Articles of Organization

DIAMOND PRODUCERS COUNCIL LLC

ARTICLE I

Name

The name of the limited liability company is Diamond Producers Council LLC (the “Company”).

ARTICLE II

Formation

The Company is formed as a Limited Liability Company under applicable laws of the United Arab Emirates by registration with the relevant Dubai authority.

ARTICLE III

Registered Office and Registered Agent

The registered office of the Company shall be located in Dubai, United Arab Emirates, as stated in its official registration documents. The Company shall maintain a registered agent or representative as required under UAE law.

ARTICLE IV

Purpose

The purpose of the Company is to operate as an industry council representing leading producers of sustainably created diamonds worldwide, including but not limited to:

  1. Industry Representation

    • Representing the collective interests of member diamond producers before governments, regulators, standards bodies, and the public.

    • Advocating for fair, science-based, and transparent policies affecting the diamond industry.

  2. Sustainability & Ethics

    • Promoting environmentally responsible, ethical, and transparent diamond production.

    • Establishing and maintaining voluntary sustainability, traceability, and disclosure frameworks.

  3. Standards & Best Practices

    • Developing industry best-practice guidelines relating to:

      • Environmental impact

      • Energy use and emissions

      • Labor and human rights

      • Product disclosure and consumer transparency

    • Coordinating with international standards organizations where appropriate.

  4. Education & Public Engagement

    • Educating consumers, policymakers, and stakeholders about sustainably created diamonds.

    • Supporting research, data publication, and public communications.

  5. Collaboration

    • Providing a forum for collaboration among producers on non-competitive matters.

    • Facilitating dialogue across the global diamond ecosystem.

The Company shall not engage in price fixing, market allocation, or any activity prohibited under applicable antitrust or competition laws.

ARTICLE V

Non-Profit Orientation (No Distribution Intent)

The Company is organized not for the purpose of generating profits for distribution to its members.
Any revenues shall be used solely to further the purposes of the Company, including operations, research, advocacy, and administrative expenses.

No member shall be entitled to dividends or distributions except as expressly approved in accordance with the Act and this Charter.

ARTICLE VI

Members

6.1 Founding Member

The founding member of the Company is:

  • Diamond Foundry

6.2 Additional Members

Additional members may be admitted by approval of the governing body of the Company in accordance with the Operating Agreement, provided that such members:

  • Are bona fide producers of sustainably created diamonds, and

  • Agree to comply with the Company’s Charter, Operating Agreement, and applicable codes of conduct.

6.3 No Capital Requirement

Membership shall not require a capital contribution unless approved by the governing body.

ARTICLE VII

Governance

  1. The Company shall be member-managed or manager-managed as specified in the Operating Agreement.

  2. A Council Board or Steering Committee may be established to:

    • Set strategic priorities

    • Approve standards and policy positions

    • Admit or remove members

  3. Voting rights, quorum, and approval thresholds shall be defined in the Operating Agreement and may be weighted or equal, as determined therein.

ARTICLE VIII

Intellectual Property

  1. The Company may develop trademarks, standards, reports, and other intellectual property.

  2. Such intellectual property shall be owned by the Company unless otherwise agreed.

  3. Members may be granted limited, non-exclusive licenses for approved uses consistent with the Company’s mission.

ARTICLE IX

Limitation of Liability

To the fullest extent permitted by the Act:

  • The Company shall indemnify its members, managers, officers, and agents to the fullest extent permitted under applicable United Arab Emirates law against any loss, liability, or expense incurred in connection with their service to the Company, except in cases of fraud, willful misconduct, or knowing violation of law.

This indemnification applies except in cases of:

Fraud

Willful misconduct

Knowing violation of law

The Company may advance expenses, including legal fees, incurred by any person entitled to indemnification, provided that such person undertakes to repay the amounts if it is ultimately determined that they are not entitled to indemnification under UAE law.

The indemnification rights granted herein shall not be exclusive of any other rights to which any person may be entitled under law or agreement.

ARTICLE X

Indemnification

The Company and its members shall comply with all applicable laws and regulations in the United Arab Emirates, including but not limited to:

  • Competition and anti-monopoly laws

  • Trade, import/export, and sanctions regulations

  • Environmental and labor regulations

  • Advertising, marketing, and consumer disclosure requirements

Members and officers are expected to act in accordance with the Company’s Code of Conduct and all relevant ethical and regulatory standards.

ARTICLE XI

Compliance

The Company and its members shall comply with all applicable laws and regulations, including but not limited to:

  • Antitrust and competition laws

  • Trade and sanctions laws

  • Environmental and labor regulations

  • Advertising and consumer disclosure laws

ARTICLE XII

Dissolution

The Company shall be dissolved upon the earliest to occur of:

  1. A vote to dissolve in accordance with the Operating Agreement,

  2. The withdrawal of all members without admission of a successor member, or

  3. Any event requiring dissolution under the Act.

Upon dissolution, the Company’s remaining assets shall first be applied to satisfy any outstanding liabilities. Any remaining assets shall then be allocated to purposes aligned with the Company’s mission, as determined by the members and in accordance with UAE law.

ARTICLE XIII

Amendments

This Charter may be amended in accordance with the Act and the Operating Agreement.

EXECUTION

This Charter is adopted as of the date of formation of Diamond Producers Council LLC (the “Company”).

The following documents are structured to provide an integrated governance framework for the Company. They are designed to enable immediate adoption and operation, while remaining flexible for future growth, policy engagement, and international members.

The language is crafted to ensure compliance with applicable laws in the United Arab Emirates, maintain regulatory credibility, and support sound governance practices suitable for an industry council.

