Terms and Conditions

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I.   Board of Directors

a. Officers

The Board of Directors shall annually elect a President, a Vice President and a Treasurer for the next CLIEDIS fiscal year by a simple majority vote of the Board of Director members.

b. Vacancies

A mid-term vacancy in the Board of Directors exists if an elected board 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 on the Board may be filled by simple majority vorte of the remaining board members.

c. Board of Director Meetings

Meetings of the Board of Directors shall be held monthly unless, by common consent, there is a reason to change the schedule. A meeting may be called by the President at his/her discretion or when requested to do so by three members of the board.

The President shall preside at all meetings of the Board of Directors and of the members.  The Vice President shall perform the duties of the President whenever the President shall be unable or unavailable to do so.

The Board of Directors shall establish rules, procedures and practices for any meetings of the Association.

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

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

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

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 Board of Directors.

III.   Committees

The President of the Board of Directors shall, with the advice and consent of the other board 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 Board of Directors 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 Board of Directors and report to the members thereof monthly.

The Executive Director shall attend but not vote at meetings of the board. The President may request the Executive Director to absent him/herself from a meeting.

The board 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 Board of Directors shall manage the use of all funds with the sole aim of furthering CLIEDIS’ Mission.

Policies are in-place to govern all withdrawals of such funds and are reviewed on an annual basis.  Funds can be withdrawn via cheque or EFT.

  • For amounts up to $20,000, by the President, Vice-President, Treasurer or Executive Director;
  • For amounts over $20,000, by any two of the President, Vice-President, Treasurer, or Executive Director.

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 Board of Directors may require.

Annual Financial Statements shall be audited and approved by the Board of Directors.

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

Board members shall adhere to the Code of Conduct guidelines set out in the Board of Directors Code of Conduct.

IX.   Amendments

The Bylaws may be amended at any meeting of the board by a two-thirds simple majority vote.