Conflict of Interest Policy
NOT-FOR-PROFIT CONFLICT OF INTEREST POLICY
Organization name: SHOCKWAVE VOLLEYBALL ("Organization")
Date of update: August 1, 2022
Article I - INTRODUCTION
The Organization is committed to the highest standards of ethical conduct in its activities and expects its directors, officers and employees to do the same. The Board of Directors (the "Board", the "Directors" or, in the singular, the "Director") of the Organization has adopted this Non-Profit Conflict of Interest Policy (the "Policy") to ensure that the Organization remains true to its charitable purpose.
Article II - PURPOSE
The objective of this policy is to protect the interests of the Organization when considering a transaction that could privately benefit a director, officer or other senior decision-maker, and to avoid any transaction that would result in excessive profit.
This policy is also intended to ensure that the Organization continues to operate in accordance with its tax-exempt purpose.
Article III - DUTY OF LOYALTY
Directors, officers, members of steering committees and certain senior managers, including those acting as principals of the Organization (referred to as "interested parties" or, in the singular, "interested party"), owe a duty of loyalty to the Organization. This duty of loyalty requires interested parties to avoid using their position in the Organization for personal advantage or gain. Interested parties must also avoid any action, including voting, where appropriate, where the personal interest of the interested party, including its financial interest, might conflict with the interests of the Organization.
Article IV - DEFINITIONS
1. Conflict of Interest: A conflict of interest exists when an interested party has an interest in a matter concerning the Organization that is in direct or indirect conflict with the interests of the Organization. Specifically, conflicts of interest may arise when interested parties have competing financial interests or opposing personal relationships with the Organization (referred to as "direct conflicts of interest"), or are related to a person with a competing financial interest or opposing personal relationship (referred to as "indirect conflicts of interest"). The interested party may be related by blood, marriage or business affiliation. Conflicts of interest may also arise where an interested party has decision-making authority in an entity that may be involved in a business relationship or financial transaction with the Organization.
The following examples of potential conflicts of interest should be considered illustrative, but not exhaustive:
a. Where an interested party is likely to derive a personal financial benefit from a transaction in which the Organization may be involved;
b. Where an interested party has an interest, including through an investment, in another entity with which the Organization intends to deal or do business;
c. Where an interested party enters into or maintains an agreement to be indemnified by the Organization (for the purposes of this clause, Directors who are also employees of the Organization may be in conflict in certain situations, such as voting on indemnification);
d. Where an interested party joins or establishes a competing Organization;
e. Where an interested party or an entity in which an interested party has an interest competes with the Organization in a purchase, sale, offer of contract or any other interest or service;
f. Where an interested party uses confidential information belonging to the Organization for any reason unrelated to its work for the Organization, such as for personal gain or for the benefit of another entity;
g. Where an interested party uses the resources of the Organization for any competing interest; or
h. Where an interested party participates in decision-making or negotiations for the Organization in a matter in which the interested party, a person related to the interested party or an entity in which the interested party has an interest is also involved.
2. Potential Conflict of Interest: A potential conflict of interest occurs when an interested party acknowledges that a conflict of interest may occur if no action for improvement is taken. Potential conflicts of interest do not always result in actual conflicts of interest. Interested parties who have a potential conflict of interest should follow the procedures outlined in the "Disclosure of Conflicts" section below. The Organization seeks to avoid any appearance of impropriety, as even potential conflicts of interest can damage the reputation of the Organization. Therefore, all potential conflicts of interest must be treated with care and disclosed in accordance with the procedures described herein.
Article V - DISCLOSURE OF CONFLICT
1. Disclosure: Any person who suspects that a conflict of interest or potential conflict of interest may arise with respect to any activity is required to disclose the conflict or potential conflict to the Organization as soon as possible so that the situation can be assessed. Interested parties should not unilaterally assess conflicts. Interested parties shall disclose at least the following details to the Board, but in any event sufficient information to provide the Organization with a clear understanding of the potential conflict:
a. All material facts;
b. Any potential or existing financial interest;
c. Any potential or existing competing interest (even if not financial);
d. Any personal or potential transaction.
2. Disclosure of Conflicts of Others: If an individual becomes aware of a potential conflict of interest involving another party, he or she must immediately report it to the Board of Directors.
3. Party to Disclose: Disclosure may be made to the Chair of the Board of Directors or the full Board of Directors.
4. Disqualification: Interested parties must also inform the Organization when they intend not to attend a Board or committee meeting because they believe the Board or committee will vote or act on a matter in which the interested party may have a conflict of interest.
