Policy #3: Conflict of Interest

A non-profit Board and its members must not only behave ethically and in the best interest of the Society and its members in all Society-related matters, but must also be seen to do so.  The following policy is designed to guide members in dealing appropriately with potential conflict of interest situations and avoiding the perception of conflicts of interest.  Avoiding or reporting conflicts of interest is one of the fiduciary responsibilities of members of a Board.

For the purpose of this policy, the following definition of conflict of interest is applied.

Conflict of Interest-is any situation where financial or other personal interests may influence the person’s judgment or actions in ways that are not consistent with the best interests of the Society and those we serve. 

“Personal interests” refers, in all cases below, to benefits to the person as well as to the person’s immediate family or the spouse’s immediate family.

Conflicts of interest can take many forms, including;

• using one’s position or standing to seek special consideration (financial  or otherwise) from the Society for personal interests; 
  
  
• using material or information from the Society, without appropriate approval, to the benefit of a person or organization who would be considered to be in competition with the Society in terms of funding, transactions or public awareness;

Note: See the Board Manual section on ‘Remuneration of Directors’, Section 11, regarding reasonable expenses.

Requirements

1. Each Board and Executive member and all members of Standing/Ad Hoc Committees will sign a Declaration of Interest form, listing the areas in which they are aware of a potential conflict of interest and agreeing to abide by the Conflict of Interest policy.  This information will be brought to the Board annually or as appropriate.
2. If a Board or Committee member believes they might be in a conflict of interest relative to a matter being considered by Board or committee, they must, at the first opportunity:

       i.           report the potential conflict of interest at an open Board / Committee meeting;

 ii.          make a full and honest disclosure;

 iii.         be very specific regarding the form of the interest, including the benefit that would be received;

   iv.        abstain from any discussion on that issue at Board / Committee meeting;

   v.         refrain from voting on the matter;

   vi.        where the key issue relates to the potential inappropriate use of information at a Board / Committee meeting, the member or the Board / Committee may determine it would be appropriate for the member to leave the room during deliberations and voting on the matter of concern;

 vii.         ensure that the report and details of the conflict of interest are adequately captured in the minutes and the fact that the member abstained from discussion and voting on the matter is duly noted.

3. Where the Executive Director becomes aware of a potential conflict of interest involving Board or Executive members or Standing Committee members, he/she will bring it to the attention of the President forthwith.  The matter will be brought to the Executive Committee at the earliest opportunity.
4. Where the potential conflict of interest arises from personal interests related to possible employment or a contract, the Board will ensure the following:

         i.    The declaration is duly reported and recorded, as above;

         ii.   A fair, reasonable, and transparent tendering system is used to determine to whom the contract or position will be awarded.

Where a staff member believes they may be in a conflict of interest, they will, at the first opportunity, report their concern to the Executive Director who will report the matter to President.  The subsequent decision of the President, Executive Committee or Board will be provided to the Executive Director in writing at the earliest opportunity.

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