members who fail to pay their dues or assessments within the specified time or as set forth by the Board of Directors, shall be notified to pay same. To the extent allowable by law, lack of timely notification of failure to pay shall not affect any fees, penalties, fines, suspensions, expulsions, or other consequences imposed by the organization against a member for failure to pay.
Sec. 4. ORGANIZATION FUNDS. The funds of the Organization shall be deposited in the name of the Organization in such Banks or Trust Companies as the Board of Directors shall determine, and shall be withdrawn by check, bank transfer order, or direct deposit made in the Corporate name signed by any two of the Executive Officers.
Sec. 5. CORPORATE CREDIT CARDS. No credit card in the name of the Organization or which draws on organizational funds shall be issued to a member, Executive Officer or Board of Director. If an Executive Officer or Board of Director violates this Section, they shall be required to reimburse the club for any expenditures made with such a card, including expenditures made for the benefit of the Club.
Sec. 6. ASSESMENTS.
- Any further funds necessary to carry out the objects of the Organization, other than dues and initiation fees, shall be raised by the levying of an assessment of each member, based upon the necessity as determined by a majority vote of the Board of Directors not to exceed five hundred dollars ($500.00) per member and shall be payable within thirty days after notification to the membership.
- any amounts exceeding those set forth in Section 6A ($500) necessary to carry out the objects of the Organization, other than dues and initiation fees, shall be raised shall be raised by the levying of an assessment of each member, based upon the necessity as determined by a quorum and majority vote at a Regular or Special Meeting of the General Membership and shall be due and payable within thirty (30) days after notification and adoption.
Sec. 7. COMPENSATION OF DIRECTORS AND OFFICERS. There shall be no compensation paid to any Executive Officer or Director, or any other Club member for work or services rendered to or for the benefit of the Organization. However, the Board of Directors may approve reimbursement for all expenses incurred by an Executive Officer or Director in conducting Club business. All reimbursement payments are limited to the amounts actually incurred as supported by receipts or other appropriate expense support.
ARTICLE V – MEETINGS
Sec. 1. There shall be an annual meeting of the general membership of the Club during the first half of the year for the rendering of annual reports of Executive Officers, Directors and Control Committee (See Article IX), for the submission of the budget for the following year and for such other matters that may come before the meeting. At all meetings, except as otherwise stated in these By-Laws, a resolution may be passed by a majority of the votes cast at such meetings.
Sec. 2. Special meetings of the general membership may be called by:
- The President.
- Chairman: Immediate Past President (or as deemed by the Standard Operating Procedures (SOP) on electing a Chairman).
- The Board of Directors, upon a meeting duly called or upon written request of a majority of the Board of
Directors, whenever they are not in session.
- Upon unanimous written request by the Control Committee, should it discover any irregularities in the affairs of the Organization and upon failure of the Board of Directors to act upon an important recommendation of said committee.
- By petition bearing the signatures of twenty-five percent of the total membership in good Standing verified by the Secretary of the organization which shall be acted upon within thirty calendar days, as hereinafter provided:
- Whenever the subject matter of a petition complies with the requirements as set forth herein and in
Article II and affirmative action on same is within the power of the Board of Directors, then the Board of Directors may pass upon, and grant the relief requested by a majority vote of the entire membership of said Board at a duly called meeting. Petitions submitted must have the names of at least three sponsors who have submitted same and who have the authority to speak for the petitioners.
- In the event the petition is refused by the Board of Directors as not being in accord with the provisions of Article II, then a special meeting shall be held within thirty calendar days for the purpose of deciding, by a majority vote of the members present at such meeting, whether the subject matter of such petition is to be referred to a referendum of the general membership and if such vote is in the affirmative, then the matter shall be referred to referendum within thirty calendar days.
- In order to adopt the subject matter of such petitions, there must be a 2/3 affirmative in-
person secret ballot of the number of the votes cast.
- Whenever the subject matter of the petition has been finally passed upon by the general
membership, no further action shall be taken on any other petition bearing the same subject matter within a period of two years unless, in the opinion of the Board of Directors, there shall be extreme urgency or emergency for such action.
