​Carrying Out Duties
Every Director and officer of the Co-operative shall exercise the powers and discharge the duties of his or her office honestly, in good faith and in the best interests of the Co-operative, and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
 
 Payment of Directors and Officers
Directors and officers serve without payment of any kind.  However, they have the right to be paid for travelling or other expenses while doing business for the Co-op as long as the expenses are reasonable.  The Board must authorize these expenses.  These expenses must meet the guidelines and limits set by the Board.  Directors and officers cannot receive compensation for lost income while doing business for the Co-op.
 
Directors and officers cannot enter into any contracts with the Co-op other than contracts that are generally available to other Members, such as occupancy or performance agreements.
 
Types of Conflict of Interest
a) A conflict of interest is when someone benefits personally in any way from adecision of the Co-op.  
b) A conflict of interest can happen when someone living in the Co-op or an employee 

• Makes or takes part in a decision affecting the Co-op’s affairs, AND

•  Has a financial or other interest in, or gets a benefit from, the result of that decision which the rest of the Co-op Members do not have, or which only a few other Members have.

 
c) A conflict of interest could include the following: 

•  The Co-op signs a contract with someone living in the Co-op, an employee, or a company in which they, their household Members or relatives, have a financial interest or any stock

• someone living in the Co-op or an employee is involved personally in a disciplinary procedure where they made the complaint or where a household Member, friend or relative is being disciplined

• The Board may make a decision to evict a Member.  One of the Board Directors may have a friendship with this individual.  If there is a close relationship, it might influence the Director’s decision and the Director should declare a conflict of interest.

 
Procedures When There is a Conflict of Interest
a) When a Director has or may have a conflict of interest 

• The Director shall declare the conflict of interest at the Board meeting considering the matter, and will sign a form similar to that in Schedule F

• If a Director does not declare a conflict of interest, but another Director is aware of one, the other Director shall bring it up at a meeting.

• The Board then decides whether there is a conflict of interest.

• The Director will complete and sign a Conflict of Interest statement as per Schedule F

• If there is a conflict of interest, the Director cannot vote on the matter and may not be present during any of the meetings discussing the matter.

b) If a committee Member has or may have a conflict of interest, the committee must follow the same procedure as the Board.  If there is a dispute, the matter can be appealed to the Board.  The Board decision is final. 
c) If any Member or officer acting for the Co-op has or may have a conflict of interest, that person must report it to the Board.  The Board must decide on the matter. 
 
Members’ Conflict of Interest
At Members' meetings, all Members can take part in discussions and vote as they wish, unless they have a material/financial conflict of interest.  Members must declare the conflict of interest before taking part in the discussion.  Members who have a material/financial conflict of interest cannot participate or vote on the matter.