Institute By-Laws | Retail Design Inst.

SECTION 1 The Corporate Seal of the Institute shall have inscribed thereon the name of the Institute, and the words 'Corporate Seal, New York.' Said seal may be used by causing it or a facsimile thereof to be pressed affixed or otherwise reproduced (including digital reproduction).

OFFICERS OF THE INSTITUTE

Article IV THE OFFICERS

SECTION 1 The Officers of the Institute shall be the Chairman, the President, the Vice President, the Secretary, and the Treasurer hereafter in these By-laws referred to as the Officers.

SECTION 2 The Board of Directors hereafter in these By-laws referred to as the Board, shall consist of the Officers of the Institute, the Chapter Presidents, and the Directors elected by the Chapters as noted in Article XIII of these By-laws.

SECTION 3 The Board of Directors may appoint such other officers as it shall deem necessary who shall hold office until the next election and who shall exercise such powers and perform such duties as shall be determined by the Board of Directors.

SECTION 4 The Offices of President and Vice President shall be elected by the Board of Directors and shall be Professional members in good standing.

The Offices of Secretary and Treasurer shall also be elected by the Board of Directors but may be of any class of membership.

SECTION 5 The Officers of the Institute shall hold office for two years or until their successors are chosen and qualify in their stead.

SECTION 6 The Officers of the Institute shall not receive any salary for their services.

SECTION 7 The Officers of the Institute shall meet or confer as required to manage the business of the Institute.

Article V THE CHAIRMAN

SECTION 1 The Chairman will be the Immediate Past President and will serve for the term of their successor.

SECTION 2 The Chairman shall provide for an orderly and complete transition of office to the President.

SECTION 3 The Chairman shall act as advisor to the President and Board and accept responsibilities as requested by the President.

Article VI THE PRESIDENT

SECTION 1 The President shall be the Chief Executive Officer and the public representative of the Institute and shall have the general powers and responsibilities of an Institute or of a corporation.

SECTION 2 The President shall execute the contracts requiring a seal under the seal of the Institute and shall have general and active management of the business of the Institute.

SECTION 3 The President shall be an ex-officio member of all standing committees and shall appoint committees to execute the Board of Directors' decisions.

SECTION 4 The President shall preside at all meetings of the Officers of the Institute and at all meetings of the Board of Directors.

SECTION 5 The President shall at the end of each year and when called for by the Members present a full and clear statement of the business and condition of the Institute to all Members of the Institute.

SECTION 6 The Annual Statement of the Institute shall include a condensed reporting of the financial status of the Institute for that fiscal year.

SECTION 7 The Annual Statement shall include the status of membership of the Institute.

Article VII THE VICE PRESIDENT

SECTION 1 The Vice President shall in the absence or disability of the President perform the duties and exercise the powers of the President.

SECTION 2 The Vice President shall relieve the President of all administrative details which otherwise interfere with the President's duties and shall see that the responsibilities assigned by the President are put into effect.

SECTION 3 The Vice President shall receive copies of all committee reports; shall notify the President of any action taken by committees and shall summarize all committee reports and distribute copies to all of the Officers of the Institute.

Article VIII THE SECRETARY

SECTION 1 The Secretary shall attend all meetings of the Officers and the Board and shall record the minutes of all proceedings and the votes on all motions in digital format to be archived for reference on an Institute server.

SECTION 2 The Secretary shall give or cause to be given notice of the Officers, the Board, and the membership.

SECTION 3 Whenever notice is required to be given to any Member, such notice shall be given in writing and delivered in digital format (e.g., via email addressed to such member's email address as appears in the records of the Institute) or, if a current email is not available to the email of the current secretary of the Chapter to which the Member belongs or lastly via postal mail to the Member address as appears in the records of the Institute.

