These are the By-laws of the Registered Interior Designers Institute of Alberta also known as “Interior Designers of Alberta” or “IDA”. These Bylaws come into force with effect on June 10th, 2020. These By-laws replace the By-laws previously in force, which were rescinded at the time these By-laws came into force.
1.2 Definitions
The following definitions shall apply to all parts of these By-laws unless otherwise stated or the context otherwise requires: In this By-law, words importing persons include firms, partnerships, proprietorships, corporations, unincorporated organizations and legal entities. Words importing the singular will include the plural and vice versa. Words importing the masculine include the feminine and neuter and vice versa.
"Association" or "RIDIA" means the Registered Interior Designers Institute of Alberta also known as “Interior Designers of Alberta” or “IDA”.
"By-laws" means By-laws of the Council made pursuant to the Act.
“CIDA” means the Council for Interior Design Accreditation.
"Code of Ethics" means the Code of Ethics adopted by the Association from time to time.
"Council" means the Council of the Association.
"Councillor" means a Member of the Council but does not include an Ex Officio Member of Council.
“Currency Equivalents” means those requirements prescribed by the Council to constitute the equivalent of a currency or financial requirement prescribed by these By-laws.
"Designated Member" or "Designated Membership" means a membership category and designation granted by the Association to an individual or entity that is not an interior designer but has demonstrated special qualifications, expertise, or contributions to the interior design profession, as further defined in these By-laws.
"Ex Officio" means by virtue of the office and includes a person who is a Member of the Council or committee by virtue of the office he or she holds.
"General Meeting" means a meeting of Members, which includes an Annual General Meeting or Special General Meeting.
"Good Standing" means that a Member has paid all dues and fees payable by the Member and has complied with all other requirements of these By-laws and the Act.
"Honorary Member" means a person appointed by the Council as an Honorary Member of the Association in recognition of distinguished service to the Association or to the interior design profession.
"Member" means a person whose application for Membership has been approved and who has paid all dues and fees payable, and includes a Registered Member, Intern Member, Associate Member, Student Member, retired category, and any other category established by these By-laws.
"Membership" means the state of being a Member of the Association.
"Notice" includes a written notice transmitted by hand, courier, mail or electronic means.
"Ordinary Resolution" means a resolution passed by a majority of the votes cast by Members who voted in respect of that resolution.
"Registered Interior Designer" means a Registered Member in Good Standing who is authorized to use the designation “RID” as provided by these By-laws.
"RID" means Registered Interior Designer, a professional Member of the Association in Good Standing.
"Special Resolution" means a resolution passed: (a) at a General Meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and by the vote of not less than 75% of those Members who, if entitled to do so, vote in person or by proxy; or (b) a resolution consented to in writing by all the Members who would have been entitled to vote on the resolution in person or by proxy at a General Meeting.
"Student" means a person enrolled in an interior design program or design-related educational program acceptable to the Council.
“NCIDQ” means the National Council for Interior Design Qualification examination.
“Seal” means the corporate seal of the Association.
“Act” means the Societies Act (Alberta), as amended from time to time.
“Regulations” means any regulations established by the Council pursuant to these By-laws.
1.3 Interpretation
Any question as to the interpretation of these By-laws is to be determined by the Council, whose decision is final.
1.4 Headings
The headings used in this document are for reference only and do not form part of these By-laws and are not to be considered in the interpretation of this By-law.
1.5 By-laws Subject to Act
These By-laws are subject to the provisions of the Act, and where any provision of these By-laws conflicts with the Act, the Act prevails.
PART 2 – Membership
2.1 Categories of Membership
The Membership of the Association consists of the following categories: (a) Registered Member (RID); (b) Intern Member; (c) Associate Member; (d) Student Member; (e) Retired Member; (f) Honorary Member; (g) Designated Member; and (h) any other category established by Special Resolution.
2.2 Qualifications – Registered Member (RID)
An applicant for Registered Membership must: (a) be a graduate of a CIDA-accredited program or equivalent as recognized by the Council; (b) have completed the experience requirements as prescribed by the Council; (c) have successfully completed the NCIDQ examination; (d) agree to abide by the Code of Ethics; and (e) pay the prescribed fees.
2.3 Qualifications – Intern Member
An applicant for Intern Membership must: (a) be a graduate of an interior design program acceptable to the Council; (b) be actively completing experience requirements leading to NCIDQ eligibility; (c) agree to abide by the Code of Ethics; and (d) pay the prescribed fees.