Sec. 3. Special general membership meetings shall be called only to consider a specific subject, which must be stated in the notice of the meeting.
Sec. 4. Notice of any regular or special meeting shall be given on no less than ten calendar days and not more than fifty calendar days before the date of the meeting.
Sec. 5. Whenever notice is required to be given to any member, except as provided for herein, such notice shall be deemed to have been given from and at the time, when said notice shall have been sent by any electronic communication method allowable by law and these By-Laws, or deposited in the Post Office or in any regular United States Mailing Box in the City of Los Angeles, enclosed in a postpaid wrapper by first class or certified mail, or by postcard, prepaid and addressed to the member at his/her latest known place of business or residence, as the same shall appear upon the books of the Organization, or if such address shall not appear upon the books of the Organization then to such address as may appear in any directory of the municipality in which such member shall reside or do business or delivered to the member personally or delivered to his/her office.
Sec. 6. At all meetings or special meetings of the general membership, a quorum shall consist of 33% of the membership either in person or by proxy, given sufficient advanced notice, to any member to present a proxy vote to the Secretary, or other Board of Directors, in advance of such meetings.
Sec. 7. The order of business at all meetings shall be
a Determined by the President at the general membership meetings
b By the Chairman of the Board of Directors at the meetings of the Board of Directors
c By the Chair heads of the several committees at their committee meetings.
All of which shall to the best of their abilities, abide by the usual parliamentary rules as laid down in “Roberts Rules of Order” shall govern all proceedings when not in conflict with these By-Laws. The interpretation of any Parliamentary rule shall be made by General Counsel to the Organization whose ruling shall be final or in his/her absence by the Chairman of the Board.
ARTICLE VI – EXECUTIVE OFFICERS
Sec. 1. The Executive Officers of the Organization, consisting of the President, Vice President, Secretary and Treasurer, shall have the respective rights and duties as herein set forth.
Sec. 2. The President shall be the Chief Executive Officer of the Organization and shall have general control of its management, business and affairs. He/she shall preside at the general membership meeting and shall make annual reports showing the condition of the business, affairs and property of the Organization and make such recommendations as he/she thinks proper. From time to time, he/she shall submit to the Directors such information as may be required concerning the business, affairs and property of the Organization. He/She shall be ex-officio member of all the committees.
Sec. 3. Vice President – In the absence, with written notice to the Board of Directors, or disability of the President, the Vice President shall act in his/her place. The Vice President shall also have the duties set forth in Article XIII, Section 3 herein. The Vice President will also act as the ex-officio Chairman of the Board of Arbitration.
Sec. 4. The Secretary shall record or cause to be recorded all votes and minutes of all proceedings in books or electronic records to be kept for that purpose. He/she shall cause proper notice to be given of all the meetings of the Board of Directors and committees. He/she shall have charge of the general secretarial work of the various committees and of the Organization. He/she shall be ex-officio Secretary of the various committees appointed by the Board of Directors.
Sec. 5. The Treasurer shall keep or cause to be kept, full and accurate accounts of receipts and disbursements in books or electronic records belonging to the Organization and shall deposit all monies and other valuable effects in the name and to the credit of the Organization in such depositories as may be designated by the Board of Directors. He/she shall render a financial report at the regular meetings of the Board of Directors and one business day prior to said board meetings, shall make such report available for inspection by Board members. He/she shall disburse the funds of the Organization, as may be directed by the Board, taking proper vouchers for such disbursements and shall render to the Directors at the regular meeting of the Board, or whenever the Board may require it, an account of all his/her transactions as Treasurer and of
the financial condition of the Organization, and at the last regular Board meeting before the annual meeting of the Organization, report for the preceding fiscal year which shall be transmitted and submitted to the members at the annual meeting of the general membership.
Sec. 6. In the absence by death, disability or resignation of any of the Executive Officers, the Board of Directors shall fill his/her position, from the members of the Board of Directors, in good standing, until the next election at which time the respective Executive Officer will need to be elected to fill that respected position.
