Saskatchewan Genealogical Society Governance Policy 27
Updated: June 10, 2007
The Conflict of Interest policy is to ensure that the confidence of SGS membership is maintained. This includes paid and non-paid staff, volunteers in any capacity, certified instructors and certified researchers and all other SGS members.
a) The Board of Directors of Saskatchewan Genealogical Society Inc. (SGS) and the administrative and program delivery structures thereof have been entrusted by the people of Saskatchewan, through SGS’s association with Saskatchewan Lotteries Trust Fund for Sport, Culture and Recreation (Trust), with responsibility for the use of certain public funds provided to SGS by the Trust. This public trust is an extension of the trusteeship imposed upon SGS by The Non-Profit Corporations Act of Saskatchewan (Act), which is the legal basis for the more fundamental trusteeship role that SGS has by virtue of its individual existence.
b) Of particular importance to this public trusteeship is Section 107 of the Act, which addresses “material conflict”, and each member of SGS’s Board of Directors (Board) is assumed to be aware of the provisions of this Section. However, the Act does not address any aspects of conflict of interest which lie outside “material conflict”, SGS believes it is essential that the chances for any kind of conflict of interest, “material” or otherwise, be minimized, but especially in those sensitive areas of Trust funding. The manner in which SGS fulfills its responsibility to the people of Saskatchewan arising from the privilege it has been granted in the use of Trust funding is critical to SGS’s continued existence.
c) Section 109 of the Act requires that
“Every director and officer of a corporation, in exercising his powers and discharging his duties, shall:
i) act honestly and in good faith with a view to the best interests of the corporation; and
ii) exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances.”
d) For these and the following reasons, it is necessary for SGS to implement a comprehensive Conflict of Interest Policy:
i) the Trust system, of which SGS is part, is one of trusteeship of public funds;
ii) the Trust system is a high profile, publicly sensitive one;
iii) the Trust funding SGS receives is substantial in nature, critical to the ongoing existence of SGS in its present state, and is controlled in the final analysis by the elected representatives of SGS’s Board of Directors; and
iv) there are only a limited number of individuals available to assist SGS in an elected, volunteer or staff capacity relative to the number of tasks to be performed by or on behalf of SGS. This potentially limited delegation of responsibilities within SGS increases the potential for conflict of interest.
In this Conflict of Interest Policy and all SGS activities to which it applies:
a) “arm’s length” means the principle by which SGS, when granting funding to any structure within SGS, does so through a panel of disinterested individuals but guided by SGS’s approved policies governing such granting of funds.
b) “association with SGS” means any situation, real or perceived, in which an individual may be seen as representing, officially or unofficially, SGS or its membership. For the purposes of this Conflict of Interest Policy, this does not include accreditation of an individual as a Certified Instructor, Certified Record Searcher, Certified Researcher, or Certified Aboriginal Researcher. A conflict of interest is created if such accreditation is being leveraged in a manner that is contrary to:
i) the standards and policies used for such accreditation;
ii) the intent or other content of this Conflict of Interest Policy; or
iii) any other SGS article, by-law, or policy.
c) “conflict of interest” means any situation which exists, which has existed, or which might exist, in which any decision, action or activity being contemplated by an individual covered under this Conflict of Interest Policy, through the individual’s employment, business, investments, or other personal enterprise, could directly and/or significantly benefit:
i) the individual;
ii) any member of the individual’s family with whom the individual has a material or non-material interest; or
iii) any corporate entity in which the individual or any member of the individual’s family with whom the individual has a material or non-material interest; or which could directly and/or be significantly detrimentally to the reputation or interests, material or otherwise, of the Trust, SGS, its branches, officers, staff, or any of its members.
A conflict of interest might be material or non-material, actual or potential, and/or real or perceived.
d) “material conflict” means, subject to Section 107 of The Non-Profit Corporation Act
i) being party to a material contract or a proposed material contract with SGS, or
ii) being a director or officer of a corporation, or having a material interest in any corporation, which is party to a material contract or a proposed material contract with SGS
e) “organizational responsibilities” means any situation in which an individual covered under this Conflict of Interest Policy is solely or partially responsible for decision-making, policy-setting, or otherwise directing the activities or funds of another organization that either:
i) receives money from the Trust; or
ii) whose regular activities may be perceived to put its members in a conflict of interest situation under the intent and other content of this Conflict of Interest Policy.
f) “membership” means all individuals and others who hold membership in SGS from time to time as described and governed by SGS’s Constitution and Bylaws (see Policy 23.1),
i) “member” means a person having a membership interest in SGS.
g) “staff” means all persons receiving a wage from SGS.
h) “volunteer” means any person who works on behalf of SGS, in any capacity, without remuneration other than reimbursement for usual and routine out-of-pocket expenses including reasonable and supportable compensation for travel and sustenance while on SGS business at rates approved by the Board.
