BOARD CONFLICT OF INTEREST POLICY

Boards’ Conflict of Interest Policy Statement

Any Board member who has a direct or indirect, real or perceived, actual or potential conflict of interest in an issue, contract or proposed contract with Nucleus must give notice of such conflict of interest as soon as he/she is aware of it to the Chair of the Board. If the Chair is in conflict he or she must notify the Vice-Chair of the Board.

 

Purpose of the Conflict of Interest Policy 

This Policy provides the mechanism for the Board of Directors to deal with actual or potential conflicts of interest.  This Policy shall be given to all Board Members upon the commencement of their term of engagement on the Board.

 

Procedure 

Conflict of interest arises whenever the personal or professional interest of a Board Member is potentially at odds with the best interest of Nucleus Independent Living.  It is defined as the real, perceived, or potential breach of ethical standards or principles which:

  • Place in doubt a Board member’s objectivity or impartiality
  • Jeopardize a Board members ability to act in the best interest of Nucleus.
  • May or may not always constitute inappropriate or unlawful activities

The potential conflict of interest must be recorded in the minutes of the Board meeting including the nature and extent of the Director’s interest.

 

Contractual Negotiations

Any Board member who has a real or perceived potential conflict of interest and is present at a meeting, including a committee or other meeting, at which the issue, contract or proposed contract, transaction or proposed transaction is the subject of consideration, shall as soon as practicable after the commencement of the meeting disclose his/her conflict of interest and shall excuse her/himself from the portion of the discussion of, and/or vote on any questions with respect to the issue, contract or proposed contract, transaction or proposed transaction.  The Board Member must not attempt in any way to influence the voting on any such issue.

A Board member may clarify an issue without prejudice.

 

Absent from Meeting 

Where the conflict of interest of any Board member has not been disclosed by reason of his or her absence from the meeting or by reason of such conflict of interest having been acquired after the meeting, he or she shall disclose the conflict of interest at the next meeting attended by him or her.

 

Avoidance of Preferential Treatment 

It is the responsibility of the board to ensure any conduct of private business or personal services between any Board member and the organization, be procedurally controlled to assure openness, competitive and equal access to ‘inside’ information.  Only the best qualified individuals available and willing to provide goods and services at the best price should be considered.

A Board member has an obligation to disclose to the Chair of the Board any conflict of interest, or beneficial interest, of himself/herself, their spouse/partner, child, or other person related by blood or marriage/common law, or of conflict of interest in any firm, partnership, corporation or other organization of any kind which may be affected by any dealings with Nucleus; all such information shall be treated as confidential by the Chair and the Board of Directors. The Board of Directors shall determine if the conflict of interest disclosed brings the Board member into a position of conflict of interest that undermines the best interest of Nucleus Independent Living and shall notify the Board member accordingly.

 

Hiring of Relatives

A Board member must not use his/her position to obtain employment in the organization for themselves, family members or close associates. Should a Board member desire employment, he or she must first resign his or her membership in the Corporation and Board position.

 

Gifts, Hospitality and Other Benefits

Gifts made to Board Members because of their involvement with Nucleus Independent Living should be incidental and have no more than token value.  The gift cannot be construed by an impartial observer as a bribe or illegal payment or effort to unduly influence the decision of the Board.  Gifts, hospitality and other benefits must be declared to the Board.

 

Failure to Comply

A failure to declare a conflict of interest by a Board member could result in a warning or further actions including dismissal.

 

Resolution of Breach

Proposed recommendations to resolve any breaches of conflict of interest will be subject to a vote by the members of the Board of Directors.  Resolution must be passed by majority vote at a meeting that has quorum.

All Board members must annually sign the Board Members’ Declaration of Governing Principles

 

Reviewed January 2019

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