SECTION 4 The Secretary shall keep in safe custody the seal of the Institute and when authorized by the President of the Board shall affix same to any instrument requiring the seal and when so affixed, it shall be attested by their signature or by the signature of the Treasurer. The seal and signatures may also be applied as digital remarks, and are held as viable through the certification policies by the receiving company or institution.

SECTION 5 The Secretary shall perform such other duties as assigned by the Board or by the President under whose supervision they shall be.

Article IX THE TREASURER

SECTION 1 The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements via approved digital accounting tools the final file versions of which reside on servers belonging to the Institute and shall deposit all moneys and other valuable effects in the name and to the credit of the Institute in such depositories as may be designated by the Board of Directors.

SECTION 2 The Treasurer shall have the power to disperse such Funds of the Institute as may be ordered by the Board and shall render to the President and Directors at the regular meeting of the Board or whenever they may require it, an account of all their transactions as Treasurer and of the financial condition of the Institute.

SECTION 3 At the discretion of the Board a bond may be requested which shall be renewed every year in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office and for the restoration to the Institute, in case of their death, resignation, retirement or removal from office, of all digital files, digital records, books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Institute.

SECTION 4 All checks, electronic transfers or demands for money and notes of the Institute shall be signed (approved) by the Treasurer, including digital signatures where appropriate. In case of death, absence or inability of the Treasurer, the President shall act in their place or appoint a successor.

SECTION 5 The Treasurer shall at the end of each fiscal year prepare an annual statement of the financial status of the Institute.

SECTION 6 The Fiscal year begins the first day of November of each year.

Article X TRANSFER OF OFFICERS DUTIES

SECTION 1 In case of the absence of any officer of the Institute for any other reason that the Board may deem sufficient, the Board may choose to delegate from time to time, and for a limited duration to be determined, the powers or duties of any officer to any other officer or to any Director.

THE BOARD OF DIRECTORS

Article XI THE BOARD OF DIRECTORS

SECTION 1 The Board of Directors, hereafter in these By-laws referred to as the Board shall consist of the Officers of the Institute, the Chapter Presidents, and the Directors of the Chapters.

SECTION 2 The Board shall manage the property and business of the Institute and shall initiate, approve, and cause to be executed all programs of the Institute.

SECTION 3 The Board shall elect the Officers of the Institute including the President, the Vice President, the Secretary and Treasurer, and other officers the Board deems necessary to manage the business of the Institute.

SECTION 4 In addition to the powers and authorities by these By-laws expressly conferred upon it, the Board may exercise all such power of the Institute and execute all such lawful acts that are not by statute or by Certificate of Incorporation, or by these By-laws directed or required to be executed in order to effectively achieve the purposes of the Institute.

Article XII THE CHAPTER PRESIDENTS

SECTION 1 The Chapter Presidents shall be members of the Board of Directors of the Institute during their tenure of office as Chapter President and their terms of office shall be staggered as set forth by the Board.

SECTION 2 The Chapter Presidents shall execute all programs initiated and approved by the Board at their respective Chapters.

SECTION 3 The Chapter Presidents shall serve on committees and execute all duties as assigned by the President or the Board.

SECTION 4 Should a Chapter President be elected to the office of President, Vice President, Secretary, or Treasurer, the Chapter Vice President shall serve out the previous President’s as the Chapter's representative on the Board of Directors.

Article XIII DIRECTORS

SECTION 1 The Directors shall be elected by each Chapter's membership to serve on the Board of Directors and shall be Professional members in good standing.

SECTION 2 The number of Directors from each Chapter represented on the Board shall be proportionate to the total number of Professional members in good standing within each Chapter's membership. Any chapter that has fewer than twenty-five (25) Professional members does not entitle that chapter to a Directorship.

The first director in any Chapter shall be the elected Chapter Vice President.