Sec. 7. There are to be established several standing committees and chairmen to be appointed by the President with the consent of the members or the Board of Directors. Upon designation by the President, any Board of Director member or members may replace an absent committee member in order to constitute a quorum or full committee. The role and authority of each Committee shall be established by the President with the Board’s consent.
ARTICLE VII – BOARD OF DIRECTORS
Sec. 1. The management of the property, affairs, business and concerns of the Organization shall be vested in the Board of Directors, consisting of the Executive Officers: President, Vice President, Secretary and Treasurer, and the remaining members of the Board of Directors. All Executive Officers are required to be United States of America Citizens, or to possess a valid United States of America permanent resident visa. All other members of the Board of Directors must be lawful residents of the United States. All members of the Board of Directors must be current members in good standing of the Organization. All Executive Officers must be members, currently in good standing, of the Organization, for at least five years at the date of their nomination.
The total number of both the Board of Directors shall total an odd number. The total number of members elected to the Board of Directors may be no greater than 10% of the total membership of the Organization. The Board of Directors will determine the maximum number of Directors that may serve in any given year.
Sec 2. The President, Vice President, Secretary, and Treasurer shall be elected for a two-year term and may serve up to three consecutive terms in that position. This Section shall not preclude the President, Vice President, Secretary, or Treasurer from being elected or appointed to a different elective office, including as a different Officer or as a member of the Board of Directors. Any Executive Officer elected to a two year term prior to January 1, of any given year, who might otherwise be limited by this Section, may serve out the remainder of that term.
Sec. 3. With the exception of the Executive Officers, the members of the Board of Directors, shall be elected for a two-year term and may serve up to three consecutive two-year terms. This Section shall not preclude a member of the Board of Directors from being elected or appointed as an Executive Officer. Any member of the Board of Directors, elected to a two year term prior to January 1, on any given year, who might otherwise be limited by this Section, may serve out the remainder of that term.
Sec. 4. Any elected Executive Officer, Director, Arbitrator or Control Committee member must first resign his/her presently held position to run for any other office allowed by these By-Laws.
Sec. 5. The elected members of the said Board of Directors and Executive Officers shall assume office the fifth business day following their election and shall continue in office until their successors shall be properly elected and assume office.
Sec. 6. Whenever any election is challenged, pursuant to Article XII, such challenged office shall remain unfilled until a final determination shall be made under and in accordance with the provisions of Article XII.
Sec. 7. The Board of Directors shall have administrative powers and be responsible for the financial management of the Organization. It may adopt rules and regulations, not inconsistent with these By-Laws, for the management and conduct of the Organization. Any rules and regulations so adopted, which shall affect the general membership, shall be posted on the bulletin boards of the Club.
The Board shall also have the power to:
- Hold meetings at such times and places as it may deem proper.
- Appoint committees, on particular subjects, from the members of the Board of Directors from other members of the Organization.
- Make contributions to charities to the extent of no more than five percent of the total annual income of the Organization in any one year or to any other percentage as the Internal Revenue Code may allow.
- Devise and carry into execution such other measures as it may deem proper and expedient to promote the objectives of the Organization and to best protect the interest and welfare of the members.
- Cooperate with all persons, entities and governmental agencies in all matters concerning the diamond, precious stone and related jewelry industry.
Sec. 8. Regular meetings of the Board of Directors shall be held at such place and hour as the Board may determine. Special meetings of the Board may be called at any time by the President, Chairman of the Board or upon written request by a majority of members of the Board of Directors, upon two business days’ notice to each Director by personal delivery to his/her office, by electronic mail, fax or mailed to the Director at his/her last known place of business or residence.
Sec. 9. Immediate emergency meetings of the Board of Directors may take place following telephone, electronic mail, and/or fax agreement by a majority of the Board.
Sec. 10. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. The President shall chair the meeting. The President shall have the authority to invite any person to attend and/or speak at any meeting of the Board of Directors, but any such invitee may not vote on any matter of Club business.
Sec. 11. Any vacancy that may occur among the Board of Directors or Executive Officers may be filled for the unexpired term by the remaining Directors appointing at their discretion any member who meets the criteria set forth in Article VII, Section 1. Time served pursuant to this Article shall not count towards the limits of Sections 2.
