[{"id":"f7e1a2c3-7c31-4fe7-a35d-5f17cf112bb0","order":1,"text":"CONFLICT OF INTEREST POLICY","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4f200bb3-34c5-4a1c-aa5f-72c0d7c2ec3d","order":2,"text":"[Organization legal name]","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"629627e4-4180-4029-a6a1-bbf2c4c662db","order":3,"text":"Adopted by resolution of the Board of Directors on [Date of adoption]","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"fb6cb8b9-2626-4c88-a48e-5ce5c704519f","order":4,"text":"PREAMBLE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"7b3ee7bf-e291-4ad8-80f0-73eee8a1d7a0","order":5,"text":"This Conflict of Interest Policy (the "Policy") is adopted by [Organization legal name] (the "Organization"), a not-for-profit corporation. The Organization is committed to conducting its affairs with the highest standards of integrity, accountability and good governance, and to ensuring that the personal, professional or financial interests of those who govern, manage or serve the Organization do not improperly influence, or appear to improperly influence, the discharge of their duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bf68866d-9b49-48ba-81c0-22d937fe2e16","order":6,"text":"Every Director, Officer, employee and volunteer of the Organization owes a duty of loyalty to the Organization and must act honestly and in good faith with a view to the best interests of the Organization. This Policy establishes the framework by which conflicts of interest are identified, disclosed and managed so as to protect the Organization's integrity, preserve public confidence, and ensure compliance with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"a1d8dfdc-b770-46ec-9ab7-e7315265ded7","order":7,"text":"1. PURPOSE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"6","sectionNum":"S01"},{"id":"bb0eba68-6bc0-4738-829b-b6b4257beeb7","order":8,"text":"The purposes of this Policy are to:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d17f56ef-83ad-4385-8999-4122fea031cf","order":9,"text":"(a) protect the interests of the Organization when it contemplates entering into a transaction or arrangement, or makes a decision, that might be affected by the personal interest of a Director, Officer, employee or volunteer;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"4e034615-c1ef-4468-96c2-ba6d4f91c460","order":10,"text":"(b) provide a clear and consistent process for the disclosure, assessment and management of actual, potential and perceived conflicts of interest;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ea26c2f9-cc9a-4630-b162-38d9f786e7c7","order":11,"text":"(c) supplement, and not replace, the fiduciary and statutory duties owed to the Organization and any applicable law, by-law or code of conduct of the Organization; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"85d1d65b-6f0c-4d90-8c25-eac6fa77c46d","order":12,"text":"(d) maintain the trust and confidence of the Organization's members, funders, donors, regulators and the public.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"b1381bad-cbc5-49b5-bbf9-cc53fdb3f487","order":13,"text":"2. SCOPE AND APPLICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S02"},{"id":"f8f5507b-5b35-40cc-b54e-b6b5583d9571","order":14,"text":"This Policy applies to all Directors and Officers of the Organization, and to all employees, contractors, members of any committee (whether or not composed of Directors), and volunteers who participate in the governance, management or operations of the Organization (collectively, the "Covered Persons").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4a08eb8f-4881-428e-b050-15c72105880c","order":15,"text":"Each Covered Person is responsible for being familiar with this Policy, for identifying situations that give rise to or may give rise to a conflict of interest, and for complying with the disclosure and management requirements set out below. This Policy applies in addition to, and is to be read together with, the articles, by-laws and any other policies of the Organization and all applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"304a8671-2b1a-46e7-bc13-fc6364fc73f1","order":16,"text":"3. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S03"},{"id":"3bda0b4e-9207-47a7-8930-4df3bf4e0fb3","order":17,"text":"In this Policy, the following terms have the meanings set out below:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"afa09769-5973-42bd-88ae-b90a189ca30e","order":18,"text":"(a) "Conflict of Interest" means any situation in which the personal, professional, financial, business, family or other interest of a Covered Person (or of a Related Party of that Covered Person) conflicts with, or may reasonably be perceived to conflict with, the interests of the Organization or the impartial performance of that person's duties to the Organization. A Conflict of Interest may be actual, potential or perceived, and may be direct or indirect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"87bf6ec7-62e9-4347-ae41-ce9565dcc478","order":19,"text":"(b) "Director" means a member of the board of directors of the Organization (the "Board").