The granting of further Directorships for Board participation shall be as follows:

I. From twenty-five (25) through forty-nine (49) Professional members grants one Director who shall be the elected Vice-President of the Chapter as noted above.
ii. From fifty (50) through ninety-nine (99) Professional members grants one (1) Director in addition to the Chapter Vice President.
iii. From one hundred (100) through one hundred ninety-nine (199) Professional members grants two (2) Directors in addition to the Chapter Vice President.
iv. Two hundred (200) or more Professional members grants three (3) Directors in addition to the Chapter Vice President.

SECTION 3 In addition to the proportionately granted Directorships per Chapter, a City Center President shall be a Director of the Board and shall carry the number of votes of the City Center's Professional membership at all meetings of the Board of Directors. Should the City Center President be unable to attend a Board Meeting, the City Center's votes will revert to the City Center's Sponsoring Chapter President.

SECTION 4 The Directors shall serve on the Board for the term of two (2) years. Each two-year term shall align with that Chapter’s election cycle as noted by the Board.

SECTION 5 Should a Director be elected to be an Officer of the Institute or should a Director be unable to fufill the term of service by reason of illness, death, resignation, or disqualification, their Chapter President shall appoint to Directorship another Professional member to serve out the term.

SECTION 6 The Directors shall not receive any salary for their services.

Article XIV MEETINGS OF THE BOARD

SECTION 1 The Board shall hold a regular meeting at least once each year. The date and place of this meeting shall be as determined by the Board and as required by the business of the Institute. Reminders of such meeting dates must be delivered via read-receipt acknowledgment enabled. Digital acknowledgment received by a Chapter President or Director of a Chapter will constitute an acknowledgment by that entire Chapter.

I. It is also possible to hold Board meetings via secure (e.g., password or entrance restricted) digital video format or conference call if such time that an in-person meeting is determined inappropriate or financially unsound. The decision on what type of format to utilize for the meeting will be determined by the Officers.
ii. It is also appropriate for Board meetings to be combinations of the tools noted previously. Such meeting participants who are present via audio or video channels will be acknowledged as “present” for the purpose of determining quorum and voting.

SECTION 2 Special meetings of the Board may be called by the President on thirty (30) days' notice to each member of the Board. These notifications must be delivered via email with read receipt acknowledgment enabled. Digital acknowledgment received by a Chapter President or Director of a Chapter will constitute an acknowledgment by that entire Chapter.

SECTION 3 At all meetings of the Board of Directors, attendance of a majority of the Board's members shall be deemed necessary to constitute a quorum of the votes for the transaction of business. The action of the majority of Directors present at the meeting at which there is a quorum shall be the action of the Board of Directors except as may be otherwise specifically provided by the Statute or by the Certification of Incorporation or by these Bylaws.

SECTION 4 The Board shall hold the election of Officers at a regular meeting of the Board.

SECTION 5 The annual operating budget of the Institute shall be proposed by the President at the first regular meeting of the year. This Budget shall be accepted and/or qualified by a vote of the Board during the first regular meeting of the year.

SECTION 6 Members of the Board who cannot be present at a meeting of the Board can be represented by any other Professional member in good standing provided that a proxy is held in writing. No Board member may hold more than one proxy vote.

Article XV COMMITTEES OF THE BOARD

SECTION 1 The Board of Directors may designate such committees of the members of the Institute to further the business of the Board and Institute as it deems advisable. The duties and scope of the activity of the said committees must be defined by the Board at the time of the committee's establishment.

SECTION 2 The committees shall keep regular minutes of their proceedings and report the same to the Board when required.

SECTION 3 The committees shall make regular reports of their actions to the Vice President.

Article XVI VOTES OF THE BOARD

SECTION 1 Those issues put to a vote of the Board of Directors that affect, amend, and/or qualify these By-laws shall be voted by the Chapter Presidents and Directors carrying the total number of votes of their respective Chapter's Professional membership.

SECTION 2 Those issues put to a vote of the Board that pertain to the business of the Institute shall be voted by all members of the Board.

SECTION 3 All issues of national and/or international impact or By-law amendments to be put to a vote of the Board shall be issued to all Board members at least thirty (30) days prior to a meeting of the Board.

