Conflict of Interest Policy
adopted July 7, 2010
1.1 The Denman Community Land Trust Association’s (DCLTA) conflict of interest policy applies to insiders, which for the purpose of these Conflict of Interest Guidelines includes board members, principal officers, and members of committees with board-delegated powers as well as parties related to board and staff members or substantial contributors within the meaning of the Income Tax Act: those who have an ability to influence decisions of DCLTA and those with access to information not available to the general public.
1.2 Conflict of interest means any situation where
i. an insider’s personal interests;
ii. the interests of a close friend, family member, business associate of the insider;
iii. a company or partnership in which the insider holds a significant interest, or
iv. a person to whom the insider owes an obligation,
may prevent the insider from acting in DCLTA’s best interest or prevent the insider from acting fairly, impartially and without bias on behalf of DCLTA.
2. Conflict of Interest Guidelines
2.1 Board members, employees, and volunteers (insiders) have a general duty to represent the interests of the Denman Community Land Trust Association.
2.2 Insiders must arrange their private affairs and conduct themselves in such a manner to avoid a conflict of interest or the appearance of a conflict of interest.
2.3 When conflict or potential public perception of conflict exists, insiders are expected to declare so to the Policy Officer and be prepared to absent themselves from discussion or decision-making processes regarding the specific issue.
2.4 If a potential conflict of interest is not disclosed and an allegation of conflict of interest is brought forward, the issue must be considered by the Board. The main consideration when deciding on a conflict of interest is whether a reasonable person would conclude that the insider could unduly influence a decision on the matter under discussion.
2.5 In instances wherein an insider cannot perform basic duties on behalf of DCLTA without the perception of conflict of interest, that insider may be expected/asked to withdraw from the activity indefinitely.
2.6 Insiders will sign a statement annually attesting to the fact that they have read the Conflict of Interest Policy and will abide by it.
3. Procedures when Conflict of Interest is Declared
3.1 At a DCLTA board meeting where a declared or alleged conflict of interest is considered an insider who is affected by the conflict may make a presentation, but after the presentation, s/he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
3.2 The board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement should negotiations or a project be in process.
3.3 After exercising due diligence, the board shall determine whether DCLTA can obtain with reasonable efforts a more advantageous transaction or arrangement that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement that does not produce a conflict of interest is not possible under the circumstances , the board or committee shall determine by a majority vote of the disinterested parties whether the transaction or arrangement is in DCLTA’s best interest. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy
4.1 If the DCLTA board has reasonable cause to believe an insider has failed to disclose actual or possible conflicts of interest, it shall inform the insider of the basis for such belief and afford the insider an opportunity to explain the alleged failure to disclose.
4.2 If, after hearing the insider’s response and after making further investigation as warranted by the circumstances, the DCLTA board determines the insider has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
4.3 Should further investigation be warranted, the Board will constitute a committee comprised of a board member, a DCLTA member and a member of the public to investigate and make
recommendations to the board within 30 days.
4.4 Options for corrective action are:
i. Remove the conflicted individual from a position to decide or vote on the situation
ii. Remove the possibility from the choices under consideration
iii. Communicate to appropriate parties that this potential conflict exists
4.5 Communication of the decision and actions taken should be made to all involved including entry of the decision into the Board minutes along with the name of the insider and the names of those board members who were present for discussion and who voted on the issue.