Legal Duties and Liabilities of Directors and Officers of Charities and Not-for-Profits and Risk Management

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Developing and Implementing a Conflict of Interest Policy

•General operating bylaw may be silent may or include a conflict of interest provision

•Bylaw provision may simply repeat the statutory provisions or it may establish additional requirements

•If the organization is a charity, the bylaw provision should require a director to resign if there is a pecuniary conflict of interest that continues even though the director has declared a conflict of interest and has not voted

•There may be other non-statutory conflicts of interest issues to be addressed, such as not being an employee or board member of a competing association