Conflict of Interest Policy for Directors and Committee Members of the Oakville Chamber of Commerce

1.0 Application 1.1 This policy applies to the volunteer board of directors (the “Board”) and committee members of the Oakville Chamber of Commerce (the “Chamber”). 2.0 Definition of Conflict 2.1 A “conflict of interest” is any situation where: (a) Your personal interests (financial, political or otherwise), or (b) Those of a close friend, family member, business associate, corporation or partnership in which you hold a significant interest or a person to whom you owe an obligation, could influence your decisions and impair your ability to: (i) Act in the Chamber’s best interests and the best interests of its members, or (ii) Represent the Chamber fairly, impartially and without bias. 2.2 It is important to note that a “conflict of interest” exists if a decision could be, or could appear to be influenced – it is not necessary that influence actually takes place. This is typically known as the “appearance of a conflict of interest”. 2.3 The “appearance of a conflict of interest“, must be included in the definition of “conflict of interest”, and occurs when a reasonably well informed person properly could have a reasonable perception that you are making decisions on behalf of the Chamber that promote your personal interests or those of a person described in paragraph 2.1(b) rather than those of the Chamber and its members. 3.0 General Duties 3.1 Unless authorized to do so by the Board, or by a person the Board designates, you may not: (a) act on behalf of the Chamber, or deal with the Chamber, in any matter where you are in a conflict of interest or appear to be in a conflict of interest, nor (b) use your position, office or affiliation with the Chamber to pursue or advance your personal interests (financial, political or otherwise) or those of a person described in paragraph 2.1(b). 3.2 You must immediately disclose a conflict of interest to the Board either in writing or as minuted at a Board or committee meeting. It is important to make the disclosure when the conflict first becomes known. If you do not become aware of the conflict until after a matter is concluded, you must still make the disclosure immediately upon becoming aware. 3.3 If you are in doubt about whether you are or may be in a conflict of interest, you must request the advice of the Board or a person the Board designates. 3.4 You must immediately take steps to resolve the conflict of interest or remove the suspicion that it exists, by conducting yourself as follows: (a) Promptly declare the conflict of interest to the Board or committee and ask that such declaration be recorded in the minutes; (b) After declaring the conflict, you may provide information that is relevant to the matter giving rise to the conflict, but only prior to any discussion of the matter. You must then excuse yourself from the portion of the meeting where the matter giving rise to the conflict of interest is being discussed; (c) Notwithstanding paragraph 3.4(b)above, and with respect only to a meeting of the Board, the Board may, in its discretion acting unanimously, permit you to participate in the discussion giving rise to the conflict. However, if that discretion is exercised by the Board, you must then excuse yourself for a period of discussion amongst the Board without you present; (c) You must, in any event, refrain from voting on the matter giving rise to the conflict of interest at any meeting of the Board or committee meeting. 4.0 Avoiding a Conflict of Interest 4.1 You must not use your position as a Director or committee member to: (a) personally benefit from any business activity involving the Chamber, except where authorized by the Board following disclosure of the benefit; (b) confer a benefit on a person described in paragraph 2.1(b), except where authorized by the Board following disclosure of the benefit; or (b) receive an indirect benefit from any business activity involving the Chamber, except where authorized by the Board following disclosure of the benefit. 4.2 For the purpose of this article 4, an “indirect benefit” is: (a) a benefit derived by a close friend, family member, business associate, or a corporation or partnership in which you hold a significant interest, or (b) a benefit which advances or protects your interests although it may not be measurable in money. 4.3 Notwithstanding any of the foregoing, none of the abovereferenced duties prevent you or anyone else from conducting business with Chamber members and other people or businesses connected with the Chamber, or from receiving any and all benefits of membership in the Chamber. 5.0 Using Chamber Property and Information 5.1 You must have authorization from the Board, or from a person the Board designates: (a) to use, for personal purposes, property owned by the Chamber, or (b) to purchase Chamber property unless it is through channels of disposition equally available to the public. Even then, however, you may not purchase the property without authorization of the Board if you are involved in some aspect of the sale. 5.2 You may not take personal advantage of an opportunity available to the Chamber unless: (a) it is clear that the Chamber has irrevocably decided against pursuing the opportunity, and (b) the opportunity is equally available to members of the Chamber. 5.3 For the purpose of this article, “Chamber information” is information that is acquired by you solely by reason of your position as a Director or committee member and which the Chamber is under an obligation to keep confidential. 5.4 You may use Chamber information only for Chamber purposes. 5.5 You must not use Chamber information for your personal benefit. 5.6 You must protect Chamber information from improper disclosure. 5.7 You must report to the Board, or to a person the Board designates, any incident of abuse of Chamber information. 5.8 You may divulge Chamber information if: (a) you are authorized by the Board or by a person designated by the Board to release it, and (b) it is to a person who has a lawful right to the information. 5.9 If you are in doubt about whether the Chamber information may be released, you must request advice from the Board or from a person the Board designates. 6.0 Rules About Gifts and Draw Prizes 6.1 You may not accept a gift made to you personally because of your involvement with the Chamber, with the exception of invitations to attend events. You must disclose such invitations and event attendances to the Board at the next Board meeting following the invitation or event for inclusion in the minutes of the Board meeting. If you are a committee member but not a Director, you must disclose such invitations and event attendances to the President of the Chamber, who will in turn advise the Board. Under all other circumstances, any gift received by you because of your involvement with the Chamber is considered the property of the Chamber. 6.2 You may not use Chamber property to make a charitable donation or political contribution. 6.3 Any gifts made on behalf of the Chamber using Chamber property must have the authorization of the Board or a person the Board designates. 6.4 If you are a Director, you are encouraged to participate in fundraising draws held at Chamber events and your generosity if you choose to participate is greatly appreciated, however, you are asked to immediately donate any winnings back to be re-drawn or auctioned off at the same event, in order to avoid the appearance of a “fix”. 6.5 These rules are not meant to include gifts incidental to events such as loot bags and parting gifts.