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"75ccc1de-a0a2-4e81-bcd0-316fd9bd6c16","order":20,"text":"(c) "Officer" means any individual holding an office of the Organization, including the chair, president, secretary, treasurer or any equivalent office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"57397573-ad14-42d0-833c-37c4e956f164","order":21,"text":"(d) "Material Interest" means an interest, whether financial or otherwise, that a reasonable person would consider sufficiently significant that it could influence, or be perceived to influence, the judgment or conduct of a Covered Person in the exercise of that person's duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"bc4e3df2-ce54-4ef2-97d8-1240484cdcc9","order":22,"text":"(e) "Related Party" means, in respect of a Covered Person: a spouse, common-law partner, child, parent, sibling or other member of that person's household or immediate family; a business partner or close associate; an entity in which the Covered Person or a member of their immediate family holds a significant ownership, management, beneficial or controlling interest; and any other person or entity with whom the Covered Person has a relationship that could give rise to a Conflict of Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e1e32dc9-9773-480a-ba9c-0947f75ff05e","order":23,"text":"(f) "Decision-Making Body" means the Board or any committee, sub-committee or other body of the Organization that is considering the matter in respect of which a Conflict of Interest arises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"6bf1aa72-d323-4cf6-b240-84824b8f7f48","order":24,"text":"4. FIDUCIARY DUTIES AND STANDARD OF CONDUCT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S04"},{"id":"1be5dc52-2096-4281-be4d-9f17a377eb56","order":25,"text":"Every Director and Officer shall, in exercising their powers and discharging their duties, act honestly and in good faith with a view to the best interests of the Organization, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every other Covered Person shall act with comparable honesty, integrity and loyalty to the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5b53d489-8cf6-4f9f-b222-4d6e6c4524a8","order":26,"text":"No Covered Person shall use their position, or any property, information or opportunity of the Organization, for personal gain or for the benefit of a Related Party, nor shall any Covered Person accept any benefit that could reasonably be expected to influence the performance of their duties. A Covered Person shall not allow a Conflict of Interest to compromise, or to appear to compromise, the impartial and faithful performance of their duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"5ae365f7-86d7-4450-a9e6-b5c16925fadf","order":27,"text":"5. WHAT CONSTITUTES A CONFLICT OF INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S05"},{"id":"3f78aaa5-3132-4f5e-9e22-3ed586fb3d11","order":28,"text":"A Conflict of Interest may arise in a variety of circumstances, including, without limitation, where a Covered Person or a Related Party:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2d61ec8d-b2c7-4162-aea0-02a53a5b7021","order":29,"text":"(a) has a direct or indirect financial or economic interest in a contract, transaction or arrangement to which the Organization is, or proposes to become, a party;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"812b1a66-7d74-4cee-b09a-a8b41385ecf4","order":30,"text":"(b) stands to receive a personal benefit, advantage or remuneration as a result of a decision, action or transaction of the Organization;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"0e51e728-5168-46aa-941f-e9720a53fd19","order":31,"text":"(c) holds a position, office or employment with, or has a material relationship with, another organization whose interests may compete or conflict with those of the Organization;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"72fefc43-22d4-4db0-bc95-cbc42ca23491","order":32,"text":"(d) is in a position to influence a decision of the Organization concerning the hiring, supervision, evaluation, compensation or discipline of a Related Party;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"7af4a27f-bf42-437a-8bae-f6d4783c83e1","order":33,"text":"(e) receives or is offered a gift, hospitality, favour or other benefit that could reasonably be perceived as intended to influence the exercise of their duties; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"050c9246-9c3e-4be9-ad22-819aa04f2f03","order":34,"text":"(f) is otherwise in a situation in which their private interests, or those of a Related Party, could reasonably be seen to interfere with their duties to the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"426007cb-ddda-4fdc-8715-dd1d329fae67","order":35,"text":"The existence of a Conflict of Interest does not, in itself, imply any wrongdoing. What matters is that such conflicts be promptly disclosed and appropriately managed in accordance with this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"7c4b7985-dd4e-440a-9c4d-19bc7b6e9653","order":36,"text":"6. IDENTIFYING AND ASSESSING A CONFLICT OF INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S06"},{"id":"0c622b03-31e0-4f0f-9a93-5387f6c18669","order":37,"text":"In determining whether a Conflict of Interest exists, the question is whether a reasonable, well-informed person would conclude that the interest of the Covered Person (or of a Related Party) could improperly influence, or could reasonably be perceived to improperly influence, the performance of that person's duties to the Organization. A Conflict of Interest may exist whether or not any improper influence in fact occurs, and whether the interest is direct (held by the Covered Person) or indirect (held through a Related Party or other arrangement).