top of page

3.01.11 – Director Conflict of Interest


Members of the Board will act at all times in the best interests of the organization. They will set aside personal self-interest and perform their duties in such a manner that promotes public confidence and trust in the integrity of the Board.


  • Board members are considered to be in “conflict of interest” whenever they themselves, their family, business partners or close personal associates may personally benefit directly or indirectly from their position on the Board

  • A conflict of interest may be “real”, “potential” or “perceived”; the same duty of disclosure applies to each situation


  • Board members must openly disclose a conflict of interest as soon as the issue arises and before the Board or its committees deal with the matter

  • If the Board member is not certain that he/she is in a conflict of interest position, the matter may be brought before the Chair, Executive Committee or Board for advice and guidance

  • It is the responsibility of other Board members who are aware of a conflict of interest on the part of a fellow Board member to raise the issue for clarification, first with the Board member, and if unresolved, with the Board Chair

  • If there is a question or doubt about the existence of a conflict of interest, the Board will determine by vote if a conflict exists. The person potentially in conflict will be absent from the discussion and the vote

  • The disclosure and decision as to whether a conflict exists, along with the member’s abstention from the discussion and vote, will be recorded in the minutes of the meeting

  Cross-reference guide:


  • Bylaws  – Article 11

bottom of page