Conflict of Interest By-Law #78

WOODSWORTH HOUSING CO-OPERATIVE INC.
By-law No. 78
CONFLICT OF INTEREST BY-LAW

Passed by the Board of Directors on March 30, 2016 Confirmed by the Members on May 17, 2016. Replacing By-Law 42 (October 5, 1995)

Conflict of Interest

1. Purpose of this Article

The rules in this Article are to help avoid conflicts of interest and to have fair ways to deal with them. They apply in addition to the requirements of the Co-op Act and other legal and government requirements. The first part of this Article explains conflict of interest. The second part of this Article states rules for different situations.

2. Understanding Conflict of Interest

People who make decisions on behalf of the co-op should make the decisions in the best interests of the co-op – not in their personal interests. This includes directors, officers, committee members and staff.

3. What is Conflict of Interest?

Two things create a conflict of interest:
•  someone takes part in a decision on behalf of the co-op, and
•  the decision benefits that person or a relative or friend in a way that is different from most co-op members.

(a) Taking part in a decision
People who take part in a decision on behalf of the co-op include:
– directors voting on a motion
– committee members making a decision or recommendation
– staff making a decision or giving advice to the board about a decision

(b) Benefits of a decision
Benefits of a decision include:
– direct or indirect benefits
– actual or potential benefits
– benefits to relatives and friends
– non-financial benefits

4. Conflict Situations

Two kinds of situations can become conflicts of interest:
·  manageable situations
·  prohibited situations

(a) Manageable situations
Manageable situations are part of the ordinary operation of the co-op. They could become conflicts of interest if the person getting the benefit takes part in the decision. Examples:
·  A director puts in a work order for major renovations to their unit.
·  A friend of a director is given a Notice to Appear.
·  An employee requests a pay raise.

(b) Prohibited situations
Prohibited situations are things that do not happen in the ordinary
operation of co-ops. They are often illegal. Examples include:
·  A director gets a reduced price on carpeting from the same company that is contracting for carpeting for the co-op.
·  A property management company or an employee receives an incentive or commission in connection with a contract signed by the co-op.
·  A director is a partner or shareholder in a company that is bidding on the co-op’s snow shovelling contract.

5. Rules for Directors

(a) Declaring
If a director has a conflict of interest or is involved in a situation that could become a conflict of interest, the director must declare it in writing before the next board meeting. If the director learns about it at a board meeting, the director must declare it at the meeting.

(b) If in doubt, declare
If a director is not sure whether something would be a conflict of interest, the director must report it to the board in the same way as stated in the previous paragraph. If other directors or members think a director could have a conflict of interest or is involved in a situation that could become a conflict of interest, they should also report it to the board.

(c) Deciding
The board has to decide if there is a conflict of interest and what to do about it. It should be considered at the first meeting after it is declared or reported or the next one after that.
The persons who might have a conflict cannot participate in the process of deciding. They cannot be present while the decision is being made.
The conflict declaration and the board decision must be recorded in the minutes of the meeting. This could be in the confidential minutes if appropriate.

(d) If there is a manageable situation
If there is a manageable situation, the person with the potential conflict cannot vote or participate in any decision-making relating to the item cannot be present at a meeting while the item is under discussion, cannot see any of the documents or materials relating to the item, either before or after the decision is made

(e) If there is a prohibited situation
If there is a prohibited situation, the circumstances have to be changed so the prohibited situation no longer exists. It may not be enough for the director to leave the board since the director may have learned something that would give an advantage to someone, such as a bidder on a contract.

Steps to be take could include one or more of the following:

A. Resignation
The person involved can resign as a director.

B. Removal
The board can remove the person involved from the board. Despite Article IV, Section 6 (b) and Article V, section 1, Removal of a Director, removal under this section is effective as soon as the board passes the motion. There is no appeal to the members. If there is enough time, the director should be given written notice of the board meeting to discuss removal including the time and place of the meeting and the grounds for removal. The director can appear and speak at the meeting. The board decides and votes on the removal without the director present.

