International Soccer Club Mississauga
Conflict of Interest
The International Soccer Club (“ISC” or the “Club”) Conflict of Interest Policy, as adopted, shall govern the conduct of all Directors, Officers, Officials, Coaches, Managers, Management, Referees and Volunteers of the Club.
Based on Section 1.0 – Definitions of the OSA Polices:
Conflict of Interest shall mean a situation in which a Director of a Governing Organization has, in relation to any matter coming before that Governing Organization, a personal interest, sufficient to influence or to appear to influence the objective, and open-minded, loyal exercise of his or her function as a Director. There are basically two situations giving rise to a conflict of interest. One is that of “financial interest” and the other is an “obligation of loyalty”.
The circumstance giving rise to a conflict of interest need not be those of the individual Director and/or Officer but may be the interest of a person having close family ties to the Director, or a friend, business associate, or colleague of the Director”.
The Club has adopted the following as its Conflict of Interest Policy:
In addition to providing clean police records checks, upon election or appointment to their position, any member shall immediately disclose, in writing, any personal, professional or business activity that may be construed as a potential Conflict of Interest and periodically thereafter update such disclosure;
Directors and/or Officers must at all times act honestly, in good faith and in the best interests of the Club and be in compliance with the Code of Conduct and Rules and By-laws of the Club;
Directors and/or Officers shall not be affiliated or associated in any manner whatsoever with any other soccer club, academy, organization while on the Board of Directors or holding a position of Officer with the Club. If there are any questions as to potential Conflicts of Interest, they must be immediately declared to the President of the Club;
Directors and/or Officers shall not participate as a director or officer of a firm/company/organization/corporation which is a supplier of equipment, materials or any services to the Club or shall have any close family ties, friends, business colleagues, associates or the like, associated or affiliated with any suppliers;
Directors and/or Officers shall not seek, gain, receive, or benefit financially from preferential treatment in the performance of their duties and responsibilities to the Club or exploit their relationship with the Club in any manner whatsoever for their personal benefit or gain;
Directors and/or Officers shall not on their personal behalf or behalf of a third party enter into an agreement or contract for the sale or manufacturing of soccer equipment and/or related services with any organization or entity which could be construed as an endorsement of, or promotion by the Club;
Directors and/or Officers shall not publicly behave in such a manner as to embarrass the Club or bring the name of the Club into disrepute;
Directors and/or Officers shall not exchange personal gifts or favours of any kind with any individual or corporation that is a supplier of materials or any services to the Club and may not accept any gift in cash or in kind from persons doing or seeking to do business with the Club, except as may be of a personal nature and of nominal value;
Directors and/or Officers shall not evaluate and/or vote on a sponsorship proposal from a company or corporation for whom they work or from whom they receive a personal benefit. Any such dealings must be arm’s length in nature;
Directors and/of Officers shall not make an investment in any situation in anticipation of the Club taking a material interest therein or which results from knowledge of facts not generally available to the public or in anticipation of actions which may be taken by the Club in such a situation. In some cases, this type of information may be construed as insider information and the party is prohibited from acting where she/he is privy to insider information;
All Directors and/or Officers must strive to ensure that they do not place themselves in a position, either perceived or real, where their duty or loyalty to the Club conflicts with their own personal interests or with their duty to another organization, membership, company, affiliation, association or the like, is conflicted;
Information of a confidential nature gained by a Director, Officer, or any member from his or her involvement with the Club shall be kept confidential and used only for the proper purposes and interests of the Club exclusively;
Any Director and/or Officer who, by personal or business conduct, violates any part of this policy may be suspended from their role by a two-thirds (2/3) majority vote of the Board of Directors of the Club after an investigation has been made and after the Director and/or Officer concerned has been given a proper hearing with full opportunity to explain her/his action. When such a hearing is being initiated, notice of such hearing shall be given to all concerned, in writing, not less than 10 working days before such hearing; and
If a Director and/or Officer does not resign despite the inability to clear a conflict of interest, the Board of Directors must determine if she/he should continue as a Director. A Special General Meeting will be scheduled by the President at the earliest convenience to provide opportunity to remove the Director in question, only after the Board of Directors deems that the Director in question should resign and where the Director in question refuses to do so.
Procedure for Dealing with a Conflict of Interest
Pursuant to Policy 3.0 – Standards of Conducts, Section 18.0 – Conflict of Interest of the OSA Rules & Regulations: Consistent with such standards of conduct, conflicts of interest and the appearance of conflicts of interest are to be avoided where possible and acted upon openly and appropriately when encountered. The following measures should be taken when there is deemed to be a perceived Conflict of Interest per OSA Rules & Regulations:
In the event a Director has a conflict of interest in relation to a particular issue or matter of discussion, the individual shall:
1. declare the conflict of interest, and refrain from voting on the issue in question
2. absent himself or herself from the meeting at any time there is discussion of the matter giving rise to the conflict
3. refrain from lobbying or participating in the decision making process.
It does not matter whether the topic which involves the individual in a conflict situation was formally on the agenda or came up unexpectedly. As soon as the meeting considers a matter or begins to discuss an issue which puts an individual in a circumstance of conflict of interest, he or she must interrupt and say, “I am declaring my conflict as (here insert your conflicting position or interest) and I am leaving the meeting while this subject is under discussion” or words to that effect.” The Secretary of the meeting shall then record this in the Minutes as follows: “Ms. A. having disclosed her conflict as a Director of XYZ Organization (or whatever) was absent from the meeting during discussion of (describe topic).”
A topic which involves a conflict for a Director may come up in several meetings and at each meeting, the Director shall declare the conflict and absent himself or herself from the meeting during discussion of that topic. If no quorum exists for the purpose of voting on a matter only because a director is not permitted to be present at the meeting by reason of a conflict of interest, the remaining directors shall be deemed to constitute a quorum for the purposes of dealing with the matter. The Chair will report the conflict to the Board of Directors and the Board of Directors shall determine the appropriate action in response. The actions may range from:
a declaration that the conflict is minor or insignificant and should result in no further action;
a declaration that the Director concerned should not vote, but may otherwise participate in the discussion;
a declaration that the Director concerned should not participate in the discussion, should leave the room and should not vote; or
a declaration that the Director concerned should resign from the Board or Board Committee