1.
PURPOSE
The purpose of this
Conflict of Interest Policy (the “Policy”) is to protect the interests of the Mountains
to Sound Greenway Trust (“Greenway Trust”) in connection with any transaction
or arrangement that might benefit the private interests of any Covered Person,
as defined below. The Greenway Trust
recognizes the potential existence of worthy relationships and activities that
may create a duality of interest. This
policy is not designed to eliminate such situations, but to provide a
systematic mechanism for disclosing any conflicts of interest and for the
recusal of any interested party in any vote or related decision. It also provides procedures for the Board of
Directors in evaluating any transaction or arrangement where a conflict may
exist.
2.
PERSONS
COVERED BY THE POLICY
This policy applies
to “Covered Persons,” defined as any Greenway Trust director, officer, employee
or member of any committee of the Greenway Trust’s Board of Directors that has
authority to act on behalf of the Board of Directors. Every Covered Person shall complete an annual
Conflict of Interest Questionnaire.
3. DUTIES
OF COVERED PERSONS
a.
Duty of Care. Every Covered Person shall perform their
duties for the Greenway Trust in good faith and with the degree of care that an
ordinarily prudent person would exercise under similar circumstances.
b.
Duty of Loyalty. Every Covered Person must act with loyalty to
the Greenway Trust, meaning that no Covered Person may use their position with the Greenway
Trust to make personal profit or gain other personal advantage. Each Covered Person shall exercise the
utmost good faith and judgment in all transactions involved in their duties.
c.
Conflicts of Interest. No Covered Person may engage in any
transaction or arrangement or undertake positions with other organizations that
involve a conflict of interest, except in compliance with this Policy. Every Covered Person shall:
(i)
Disclose
all actual and potential conflicts as set out below at Section 5; and
(ii)
Recuse
themself from voting on any transaction or arrangement in which they have a
potential or actual conflict of interest, and shall not be present when any
such vote is taken.
4. CONFLICT
OF INTEREST
Potential Conflict. A Covered Person may have a conflict of
interest with respect to a transaction or arrangement whenever they, or any of their
family members or business affiliates:
a. Receives payment for
services involving the Greenway Trust other than standard benefits, salary and
expense reimbursement.
b. Uses
the Greenway Trust’s time, personnel, equipment, supplies, or goodwill other
than for approved Greenway Trust activities, programs, and purposes.
c. Receives
personal gifts or loans from parties dealing with the Greenway Trust. Receipt
of gifts are disapproved other than occasional gifts valued at less than
$50. (The gift may be valued at more
than $50 if it is made available in a common area for others to share — e.g.,
fruit baskets, boxes of candy). No personal gift of money should ever be
accepted.
d. Has
a business or financial interest in any person or organization dealing with the
Greenway Trust.
Policy on Staff Outside Employment: Conflicts of interest, or the
appearance thereof, may arise when the Greenway Trust’s employees having
project or management responsibilities are engaged in outside employment
including consulting, self-employment or private businesses. Any such employee shall disclose the outside
employment to their supervisor, who may approve such employment upon a finding
that:
a. such
outside employment does not interfere with the employee's work at the Greenway
Trust,
b. such employment does not present a conflict of interest with
the Greenway Trust's work, and
c. such employment does not present the appearances of a
conflict of interest.
Such finding shall be in writing, be signed
by the Executive Director, and included in the employee's personnel file.
5. DISCLOSURE AND EVALUATION OF CONFLICTS
a.
Disclosure. Each
Covered Person shall promptly and fully disclose all material facts of every
actual or potential conflict of interest:
(i)
Existing
at the time when they become a Covered Person; and
(ii)
That
arises while they are a Covered Person, at the time such actual or potential
conflict arises; and
(iii)
Annually
through the annual Conflict of Interest Questionnaire.
All disclosures involving a transaction or arrangement
being considered at a meeting of the board or a committee shall be made to the
meeting chairperson. All other
disclosures by directors or officers of the Greenway Trust shall be made to the
Board President, who shall disclose their conflicts to the Board of
Directors. All other disclosures by
Greenway Trust staff employees shall be made to the Executive Director who
shall disclose their conflicts to the President.
b. Evaluation. The President or Executive Director, as the
case may be, shall disclose to the Board of Directors all conflicts of interest
reported to them under this Policy. The
Board of Directors will evaluate the disclosures to determine whether they
involve actual conflicts of interest and may attempt to develop alternatives to
remove the conflict from the situation.
6. PROCEDURES FOR ACTING
ON CONFLICT OF INTEREST TRANSACTIONS
Formal Approval. The Greenway Trust may enter into a
transaction or arrangement in which a Covered Person has a conflict of interest
only if all of the following are or will be true:
a. The
Covered Person has disclosed the conflict of interest in accordance with this
Policy.
b.
The Covered Person is included to inform preliminary
discussions, but is excluded from the discussion in which the approval of such
transaction occurs.
c.
The Executive Committee has assessed the matter and agrees
with the determination that the transaction is in the Greenway Trust’s best
interest.
7. NOTIFICATION OF BOARD AND STAFF OF THIS POLICY
It shall be the responsibility of the Board
President, assisted by the Executive Director to ensure that all board members
and employees are provided a copy of this policy.