Sec. 12. In the event of a vacancy occurring through death, resignation or impeachment of one-half or more of the Directors, a special meeting on no less than five business days’ notice in writing by mail or two business days written notice by personal delivery or fax shall, forthwith, be called by the Secretary of the Organization for the purpose of electing Directors to fill such vacancies for the unexpired terms. Should the Secretary fail to call such meeting, any Director may call the meeting.
Sec. 13. Without prejudice to the general powers conferred by the last preceding laws and other powers conferred by the By-Laws, it is hereby expressly declared that the Board of Directors shall have the following powers:
- To delegate any of the powers of the Board of Directors to an appointed committee.
- To fine or suspend any member or group of members.
- To impeach any elected official, upon written demand by twenty-five percent of the membership or upon demand of a majority of the Board of Directors. Impeachment proceedings may be instituted for any act involving moral turpitude. Upon receiving such written demand, a committee, duly appointed by the Board of Directors, must investigate and report its finding to the Board of Directors at the meeting duly called as herein provided. If the report of the committee so recommends, the official against whom impeachment proceedings were instituted, may be impeached by a secret vote of three-fourths of a quorum of the Board of Directors present at such a meeting. The Official against whom impeachment proceedings are instituted shall have a right to receive a written statement of the charges against him/her and shall have the opportunity to submit a written answer to the charges and to present affidavits or documents in his/her defense.
Sec. 14. Notice of a special meeting of the Board of Directors may be waived by either a signed consent of Directors who waived such notice or shall be deemed waived at any meeting by Directors who shall be present at such meeting without objection. In the absence of a notice of meeting all Directors must either attend the meeting or waive notice.
Sec. 15. Every decision taken by the Board of Directors shall be by an open vote unless a secret vote is called for by any two members, at which time such vote shall be taken by a secret ballot. In a secret ballot all present Board members may vote.
Sec. 16. Any Executive Officer or Director on behalf of the DCWC, shall be indemnified and secured harmless, from and against all actions, cost, charges, losses, damages and expense which they or any of them shall incur or sustain by reason of any act done or omitted, in or about the execution of their respective duty or supposed duty on their respective position. If however, they shall incur or sustain by or through their own willful act, and none of them shall be answerable for the acts, neglect or defaults of the other or others or for any loss or damage which may occur in the execution of their respective position or in relation thereto, unless these occur by or through their own willful act.
Sec. 17. No member of the Board or Officer of the Club may advertise his/her elected position on any business stationery or in any advertising media.
Sec. 18. The Organization shall purchase and maintain a policy of liability insurance pursuant to California Corporations Code Sec. 5047.5. Pursuant to Section 5047.5, Directors and Officers of a non-profit corporation are entitled to limited statutory immunity from suit for acts done in the course and scope of Organizational duties, so long as the Organization maintains a suitable policy of liability insurance.
Sec. 19. In the event of unexcused failure by any member of the Board of Directors to attend three (3) consecutive regular meetings, the Board of Directors must declare his/her office vacant and elect his/her successor as provided here in above with proper written notification. The Board of Directors shall have discretion to determine if excuse for non-attendance is satisfactory.
ARTICLE VIII – FINES AND SUSPENSIONS
Sec. 1. A member may be fined, denied privileges of membership, or suspended from membership for failure to pay dues, upon reasonable notice. Notice of suspension shall be mailed to the member and shall be posted in a conspicuous place in the Club, and may additionally be sent to the membership via electronic mail.
Sec. 2. A member may be fined, suspended from membership, or expelled for failure to meet his/her business obligations, filing a petition in bankruptcy or any involuntary petition in bankruptcy, making an
assignment for the benefit of creditors, failing to comply with a decision or award of the Arbitration tribunals, intentionally making an untrue claim, avoiding arbitration by going to Court against another member, moral turpitude, conviction of any felony, and for any statement, act or conduct which in the Board of Directors’ sole judgment and discretion reflects adversely upon the integrity of any member of the Organization or for any infraction of the Charter or By-Laws and/or rules, regulations and SOP of the Organization or any order or decision of any standing or temporary committee.