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"07dc1c84-c9f1-434c-b056-faf1d34a8f27","order":38,"text":"Where a Covered Person is uncertain whether a particular interest, relationship or activity gives rise to a Conflict of Interest, the person shall resolve the doubt in favour of disclosure and shall seek the guidance of the chair of the Board. A Covered Person who becomes aware that a past decision or transaction was affected by an undisclosed Conflict of Interest shall disclose it promptly, so that the Decision-Making Body may consider what remedial measures, if any, are appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"24d89d6d-6e1f-46b7-86ac-158dab3d7839","order":39,"text":"7. DUTY TO DISCLOSE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S07"},{"id":"2dc5bd33-3523-4488-b08c-a6dfeacf8e81","order":40,"text":"Each Covered Person has an ongoing duty to disclose any actual, potential or perceived Conflict of Interest as soon as the person becomes aware of it. Disclosure shall be made in writing to the chair of the Board (or, where the chair is the person with the conflict, to the Board) and shall describe the nature and extent of the interest in sufficient detail to permit the Decision-Making Body to assess it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"06e99570-f0fa-4979-b2bd-56ef96281520","order":41,"text":"Where a matter giving rise to a Conflict of Interest arises during a meeting, the Covered Person shall disclose the nature and extent of their interest to the meeting before the matter is discussed or voted upon, and the disclosure shall be recorded in the minutes. A Director who is required by the applicable governing statute to disclose an interest in a material contract or transaction shall disclose it in the manner, and at the time, required by that statute, including, where applicable, by written notice to the Board or by requesting that the disclosure be entered in the minutes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"2f3d6904-4f47-43ad-bb6e-a83a2d37dd84","order":42,"text":"8. DISCLOSURE PROCEDURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S08"},{"id":"32bc58b4-aab1-4cee-99f7-345749386658","order":43,"text":"Upon receiving a disclosure, the Decision-Making Body shall:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"88403cf1-3bb8-46b0-90bb-64cd761415c1","order":44,"text":"(a) review the disclosed interest and determine whether a Conflict of Interest exists and, if so, whether it is actual, potential or perceived;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"57c41a4a-0854-4284-a965-afbc0de327e0","order":45,"text":"(b) afford the Covered Person an opportunity to present information and to answer questions concerning the disclosed interest;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"affc455e-2f9e-46f8-a37a-2e8bc7e49c24","order":46,"text":"(c) determine the appropriate means of managing the conflict, which may include recusal, abstention, the establishment of safeguards, the obtaining of independent advice or valuation, or a decision not to proceed with the matter; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"f81cb70b-0af1-43e4-b7e9-18d6b39fdf55","order":47,"text":"(d) ensure that the disclosure, the determination and the manner in which the conflict was managed are recorded in the minutes or other records of the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"a1e95186-9221-48fb-8c6f-d605947911b8","order":48,"text":"9. RECUSAL AND DECISION-MAKING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S09"},{"id":"47c6c5b0-b70f-4784-a597-617213f0911a","order":49,"text":"A Covered Person who has a Conflict of Interest in a matter shall not participate in any discussion of, or vote on, that matter, and shall, if requested or if appropriate in the circumstances, withdraw from the meeting (or the relevant portion of the meeting) while the matter is considered and decided. The Covered Person shall not attempt to influence the decision in any manner, whether before, during or after the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e5069947-bda8-4d8e-a379-99be1785caf9","order":50,"text":"A Director who has disclosed an interest in accordance with this Policy and the applicable governing statute, and who has refrained from voting on the matter, may be counted in the quorum for the meeting to the extent permitted by that statute and the by-laws of the Organization. The remaining members of the