The Conflict of Interest Policy has the following objectives:
a) to avoid actual or perceived conflict of interest;
b) to minimize the potential risk of conflict of interest through SGS and its membership;
c) to minimize any personal element in any conflict of interest issue for the protection of both the individual whose conduct might be under scrutiny and the integrity of SGS itself;
d) to provide an appropriate method of resolving conflict of interest issues; and
e) to be realistic in obtaining adherence by the Board of Directors and the membership to the Conflict of Interest Policy.
a) All volunteers and staff of SGS are covered by this Conflict of Interest Policy, and shall conduct themselves at all times in such a way as to avoid situations of actual or potential conflict of interest, whether real or perceived, and in accordance with the arm’s length principle. In order for this Conflict of Interest Policy to be truly effective, volunteers and staff will, at a minimum, conduct themselves as specifically indicated below in the Particular Circumstances.
b) When in doubt, a conflict of interest should be assumed and declared as outlined below.
c) This Conflict of Interest Policy applies, without reservation, to all activities of SGS.
27.5 Particular Circumstances
a) No Board member shall sit on the Board of Directors of SaskCulture, Sask Sport Inc., or Saskatchewan Parks and Recreation Association (or any similar or successor organization), or on the Cultural Advisory Committee (or any similar or successor funding structure).
b) No member employed by any government agency or branch whose work involves policies or programs dealing with the disposition of Trust monies shall serve in any position in SGS involving allocation of, or decision-making with respect to the use of, Trust monies.
c) i) No two participants in one family membership shall sit on the Board at any one time.
ii) No member or participant in a family membership shall sit concurrently on the Board of SGS and on the executive of any Branch of SGS. Each branch will identify the positions of its executive. (Member See Glossary page 5).
d) No volunteer shall assume any responsibility on behalf of SGS, including serving on the Board of Directors or on SGS committees, if to do so would likely result in such volunteer being in a conflict of interest.
e) No volunteer who is a family member of staff shall sit on the Board of Directors or chair any SGS committee.
f) Volunteers and staff will not use their association with SGS to obtain any direct or indirect personal profit or gain. Any benefits earned intentionally as a result of a volunteer or staff performing any activity for SGS which result directly from the expenditure of funds by SGS are the property of SGS.
g) The acceptance of gifts by volunteers or staff arising directly out of their association with SGS is discouraged, although gifts having a purely nominal value may be retained by the individual concerned. Any gifts having a greater than merely nominal value become, and are, the property of SGS.
h) No staff shall perform any action on behalf of SGS if the result is that such staff has a conflict of interest.
i) Staff may serve on SGS committees provided such committee service precludes any personal benefit, other than reimbursement for usual out-of-pocket expenses.
j) No individual involved in decision making, policy setting, or otherwise directing the activities or funds of SGS stakeholders shall sit on the Board of Directors or chair an SGS Committee.
k) No director, co-ordinator or executive member of an operational committee shall sit on the Board of Directors.
27.6 Conflict Resolution
a) The process by which a conflict of interest situation will be addressed can be initiated either by an individual covered by this Conflict of Interest Policy who feels that he/she is in an actual or potential conflict of interest, material or non-material, whether real or perceived, or by an individual who, or an organization which, has that perception of such an individual.
b) In the case of a self-declared conflict of interest:
i) immediately upon an individual becoming aware of a conflict of interest, that individual shall disclose in writing to the Executive Director or President of SGS at the earliest opportunity the nature and extent of the conflict. Such disclosure shall be entered into the minutes of the next meeting of the Board;
ii) where such a conflict of interest has been declared, the individual involved shall refrain from taking part in any decision-making process; and
iii) arising from organizational responsibilities, the individual involved shall resolve the conflict by withdrawing from one of the positions in question. This action shall be recorded in the minutes of both organizations affected.
c) In the case of a conflict of interest being raised by other than the individual involved:
i) upon the complaint being brought to the attention of the Executive Director or President in writing, he/she shall in turn bring it to the attention of the Board at the earliest appropriate opportunity. The President shall then strike a committee (the Hearing Committee) consisting of the President, Vice-president or a board member, and a third party, to be someone other than a member of SGS, agreeable to both the complainant and the individual whose conduct is under scrutiny;
ii) the Hearing Committee shall hear both parties to the complaint as soon as possible but no later than thirty (30) days after the written complaint has been received, and shall render a decision within ten (10) working days of the hearing;
iii) the decision of the Hearing Committee can be:
(1) that no conflict of interest exists and therefore no action is necessary;
(2) that a conflict of interest exists and that its resolution is for the individual involved to resign from the position or leave the activity that caused, or causes, the conflict of interest; or
(3) that the conflict of interest, although extant, is of a minor nature and that the only action required is to have the conflict recorded in the minutes of the next Board meeting;
iv) the decision of the Hearing Committee may be appealed within thirty (30) days to the Board but only on the basis that there are other reasonable grounds to suggest relevant factors were not considered by the Hearing Committee. During the appeal period, the individual involved shall refrain from taking part in any decision making pertaining to the matter giving rise to the complaint and further, shall not in any way attempt to influence other decision makers in respect of the matter; and
v) the decision of the Hearing Committee shall not take effect until the expiry of the appeal period. Upon a successful appeal, the decision resulting from the appeal shall take effect immediately.
27.7 Tainted Decisions
Where an individual in a conflict of interest has acted either by participating in the actual decision-making process or by attempting to influence other decision makers, the Board shall review and may overturn any decisions made in such circumstances. In the case of an internal funding decision, this will, at the Board’s discretion, result in the need for resubmission of the funding request.