Sec. 3. If a member has been in non-compliance of a decision or award of the arbitration tribunals of the Diamond Club West Coast, Inc. for 120 days or more and the member’s decision or award and picture have been posted in the Club worldwide, the member in whose favor an award was made may submit to the President a written request that the member in non-compliance be suspended from membership. In a hearing held pursuant to Section 4 of this Article, the Board of Directors shall determine if the member is fully in compliance with the decision of the arbitration tribunals or a post-decision settlement agreement. If the member is determined to not be fully in compliance, the member shall be suspended from membership by the Board of Directors. This section shall not preclude a member being suspended for non-compliance with a decision or award of the arbitration tribunals pursuant to Section 2 of this Article. The restrictions and procedures described in the Section are required only for actions taken under this Section, and do not prejudice or preclude actions taken under any other Article or Section.
Sec. 4. Whenever any action is to be taken against any member under Sections 2 and 3 of this Article, such member shall be given a written notice of the charges against him/her, and notice of the proposed action to be taken by the Club. The member may submit a written answer to the charges within five calendar days after he/she is given notice of the charges. The member may at the same time present to the Board of Directors any affidavits, documents, or other evidence in his/her defense. The Board of Directors shall consider all the evidence before imposing any sanction or penalty against a member. The procedures described in this Section are required only for actions taken under Sections 2 and 3 of this Article, and do not preclude actions taken under any other Article or Section. Notice of suspension or expulsion shall be mailed to the member and shall be posted in a conspicuous place in the Club offices, and may additionally be sent to the membership via electronic mail and/or posted electronically.
ARTICLE IX – FLOOR COMMITTEE
The Floor Committee consisting of not less than three members of the Club and must be Members in good standing for 5 years or more shall have the following powers:
- Supervision of all personal property of the Club, exclusive of money.
- Supervision of all facilities of the Club and office space on the Organization.
- Approval of all expenditures other than those authorized by the Board of Directors, which do not exceed the sum of five-hundred dollars ($500.00) for any one item.
- To temporarily exclude a member from entering the Club until the next scheduled meeting of the Board of Directors and/or fine a member up to the sum of One-thousand dollars ($1000.00) in the following matters:
- Where a member causes a disturbance or conducts him/her-self in the Club in an
manner unbecoming other members of the Club.
- Where a member fails to meet his obligations or fail to pay any note or check.
- A member fails to return merchandise which he/she obtained on memorandum
after demand for its’ return.
- As necessary to keep the peace and to prevent injury to person or Club property.
ARTICLE X – CONTROL COMMITTEE
A Control Committee consisting of a minimum of three members from the general membership shall be elected for a term of two years. It shall be charged with the duty of examining the books and records of the Club, as deemed necessary, for the term in which they were elected for and reporting to the Board of Directors. This Committee shall render a report to the membership at its annual meeting.
ARTICLE XI – NOMINATIONS
Sec. 1. There shall be selected by a majority vote of the Board of Directors at a duly called meeting, a Elections Committee of up to nine members from the general membership, who are members at least five years in good standing, not serving in any current elective capacity or as appointed arbitrators of the Organization, whose duties shall consist of proposing by a majority vote to the general membership, candidates for Officers, Members of the Board of Directors and other elective offices. The Elections Committee shall not propose any of its members as candidates for any office nor may any member or resigned member of the Elections Committee be put in nomination by the Elections Committee or by petition for that election. No person shall be nominated simultaneously for more than one elective office.
Sec. 2. Any member in good standing, who is eligible, except the members of the Elections Committee or resigned members of the Elections Committee, may be placed in nomination as an Executive Officer of the Organization by a petition bearing thirty-three percent (33%) of members signatures, or any other means determined by the BOD, by those members in good standing, and as a member of the Board of Directors or other elective offices. Such petition shall be presented to the Secretary during the period set for nominations. All names of nominees shall be posted in the Clubrooms for a period of ten business days prior to the date of election. All candidates for elective office must indicate acceptance of their nomination in writing, via personal submission, mail, or electronic mail. The Board of Directors shall designate a period for the opening and closing of nominations. The time shall not be less than ten business days, exclusive of Saturdays and Sundays. No further nominations shall be accepted after the date of closing of nominations.
