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Terms of Reference

1. NAME

It is founded between the members of the present terms of reference “and those who will subsequently adhere to it,” an association having the denomination “Canadian IBD Research Consortium.”

2. PURPOSE

The purpose of the Consortium is to promote research into inflammatory bowel disease through collaboration of multiple Canadian centres; the result of this work will be materialized by scientific papers and publications.

The Consortium may also design and organize vocational training and therapeutic education activities, both for health professionals and for patients. The provision of training and education materials designed and created by the Consortium may be made on a gratuitous basis or under contractual conditions.

In addition, the Consortium will be able to provide remunerated consultancy services.

3. THE HEAD OFFICE

The Consortium headquarters is the same as that of Crohn’s and Colitis Canada, 600 – 60 St. Clair Ave. E., Toronto ON M4T 1N5.

4. DURATION

The Consortium does not have a finite duration.

5. COMPOSITION

The association consists of active members and benefactors:

(a) Active members are those who participate regularly in scientific activities. This may include scientific contribution through research study design, analysis, or contribution of patients and data for research studies. They are representatives of their own team (i.e. institution) within the Consortium.

(b) The following persons shall be called benefactors: persons, societies or associations (including industry partners) liable to support the activities of Consortium through regular financial contributions or other assistance.

6. CONTRIBUTIONS

The contributions come from its active members and benefactors and their level is fixed by the Board of Directors.

7. CONDITIONS OF ACCESSION

The designation of active members and benefactors is decided by the Board of Directors which, in the event of refusal, is not obliged to make known the reason for its decision.

In general, an active member must have a particular interest in inflammatory bowel disease and a degree of expertise or clinical volume sufficient to enable them to participate effectively in multicentre activities. The admission of benefactor members may be requested by the Board of Directors.

8. LOSS OF MEMBER STATUS

The quality of membership is lost:

(a) Through death,
(b) By resignation addressed to the President of the Consortium,
(c) By exclusion pronounced by the Board of Directors for non – compliance with the terms of reference and commitments made.

9. BOARD OF DIRECTORS

The Consortium shall be governed by a Board of Directors composed of at least 5 members and not more than 35 members elected for a term of two years by the General Assembly from among its active members.

The Board of Directors shall include the President, Vice-President, Treasurer, Director of Research, and the former President where applicable. The former President is a guarantor of the continuity of Consortium.

Appointments of positions are for a term of two years. In the event of a vacancy (death, resignation, exclusion), the Board of Directors provisionally provides for the replacement of its members. The Ordinary General Assembly proceeds to their definitive replacement. The credentials of the members thus elected shall expire at the time when the term of office of the alternate members should expire.

All active members are voters and eligible.

The duties of the administrator of the association are voluntary.

The Consortium includes two committees composed of several members.

The purpose of this work organization is to create expertise within the Consortium. The committees are organized by the office. The committees shall report to the General Assembly and the Governing Board on their activities.

Scientific Committee: this committee is composed of clinicians and statisticians.

This committee composed of a maximum of 18 members receives the synopses of protocols. The Director of Research is responsible for selecting the members of this committee. This committee discusses the protocols, criticizes them and, if need be, corrects them. It shall issue an initial advisory opinion to the Board of Directors on each protocol. The General Assembly of all active members shall decide at the last instance. If the project is not rejected, it is refined by an interaction between the scientific committee and the principal investigator of the project. Then the protocol is written and submitted for funding.

Education Committee: this committee is composed of a maximum of 12 members and is chaired by the Vice President. This committee has the following responsibilities:

Each committee is composed of interested active members. The scientific committee will be chaired by the Director of Research for the Consortium. The education committee will be chaired by the Vice President of the Consortium. Members who agree to participate on a committee will serve a term of two years.

The Treasurer will be responsible for accounting, managing accounts, and administrative declarations.

The Board of Directors will oversee the search for funding. It will prepare an updated list of national and international tenders.

10. BOARD OF DIRECTORS MEETING

The Board of Directors shall meet at least once a year and whenever convened by the President or at the request of any of its active members. The pace of meetings is fixed according to needs.