2.4 Qualifications – Associate Member
An applicant for Associate Membership must: (a) be employed in the interior design field or a related discipline acceptable to the Council; (b) agree to abide by the Code of Ethics; and (c) pay the prescribed fees.
2.5 Qualifications – Student Member
An applicant for Student Membership must: (a) be enrolled in an interior design or related educational program acceptable to the Council; (b) agree to abide by the Code of Ethics; and (c) pay the prescribed fees.
2.6 Qualifications – Retired Member
A Member in Good Standing who has retired from active practice may apply to the Council for Retired status and, upon approval, will pay reduced dues as prescribed by the Council and may retain voting rights as set by regulation.
2.7 Qualifications – Honorary Member
The Council may appoint as an Honorary Member any person who has rendered distinguished service to the Association or the interior design profession. Honorary Members are exempt from dues and do not have voting rights unless otherwise determined by Special Resolution.
2.8 Qualifications – Designated Member
The Council may establish and grant Designated Memberships to individuals or entities that have demonstrated special qualifications, expertise, or contributions to the interior design profession. Rights and privileges of Designated Members shall be as prescribed by the Council.
2.9 Rights and Privileges
Except as otherwise provided, only Registered Members (RIDs) in Good Standing may vote, hold office, or use the designation “RID”. Other categories may attend meetings and receive communications and other benefits as prescribed by the Council.
2.10 Application, Admission, and Register
Applications for Membership must be made in the form prescribed by the Council and accompanied by the required documentation and fees.
The Council or its delegate will review applications and determine eligibility.
The Association will maintain a register of Members containing names, categories, and contact information.
2.11 Good Standing and Suspension
A Member is in Good Standing when dues and fees are current and the Member is not under suspension or discipline.
The Council may suspend or terminate Membership for cause, including non-payment of dues, breach of the Code of Ethics, or conduct detrimental to the Association, in accordance with Part 10 (Discipline).
PART 3 – Dues, Fees, and Finance
3.1 Dues and Fees
Annual dues and fees for each Membership category are set by the Council and are payable on or before the date prescribed by the Council.
The Council may prescribe Currency Equivalents and installment plans.
3.2 Arrears and Reinstatement
Members in arrears may be suspended after notice. Reinstatement requires payment of arrears, applicable fees, and compliance with any conditions set by the Council.
3.3 Financial Year
The financial year of the Association is as determined by the Council.
3.4 Banking and Signing Authority
Banking business of the Association shall be conducted with such financial institutions as the Council determines. Cheques, instruments, and contracts will be signed by such officers or persons as the Council designates.
3.5 Audit or Review
The financial statements shall be reviewed or audited annually by an independent accountant as determined by the Council and presented to the Members at the Annual General Meeting.
PART 4 – Meetings of Members
4.1 Annual General Meeting
The Annual General Meeting shall be held each year at a time and place determined by the Council for the purpose of receiving reports, approving financial statements, electing Councillors, appointing the auditor or reviewer, and conducting other business.
4.2 Special General Meetings
Special General Meetings may be called by the Council or upon requisition of the Members as provided in the Act.
4.3 Notice of Meetings
Notice of a General Meeting shall be sent to Members not less than the minimum period required by the Act, specifying the date, time, location, and general nature of business. Notice may be given by mail or electronic means including email to the address on the register.
4.4 Quorum
The quorum for a General Meeting shall be as determined by the Council or, in default, a number of Members present in person or by permitted electronic means as set by regulation, but not less than that required by the Act.
4.5 Voting
Each Registered Member in Good Standing is entitled to one vote. Voting may be by show of hands, ballot, or electronic means as determined by the chair. Proxies may be permitted as prescribed by regulation.
4.6 Procedures
Meetings shall be conducted in accordance with rules of order adopted by the Council, subject to the Act and these By-laws.
PART 5 – Council (Board of Directors)
5.1 Powers and Duties
The Council governs, manages, and controls the affairs of the Association, establishes policies and regulations, admits Members, sets dues and fees, and ensures compliance with the Act and these By-laws.
5.2 Composition
The Council shall consist of a number of elected Councillors as determined by the Council, including Officers specified in these By-laws, and may include Ex Officio, non-voting members as prescribed.
5.3 Eligibility
Councillors must be Members in Good Standing and meet any additional qualifications prescribed by the Council.
5.4 Election and Term
Councillors are elected by the Members at the Annual General Meeting for terms as prescribed by the Council, with staggering to ensure continuity.
5.5 Vacancies
The Council may appoint a Member to fill a vacancy until the next Annual General Meeting.