Sec. 3. The names of all candidates for each elective office shall appear on the ballots in alphabetical order by last name.
ARTICLE XII – VOTING AND ELECTIONS
Sec. 1. The Board of Directors shall designate any day(s) during which balloting will take place.
Sec. 2. A Ballot Committee shall be appointed by the Board of Directors, consisting of a sufficient number of members from the general membership who are not candidates for any office, who shall be charged with the responsibility of supervising and tallying the votes cast or causing the supervision and tallying of the votes cast. The results shall be delivered to the President and/or Vice President in a sealed envelope or via any other method of communication allowable by law and shall be opened and announced.
Sec. 3. Whenever there is a difference of three votes or less between candidates for office or for cause, a candidate may request a recount. Such request must be made, in writing, to the BOD, within two business days after the elections and said recount shall be made and the results announced within two business days after said request was received.
Sec. 4. A tie vote shall be decided without prior discussion by a two-thirds secret vote of the Board of Directors at their first meeting following the election.
Sec. 5. Candidates for all elective offices shall be considered elected by a plurality of the votes cast.
Sec. 6. No member shall simultaneously hold more than one elected office whether by election of or appointment to such office, nor shall any member of the Board of Directors be a Director or Executive Officer of any other diamond bourse.
Sec. 7. Any officeholder who is not running for re-election and who wishes to run for any other office, must first resign his/her present position. He/she shall give written notice of his/her resignation at time of acceptance of his/her nomination. The Nominating and Election Committees shall nominate a candidate to run for his/her seat and his/her present office shall be terminated at the next inauguration. In the event an officeholder is nominated by petition after the Nominating Committee has closed its sessions, the Nominating Committee shall reconvene for the purpose of nominating candidates to fill such vacancy.
Sec 8. All active members of the Organization, including designees of a corporation, shall have the right to vote, except where specified otherwise in these By-Laws.
ARTICLE XIII – ARBITRATION
Sec. 1. Any member, non-member or personal representative of a deceased member having any claim or controversy arising out of or related in any way to the diamond, precious stone or jewelry business including tort claims against another member, non-member or group of members, must file his/her complaint with the Board of Directors of the Diamond Club West Coast, Inc. in writing. Every member, against whom a complaint by a member is filed, must submit to adjudication by the Arbitration tribunals of the Diamond Club West Coast, Inc. A counterclaim will be permitted in the same arbitration matter. Every member must also arbitrate all claims as stated herein by or against members of any other diamond bourse which is affiliated with the World Federation of Diamond Bourses in accordance with the By-Laws and Rules of the World Federation of Diamond Bourses. No member shall prosecute or commence any suit, action or proceeding against any other member touching upon any of the matters covered by Arbitration pursuant to these By-Laws or seek any remedy in Court except to confirm or challenge an Arbitration award. A violation of this Section by a member shall result in disciplinary action against the member including suspension, expulsion and/or fine.
Sec. 2. A member’s signature on his/her application for membership shall constitute a written agreement by him/her to arbitrate pursuant to California Code of Civil Procedure Sec. 1281 et seq. any and all claims and controversies thereafter arising out of or related in any way to the diamond, precious stone or jewelry business including tort claims by or against another member or group of members and further to arbitrate all claims and controversies by or against members of a diamond bourse affiliated with the World Federation of Diamond Bourses.
Sec. 3. The Vice President of the Organization shall be ex-officio Chairman of the Board of Arbitrators and shall act as Liaison Officer between the Board of Arbitrators and the Board of Directors. He/she shall be charged with the duty of the proper functioning of the arbitration panels as herein set forth. He/she shall have the right to observe and attend arbitration hearings without taking part in their deliberations.
Sec. 4. Every member is personally responsible for all transactions with other members, whether he/she conducts business individually, or as, co-owner of a particular stone, parcel or deal as a member of a partnership or through a corporation. If a member conducts business or any transactions as a member of a partnership or through a corporation, he/she thereby submits said partnership or corporation to the jurisdiction of the Diamond Club West Coast, Inc. for all purposes, including arbitration pursuant to these By-Laws and SOP.
