- It is in the best interest of Edmonton Bicycle Commuters Society (EBC) to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. This conflict of interest policy is designed to help directors, officers, employees and volunteers of EBC identify situations that present potential conflicts of interest and to provide EBC with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in EBC’s operations.
- This policy is intended to supplement, but not replace, any applicable provincial and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
- This policy applies to Interested Persons associated with Edmonton Bicycle Commuters’ Society who are:
- Employed by EBC in any capacity be it full-time, part-time or under contract
- Directors and officers of EBC
- Volunteers at any EBC programs, facilities or events
- Conflict of Interest - see section 3 below.
- Interested Person - any person serving as an officer, employee or member of the Board of Directors of EBC or a major donor to EBC or anyone else who is in a position of control over EBC who has a personal interest that is in conflict with the interests of EBC.
- Family Member - a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
- Material Financial Interest - an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an Interested Person or Family Member's judgment with respect to transactions to which the entity is a party.
- Contract or Transaction - any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to EBC is not a Contract or Transaction.
Conflict of Interest
- In this policy, a person with a conflict of interest is referred to as an “interested person.” For purposes of this policy, the following circumstances shall be deemed to create a Conflict of Interest:
- A director, officer, employee or volunteer, including a board member (or family member of any of the foregoing) is a party to a contract, or involved in a transaction with EBC for goods or services.
- A director, officer, employee or volunteer, (or a family member of any of the foregoing) has a material financial interest in a transaction between EBC and an entity in which the director, officer, employee or volunteer, or a family member of the foregoing, is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
- A director, officer, employee or volunteer, (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with EBC.
- Other situations may create the appearance of a conflict, or present a duality of interests in connection with a person who has influence over the activities or finances of the nonprofit. All such circumstances should be disclosed to the board or staff, as appropriate, and a decision made as to what course of action the organization or individuals should take so that the best interests of the nonprofit are not compromised by the personal interests of stakeholders in the nonprofit.
Gifts, Gratuities and Entertainment
- Accepting gifts, entertainment or other favors from individuals or entities can result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of EBC.
Procedure to Disclose a Conflict of Interest
- Duty to Disclose
- In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Executive Committee.
- Recusal of Self
- Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.
- Determining Whether a Conflict of Interest Exists
- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists
Procedures for Addressing a Conflict of Interest
- Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure.
- A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
- An interested person may make a presentation at the Board or Executive Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
- A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote.
- The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Directors of EBC has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Directors.
- Interested Persons who are not members of the Board of Directors of EBC, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to their supervisor, or the President or President designee any Conflict of Interest that such Interested Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Interested Person. The Interested Person shall refrain from any action that may affect EBC’s participation in such Contract or Transaction.
- In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the President or President designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
Violations of the Conflict of Interest Policy
- If the Board or Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
- The minutes of the Board and all committees with board delegated powers shall contain:
- Interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's or Executive Committee's decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- Each director, officer, employee and volunteer shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to the interests of EBC.
- Directors, officers, employees and volunteers shall not disclose or use information relating to the business of EBC for their personal profit or advantage or the personal profit or advantage of their Family Member(s).
Implementation and Monitoring
- Each director, officer, employee and key program volunteer shall be provided with and asked to review a copy of this Policy and to acknowledge in writing that he or she has done so
- Annually each director, officer, employee and key program volunteers shall complete a disclosure form identifying any relationships, positions or circumstances in which s/he is involved that he or she believes could contribute to a Conflict of Interest. Such relationships, positions or circumstances might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to EBC. Any such information regarding the business interests of a director, officer, employee or volunteer, or a Family Member thereof, shall be treated as confidential and shall generally be made available only to the Chair, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
- Regular EBC Volunteers will be provided with the conflict of interest policy during their volunteer orientation but will not be required to complete annual disclosures.
- This policy shall be reviewed annually by each member of the Board of Directors.
- Any changes to the policy shall be communicated to all staff and volunteers.
Policy Approval Date & Review Date
Date Approved, Revisioned and Active
Approved: March 2015
Enter Date Information
Code of Conduct