1. OPERATING AGREEMENT

OF DIAMOND PRODUCERS COUNCIL

ARTICLE I

Definitions

“Company” means Diamond Producers Council LLC.

“Council” means the governing body established under this Charter or the Company’s governance rules.

“Member” means any admitted member of the Company in accordance with its governance rules.

“Founding Member” means Diamond Foundry, the initial member of the Company at the time of formation.

“Applicable Law” means all laws, regulations, and rules of the United Arab Emirates relevant to the Company’s operations.

“Governing Rules” means the internal governance policies and procedures established by the Company for the management, decision-making, and administration of the Council and the Company.

ARTICLE II

Organization

2.1 Formation
The Company was formed pursuant to the Act upon filing its Certificate of Formation.

2.2 Term
The Company shall continue until dissolved pursuant to this Agreement or the Act.

2.3 Purpose
The Company’s purpose is exclusively as stated in its Charter.

ARTICLE III

Members

3.1 Founding Member
The Founding Member is Diamond Foundry.

3.2 Classes of Membership
Membership shall consist of the following classes:

  • Founding Members

  • Core Producer Members

  • Associate Members (non-voting unless otherwise approved)

3.3 Admission of Members
Admission requires:

  • Approval by the Council

  • Execution of a Membership Joinder

  • Agreement to all governing documents

3.4 No Ownership Interest
Membership does not represent an equity or profit interest.

ARTICLE IV

Governance

4.1 Council Authority
The Company shall be managed by a Council, which shall have full authority over strategy, standards, membership, and policy positions.

4.2 Council Composition

  • Each Founding Member appoints one Council seat.

  • Core Members collectively elect up to additional seats.

  • Associate Members have no Council seats.

4.3 Voting

  • One vote per Council seat.

  • Major decisions require a supermajority (⅔):

    • Admission or removal of Members

    • Adoption of standards

    • Public policy positions

    • Budget approval

4.4 Committees
The Council may form committees, including:

  • Sustainability & Standards Committee

  • Policy & Government Affairs Committee

  • Audit & Compliance Committee

ARTICLE V

Funding & Dues

5.1 Membership Dues
Annual dues may be assessed by Member class.

5.2 Use of Funds
Funds shall be used solely to advance the Company’s mission.

5.3 No Distributions
No profits or surpluses shall be distributed to Members.

ARTICLE VI

Antitrust & Competition Safeguards

6.1 Prohibited Conduct
Members shall not discuss or coordinate:

  • Prices or pricing strategies

  • Production volumes

  • Customer allocation

  • Market division

6.2 Compliance Oversight
All meetings shall follow written antitrust compliance guidelines.

ARTICLE VII

Indemnification & Liability

7.1 Limitation of Liability
Members and Council members are shielded to the fullest extent permitted by law.

7.2 Indemnification
The Company shall indemnify covered persons except in cases of willful misconduct.

ARTICLE VIII

Dissolution

Dissolution shall follow the Charter and the Act.

2. CODE OF SUSTAINABILITY & DISCLOSURE

ARTICLE I

Principles

Members commit to:

  • Environmental responsibility

  • Ethical labor practices

  • Accurate consumer disclosure

  • Continuous improvement

ARTICLE II

Environmental Standards

Members shall:

  • Measure and disclose energy usage

  • Track emissions where practicable

  • Avoid misleading environmental claims

Use of renewable energy shall be encouraged but not mandated unless formally adopted.

ARTICLE III

Labor & Human Rights

Members must:

  • Comply with applicable labor laws

  • Prohibit forced or child labor

  • Maintain safe working conditions

ARTICLE IV

Disclosure & Marketing Integrity

Members shall:

  • Clearly disclose diamond origin and creation method

  • Avoid ambiguous or deceptive terminology

  • Support consumer education efforts

ARTICLE V

Verification & Audits

The Council may:

  • Require self-certification

  • Commission independent audits

  • Publish aggregated industry metrics

ARTICLE VI

Enforcement

Violations may result in:

  • Remediation plans

  • Suspension

  • Termination of membership

3. MEMBERSHIP TIER STRUCTURE

A. FOUNDING MEMBER

Eligibility

  • Recognized global leader in sustainably created diamonds

  • Founding role in Council formation

Rights

  • Permanent Council seat

  • Veto rights on Charter amendments (initial period)

  • Brand recognition as Founding Member

Obligations

  • Leadership participation

  • Enhanced disclosure commitment

B. CORE PRODUCER MEMBER

Eligibility

  • Commercial producer of sustainably created diamonds

  • Meets Council standards

Rights

  • Voting rights

  • Eligibility for Council seats

  • Use of Council marks

Obligations

  • Annual dues

  • Reporting & compliance

C. ASSOCIATE MEMBER

Eligibility

  • Aligned entities (technology, research, supply chain)

Rights

  • Participation in working groups

  • No voting rights

Obligations

  • Limited dues

  • Code compliance

Purpose AlignmentARTICLE IV – Non-Profit Purpose and Industry Focus

The Company is organized and operated to advance the common interests of the lab-grown diamond industry, including:

  • Promoting the shared interests of its members and the broader industry

  • Supporting initiatives that improve industry standards, sustainability, and business conditions

  • Operating on a non-profit basis, with no distribution of profits or assets to individual members or private shareholders

  • Fostering collaboration, research, advocacy, and educational activities for the benefit of the industry as a whole

No part of the Company’s net assets or income shall inure to the benefit of any individual member or private shareholder.

Structural Safeguards

  • No distributions

  • Industry-wide focus

  • Objective standards

  • Antitrust controls.