Sec. 5. Any questions that may arise, not specifically covered by these regulations, shall be decided by the Chairman of the Board of Arbitrators and the President of the Club including but not limited to the power to disband the arbitration panel and cause a new panel to be selected. The Board of Directors may establish rules and regulations for the conduct and processing of arbitration claims, including but not limited to rules and regulations related to acceptance of claims involving non-members, which are consistent with these By-Laws and current SOP. All such rules shall be posted in the Club for at least fifteen calendar days before they are effective.
Sec. 6. All rules, regulations and practices for conducting and processing effective mediation and/or arbitration and/or appeal are covered by and explained in detail within the Organization’s SOP Manual. All previous Articles and Sections relating to the rules, regulations and practices for conducting and processing effective mediation and or arbitration and or appeal, now outlined in the SOP, include, but are not limited to these categories below:
Mediation, Arbitrators, General Arbitration Procedures, Claims, Panels, Conciliations, Hearings, Decisions and Appeals.
The Board of Directors may make appropriate changes to the SOP pertaining to all of the above, when deemed necessary and as prescribed by these By Laws here within.
ARTICLE XIV– PETITIONS
Sec. 1. Upon receipt of a written petition, signed by 25% or more of the Members in good standing in the Organization setting forth their request in detail, the Board of Directors at the next meeting shall discuss and act upon said petition, complaint, request or demand consistent with the Certificate of Incorporation, SOP and By-Laws of the Club.
Sec. 2. A member of the Board of Directors shall not sign any application or petition directed to the Board of Directors.
ARTICLE XV – BY-LAWS
Sec. 1. These By-Laws may be amended, or supplemented by a two-thirds vote of the general membership of the Club either present in person or by Proxy at any regular meeting or at a special meeting called for that purpose, provided the notice for such meeting contains a copy of the proposed amendment or supplementation. A quorum at any meeting called for such purpose shall follow the same rules as described in Article V, Section 6.
Sec. 2. Any amendment, or supplementation to these By-Laws, must be posted on the bulletin board in the Club for a period of fourteen calendar days prior to the meeting called for that purpose.
Sec. 3. The ratification of these By-Laws by the membership at a duly called meeting, as herein set forth, shall make null and void any and all By-Laws heretofore passed or ratified by the membership, Board of Directors or any duly authorized committee, and shall be considered the only By-Laws under which the Organization shall be governed.
ARTICLE XVI– DISSOLUTION
This Organization may be dissolved at a duly called special meeting. Notice of said meeting must be sent to each member in good standing by registered mail, return receipt requested. A quorum at any meeting called for such purpose shall be Fifty percent (50%) of the membership. The Organization shall be considered dissolved if eighty percent of the membership at this meeting shall signify, by written ballot, their intention to dissolve. In the event that the Organization is dissolved, as outlined herein, then all assets of the Organization shall be converted into cash and shall be distributed as ordered by the Board of Directors or by order of the Superior Court of the State of California.
ARTICLE XVII – RESTRAINT OF TRADE
The Organization shall not: adopt any resolution, rule, regulation, SOP or By-Law which illegally attempts to restrain trade or violate the law.
ARTICLE XVIII – NON-MEMBERS
The Board of Directors, or any committee designated for such purpose by the Board of Directors, shall have the power to set Rules and Regulations for entrance into the Club premises for non-members.
ARTICLE XIX – TRADE RULES and OFFERS
Sec. 1. Any oral offer is binding among dealers, when agreement is expressed by the accepted words “Mazal and Broche” or any other words expressing the words of accord.
Sec. 2. Any offer through a broker or to a seller must be placed in writing and dated on the outside sealed wrapper of the merchandise, indicating the terms and conditions of the sale. Said offer is valid and binding until
five o’clock P.M on the following day, excluding Saturdays, Sundays and any day that the Club is closed. The exception is made when the buyer stipulates in the written offer that an answer shall be given at any other time than as herein stated.