Decision-Making Body who have no Conflict of Interest in the matter shall determine whether the contract, transaction or decision is fair and reasonable to, and in the best interests of, the Organization at the time it is approved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a3573722-dc74-4bf5-8f3a-5a724abf3771","order":51,"text":"A Director need not make disclosure, and may vote, in respect of a matter that relates primarily to the Director's remuneration as a Director (where permitted under this Policy and applicable law), an indemnity or insurance for the benefit of Directors and Officers, or a contract or transaction with an affiliate of the Organization, in each case only to the extent that disclosure is not required by the applicable governing statute. A failure to disclose a Conflict of Interest as required by this Policy or by applicable law may render the affected contract, transaction or decision voidable at the instance of the Organization, and may be addressed by a court of competent jurisdiction in accordance with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"58847109-d2f1-4493-a5eb-df656ffa21c4","order":52,"text":"10. CONFLICT AFFECTING THE ENTIRE DECISION-MAKING BODY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S10"},{"id":"797a5632-fa6d-4938-9840-504e3a2225d3","order":53,"text":"Where a Conflict of Interest affects all, or substantially all, of the members of a Decision-Making Body such that the matter cannot be determined by members free of conflict, the matter shall be referred to the Board (if it is able to act) or, failing that, to the members of the Organization, or be determined with the assistance of one or more independent persons appointed for that purpose, in each case as permitted by the by-laws and applicable law. The Organization may, in such circumstances, obtain independent legal, financial or other professional advice before the matter is decided, and shall document the process followed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ed823527-bef7-4784-85da-3dbe57fa20b8","order":54,"text":"11. RELATED-PARTY TRANSACTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S11"},{"id":"838cdb02-683f-4838-aa93-1ec6ef192302","order":55,"text":"The Organization may enter into a contract or transaction in which a Covered Person or a Related Party has a Material Interest only where: the interest has been disclosed in accordance with this Policy; the conflicted person has not participated in the decision to approve it; and the Decision-Making Body has determined, acting reasonably and on the basis of adequate information, that the contract or transaction is fair and reasonable to the Organization and in its best interests at the time it is authorized.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dddd4d19-5045-40af-8802-73f2ba55f4fb","order":56,"text":"Where appropriate, the Decision-Making Body shall obtain independent comparative information, valuations or advice to support its determination, and shall document the basis on which it concluded that the contract or transaction was fair and reasonable. The Organization shall not enter into a contract or transaction that confers an improper or undue advantage on a Covered Person or a Related Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"d49d4e00-f2d1-4c97-968f-6097febd5895","order":57,"text":"12. REMUNERATION OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S12"},{"id":"af9a7f29-94ec-42db-a8bf-3332e2dfa403","order":58,"text":"Directors shall not receive any remuneration for serving as Directors of the Organization. A Director may be reimbursed for reasonable expenses properly incurred in the performance of their duties, in accordance with any expense policy of the Organization. Any payment to a Director, or to a Related Party of a Director, for goods or services provided to the Organization otherwise than in the capacity of Director shall be permitted only to the extent authorized by applicable law and the articles and by-laws of the Organization, shall be treated as a related-party transaction, and shall be subject to the disclosure, recusal and fairness requirements of this Policy. Where the Organization is a registered charity, no such payment shall be made except as permitted by the law applicable to charities and, where required, with any approval prescribed by that law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"eef08ed3-8d28-471c-a14a-051461c6efe6","value":"prohibited","type":"add","operator":"="}]},{"id":"6e5a1fe4-f025-4b28-b2dd-01930124d0a3","order":59,"text":"A Director may receive remuneration only where such remuneration is permitted by the articles and by-laws of the Organization and by applicable law, is approved by the Directors who have no interest in the payment, is reasonable in the circumstances, and is fully disclosed and recorded. A Director who has an interest in their own remuneration shall disclose that interest and shall not participate in the decision approving it, except to the extent permitted by the applicable governing statute. Any payment to a Director, or to a Related Party, for goods or services otherwise provided