By-Law #3: Article 9: Conflict of Interest

9.01 Carrying Out Duties

All officers, directors, committee members and employees must carry out their duties honestly, in good faith and in the best interest of the co-op rather than in their own interest

9.02 Payment of Directors and Officers

Directors and officers serve without payment of any kind. However, they have the right to be paid for travelling or other expenses while doing business for the co-op as long as the expenses are reasonable. The Board must authorize these expenses. These expenses must meet the guidelines and limits set by the Board. Directors and officers cannot receive compensation for lost income while doing business for the co-op.

Directors and officers cannot enter any contracts with the co-op other than contracts that are generally available to other members, such as occupancy or performance agreements.

9.03 Types of Conflict of Interest

  1. A conflict of interest is when someone benefits personally in any way from a decision of the co-op. This Article covers conflicts of interest of officers, directors, committee members and employees. It also covers all persons in their households and relatives.
  2. A conflict of interest can happen when someone living in the co-op or an employee
    • Makes or takes part in a decision affecting the co-op’s affairs, and
    • Has a financial or other interest in, or gets a benefit from, the result of that decision which the rest of the co-op members do not have, or which only a few other members have
  3. Examples of conflict of interest are
    • The co-op signs a contract with someone living in the co-op, an employee, or a company in which they, their household members or relatives, have a financial interest or any stock, and
    • Someone living in the co-op or an employee is involved personally in a disciplinary procedure where they made the complaint or where a household member, friend or relative is being disciplined.

There are other types of conflict of interest. The co-op should deal with them by using the principles contained in this Article.

9.04 Deciding whether there is a Conflict of Interest

The facts of each case are different, and careful judgment is needed to decide whether or not there is a conflict of interest. Members should follow the procedures below.

9.05 Procedures when there is a Conflict of Interest

  1. When a director has or may have a conflict of interest:
    1. The director should declare the conflict of interest at the Board meeting considering the matter,
    2. If a director doesn’t declare a conflict of interest, but another· director is aware of one, the other director can bring it up at a meeting,
    3. The Board then decides whether there is a conflict of interest,
    4. If there is a conflict of interest, the director cannot vote on the matter and must not be present during any of the meetings discussing the matter.
  2. When a committee member has or may have a conflict of interest, the committee must follow the same procedure as the Board. If there is a dispute, the matter can be appealed to the Board. The Board decision is final.
  3. When an employee has or may have a conflict of interest, it must be reported to the employee’s supervisor, and follow the supervisor’s directions.

    4. The coordinator must report a conflict of interest to the staff Liaison Officer if there is one, or to the president who will report it to the Board. The coordinator must follow the Board’s directions.

  4. All other conflicts of interest: if any member or officer acting for the coop has or may have a conflict of interest, that person must report it to the Board. The Board must decide on the matter.

9.06 Personal Relationships

Sometimes decisions have to be made which affect the friends or relatives of officers, directors and committee members. If the relationship is close enough, there may be a conflict of interest.
For example, there will be a decision of the Board to evict a friend of a director. If there is a close relationship, it will influence the director’s decision and the director should declare a conflict of interest.

9.07 Members Conflict of Interest

At General Members’ Meetings, all members can take part in discussions and vote as they wish, even if they have a conflict of interest. However, members must declare the conflict of interest before taking part in the discussion. Members can vote even if they have a conflict of interest. They should act in the best interest of the co-op as a whole.

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