Sec. 3. Any offer given a broker or seller not in accordance with the foregoing (open cachet) is not recognized as a valid offer. Any disputes arising out of such invalid offers shall not be accepted for arbitration or mediation under the jurisdiction of this Organization.
Sec. 4. When the buyer cannot be reached by the seller or broker within the time set or allotted in order to consummate the sale, then the seller shall place his/her acceptance of the offer, in writing, on the same wrapper and have the time of his/her acceptance certified by a member of the Board of Directors.
Sec. 5. Whenever a member takes merchandise for sale and he/she does not receive a bill made in the name of the buyer, he/she shall be responsible for said merchandise until payment is received by the owner.
Sec. 6. No broker shall give merchandise he/she has on memorandum to anyone, without the permission of the owner. Whenever merchandise is returned, the memorandum upon which it was taken shall also be returned. Acceptance of the merchandise by the owner shall constitute a waiver of any claims that the merchandise is not as originally delivered unless the owner immediately seals the parcel in the presence of the buyer or broker and has it signed by any member of the Board of Directors or Managing Director of the Organization.
- CUSTOMS AND USAGE
Sec. 7. Term of Sale. Unless otherwise specifically provided in the offer, the terms of all sales shall be cash.
Sec. 8. Cost Plus Profit.
- Whenever a sale is consummated on a cost plus profit basis, the buyer has the right to demand proof of the cost price of the merchandise. The seller may do this through a member of the Board of Directors. This right terminates after the payment in cash, check or note of the amount agreed upon. However, payment is not considered as a discharge of responsibility whenever the buyer has any proof which shows the cost price of the merchandise to be otherwise than as stated.
- Cost plus profit sales are valid only if the buyer shall specify on the sealed offer such term.
Sec. 9. Sizes. Whenever the sizes of the stones are not as set forth on the parcel paper and such deviation makes a price difference, then the buyer, immediately upon the completion of the transaction, has the option to cancel the transaction or to demand an adjustment of the price or of the size, whenever the latter is possible.
Sec. 10. Memoranda. No goods shall be given or received without a signed memorandum, and any return of goods must be acknowledged in writing or by the return of the signed memorandum.
Sec. 11. Labor. Any laborer or contractor of labor shall not be responsible for damage to any stone which occurs during the regular process of labor, unless it can be proven that the laborer or contractor of labor was guilty of gross negligence or there is any other written agreement as to responsibility.
Sec. 12. Errors in Quoting Prices. Any transaction may be voided, where there is gross error in quoting prices or proof of error exists.
Sec. 13. Official Weight. The official weight of The Diamond Club West Coast, Inc. shall be accepted as binding by its members. Any controversy concerning the official weight shall be verified by a member of the Board of Directors.
Sec. 14. Disclosure. All lab-grown stones, simulants and any treatment(s) of stones must be disclosed on invoices and memoranda. All sellers must provide full disclosure on every sale; he/she must inform his/her customer whether the stone(s) underwent any/all known treatments.
Sec. 15. Brokerage Commission. The seller shall pay the brokerage of not less than one percent, unless otherwise specifically agreed upon. The broker and the seller are encouraged to make an agreement as to the amount and duration of commissions.
Sec. 16. No Double Commission. When an individual sits with a customer to buy merchandise for him/her and receives a commission from such customer (Buyer), he/she may not request any additional commission from seller.
Sec. 17. Definition of Synthetics. Whenever the word Synthetic is used by members of the Organization, the term will be defined by the industries language as designated by the WFDB and All Member of the Organization will abide by full disclosure obligations as in Section 14 above.
ARTICLE XX – DEBTOR and CREDITOR ISSUES
The Board of Directors may appoint a debtor/creditor committee consisting of Club members and/or including Non-members when, in the Board’s judgment such a committee will benefit or assist Club members in collecting business accounts, return of merchandise and/or other business debts.
ARTICLE XXI – By-Laws Review Committee and Deadlines
These By-Laws shall be reviewed at least once every two years, by a committee designated by the BOD, and to coincide with the election cycles of the Executive Officers.
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