C. Deal with someone else
If the situation involved bidding on a contract with the co-op or selling something to the co-op, the co-op can reject the bidder or seller that is involved.

D. Change the situation
The situation that created the prohibited conflict can be changed in
other ways so there will not be a prohibited conflict.

(f) Government requirements
Individual directors and the board as a whole must also follow government and funder reporting and procedural requirements about conflict of interest.

6. Rules for Officers

Officers have to follow the same rules as directors, including any officers who are not directors.

7. Rules for Committee Members

(a) Declaring
Committee members must declare conflicts of interest and situations that could become a conflict of interest to the committee in the same way as directors declare them to the board. In addition, a copy of all conflict declarations should be given to the board, including those made during a committee meeting. If other members think a committee member could have a conflict of interest or is involved in a situation that could become a conflict of interest, they should also report it to the committee or the board of directors.

(b) Deciding
A committee has to decide about conflict of interest in the same way as the board. In addition, the chair of the committee has to give the board a written report on the situation no later than three days after the committee meeting.

(c) Dealing with committee conflicts
A committee has to deal with conflict of interest in the same way as the board. In addition, the board can make a decision about a committee conflict. The committee has to follow the board decision.

8. Rules for Staff

(a) Declaration by property management company
If the co-op has a contract with a property management company, that company has to declare conflicts of interest and any situation that could become a conflict of interest by giving a written report to the president as soon as possible. This has to be presented to the board at the next meeting. This could be a conflict of interest or situation involving the property manager’s staff at the co-op or involving the company or its owners or personnel who do not work at the co-op. The written report should state proposed steps to deal with the situation.

(b) Service companies or others who are not employees
Service companies and others who are not employees have to follow the
same requirements as property management companies under (a).

(c) Declaration by manager
If the manager is an employee of the co-op and has a conflict of interest, or is involved in a situation that could become a conflict of interest, the manager has to give a written report and explanation to the president as soon as possible. This has to be presented to the board at the next meeting.

(d) Declaration by other staff
Other co-op employees who have a conflict of interest, or are involved in situations that could become conflicts of interest, have to report it to the manager immediately. The manager will give any immediate directions that are needed and give a written report and explanation to the president as soon as possible. This has to be presented to the board at the next meeting.

(e) Board action
The board will decide if there is a conflict of interest and what steps to take.

9. Members’ Conflict of Interest
At members’ meetings, all members can discuss and vote as they wish, even if they have a conflict of interest. Members are encouraged to declare the conflict of interest before taking part in the discussion. Members should try to act in the best interests of the co-op as a whole.

10. Proof

(a) When required
The board can ask someone for evidence to prove that there is no conflict of interest or that the conflict of interest rules have been followed. It does this when deciding if there is a conflict of interest or investigating compliance with conflict of interest requirements.

(b) Response
Members and staff must give complete proof and details in response to a request under this section. This may require showing documents and getting sworn statements from everyone involved. Failure to provide proof under this section is a breach of this By-law. Also, failure to provide proof can be evidence of non-compliance with conflict of interest requirements.

Confidentiality Policy

WOODSWORTH HOUSING CO-OPERATIVE

CONFIDENTIALITY POLICY

Presented and approved at GMM on April 1, 1993

1. Basic Principles

The intention of this policy is to create a culture and a climate which supports maintaining confidentiality and makes it explicitly unacceptable behaviour to violate a member’s right to confidentiality.

This climate is fostered by such things as:

Board and committees discouraging anyone from presenting them with confidential information which they do not need to possess to function.

Staff making a point of offering members privacy for discussions in the office.

Members of the Board and sensitive committees shall acknowledge that they have received a copy of the confidentiality policy and that they understand their obligation to protect members’ privacy and confidentiality.

