Conflict of Interest Policy


I. This conflict of interest policy is designed to help directors, officers, employees and volunteers of  the Canadian Club (the Club) identify situations that present potential conflicts of interest and to  provide the Club with a procedure to appropriately manage conflicts in accordance with legal  requirements and the goals of accountability and transparency in Club operations. 



A person with a conflict of interest is referred to as an ‘interested person’. For purposes of this  policy, the following circumstances shall be deemed to create a Conflict of Interest: 

  1. A director, officer, employee or volunteer, including a board member (or family member of any  of the foregoing) is a party to a contract, or involved in a transaction with the Canadian Club for  goods or services. 
  2. A director, officer, employee or volunteer, (or a family member of any of the foregoing) has a  material financial interest in a transaction between the Club and an entity in which the director,  officer, employee or volunteer, or a family member of the foregoing, is a director, officer, agent,  partner, associate, employee, trustee, personal representative, receiver, guardian, custodian,  or other legal representative. 
  3. A director, officer, employee or volunteer, (or a family member of the foregoing) is engaged in  some capacity or has a material financial interest in a business or enterprise that competes with  the Club. 
  4. A director, officer, employee of volunteer, (or a family member of the foregoing) is not deemed  to be in conflict if their participation in organizing an event, sponsorship or assistance with other  needs of the Club provides no actual or chance for monetary gain. 

Other situations may create the appearance of a conflict, or present a duality of interests in  connection with a person who has influence over the activities or finances of the Club. All such  circumstances should be disclosed to the board or staff, as appropriate, and a decision made as to what course of action the organization or individuals should take so that the best interests of the Club are not compromised by the personal interests of stakeholders in the Club.  

Gifts, Gratuities and Entertainment. Accepting gifts, entertainment or other favors from individuals  or entities can also result in a conflict or duality of interest when the party providing the  gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of  his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or  entertainment of nominal or insignificant value which are not related to any particular transaction or  activity of the Club. 





  1. A “Conflict of Interest” is any circumstance described above.  
  2. An “Interested Person” is any person serving as an officer, employee or member of the Board of  Directors of the Club, or anyone else who is in a position of control over the Club who has a  personal interest that is in conflict with the interests of the Club. 
  3. 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. 
  4. A “Material Financial Interest” in an entity is a 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. 
  5. 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 or grant, the establishment of any other  type of financial relationship, or the exercise of control over another organization.  


  1. 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 staff or other  volunteers have a conflict of interest, relevant facts should be disclosed by the board member  or by the interested person him/herself if invited to the board meeting as a guest for purposes of  disclosure. 
  2. A director or committee member who plans not to attend a meeting at which he or she has  reason to believe that the board 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. 


  1. 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 the meeting. 
  2. 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.  
  3. 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.  
  4. Interested Persons who are not members of the Board of Directors of the Club, or who have a  Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or  committee action, shall disclose to their supervisor, or the President, or the President’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 Club’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 his or her supervisor or the President or the President’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, officer, employee 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. This policy shall be reviewed  annually by each member of the Board of Directors. Any changes to the policy shall be  communicated to all staff and volunteers 

Violations of this Policy by a director or officer, may constitute grounds for dismissal at the  discretion of the Board, particularly if the director or officer has failed to disclose relevant  information in a timely manner. Violations of this Policy by an employee or volunteer may constitute  grounds for dismissal at the discretion of the ED upon the advice of the Board. Disclosure should  be made at the earliest date possible, preferably in writing.  

The Conflict of Interest Policy will be reviewed at least every three years, by the Governance  Committee. Recommended changes will be approved by the Board of Directors.