Ruth Armstrong
Vision Management Services


 

    

2.10 Conflict of Interest

  • A Board of Director has a trust relationship with ORWC and must act in good faith in regards to the interests of the Association. Not only must conflict of interest be avoided, all appearances of a conflict must be avoided. The issue of whether the Director is acting in good or bad faith is not material. A conflict of interest can arise regardless of the Board Director’s intentions.

  • No Director shall place him/her self in a position where there is a conflict between his/her duties as Director and his/her other interests.

  • Any Director who has a conflict of interest shall declare such a conflict fully at any meeting of Directors. Such declaration shall be made verbally or in writing, at the commencement of any discussion where there is such a conflict and it shall be noted in the minutes of the meeting. The director shall refrain from discussing and voting in respect of the matter on which the conflict has been declared.

  • The withdrawal or absence of a Director for purpose of a declaration of conflict of interest does not cause the loss of quorum, provided that at least 3 Directors plus the Chairperson are still present and without their own conflict in regards to the matter.