SECTION 4 At the direction of the President, the Secretary shall email to each Director a clear statement of the question to be voted upon and any expression of opinion regarding same from any Board member. This will be issued to the email address on file for each Director and must be delivered via read-receipt acknowledgment enabled. Digital acknowledgment received by a Chapter President or Director of a Chapter will constitute an acknowledgment by that entire Chapter.

SECTION 5 Email ballots shall be due to the Secretary within thirty (30) days from the digital date of receipt to the Board members and the Secretary shall tabulate and record all votes electronically as part of the most recent Board meeting minutes and shall report the vote to the members of the Board of Directors within fifteen (15) days of the date of tabulation.

THE CHAPTERS OF THE INSTITUTE

Article XVII THE CHAPTERS

SECTION 1 The Chapter is a group of members of the Institute granted a charter to operate as a Chapter in any given city or metropolitan (e.g., New England) area.

SECTION 2 All members shall be deemed to belong to one of the Chapters and any member may at their discretion belong to any one Chapter with the exception of an international member of any category who shall be affiliated to the International Executive Office until such time as a City Center or Chapter is formed in their locality or country and then that member will be moved to membership in that respective City Center Sponsor Chapter or full

Chapter.

SECTION 3 Each Chapter shall elect a President, a Vice President, a Secretary, and a Treasurer to manage the business of the Chapter. All members shall be eligible to vote in chapter elections and on other such matters, as the local Chapter officers shall present to the entire Chapter membership for vote.

SECTION 4 Each Chapter shall elect Directors to serve on the Board of Directors of the Institute as set out in these By-laws and prescribed by the Board of Directors.

SECTION 5 The Chapter President, Vice President, and Directors shall be Professional members in good standing.

SECTION 6 Each Chapter may elect or appoint any other such Chapter Officers as it deems necessary to manage the Business of the Chapter.

SECTION 7 All By-laws and constitutions of any Chapter shall be subject to and consistent with the Articles of Incorporation and these By-laws of the Institute.

SECTION 8 Chapters shall hold board meetings of their membership (attended by their elected officers, directors, and board members as well as open to their Chapter members) at least six (6) times per year. Business meetings can either be held virtually or in person.

SECTION 9 A Chapter should maintain a minimum of fifteen (15) members of any combination of membership categories, maintain a Chapter President and Vice President, participate physically or digitally in Board of Directors meetings, and hold a minimum of six (6) events open to the general membership and guests a year and maintain all requirements for Chapter operation as noted in Article XVII, SECTIONS 3-9 of these By-laws to be considered compliant.

i. Events are defined as an organized gathering or presentation presented by the Chapter offering content to members and non-members (at a fee).
- a. Events can either be virtual or in-person.
- b. Events can include “Happy-Hours”, Gallery visits, Retail Tours, “Meet & Greets” for Networking, Virtual events such as forums and discussions on retail culture, Student portfolio reviews, Membership Drives and an event associated with the Annual Awards Gala.
- c. Chapters are able to produce joint events with other Chapters and co-sponsors and are not limited to only holding the above-mentioned items. Co-sponsors are defined as vendors, other design agencies, and business organizations such as AIA, IIDA, IDC, etc.

SECTION 10 Dissolution of a Chapter

i. A Chapter should maintain a minimum of fifteen (15) members of any combination of membership categories, maintain a Chapter President and Vice President, participate physically or digitally in Board of Directors meetings, and hold a minimum of four (4) events a year and maintain all requirements for Chapter operation as noted in Article XVII, SECTIONS 3-8 of these By-laws to be considered compliant.

ii. Should a Chapter fall below any of these requirements consistently over the course of six (6) consecutive months, the Chapter President or Secretary (if present) must notify the International Board Secretary of this deficiency along with a Chapter plan for remediation.

iii. A deficient Chapter will be granted six (6) months to remediate the challenge at which time a further report will be given from the Chapter President or Secretary to the International Board Secretary. If the problem is noted as resolved, the Chapter will continue to operate as a compliant Chapter of the Institute.

