Terms and Conditions

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Bylaws

I.   Executive Committee

a. Officers

The Executive Committee shall annually elect a Chairperson, a Vice Chairperson and a Treasurer for the next CLIEDIS fiscal year by a simple weighted majority vote of the Executive Committee members.

b. Vacancies

A mid-term vacancy in the Executive Committee exists if an elected Executive Committee member resigns or is removed, if he/she ceases to be an employee of the member that designated him/her, or if the member that designated him/her is no longer a member. Vacancies in the Executive Committee may be filled by simple weighted majority of the remaining Executive Committee members.     

c. 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 Chairperson at his/her discretion or when requested to do so by three members of the Executive Committee.

The Chairperson shall preside at all meetings of the Executive Committee and of the members.  The Vice Chairperson shall perform the duties of the Chairperson whenever the Chairperson shall be unable or unavailable to do so.  

The Executive Committee shall establish rules, procedures and practices for any meetings of the Association.

Decisions made by the Executive Committee, by simple weighted majority, shall be binding on the Executive Committee, except amendments to the Bylaws which must be made by a two-thirds weighted majority.  In the case of a tie, the Chairperson shall have a second and casting vote.

For the purpose of transacting Association business, a quorum of the Executive Committee shall consist of at least 50% of its members.  Members of the Executive Committee may not vote by proxy.

Executive Committee members shall make a best effort to attend all meetings of the Executive Committee. If an Executive Committee member misses more than three consecutive monthly meetings without reasonable excuse, as determined by the remaining members of the Executive Committee, the Executive Committee member shall automatically cease to be a member of the Executive Committee.

II.   Membership Communication

Each member shall complete an annual CLIEDIS questionnaire about its organization’s progress towards standardized practices endorsed by CLIEDIS, in a format specified by the Executive Committee.

III.   Committees

The Chairperson of the Executive Committee shall, with the advice and consent of the other Executive Committee members, have the power to create 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.

IV.   Executive Director

The Association shall appoint an individual as Executive Director.  The individual shall either be an independent contractor or an individual provided through a company that provides such services. 

The Executive Director is responsible for the day-to-day operations of CLIEDIS.  The Executive Director shall be accountable to the Executive Committee and report to the members thereof monthly.

The Executive Director shall attend but not vote at meetings of the Executive Committee, but shall not be a member. The Chairperson may request the Executive Director to absent him/herself from a meeting.

The Executive Committee can delegate other duties to the Executive Director as necessary.

V.   Assessment

Members shall be assessed membership dues as set out in the Schedule of Membership Dues.

VI.   Financials

CLIEDIS is a non-profit association whose activities are primarily funded through the annual membership dues. The Executive Committee shall manage the use of all funds with the sole aim of furthering CLIEDIS’ Mission.

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. All withdrawals of such funds shall be on cheques or orders signed:

    For amounts up to $20,000, solely by the Treasurer or in his/her absence by either of the Chairperson or Vice Chairperson;
    For amounts of $20,000 and above, by any two of the Treasurer, Chairperson and Vice Chairperson.

The Treasurer shall prepare and submit a statement of the financial condition of the Association at each Annual General Meeting and at such times and in such manner as the Executive Committee may require.

Annual Financial Statements shall be audited and approved by the Executive Committee. 

VII.   Advertisement

No member of the Association shall use his/her membership in the Association in any form of solicitation of business.  The name CLIEDIS shall only be used to further each member’s commitment to the advancement of electronic data exchange using standardized practices in the industry.   It is permissible for a member to indicate in its own advertising that it is a member of CLIEDIS.  Further, it is permissible and encouraged for any member, in the pursuit of its own business interests, to promote CLIEDIS interests, but any listing of members must include all members.

VIII.   Code of Conduct

Executive Committee members shall adhere to the Code of Conduct guidelines set out in the EXECUTIVE COMMITTEE CODE OF CONDUCT. 

IX.   Amendments

The Bylaws may be amended at any meeting of the Executive Committee by a two-thirds weighted majority.   Notification of any proposed amendments shall be made to the members with 45 days notice. 

ARTICLES OF ASSOCIATION