This Conflict of Interest Policy governs the activities of the board and volunteers of the Iranian Community of Manitoba. Questions about the policy should be directed to the Board of Directors. It is the duty of all board members and volunteers to be aware of this policy and to identify conflicts of interest and situations that may result in the appearance of a conflict and to disclose those situations/conflicts/or potential conflicts and procedures to be followed to assist the Iranian Community of Manitoba manage conflicts of interest and situations that may result in the appearance of a conflict.
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
When the personal or professional concerns of a board member or a volunteer member affect his or her ability to put the welfare of the organization before personal benefit, conflict of interest exists. The Board of Directors is to serve without remuneration. No director may directly or indirectly receive any profit from their position as a director.
A policy on conflict of interest has two essential elements:
- FULL DISCLOSURE
Board members in decision-making roles should make known their connections with groups doing business with the organization. This information should be provided annually.
- BOARD MEMBER ABSTENTION FROM DISCUSSION AND VOTING
Board members who have an actual or potential conflict of interest should not participate in discussions or vote on matters affecting transactions between the organization and the other group.
- A Conflict of Interest is any circumstance described in the introduction of this Policy.
- An Interested Person is any person serving as a volunteer or member of the Board of Directors of the Iranian Community of Manitoba or a major donor to the Iranian Community of Manitoba or anyone else who is in a position of control over the Iranian Community of Manitoba who has a personal interest that is in conflict with the interests of the Iranian Community of Manitoba.
- A Family Member is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
- A Material Financial Interest is an entity in the 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’s or Family Member’s judgment with respect to transactions to which the entity is a party.
- A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan, grant, or honorarium, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to the Iranian Community of Manitoba is not a Contract or Transaction.
- 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 other volunteers have a conflict of interest, relevant facts should be disclosed by the board member of 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 attend a meeting at which he or she has reason to believe that the board of directors 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.
- A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside of 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 the Iranian Community of Manitoba 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 the Iranian Community of Manitoba or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of the Board of Directors or committee action, shall disclose to the Chair, or the Chair’s 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 the Iranian Community of Manitoba’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 the Chair or the Chair’s designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
Each director or 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 the Iranian Community of Manitoba. Furthermore, directors and volunteers shall not disclose or use information relating to the business of the Iranian Community of Manitoba for their personal profit or advantage or the personal profit or advantage of their Family Member(s).
REVIEW OF POLICY
- Each director and 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 and volunteer shall complete a disclosure form identifying any relationships, positions, or circumstances in which he/she is involved that he/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 non-profit organization, or ownership of a business that might provide goods or services to the Iranian Community of Manitoba. Any such information regarding the business interests of a director, volunteer, or Family Member thereof, shall be treated as confidential and shall generally be made available only to the Chair, 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.
- This policy shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated to all volunteers.