If the problem is not resolved, the International Board may choose to:

a. Grant an additional time period for resolution with an approved remediation plan.
b. Demote the Chapter to a City Center and place the new City Center under the guidance of an appropriate compliant Chapter. All current members of the previous Chapter will become members of the adoptive Chapter. At this point, the new City Center will follow guidance as noted in Article XVIII.
c. Dissolve the Chapter. All current members of the previous Chapter will become members of the geographically nearest compliant Chapter. International Chapters will follow similar guidance and may be adopted by a domestic Chapter. Further guidance is noted in Article XVII SECTION 10.

SECTION 11 Should a Chapter cease to operate, all remaining Chapter funds and all Chapter records shall be sent to the International Treasurer of the Institute.

Article XVIII CITY CENTERS

SECTION 1 The City Center shall be comprised of those members who choose to attend meetings in or preference in association with that city area which does not have a Chapter Charter.

SECTION 2 The formation of a City Center requires a minimum of eight (8) members including a minimum of four Professional members who shall submit a written Statement of Intent to form a City Center as noted in Article XIX.

SECTION 3 The Statement shall be addressed to the President of the Chapter to which the majority of proposed City Center members hold or choose to hold their membership for that Chapter's approval and shall be sent to the President of the Institute.

SECTION 4 Upon formation, the City Center members shall elect a President, a Secretary, and a Treasurer to manage the business of the City Center. The President must be a Professional Member; however, the additional Officers may be of any membership category.

SECTION 5 Upon receipt and approval by the Chapter of the City Center formed, the Chapter shall rebate to the City Center members’ dues pro-rated for the remaining fiscal year from that dues portion held by the Chapter. The Chapter Treasurer shall advise the City Center in opening a banking account and in following all accounting procedures as proscribed by the Board of Directors.

SECTION 6 City Center members shall retain membership in or transfer membership to that Chapter within which the majority of City Center members hold or choose to hold their membership.

SECTION 7 The Chapter shall maintain responsibility for and to the City Center members and shall approve all membership applications, issue all certificates of membership, and maintain on its rosters all City Center memberships.

SECTION 8 The City Center shall hold a membership meeting at least once every two (2) months and shall send minutes of those meetings to the Chapter President and the President of the Institute.

SECTION 9 The City Center President is encouraged to attend meetings of the Board of Directors.

SECTION 10 Dissolution of a City Center

i. A City Center should maintain a minimum of eight (8) members of any combination of membership categories, maintain Leadership, and hold a minimum of two (2) events a year along with maintaining the requirements of Article XVIII, SECTIONS 4-8 of these Bylaws to be considered compliant.
ii. Should a City Center fall below any of these requirements consistently over the course of six (6) consecutive months, the City Center President must notify the sponsoring Chapter President or Secretary of this deficiency along with a plan for remediation.
iii. A deficient City Center will be granted six (6) months to remediate the challenge at which time a further report will be given from the Center President to the sponsoring Chapter Board President or Secretary.

If the problem is resolved, the City Center will continue to operate as a compliant City Center of the Institute. If the problem is not resolved, the sponsoring Chapter Board may choose to either:

a. Grant an additional period of time for resolution of the issue with an approved remediation plan.
b. Dissolve the City Center. All current members of the previous City Center will remain members of the sponsoring Chapter. Further guidance is noted in Article XVII SECTION 11 of these By-laws.

SECTION 11 Should a City Center cease to operate, all remaining City Center Funds shall be returned to the sponsoring Chapter Treasury, and all City Center records shall be sent to the sponsoring Chapter President.

Article XIX CHARTERS FOR CHAPTERS

SECTION 1 A City Center may petition the Board of Directors for a Chapter Charter with the approval and support of the Chapter governing the City Center.

