Articles of Incorporation
I: Name and Organization
The name of this association shall be The Canadian Life Insurance Standards Association and its abbreviated version shall be CLIEDIS. CLIEDIS is a non-profit association whose activities are funded through the annual dues paid by members.
II: Purpose of Corporation
The Canadian Life Insurance Standards Association (abbreviated name CLIEDIS) is a volunteer organization that promotes the advancement of electronic data exchange within the Canadian life and health insurance industry.
III: Classes of Members
The Corporation is authorized to establish one class of members. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
IV: Distribution of Property on Liquidation
The Canadian Life Insurance Standards Association 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 in attendance. The Executive Director shall notify each member of the meeting at least 30 days prior to the date of the meeting. A resolution authorizing the dissolution of The Canadian Life Insurance Standards Association must be passed by two-thirds majority of the members in attendance of the meeting.
In case of the winding up or dissolution of The Canadian Life Insurance Standards Association, and after payment of all its debts and liabilities, all of its’ remaining assets shall be distributed or disposed to one or more non-profit organizations with similar or compatible object to those of the The Canadian Life Insurance Standards Association.
V: Voting and Quorum
CLIEDIS shall employ a simple majority voting system.
Unless elsewhere specifically provided for in these Articles of Incorporation or the Bylaws, matters voted on by the membership of the Association, by the Board of Directors, or by any committee shall be decided by simple majority vote of those in attendance or represented by proxy.
A quorum of any meeting of the members of the Association shall consist of no less than one-third of the total votes, in attendance or represented by proxy, of the Association. A total of the votes of the membership shall be calculated prior to any meeting of the Association.
Simple majority vote shall be defined as “more than half the votes cast”.
VI: Expulsion from Association
The Board of Directors may recommend expulsion from the Association of any CLIEDIS member guilty of a breach of these Articles of Incorporation or the Bylaws.
The member shall be given the opportunity to be heard by the Board of Directors and to respond to the allegations against the member. Following the hearing, the Board of Directors shall have the power, by a two-thirds majority vote, to expel the member from the Association. A prorated amount of the membership fees shall be refunded to said member.
The exception to the above process is that the Board of Directors may expel members for the following reasons without the opportunity to be heard:
i. Failure to make timely payment of membership dues, invoices or any assessments levied by the Association;
ii. Insolvency, bankruptcy, or liquidation of the member.
VII: Board of Directors
a. Composition and Responsibilities
All powers necessary for the governance of the Association shall be vested in the Board of Directors.
The Board of Directors shall be made up of at least six and a maximum of fourteen volunteer voting members of the Association from the Manufacturer and Distributor categories identified in article V (Voting and Quorum), with a minimum of two CLIEDIS Principal Representatives from each category.
All decisions of the Association shall be made by simple majority vote of the Board of Directors.
b. Nomination Committee
The Board of Directors shall elect a Nomination Committee, composed of at least three board members. The Nomination Committee shall solicit nominations to the CLIEDIS Board of Directors, taking into account the need for a wide range of experience on the Board of Directors.
Nominations, in addition to those submitted by the Nomination Committee, may be made by written petition signed by three or more members and submitted at least 45 days prior to the Annual General Meeting to elect the Board of Directors for distribution to the members.
The Nomination Committee shall notify the membership, not later than 30 days prior to the date of any Annual General Meeting of the slate of candidates.
Each board member shall be elected at an Annual General Meeting by a simple majority vote of the members of the Association in attendance or represented by proxy from the slate of candidates put forward by the Nomination Committee.
In the event that a new Board of Directors does not get voted in by the members of the Association, the current Board of Directors will remain in place until such time as a new Board of Directors can be chosen.
The Board of Directors shall adopt and publish for the members a set of Bylaws not in conflict with these Articles of Incorporation which shall govern the Association.
IX: Annual General Meeting
An Annual Meeting of the members of the Association shall be held within the first 180 days of each fiscal year end of the Association at such time and place as may be selected by the Board of Directors. The Executive Director of the Association shall provide the members with notice of each meeting at least thirty days prior to the date of the meeting.
Meetings for the furtherance of the objectives of this Association may be called by the Board of Directors at stated times, or from time to time at their discretion, and the programme of such meetings shall be arranged by the Board of Directors.
Any member may request that the Board of Directors 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.
HISTORY OF AMENDMENTS
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 Amendment – 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 Amendment – 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 Amendment- Dissolution of Association, Other
- 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.
December 2011 Amendment – Articles of Association Rewrite
- The Articles of Association were completely rewritten, including splitting the existing Articles into a set of Articles that impacting the membership and a new set of Bylaws for issues that affected the day-to-day running of CLIEDIS. A Code of Conduct was added to the CLIEDIS executive.
- The key changes included changes to the CLIEDIS mission to reflect CLIEDIS’ evolving role in the industry, weighted voting and changes to the makeup of the CLIEDIS executive.
June 2012 Amendment – Executive Committee
- Composition and Responsibilities were amended to limit eligibility to participate on the CLIEDIS Executive Committee to manufacturer and distributor CLIEDIS members and reduce the maximum size of the Executive Committee to 12 members.
April 2015 Amendment – Membership
- Elimination of the Associate Manufacturer category. Companies under common ownership will be treated as a single manufacturer
April 2016 Amendment – Executive Committee
- Increased the maximum size of the Executive Committee to 14 members
May 2019 Amendment – Incorporation of The Canadian Life Insurance Standards Association
- Incorporated the Association effective May 1, 2019
October 2022 Amendment – Mission & Vision Statements
- New Mission & Vision Statements