East and West Learning Connections Conflict of Interest Policy
TARGET AUDIENCE: All Voting members of the Board of Directors and all volunteers
Adopted as amended 17 May 2021
1.0 Rationale
The East and West Learning Connections Organization (hereinafter “the Organization”), as a member-based not-for-profit corporation, would have all voting members of its Board of Directors conduct and guide the affairs of the Organization with honesty, integrity, impartiality, and with the interests of the Organization and its members always at the forefront of any decision-making process, as part of their Duties of Care and Loyalty.
2.0 Purpose
This policy establishes behavioural and ethical standards for all voting Directors on the Board with respect to Conflicts of Interest
3.0 Prohibited Conduct
Voting Directors must refrain from making any decision, engaging in any discussion, or exerting any influence in any situation which might, or which might appear to, result in a direct or indirect benefit to that Director.
Therefore:
3.1 All voting Directors are prohibited from using their position as a Director of the Organization to directly or indirectly benefit themselves, their spouse, or their children, or any other family member by:
- accepting gifts, if a reasonable person might conclude that the gift could influence the Director when performing his or her duties to the Organization;
- giving preferential treatment or creating the appearance of giving any preferential treatment; or
- making personal use of Organization resources.
3.2 Gifts
(1) All Directors are prohibited from accepting gifts, if a reasonable person might conclude that the gift could influence the Director when performing his or her duties to the Organization;
(2) Subsection (1) shall not operate to prevent a Director from accepting a gift of nominal value given as an expression of courtesy or hospitality if doing so is reasonable in the circumstances.
(3) A Director who receives a gift in the circumstances described in subsection (1) shall notify his or her ethics executive immediately.
3.3 Disclosing confidential information
(1) A Director shall not disclose confidential information obtained during the course of his or her tenure as a Member of the Board of the Organization, or at any time thereafter, to a person or entity unless the Director is authorized to do so by law or by the Board.
(2) A Director shall not use confidential information in any business or undertaking outside his or her work for the Organization.
(3) A Director shall not accept a gift directly or indirectly in exchange for disclosing confidential information.
3.4 Giving preferential treatment
(1) When performing his or her duties to the Organization, a Director shall not give preferential treatment to any person or entity, including a person or entity in which the Director or a member of his or her family or a friend has an interest.
(2) When performing his or her duties to the Organization, a Director shall endeavour to avoid creating the appearance that preferential treatment is being given to a person or entity that could benefit from it.
3.5 Participating in decision-making
(1) A Director shall not participate in decision-making by the Organization with respect to a matter that the Director is able to influence in the course of his or her duties if he or she could benefit from the decision.
(2) Subsection (1) does not apply if the Director obtains the prior approval of his or her ethics executive to participate in decision-making by the Organization with respect to the matter.
(3) A Director who, in the course of his or her tenure on the Board of the Organization, is a member of a body or group shall not participate in, or attempt to influence, decision-making by the body or group with respect to a matter:
(i) if the Director could benefit from the decision; or
(ii) if, as a result of the decision, the interests of the body or group could conflict with the interests of the Organization.
(4) A Director described in subsection (3) shall inform the body or group if the circumstances described in that subsection exist.
3.6 Compliance
All Directors are required to confirm in writing that they have read, understood, and will comply with this policy.
3.7 Penalties
(1) In any situation where a Director knows of, or suspects, that he or she may be in, or may be about to become involved in, a Conflict of Interest, the Executive Member must disclose such Conflict of Interest immediately to the Ethics Executive.
(2) Once notified, the Ethics Executive will make any investigation necessary to rule on whether there is, or is not, a Conflict of Interest.
(3) If a Conflict of Interest exists, the Director must immediately recuse himself or herself from any decision-making process, or any position of influence, with respect to the matter in question.
(4) Failure to disclose an actual, or potential, Conflict of Interest will result in immediate suspension from the Board.
(5) If a Conflict of Interest exists, and the Director has failed to notify the Ethics Executive, and has failed to take appropriate steps to recuse himself or herself from the matter, disciplinary measures will be applied. Disciplinary measures may include suspension or removal from the Board and being barred from future eligibility to serve on the Board, the suspension or revoking of Organization membership and eligibility for future membership.
4.0 Definitions
“Director” means any voting member serving in an official capacity on the Board of the Organization, whether elected or appointed.
“ethics Executive” means the Organization President or, in respect of a conflict involving the Organization President, the Organization Vice-president. Or, in respect of a conflict involving both the Organization President and the Organization Vice-president, the Board of Directors becomes the Ethics Executive.
“gift” includes a benefit of any kind;
“Organization resources” includes, but is not limited to, all financial assets of the Organization including donations or other funds received by the Organization, investments, interest, credit, etc, and any prize, property or other benefit derived therefrom; any physical or real assets, property or chattels owned by, or under the direct governance of, the Organization; any services owned, leased or rented by the Organization for its use or for the benefit of its members.
**End of Conflict of Interest Policy**