SECTION 2 The Chapter President shall present to the Board of Directors the written petition of the City Center for a Chapter Charter and shall supply to the Board evidence showing fulfillment of qualifications for a Chapter Charter.

SECTION 3 To qualify for a Chapter Charter, a City Center shall operate under Article XVII of these By-laws for a period of not less than two (2) years from the date of formation and should have a minimum of thirty (30) members comprised of not less than twelve (12) Professional members and not more than 25 percent Trade members.

SECTION 4 A petition for Chapter Charter by a City Center shall include a list of City Center officers, City Center roster, synopsis of activities of the previous two (2) years, complete City Center Treasurer's reports for the previous two (2) years and any reports of major accomplishments pursuant to the goals of the Institute.

SECTION 5 The Board of Directors shall act upon a petition received with all supporting evidence within sixty (60) days of submission to all members of the Board.

SECTION 6 Chapter Charters when authorized by the Board are for the purpose of conducting the activities of the Institute in that named city, and said Chapter shall further and abide by the purposes and objectives of the Institute and in accordance with these By-laws.

SECTION 7 Should the Board not approve the petition, the President shall give written notice of reasons to the City Center and its Chapter President.

SECTION 8 The City Center may re-petition the Board after a minimum period of six (6) months and after the City Center has acted upon the reason for a previous non-approval.

SECTION 9 Any Charter granted hereunder may be revoked by the Institute by a two-thirds vote of the Board of Directors.

THE MEMBERSHIP

Article XX CLASSES OF MEMBERSHIP

SECTION 1 The basic classes of membership of the Institute shall consist of the following:

Professional Member
Associate Member
Allied Member (includes Student Member, Educational Member, and Media Member categories)
Trade Member/ International Trade Affiliate

SECTION 2 These additional special classes of membership are elected by a vote of the Board of Directors:

Fellowship
Honorary Membership
Life Membership

SECTION 3 Additional classes of membership may be admitted by a vote of the majority of the Board of Directors.

Article XXI QUALIFICATIONS FOR MEMBERSHIP

SECTION 1 Professional Membership

An individual who meets at least one (1) of the following three (3) requirements:

i. An individual engaged on a full-time basis in the profession of creating selling environments for a minimum of eight (8) years, and shall be professionally competent in six (6) or more of the following areas of endeavor in such:
- a. retail strategy
- b. retail brand strategy
- c. retail strategic environment planning
- d. retail environmental design
- e. retail architecture
- f. retail project and/or construction administration
- g. retail fixture design (including pop-up store design)
- h. retail merchandising
- i. retail visual merchandising (including temporary exhibition design)
- j. retail lighting design
- k. retail digital environmental creation (including completely digital space)
As certified by two sponsors who are Professional members in good standing of the Institute.

ii. Same as (I) above, with a minimum of six (6) years experience for any applicant presenting a four-year degree in architecture, interior design, or engineering from an accredited college or university.

iii. Same as (I) above, with a minimum of four (4) years’ experience for any applicant presenting a college degree and either NIDA or NCARB certification.

iv. The two Professional member sponsors must attest that the application is accurate to the best of their knowledge. If an applicant cannot obtain two Institute Professional Member sponsors, they may substitute other professionals from the interior design, architectural, or engineering fields but must also submit a signed statement listing projects worked on and their specific contributions thereto, together with photographs or drawings sufficient to satisfy the Institute International Executive of the candidate’s professional experience regarding creating retail environments. Professional members shall utilize the appellation RDI after their names to denote accreditation.

SECTION 2 Associate Membership

I. An individual engaged on a full-time basis in the profession of creating retail selling environments who do not yet meet the qualifications required for Professional Membership. Associate Members are encouraged to advance to certification as a Professional Member once they meet the requirements above. Associate members shall utilize the appellation Associate-RDI or Assoc-RID after their names to denote their association with the Institute.