to the Organization shall be treated as a related-party transaction subject to this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"eef08ed3-8d28-471c-a14a-051461c6efe6","value":"permitted","type":"add","operator":"="}]},{"id":"92b88ff7-fee0-4f97-8bb2-44cf9bbc2833","order":60,"text":"The remuneration of Directors, if any, is governed by the articles and by-laws of the Organization and by applicable law. Any remuneration of, or payment to, a Director, or to a Related Party of a Director, shall be disclosed and shall be subject to the disclosure, recusal and fairness requirements of this Policy and to applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"eef08ed3-8d28-471c-a14a-051461c6efe6","value":"bylaws","type":"add","operator":"="}]},{"id":"28c52591-488e-4f20-8a52-91d837c80c49","order":61,"text":"13. GIFTS, BENEFITS AND HOSPITALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S13"},{"id":"511b4be8-5cdb-4bf1-b96f-3fc4633b007d","order":62,"text":"No Covered Person shall solicit or accept, directly or indirectly, any gift, benefit, favour, hospitality or other advantage that is, or could reasonably be perceived to be, intended to influence the exercise of their duties to the Organization, or that could place the person under an obligation to a third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"daf05762-5deb-4f59-99ab-5199b7706125","order":63,"text":"Gifts or hospitality of nominal value offered as a normal expression of courtesy or protocol may be accepted, provided that they could not reasonably be perceived to influence the person's judgment or conduct. Any gift or benefit that exceeds nominal value, or whose propriety is uncertain, shall be declined, returned, or disclosed to the chair of the Board for direction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"06734fdf-799d-47e2-945d-e2483185c0a4","order":64,"text":"14. OUTSIDE ACTIVITIES AND OTHER ENGAGEMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S14"},{"id":"45cdaeb8-e99c-4fbf-a10a-81966893e6b8","order":65,"text":"A Covered Person shall disclose any outside employment, directorship, office, business interest, professional engagement or other activity that conflicts or may conflict with the interests of the Organization or with the proper performance of the person's duties. The Decision-Making Body may require the Covered Person to take such measures as are reasonably necessary to avoid or manage the conflict, including refraining from the outside activity or from participation in particular matters of the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ebdd636a-48a7-4f85-8bc3-5a9a2a40b61d","order":66,"text":"15. ADDITIONAL OBLIGATIONS AS A REGISTERED CHARITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"55d7d8d0-60eb-4881-ae38-def5681f6baf","value":"yes","type":"add","operator":"="}],"sectionNum":"S15"},{"id":"7d3d85a3-c85f-4db3-ac03-9623fc8e37dc","order":67,"text":"As a registered charity, the Organization and its Directors, Officers and members of any committee shall ensure that no part of the Organization's income or property is paid or transferred, directly or indirectly, by way of profit to any Director, Officer or member, except as reasonable and proper remuneration for goods or services actually rendered to the Organization and permitted by applicable law. The Organization shall devote its resources exclusively to its charitable purposes and activities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"55d7d8d0-60eb-4881-ae38-def5681f6baf","value":"yes","type":"add","operator":"="}]},{"id":"efea5449-1bb6-479e-b8c0-62e000535047","order":68,"text":"The Organization shall not confer, and no Covered Person shall obtain, any undue private benefit by reason of a person's connection with the Organization. All related-party transactions shall be conducted on terms no less favourable to the Organization than those available on an arm's length basis, shall be fully documented, and shall be consistent with the requirements applicable to registered charities and the published guidance and expectations of the Canada Revenue Agency. The Organization shall maintain adequate books and records to demonstrate its compliance with these requirements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"55d7d8d0-60eb-4881-ae38-def5681f6baf","value":"yes","type":"add","operator":"="}]},{"id":"1cd67f56-a4b7-4cbe-a173-702f8718d6f6","order":69,"text":"16. ANNUAL DISCLOSURE STATEMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S16"},{"id":"6a9a3ad7-0c60-46a3-8f08-d61909b5ef2c","order":70,"text":"On joining the Organization, and thereafter at least once in each fiscal year, every Director and Officer, and any other Covered Person designated by the Board, shall complete and sign a written disclosure statement: (i) acknowledging that the person has read, understands and agrees to comply with this Policy; and (ii) disclosing any interest, relationship or activity that gives rise to, or may give rise to, a Conflict of Interest. Completed disclosure statements shall be provided to the chair of the Board or the secretary and shall be kept with the records of the Organization. A Covered Person shall promptly update their disclosure statement upon becoming aware of any new or changed circumstance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"2100c838-16d5-4728-be1d-6315e2ebdacc","order":71,"text":"17. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S17"},{"id":"4ec3c89e-0c27-4c25-965a-8416af37ae08","order":72,"text":"Information disclosed under this Policy shall be treated as confidential and shall be used and shared only to the extent necessary to assess and manage the Conflict of Interest, to comply with applicable law, or as otherwise authorized or required by law. Every Covered Person shall protect the confidential information of the Organization and shall not use or disclose it for personal advantage or for the benefit of any Related Party or third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"8c779fd8-c55d-4454-9c40-8e4a6839a5d6","order":73,"text":"18. REPORTING CONCERNS AND PROTECTION FROM REPRISAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S18"},{"id":"adc5edc6-e38a-4734-a63b-4b269b4d6f87","order":74,"text":"A person who becomes aware of a suspected breach of this Policy, or of an undisclosed Conflict of Interest, shall report it to the chair of the Board. Where the suspected breach or conflict involves the chair, or where the person reasonably believes that a report to the chair would be inappropriate, the report may be made to any other Officer or Director, or to the Board as a whole.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"83d615a0-fc7a-4a45-a387-99ae13018607","order":75,"text":"The Organization shall not tolerate any reprisal, retaliation or adverse treatment against a person who, in good faith, makes a report, raises a concern, or participates in an inquiry under this Policy. A report made maliciously or in bad faith may itself be treated as a breach of this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"38f51b4e-2eff-4357-8901-719c08c24e85","order":76,"text":"19. COMPLIANCE AND CONSEQUENCES OF BREACH","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S19"},{"id":"9dc058e3-d75e-45a0-ba85-279f953662ce","order":77,"text":"If the Board has reasonable grounds to believe that a Covered Person has failed to disclose, or has acted contrary to, a Conflict of Interest, it shall inform the person of the basis for that belief and afford the person a reasonable opportunity to respond. If, after considering the response, the Board determines that a breach has occurred, it may take such action as it considers appropriate in the circumstances, including a requirement of disclosure, recusal or restitution, a reprimand, the rescission or non-renewal of an arrangement, the removal of the person from a committee or office, the termination of employment or engagement, the removal of a Director in accordance with the by-laws and applicable law, and any other remedy available to the Organization at law or in equity. The remedies set out in this Policy are in addition to, and not in substitution for, any other right or remedy of the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"165a5263-30e7-4273-b6d2-4f62d62cebaf","order":78,"text":"20. RECORDS AND RETENTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S20"},{"id":"4724badb-34be-437b-b432-3d06da2eb099","order":79,"text":"The Organization shall maintain accurate records of all disclosures made under this Policy, of the determinations of any Decision-Making Body, and of the manner in which each Conflict of Interest was managed, including the relevant minutes and disclosure statements. Such records shall be retained for the period required by applicable law and the records-retention policy of the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"0dd91efb-8dc2-4e59-bdd5-da06a006bf1e","order":80,"text":"21. INTERPRETATION AND GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S21"},{"id":"ebd3d848-4e4f-4f00-8e97-768345b9d77f","order":81,"text":"(a) Paramountcy. This Policy supplements, and does not replace, the fiduciary and statutory duties owed to the Organization. In the event of a conflict between this Policy and the articles or by-laws of the Organization or any mandatory requirement of applicable law, the articles, by-laws or applicable law, as the case may be, prevail to the extent of the inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"62ed93eb-448b-46ef-b45c-9bdb461589db","order":82,"text":"(b) Severability. If any provision of this Policy is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"cca9f621-e533-4f2d-9ef1-557ae44d365b","order":83,"text":"(c) No waiver. The failure of the Organization to enforce any provision of this Policy shall not be construed as a waiver of that provision or of the right to enforce it subsequently.