1. Purpose
1.1 CBABC recognizes the importance of volunteerism within the legal community and that its work would not be done without the dedication of its Volunteers. The intent of this policy is not to limit the many capacities in which volunteerism may occur.
1.2 The purpose of this policy is to protect the interests of CBABC by:
- preventing situations in which the personal interests or professional duties of Volunteers may interfere, or appear to interfere, with their duties to CBABC; and
- avoiding the improper use, or the appearance of improper use, of CBABC information and resources for the financial, professional, personal, or political gain of Volunteers.
1.3 The intent of this policy is to supplement, not replace, the Law Society of British Columbia’s Code of Professional Conduct for British Columbia or any applicable federal or provincial laws regarding conflicts of interest.
2. Definitions
Terms defined by the Bylaws apply to these policies, unless otherwise expressly stated.
2.1 “Committee” means the entities established under section 6.1 of the Governance Policy.
2.2 “Duties” means the main duties of Volunteers to CBABC: the Duty of Loyalty, the Duty of Care, and, if applicable, Fiduciary Duty.
2.3 “Duty of Care” requires Volunteers to exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances to make thoughtful decisions in the best interest of CBABC.
2.4 “Duty of Loyalty” requires Volunteers to act honestly and in good faith in the best interests of CBABC rather than in their personal or professional interests. This duty of loyalty requires Volunteers to immediately disclose any actual or apparent conflict of interest by the means set out in this policy.
2.5 “Fiduciary Duty” means the duty of members of the Board of Directors to act in the best interests of CBABC, even at the expense of their own self-interest, and who must exercise a heightened standard of the Duties of Care and Loyalty.
2.6 “Section Executive" means, with respect to each CBABC Section, the collective of members elected or acclaimed to the positions of Chair/Co-Chair, Vice-Chair, Law & Policy Liaison, Member-at-Large, or other executive position as reported to CBABC in accordance with the Sections Policy, or as otherwise authorized by the Chief Returning Officer.
2.7 “Volunteer” means any member of the Board of Directors, Provincial Council, Committee Member, Section Executive or professional development conference organizing committee.
3. Conflict of Interest
3.1 A conflict of interest arises in any situation where a Volunteer’s Duties are compromised or impeded by any other interest, relationship or duty of the Volunteer whether personal or professional.
3.2 An apparent conflict of interest arises where a reasonable person, informed of the relevant circumstances, would perceive a high likelihood of a conflict of interest, whether or not one exists. An apparent conflict of interest should be disclosed and evaluated.
3.3 Volunteers may not use their position within CBABC, or information obtained about CBABC or its property through their CBABC role, in a manner that allows them to secure a pecuniary benefit or other personal gain for themselves or their related parties at the expense of CBABC. Volunteers shall not use CBABC information for their personal benefit and/or the benefit of a third party, or use such information or their position as a Volunteer to the detriment of CBABC. Such actions are also considered a conflict of interest.
3.4 Volunteers are required to avoid conflict, or an apparent conflict, between the interests of CBABC and the interests of another person, corporation or institution. This obligation also requires that the Board be fully informed about any transactions or arrangements into which CBABC enters and with respect to which a Volunteer may have an interest.
3.5 The situations in which a potential conflict of interest may arise cannot be exhaustively set out. To aid in identifying potential conflict of interests, examples include a Volunteer serving on the Board of another organization that is competing or transacting with CBABC, a Volunteer employed by an entity to which CBABC is advocating where the Volunteer’s employment responsibilities would be to respond to CBABC submissions, or where a Volunteer seeks to provide paid services to CBABC.
4. Procedures
4.1 Volunteers are under the obligation to disclose to the Chief Executive Officer (CEO) any potential actual or apparent conflicts of interest as they arise. Any person may bring to the attention of the CEO a potential conflict of interest with respect to a Volunteer.
4.2 Reviewing Potential Conflicts: When a potential actual or apparent conflict of interest is disclosed or brought to the attention of the CEO, the CEO, in consultation with the Second Vice-president, will review the disclosure and determine if an actual or apparent conflict of interest exists. If further information is required to make this determination, the CEO and Second Vice-president will collect all pertinent information, including from the Volunteer. If the determination is that a conflict of interest does not exist, the review will be documented but no further action will be taken.
4.3 Addressing Real or Apparent Conflicts of Interest:
4.3.1 If the CEO and Second Vice-president determine that a conflict of interest or apparent conflict of interest exists, they will advise the Volunteer and discuss appropriate actions to address the conflict or apparent conflict, making best efforts to address the conflict or apparent conflict in a manner that facilitates the Volunteer’s continued participation in CBABC. Any agreed actions to address the conflict or apparent conflict will be documented.
4.3.2 If the Volunteer does not accept the determination that a conflict of interest exists or is an apparent conflict of interest, or if the Volunteer, CEO and Second Vice-president cannot reach agreement on appropriate action to resolve the conflict, the issue will be brought to the Board of Directors for resolution.
4.3.3 The Board will review a report prepared by the CEO on the matter and provide the Volunteer with an opportunity to explain their views. The Board will determine a) whether a conflict of interest or an apparent conflict of interest exists, and if so b) the appropriate action to address the conflict or apparent conflict of interest. The Board decision will be documented.
4.3.4 If the conflict of interest in question involves a member of the Board of Directors, that Volunteer will be excluded from any associated Board deliberations.
4.4 Failure to Disclose: If the Board reasonably believes a Volunteer failed in their Duties to the CBABC by not disclosing an existing or possible conflict of interest, it shall inform the Volunteer of the rationale for such belief and grant the individual an opportunity to explain the alleged failure to disclose the conflict of interest. The Board will then determine and document what, if any, ameliorative action is required.