SECTION 3 Allied Membership

I. An individual with related professional expertise to the profession (e.g., Architects, Engineers, Lighting Designers, Graphic Designers, etc.) providing part-time and/or support services to the retail sales-environment creation process. Students, Educators, and Faculty, and online and print Media Memberships are included within this grouping. Allied members may utilize the appellation Allied-RDI after their names to denote their alliance with the Institute.
- Student Membership
  - Retail design, interior design, digital environment, and architectural students presently enrolled on a full-time or part-time basis in an accredited educational program who are interested in pursuing careers related to the creation of retail selling environments.
- Educator Membership
  - A department head or full-time professor or instructor teaching a course of a program dedicated to the creation of retail selling environments.
- Media Membership
  - Individual editors, writers, or critics, but not publishers or sales staff, actively engaged around the practices of architecture, design, or the visual arts.

SECTION 4 Trade Membership

An individual representing a company that provides products or services appropriate to the practice of creating retail selling environments.

SECTION 5 Professional Fellowship Membership

Any active Professional member who is awarded this classification through the highest degree of professionalism and service to the Institute as designated by the Board. Professional Fellow members may utilize the appellation FRDI after their names to denote their accreditation and this honor.

SECTION 6 Honorary Membership

An individual who is not a Professional Member of the Institute and who has made a significant contribution to the profession of the creation of retail selling environments as designated by the Board.

SECTION 7 Life Member

A retired Professional Member may apply to their Chapter or City Center Board of Directors for Life Member status. If approved by the local Board of Directors and President, the application will be forwarded to the International President for final approval.

SECTION 8 International Trade Affiliate

An individual representing a company based outside the U.S., Canada, and Mexico, which provides products and/or services to the creation of retail selling environments.

Article XXII MEMBERSHIP PROCEDURES

SECTION 1 Applications for membership shall be made to each Chapter's Leadership who shall approve or disapprove the application by a majority vote.

SECTION 2 Applicants for Professional membership must be sponsored by two Professional members in good standing as noted in Article XXI SECTION I of these Bylaws.

SECTION 3 Applicants for membership shall be accompanied by the application fee as stated on the application form. The application fee shall be retained by the international office and is non-refundable.

SECTION 4 Upon acceptance of a member, this application and supporting correspondence relating thereto shall be forwarded to the Secretary of the Institute for filing in the Institute records.

SECTION 5 Certificates of membership of the Institute or other accreditation as deemed appropriate (including digital facsimiles of such) shall be issued by the Chapter to all new members upon full payment of applicable dues and application fees. Physical Certificates(if used) shall exhibit the member’s name and signatures of the International President and local Chapter President. Student members do not receive physical or digital certificates.

Article XXIII VOTES OF THE MEMBERSHIP

SECTION 1 All Professional and Fellow members in good standing as of the date the ballot or proxy is sent out, shall be qualified and vested with voting privileges on national/international issues. Ballots and/or proxies shall be emailed to all Professional and Fellow members in good standing to the digital address on file. Votes shall be cast by the Member’s representative Chapter President and/or Directors as per XXVII SECTION 1 of these Bylaws.

SECTION 2 Any questions, actions, or decisions upon which the Board of Directors by resolution shall determine to procure a vote of the full membership may be submitted to a vote of membership via email. Such emails will be sent to membership addresses on file and will be sent as read-receipt required. Emails bounced back to the International Secretary will be noted and those members’ votes will not be required. Should a vote be received from a bounced email account it will be considered invalid unless accommodation can be reasonably made to determine the member from whom it was received.

SECTION 3 Valid votes or ballots received by the Secretary shall be canvassed, tallied, and delivered to the President of the Institute within ten (10) days after the expiration of the required digital response to the Secretary, at which time the action of the membership shall be deemed effective.

SECTION 4 A majority of the votes cast by members in good standing on any ballot shall constitute the election of a candidate for office, passage of a motion, or approval of a specified ballot item except as otherwise noted herein.