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"3c28ec59-8518-4055-afac-2fb74dfa042a","order":84,"text":"(d) Other policies. This Policy is to be read together with any code of conduct, whistleblower, procurement, expense or related policy of the Organization. Where another policy imposes a higher standard, the higher standard applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"af3b8120-2687-4984-aa24-bb41ca81ca22","order":85,"text":"(e) Headings. Headings are for convenience of reference only and do not affect the interpretation of this Policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"1bf619d6-2c42-4251-9fb4-203511ee3e25","order":86,"text":"22. REVIEW AND AMENDMENT OF THIS POLICY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S22"},{"id":"47fab3d8-08f2-467d-8af9-3d22eefc52a4","order":87,"text":"The Board shall review this Policy periodically, and at least once every [Review period in years] year(s), and may amend it by resolution to ensure that it remains effective and consistent with the Organization's governance practices and applicable law. No amendment shall be inconsistent with the articles or by-laws of the Organization or with any requirement of applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"8fa56322-c173-4963-9f36-2d56b9c052dd","order":88,"text":"23. ADOPTION AND GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"sectionNum":"S23"},{"id":"e3a74513-bedd-413a-b20b-42284630acc2","order":89,"text":"This Policy is governed by, and shall be administered in accordance with, the laws of Canada and the Canada Not-for-profit Corporations Act, together with the articles and by-laws of the Organization. Where any provision of this Policy is inconsistent with a mandatory requirement of applicable law, that law prevails to the extent of the inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"c196f718-ef7a-499e-b694-7b38c5affedb","value":"federal","type":"add","operator":"="}]},{"id":"1ea68f42-a5ac-4a8e-b58d-151396359b28","order":90,"text":"This Policy is governed by, and shall be administered in accordance with, the laws of the Province of [Province or territory] and the laws of Canada applicable therein, together with the not-for-profit corporations legislation of that jurisdiction and the articles and by-laws of the Organization. Where any provision of this Policy is inconsistent with a mandatory requirement of applicable law, that law prevails to the extent of the inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"c196f718-ef7a-499e-b694-7b38c5affedb","value":"provincial","type":"add","operator":"="}]},{"id":"9184ae7f-cb04-4d11-ac68-8a117f7a8b91","order":91,"text":"This Policy was adopted by resolution of the Board of Directors of [Organization legal name] on [Date of adoption] and remains in effect until amended or repealed by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"61b8ce8c-f5a8-43e6-92bb-961f7bb1b224","order":92,"text":"Certified as adopted by the Board of Directors:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"10"},{"id":"88ab2a40-e91d-4dfe-990a-2074404a7257","order":93,"text":"_______________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"ad3af401-f166-4caa-847b-ef2912c5424e","order":94,"text":"[Name of signing officer]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"1ae0f759-037c-4692-8bea-672786be7c8a","order":95,"text":"[Title of signing officer]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"9e58a51b-0dab-46b1-b0c9-41a339a80083","order":96,"text":"[Organization legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"b46e276c-6af8-4277-ae80-3f4f345a395b","order":97,"text":"Date: [Date of adoption]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"bcfd1845-47af-4172-99d4-243ac02f96ec","order":98,"text":"24. SCHEDULE "A" — ANNUAL DISCLOSURE STATEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}],"marginTop":"10","sectionNum":"S24"},{"id":"b57a7560-135c-47b6-a85a-abbaab365ef1","order":99,"text":"I, the undersigned, a Director, Officer or other Covered Person of [Organization legal name], acknowledge and declare as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]},{"id":"d225b6cb-5cef-4e73-a82b-f22091a820f7","order":100,"text":"(a) I have read and understand the Conflict of Interest Policy of the Organization and agree to comply with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]},{"id":"480c2148-0d61-4575-a4cc-d11c756d9f67","order":101,"text":"(b) Except as disclosed below, I am not aware of any interest, relationship or activity of mine, or of any Related Party, that gives rise to, or may give rise to, a Conflict of Interest with the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]},{"id":"827992f4-85b2-4c62-bb53-638b19fa5454","order":102,"text":"(c) I will promptly disclose any such interest, relationship or activity that arises or comes to my attention after the date of this statement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]},{"id":"ecc9052e-0dbc-486f-a518-e95b3baab363","order":103,"text":"Disclosure of interests (if any): _______________________________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]},{"id":"a97fe2c3-c27b-4d6d-b90c-cc9107439b2c","order":104,"text":"Signature: ____________________________ Name: ____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]},{"id":"2e5d3344-112f-43b6-98c0-4e681186b914","order":105,"text":"Position: _____________________________ Date: ____________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cc12ed9d-1cfd-42c3-a249-828b3c9f010f","value":"yes","type":"add","operator":"="}]}]