5.6 Removal
A Councillor may be removed by resolution of the Members or by the Council for cause, including breach of fiduciary duty or failure to attend meetings, in accordance with procedures established by the Council.
5.7 Meetings of Council
The Council shall meet at such times and places as it determines, including by electronic means. A majority of Councillors constitutes a quorum.
5.8 Remuneration and Expenses
Councillors serve without remuneration but may be reimbursed for reasonable expenses incurred in the performance of their duties as approved by the Council.
PART 6 – Officers
6.1 Officers and Duties
Officers of the Association include a President (or Chair), Vice President, Secretary, Treasurer, and any other officers the Council determines. Duties include presiding at meetings, overseeing records, financial stewardship, and other responsibilities assigned by the Council.
6.2 Election or Appointment
Officers are elected by the Council from among the Councillors or appointed as prescribed by the Council after each Annual General Meeting.
6.3 Term and Removal
Officers hold office for terms set by the Council and may be removed by the Council for cause.
6.4 Signing Authority
Officers have such signing authority as the Council designates.
PART 7 – Committees
7.1 Committees
The Council may establish standing or ad hoc committees, define their mandates, appoint members, and dissolve them as necessary.
7.2 Nominating Committee
A Nominating Committee shall be struck annually to solicit and recommend candidates for election to Council and to ensure a fair election process.
7.3 Other Committees
Other committees may include Membership, Education, Professional Development, Ethics, Communications, and such committees as the Council requires.
PART 8 – Conduct and Ethics
8.1 Code of Ethics
All Members must adhere to the Code of Ethics adopted by the Association and any professional standards established by the Council.
8.2 Complaints
Any person may make a complaint concerning the conduct of a Member. Complaints shall be in writing and submitted to the Association for consideration under Part 10.
PART 9 – Use of Designations and Seals
9.1 Use of “RID”
Only Registered Members in Good Standing may use the designation “RID”.
9.2 Corporate Seal
The Seal of the Association shall be kept in the custody of the Secretary or other person designated by the Council and used as the Council directs.
PART 10 – Discipline
10.1 Jurisdiction
The Association may discipline Members for unprofessional conduct, breach of the Code of Ethics, or violations of these By-laws or the Act.
10.2 Process
Discipline procedures shall ensure fairness and due process, including notice of allegations, an opportunity to respond, and a decision by an impartial panel or committee as established by the Council.
10.3 Sanctions
Sanctions may include reprimand, suspension, conditions, fines, or expulsion, as appropriate.
10.4 Appeals
A Member subject to discipline may appeal in accordance with procedures established by the Council.
PART 11 – Records and Communication
11.1 Records
The Association shall maintain proper records including minutes, Membership registers, and financial statements.
11.2 Access
Members may inspect certain records as permitted by the Act and as prescribed by the Council, subject to privacy laws.
11.3 Communication
Notices and communications may be given by electronic means, including email. The Association’s website at www.idalberta.ca and general correspondence via [email protected] may be used for official communications where permitted.
PART 12 – Amendments
12.1 Amendment of By-laws
These By-laws may be amended, repealed, or replaced by Special Resolution of the Members.
12.2 Effective Date
An amendment becomes effective upon the date specified in the Special Resolution or, if no date is specified, upon passage.
PART 13 – Indemnification and Insurance
13.1 Indemnification
The Association shall indemnify Councillors, Officers, committee members, and employees, and their heirs and legal representatives, against all costs, charges, and expenses reasonably incurred in respect of any civil, criminal, administrative, investigative, or other proceeding if they acted honestly and in good faith with a view to the best interests of the Association and, in the case of a criminal or administrative action, had reasonable grounds for believing the conduct was lawful.
13.2 Insurance
The Association may purchase and maintain insurance for the benefit of persons referred to in section 13.1 as the Council determines.
PART 14 – General
14.1 Execution of Documents
Contracts, documents, or instruments in writing requiring execution by the Association shall be signed by such Officers or persons as the Council may designate and all such documents so signed are binding upon the Association without further authorization or formality.
14.2 Fiscal Policies
The Council may adopt policies and procedures respecting financial management, procurement, reserves, and related matters.
14.3 Rules and Regulations
The Council may make regulations, policies, and procedures not inconsistent with these By-laws or the Act for the administration of the Association.
14.4 Severability
If any provision of these By-laws is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
14.5 Dissolution
Upon dissolution of the Association, its property and assets shall, after payment of liabilities, be distributed in accordance with the Act and any Special Resolution of the Members.