The Board and Committee members should not discuss with any other person the details of confidential matters.

2. Content of a member’s file

2.1 There will be a file for each individual member, not just household files.

2.2 The minimum that each file will contain will be the signed Member Application, Occupancy Agreement, and some tracking of where in the Co-op the member has lived and when. In addition, information on grievance and arrears would be included, as well as copies of correspondence to and from the member.

2.3 There will be nothing in the file that the member has not seen.

2.4 Information about grievances or arrears which is more than 5 years old, unless it is part of an ongoing pattern, should be discarded. Staff will consult with the Arrears Committee and the Grievance Committee regarding what should be discarded.

2.5 Content of the Unit (also called the Maintenance) file will be on the computer.

2.6 Member files are kept in the office in locked filing cabinets.

3. Member access to his/her own member file

3.1 It was agreed that members have the right to look at their own files. This may be done by making an appointment with the Co-ordinator to view the file during office hours.

 3.2 The Co-ordinator must be present while the member is viewing the file in order to answer any questions and to make sure that nothing is removed from the file.

3.3 The file itself may not be removed from the office, although members have the right to make photocopies of anything in the file.

4. Other access to the member file

4.1 No member, even if part of an elected committee, has the right to access any other member’s file, except where specifically directed by the Board.

4.2 If the Board or a committee needs information from a file, that information will be obtained through the Co-ordinator or Admin. Assistant. Maintenance information may also be obtained through the Maintenance workers in the absence of the Co-ordinator.

5. Function of Committees to maintain confidentiality

(e.g., Board, Membership, Arrears, Grievance)

 5.1 The Board

The Board will implement a mechanism for discussing issues at Board level without knowing the names of the people involved (e.g. President distribute copies of letters with names blacked out).

5.2 The Arrears Committee

 The Arrears Committee does not need to know who is on subsidy, except when discussing a particular Arrears case. Duplicate lists of those in Arrears should be destroyed as soon as possible after the meeting.

5.3 Grievance Committee

Policy states that “All particulars and minutes of meetings shall be kept strictly confidential and shall be disclosed only to the Board of Directors at their request. At the end of each year, and after consultation with the Committee, the Secretary shall precis and record the premise and conclusion of each grievance, to be kept in the files of the Grievance Committee and the members involved. This is to facilitate the resolution of future complaints that might involve any of the parties. All related testimony, documents and notes will be destroyed.

All files of Grievance Committee will be kept in the office, except for active files which may be temporarily removed from the office by a member of the Grievance Committee while a complaint is being worked on.

The Board does not generally need to know the details of particular grievances unless Board action is required.

5.4 General

The Board (and other Committees) should be very conscious of procedures which ensure that positions taken by particular Board or committee members on an issue are not discussed outside the meeting.

6. When the Member breaches his/her own confidentiality

(e.g., a member appeal)

If a member chooses to reveal confidential information about her or himself in order to appeal a decision of the Board or Committee , he must understand that this means that the Board (or other committee being appealed against) has the right to reveal any information upon which they acted, even if it is information that would otherwise be kept confidential.

7. Destruction of files

Each member of committees and the Board who deal with confidential material is expected to ensure that they dispose of confidential material in an appropriate manner. The office has a shredding machine, which may be used to shred documents. No copies of confidential material will be left lying around, either in Committee boxes or in the Board room where members might see them.

 At the end of a member’s term of office on the Board or a Committee, it is the member’s responsibility to make sure that confidential information obtained during the term is properly disposed of.

8. Process for implementation

The following implementation procedures will be developed by appropriate committees and staff.

8.1 Change filing system from Household files to Member files.

8.2 Procedures for removing old Arrears information.

8.3 Procedures for removing old Grievance information.

8.4 Process for regular reporting of Member in Good Standing Status to Membership Committee. [Section 5.2 re: definition of member in good standing was struck from approved version.]

Consolidated up to April 2010 and adopted September 30, 2010.