The Board and staff of the Region of Waterloo Arts Fund have a duty at all times to act in the best interests of the corporation rather than of their personal self-interest on behalf of constituencies they represent. However, it is a definite advantage that directors and staff play active roles in the arts community by serving as board members, staff members or otherwise being involved as volunteers with a wide spectrum of non-profit organizations. This means that, from time to time, potential conflicts of interest or the appearance of such conflicts will inevitably arise.
The purpose of this policy is to enable the Arts Fund to deal with such conflicts in as open and appropriate a way as possible. It also sets out procedures by which the individual directors and the Board will address and resolve issues of conflict of interest.
It is understood that Arts Fund directors will perform their duties without remuneration in such a way as to promote public confidence and trust in the integrity, objectivity and impartiality of the Board. Consistent with the Governing By-law (By-law #1), no director shall directly or indirectly receive any profit from his/her position provided that reasonable expenses may be paid in the performance of their duties.
Conflicts arise when directors, staff or invited advisors may benefit, directly or indirectly, financially or otherwise, from their position. Such involvements include, but are not limited to, the following:
A conflict of interest may be “real”, “potential”, or “perceived”; the same duty to disclose applies to each. The pecuniary interests of immediate family members or close personal or business associates of a director are considered to also be the pecuniary interests of the director. Full disclosure in itself does not remove a conflict of interest.
It is important that directors be sensitive to appearance and perception and err on the side of transparency. In case of conflicts or appearance of conflicts, Arts Fund directors and staff are expected to fully disclose any potential conflict as soon as it arises and before the board (or its committees) makes any decisions in the matter where the potential conflict exists. In particular, this means making full disclosure prior to discussing or voting on any related grant decisions.
Once such a disclosure has been made, the remaining board members will determine, by vote, whether or not there is a potential conflict of interest. Should it be so considered, the board member involved shall abstain from voting and shall not participate in the discussion of the application, applicant or applicant organization. The affected director in conflict must not attempt to influence the outcome of any discussion or vote and must leave the meeting room for the duration of any discussion and vote on the matter.
In cases where the Arts Fund’s board decides to award a grant to an organization and one or more of the Arts Fund’s board members or staff has abstained from voting as a result of conflict or the appearance of conflict, such grants and board or staff members in conflict shall be identified in the minutes of the meeting and/or in the Arts Fund’s annual report. In the minutes, the time the person left and returned shall be recorded.
It is the responsibility of other board members who are aware of real, potential or perceived conflict of interest on the part of a fellow board member to raise the issue for clarification at the earliest possible opportunity, first with the board member him/herself and, if still unresolved, with the Chair.
The Chair of the Arts Fund will seek legal advice, where necessary, from the Regional Solicitor. Individual directors are free to seek independent advice on conflicts or potential conflicts.
Where the number of directors who, by reason of conflict, are disabled from participating in a meeting such that the remaining members no longer constitute a quorum as set out in the Arts Fund bylaws, then remaining members shall be deemed to constitute a quorum provided there are not less than two directors present.