The actual attendance or representation of at least half of the members of the Board of Directors is necessary for the validity of the deliberations. Any member who is unable to attend a meeting may be represented by another member of the Committee by giving him or her clear direction of their intentions.

In the event of the absence of a quorum, the President may convene another meeting within fifteen days. This meeting may be held without a quorum requirement.

Decisions shall be taken by a majority of the members present or represented, with each member having one vote. In the event of a tie, the President ‘s vote shall prevail.

Any member of the Board of Directors having failed to attend two consecutive meetings without reasonable excuse as deemed by the Board of Directors shall be considered as resigned and replaced in accordance with section 9 above.

11. OFFICE

The Board of Directors shall consist of the President, Vice-President, Treasurer, Director of Research and Member at Large. The Vice-President will automatically be transitioned to the President after the end of the completion of a two-year term. All other positions (Vice-President, Treasurer, Director of Research, and Member at Large) are elected by the membership. Retiring members may be reappointed.

The President is responsible for carrying out the decisions of the Board of Directors and for overseeing the operation of the Consortium.

The President is also responsible for the strategy, operation, cohesion of the group, and relations with national and international scientific societies.

The Vice-President assists the President in the day-to-day management of the Consortium and in the organization of the functioning of the meetings.

The Treasurer or his or her Designate has the power to represent the Consortium before the banks for the purpose of monitoring and controlling the collection of resources and their use and the accounting of the various accounts of the Consortium for which it may be held. He/she is responsible to present each year the budget that is submitted to the Committee.

The President, the Vice-President and the Treasurer ensure the functioning of Consortium. The Director of Research is responsible for managing day-to-day operations and reporting on his / her activities to the office. They meet with the operations team at least once a month.

12. GENERAL ORDINARY ASSEMBLY

(a) Holding of the meeting

The General Assembly shall meet at least once a year upon the convocation of the President. This General Assembly is composed of all the active members of the Consortium.

The actual presence of at least one quarter of the members of the Consortium is necessary for the validity of the deliberations. If this quorum is not possible, the General Assembly shall be convened with the same agenda within a period of thirty days.

At the second meeting, the Assembly shall deliberate validly regardless of the number of members present.

Decisions shall be taken by a simple majority of the members present.

(b) Powers of the Assembly

The Assembly shall hear reports from the Board of Directors and in particular on the moral and financial position of the Consortium.

The meeting, after deliberating and deciding on the various reports, approves or adjusts the accounts of the closed financial year. The members of the Board and the treasurer vote on the budget for the following financial year and deliberate on all other matters on the agenda.

13. RESOURCES OF THE CONSORTIUM

They may consist of:

14. USE OF RESOURCES

The resources of the Consortium shall be fully devoted to the achievement of the objectives set out in section 2 of the present Terms of Reference and in particular the preparation and execution of the projects in progress, the running expenses, the remuneration of the personnel, the reimbursement on presentation of evidence, and expenses incurred to the members of the Board of Directors for the fulfillment of their mandate. Any active member can apply for a credit allocation. The credit allocation decision shall be taken by the Treasurer and President; the General Assembly shall be informed of any allocation of appropriations in connection with the annual financial report.

The expenses are incurred on the initiative of an active member responsible for a budget under the control of the treasurer of the Consortium.

15. DISSOLUTION OF THE CONSORTIUM

In the event of the dissolution of the Consortium for any reason whatsoever, the Board of Directors will decide on the devolution of the assets. For whatever reason the Board of Directors cannot come to consensus on this then they shall appoint one or more liquidators responsible for liquidation operations.

16. RULES OF PROCEDURE

Rules of procedure may be established by the Board of Directors and approved by the General Assembly.

17. SOCIAL EXERCISE

The financial year begins on July 1st and ends on June 30th of the subsequent year. 

18. ACCOUNTING AND MANAGEMENT

A statement of account is kept annually showing an income statement and a balance sheet (and an appendix if appropriate).

Terms of Reference amended on February 13, 2017.