SECTION 5 The Secretary shall make a full report of such digital balloting in the minutes of the Institute in a form similar to the record of a member meeting, as well as in a notice to the active membership within thirty (30) days of delivery of results to the President.

SECTION 6 In the event that a ballot or other material on which a vote is required by the membership has been sent out and has not produced the necessary quorum of votes, the International Board of Directors shall have the right to act as they see fit.

Article XXIV MEMBERSHIP DUES

SECTION 1 The fiscal year of the Institute shall begin the first day of November each year.

SECTION 2 Dues notices shall be emailed thirty (30) days prior to the member’s renewal date.

SECTION 3 Dues shall be payable annually prior to January 2 of each fiscal year.

SECTION 4 The number of dues shall be as set by the Board of Directors.

SECTION 5 Allocation of dues to Chapters and City Centers shall be as set by the Board of Directors.

Article XXV SUSPENSION OF MEMBERSHIP

SECTION 1 Failure to pay dues within four (4) months, provided two (2) notices at least thirty (30) days apart have been sent within that period and provided that no answer has been received, shall automatically cause cancellation of membership.

SECTION 2 A member shall be in 'good standing' only when the dues have been fully paid in accordance with the schedule of dues as set forth by the Board.

SECTION 3 A two-thirds vote of the Board of Directors shall be required to sustain charges against any member. In the event that the charges are sustained, the Board of Directors may take such action as, in its discretion, is warranted, including suspension for a limited time or cancellation of Membership. The form of the action shall be determined by a majority of the members of the Board acting on the advice of counsel.

Article XXVI CODE OF ETHICS FOR PROFESSIONAL & ASSOCIATE MEMBERS

SECTION 1 A Member shall not accept any compensation for their services other than from their client or employer.

SECTION 2 A Member shall not render professional services without compensation.

SECTION 3 A Member shall not knowingly compete with another member on the basis of professional charges, or use donations as a device for obtaining professional advantage.

SECTION 4 A Member shall not offer their services in a competition except as provided by such competition codes as the Institute may establish.

SECTION 5 A Member who has been retained as a Professional advisor in a competition shall not accept employment as a designer/planner for that project.

SECTION 6 A Member who also represents a Trade organization shall refrain from overtly promoting the same at meetings; and shall not use the name of the Retail Design Institute or its initials in conjunction with/or as an endorsement for said manufacturing concern.

SECTION 7 A Member shall not knowingly injure falsely or maliciously the professional reputation prospects or practices of another member of the Profession.

SECTION 8 A Member shall not divide fees except with professionals related to the store planning field and those regularly employed or known to be associated with their office.

SECTION 9 A Member shall not use self-laudatory, exaggerated, or misleading language in publicity.

SECTION 10 A Member shall not solicit, nor permit others to solicit in their name, advertisements, or other support toward the cost of any publication presenting their work.

SECTION 11 A Member shall at no time act in a manner detrimental to the best interest of the Profession.

SECTION 12 A Member shall not imply that their membership constitutes any approval or endorsement by the Retail Design Institute of their professional services.

AMENDMENTS

Article XXVII AMENDMENT PROCEDURE

SECTION 1 These By-laws may be amended, supplemented, and/or modified in the following manner: Proposed amendments shall be submitted in writing a minimum of thirty (30) days prior to a meeting of the Board of Directors. A two-thirds vote of the Professional membership as represented at the Board of Directors meeting shall be sufficient to amend these Bylaws as noted in Article XVI SECTION 1.

Table of Contents

Please click on the headings below to jump ahead to the corresponding section of the Retail Design Institute's Bylaws.

The RETAIL DESIGN INSTITUTE

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OFFICERS OF THE INSTITUTE

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THE BOARD OF DIRECTORS

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THE CHAPTERS OF THE INSTITUTE

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THE MEMBERSHIP

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AMENDMENTS

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