Articles of Association

Written October 18, 1996

Name
The name of this association shall be The Canadian Life Insurance EDI Standards Association and its abbreviated version shall be CLIEDIS.

Mission
CLIEDIS is a not-for-profit organization dedicated to common standards and conventions that enhance the efficiency of the Canadian life and health insurance industry to the benefit of all stakeholders, including carriers, distributors, associations and business partners. The organization supports this mission through training, development and industry advocacy activities.

CLIEDIS provides members with a forum for dialogue and the exchange of ideas that support the industry’s common objective of development and maintenance of effective standards for the Canadian life insurance industry. Representation of all industry sectors in this forum enables CLIEDIS to align industry requirements, and represent Canadian interests in international standards development and negotiation.

Founding Principles
CLIEDIS member companies believe that the proliferation of proprietary data interchange solutions has no long-term winners.

EDI standards, like the telephone, increase in value to the degree they are used by a broad cross section of industry manufacturers, producers and suppliers.

The more CLIEDIS member companies, the more powerful the standards and the more benefits to all.

Seamless communications between business partners and the participating companies expedite sales and servicing and reduce the cost of doing business.

CLIEDIS has no regulatory power. Its role shall be advisory and it cannot require adherence to any of its conclusions, bindings or developments.

Principles of Operation
CLIEDIS is a not-for-profit association whose activities are funded through the annual fees paid by members. The Executive Committee will manage the use of all funds with the sole aim of furthering CLIEDIS' objectives. The membership rules, set out below, are intended to ensure that no single body shall exert undue pressure on CLIEDIS or cause it to act in a manner not representative of the views of the majority of its members.

Membership
  1. The members of the Association shall consist of those whose interest lies in developing open electronic data interchange standards or any other standards, referred to under Mission, for use among trading partners and who fall into the following categories:
    • Life or Health Insurance Companies
    • Information Providers
    • Reinsurance Companies
    • Producers and Distributors Licensed to sell Insurance Industry products
    • Software Vendors
    • Associations
  2. No member shall be accepted unless approved by a majority vote of the Executive Committee.
  3. Any member may, by majority vote of the Executive Committee, be asked to resign as a member. The member will be given the opportunity to be heard and to respond to the allegations against him/her/it. After reviewing the response, the Executive Committee will then decide by majority vote whether or not to expel. A prorated amount of the membership fees shall be refunded to the said member.
  4. A company group may not become a member of CLIEDIS on behalf of all members of the group, i.e. members of the group have their own corporate entity as listed in OSFI. However, any company in the group may become a member and a discounted fee is charged to each additional member of the group to recognize the group affiliation (see Fee Schedule). Although a company group may have more than one member in CLIEDIS that group shall have only one vote in the Association or its Executive Committee.
Executive Committee
All powers necessary for the governance of the Association shall be vested in an Executive Committee, which shall be composed of those Principal Representatives of active members elected as set out below. Active members from each of the categories referred to in Section 5 of these Articles shall be eligible to run for election to the Executive Committee.

A majority of the executive shall be made up of principal representatives from the Life Insurance Companies, Reinsurance Companies, Distributors and Producers and Associations categories.

All of the Executive Committee members shall be elected by the vote of a majority of the members.

All Executive Committee members shall make a best effort to attend all executive meetings in person or by phone. If an Executive Committee member misses more than two consecutive board meetings or more than half the meetings, the remaining Executive Committee members may, by majority, vote to have that individual removed from the board.

The Executive Committee may, from time to time, classify the CLIEDIS membership into categories different from those shown in Section 5 to better represent the then composition of the membership. Membership on the Executive Committee shall then reflect these new categories commencing at the election following the change. The Executive Committee may fill any vacancies occurring between Annual General Meetings.

The Executive Committee shall select from among its ranks two Co-chairs, a Treasurer and a Secretary.

Quorums
For the purpose of transacting Association business, a quorum of the Executive Committee shall consist of at least 50% of its voting members.

One third of the members of the Association shall constitute a quorum at any regular, special or Annual General Meeting of the Association.

Communications
CLIEDIS shall use electronic mail, currently via the Internet, as the primary means of communicating with all Executive Committee members, members of working committees and representatives in industry groups. Thus minutes, notices of upcoming meetings, agendas and other Association business will be communicated in this manner and shall constitute a sufficient and complete communication.

Any electronic mail sent to CLIEDIS or to any of its member companies shall constitute a sufficient communication.

Nominations and Elections
The Co-chairs shall, not later than fifteen days prior to the date of any Annual Meeting, appoint a Committee of five members, of which at least one be representative of each membership category, to submit a list of nominees for members of the Executive Committee.

Annual General Meeting
The Annual Meeting of the Association shall be held within the first 60 days of the fiscal year end at such time and place as may be selected by the Executive Committee. The Secretary shall mail to each member a notice of the meeting at least thirty days prior to the date of the meeting

Executive Committee Meetings

Meetings of the Executive Committee shall be held monthly unless, by common consent, there is a reason to change the schedule. A meeting may be called by the Co-chairs at their discretion or when requested to do so by three members of the Committee.

It shall be the duty of the Executive Committee to establish rules or procedures and practices for any meeting subject to the approval of, or amendment by, the Association. A decision of the majority of the Executive Committee shall be binding on the Executive Committee.