Article VI - PROCEDURES IN CASE OF CONFLICT
1. Interested parties shall disclose potential conflicts of interest to the Board of Directors as soon as possible after becoming aware of the potential conflict, as described above. Interested parties are also required to complete an annual disclosure form to describe any outstanding interests that may create a conflict.
2. Assessment: Upon a potential conflict or disclosure of conflict from an interested party, the Board may request follow-up discussions or additional information. At this stage, the Organization will decide whether an actual conflict exists and whether it is a conflict of financial interest, material competition, transactions with third parties, or any other type of conflict. The interested party will be excluded from any discussion or vote regarding the conflict. The Organization may fully determine the matter in a vote or may refer the matter to a specialized committee for further investigation. The assessment of conflicts will be made on a case-by-case basis.
3. Factors to Consider: The Board may consider any factors it wishes in determining the existence of a conflict. Some of the factors to be considered may include:
a. Whether the financial interest of the interested party is minimal, relative to the transaction;
b. The degree of involvement of the interested party in the other entity involved in a transaction with the Organization;
c. The extent to which the interested party could personally benefit from the transaction or relationship in question.
4. Determination of Self-Dealing: If the Board of Directors or the Committee determines that there is an actual conflict, it shall also determine whether a self-dealing transaction is involved. If so, the Board of Directors must approve the transaction by a majority. For transactions involving sophisticated parties and/ or professionals, a larger vote is required to approve the transaction, such that at least two-thirds of the Board approves. The approval of the compensation of a director acting in his or her capacity as a director or officer is not considered a related party transaction.
5. Determination of Transactional Conflict of Interest: If the Board of Directors or the Committee determines that there is a real conflict involving a financial transaction or arrangement, but it is not a related party transaction, the Board of Directors will consider other scenarios that would not present a conflict. If the Board determines that an appropriate alternative exists, the Organization will pursue that course of action. If an appropriate alternative does not exist, the Board shall determine whether the course of action originally proposed is in the best interest of the Organization and shall proceed to a vote on this matter, in which a majority shall be required.
6. Determination of Other Conflict: In any other scenario where the Board or Committee determines that a conflict exists, the Board or Committee shall recommend a reasonable and appropriate course of action to protect the Organization by ensuring the best course of action in the circumstances.
Article VII - POLICY VIOLATIONS
If an interested party fails to disclose a potential or actual conflict, the Board of Directors will first request an explanation from the interested party. The Organization may then take appropriate action, including possible removal from office or from the Board of Directors.
Article VIII - FILES
The Board of Directors or the appropriate committee shall keep all records of discussions and votes regarding any actual or potential conflicts. The records shall specifically include:
a. The name(s) of the interested parties;
b. The manner in which the conflict was brought to the attention of the Board of Directors (whether disclosed or discovered);
c. The nature of the potential conflict, including the financial interest involved;
d. The actions of the Board of Directors or the Committee with respect to the fact-finding and investigation of the conflict or potential conflict;
e. The discussion, decision and vote of the Board of Directors or the Committee;
f. The names of all parties present at any discussion or vote.
Article IX - WITHDRAWAL OF VOTE ON COMPENSATION
No member of the Board of Directors remunerated for services rendered to the Organization may vote on his or her own remuneration.
Article X - ANNUAL REPORTS
All persons required to comply with this policy must sign a declaration each year that they have received a copy of the policy, that they have read and understand the policy, that they agree to comply with the policy, and that they understand that the Organization's continued charitable activities and exemption from federal income tax are dependent on the activities that support its charitable purpose.
Any person who believes they have an ongoing relationship or interest that may present a conflict must also make an annual declaration, as described above, and is responsible for updating this declaration in the event of a material change.
Article XI - REVISIONS
The Organization will periodically review certain topics to maintain alignment with its charitable objectives. The review will include at least:
a. Compensation and benefit arrangements to ensure that they are reasonable and formalized through arm's length negotiations;
b. Transactional arrangements, including partnerships or joint ventures, to ensure that they are consistent with the policies of the Organization and do not confer a private benefit on any party or result in an undue profit transaction; and
c. Review of the remuneration of the President and the Chief Financial Officer of the Organization.
The Organization may engage external advisors to conduct the above reviews, but the ultimate responsibility for such reviews rests with the Organization.
This Policy shall comply with all statutory law and legal requirements applicable to non-profit and charitable organizations. Any part of this Policy not in compliance with legislation shall be deemed severed from this Policy and the law, as may be applicable, shall supersede.
Certification: Vishnu Persaud, as Director of SHOCKWAVE VOLLEYBALL certify that this is a true copy of the Organization's Conflict of Interest Policy and that this policy was adopted by the Board of Directors on August 1, 2022