Committees
The Co-chairs of the Executive Committee shall, with the advice and consent of the other Executive Committee members, have the power to appoint Committees on Meetings, Membership, Ethics, Cooperation, Education, Legislation and Publicity and such other committees as they shall deem advisable to further the interests of the Association and its members, and to delegate to such Committees such power and authority as the Executive Committee shall deem advisable.

Meetings
Meetings for the furtherance of the objects of this Association may be called by the Executive Committee at stated times, or from time to time at their discretion, and the programme of such meetings shall be arranged by the Executive Committee.

Any member may request, in writing to the Secretary, that the Executive Committee bring up for discussion at any meeting, except the Annual General Meeting, any matter related to the purpose of the Association in which he/she may be interested.

Treasurer
The Treasurer shall have custody of all funds and property of the Association and he/she shall deposit all funds of the Association in a chartered bank located in his/her province of residence. All withdrawals of such funds shall be on cheques or orders signed

  1. for amounts up to $10,000, solely by the Treasurer or in his/her absence by either of the Co-chairs.
  2. for amounts of $10,000 and above, by any two of the Treasurer, a Co-chair and the Secretary. The Treasurer shall prepare and submit a statement of the financial condition of the Association at the Annual General Meeting and at such times and in such manner as the Executive Committee may require.

Fees and Expenses
Each member shall pay an annual fee in advance. The amount of such fee and the date of payment shall be fixed by the Executive Committee.

Discipline
The Executive Committee shall have the power, by a majority vote, to expel from the Association any member guilty of a breach of these Articles or whose conduct is not in keeping with the avowed purposes of the Association.

 

Dissolution of Association
CLIEDIS may not be dissolved except at a members' meeting called for the specific purpose of considering the dissolution, at which meeting not less than two thirds of the total members are present. The Secretary shall mail to each member a notice of the meeting at least thirty days prior to the date of the meeting. A resolution authorizing the dissolution of CLIEDIS must be passed by a majority of the members present at the meeting.

 

In the case of the winding up or dissolution of CLIEDIS, and after payment of all its debts and liabilities, all of its remaining assets shall be distributed or disposed of to:

one or more non-profit organizations with similar or compatible object to those of the Association

-OR-

the current and previous members of CLIEDIS, rateably and in proportion to the membership dues which such members have contributed to CLIEDIS during the five years preceding the date of dissolution of CLIEDIS.

Advertisement
No member of this Association shall use his/her membership in said Association in any form solicitation of business. The name CLIEDIS shall only be used to further their commitment to the use of common data standards in the industry. It is permissible for a member company to indicate, in its own advertising, that it is a members of CLIEDIS and/or that it is committed to implementing the standards being promulgated by CLIEDIS. Further, it is permissible and encouraged for any members, in the pursuit of its own business interests, to promote CLIEDIS interests, but any listing of members must include all members.

Amendments
These Articles of Association may be amended at any meeting of the Association at which there is a quorum, by a vote of two-thirds of the members present, provided that notice setting forth such proposed amendments shall have been communicated to all members at least ten days prior to the date of such meeting.

 
  • May 5, 1999 Amendment - CLIEDIS Executive
    Restriction on not allowing software vendors was removed. The restriction on the number of representatives from the different membership categories on the executive committee was removed. 50% of the executive committee must now be from the life, reinsurance and health companies (instead of life and health companies only).

  • May 10, 2000 Amendment - Schedule of Fees
    The Schedule of Fees was removed from the Articles of Association.

  • May 8, 2001 Amendment - CLIEDIS Executive
    The restriction on the make-up of the Executive which stated "the number of such seats held by life, reinsurance and health insurance companies shall be at least one more than 50% of the total number of voting seats available" was removed.

  • May 9, 2002 Amendment - Membership Category / CLIEDIS Quorum
    • Associations category was added to the list of Membership categories.
    • The restriction on Quorum for Executive Meetings requiring 50% being insurer voting representatives was removed.

  • May 6, 2004 Amendments - Mission Statement, other
    • New Mission Statement
    • Change to Section 6 to remove the requirement that the executive committee be elected within each membership category.
    • Change to Section 9 to change the nomination process for the election of the CLIEDIS so that it is undertaken by one member of the executive with support from the executive assistant.

  • May 5, 2005 Amendments - Executive Committee
    • Add new paragraph 3 to add a requirement that executive committee members participate actively on the executive.

  • May 3, 2006 Amendment - Annual General Meeting
    • Amend the requirement for the date of the Annual General Meeting and notification for the date.

  • May 11, 2007 Amendments - Membership, Executive Committee
    • Change Producers to Distributors and Producers
    • Clarify definition of company group
    • Remove 2 year restriction on executive committee members
    • Ensure executive committee has majority of members from Life Insurance Companies, Reinsurance Companies, Distributors and Producers and Associations categories

  • May 1, 2008 Amendments
    • Dissolution of Association: Add New section for Dissolution of Association
    • Membership: Allow members being asked to resign to have the opportunity to be heard
    • Nominations and Elections: Remove the contradiction for the election of the Executive Committee
    • Advertisement: Clarify the meaning of advertisement by members.