CFA Society Toronto - Board


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LEGAL RESPONSIBILITES Fiduciary Responsibility As a director you have fiduciary duties imposed by statute, rule of law, and by the society's Articles of Incorporation and by-laws. You are required to strive in good faith to act in the best interests of the society, which means adhering to the duties listed below. The Three Duties Duty of loyalty means that you must maintain an undivided loyalty to the best interests of CFA Society Toronto. In the event you have a conflict of interest between the best interests of CFA Society Toronto and your own interests, you must comply with the appropriate legislation. Duty of care means that you must act in good faith and in a manner that you reasonably believe is in the best interest of CFA Society Toronto. Duty of disclosure means that you must be open and candid in your relationships with the board and disclose any interests or matters that may influence you. I. Duty of Loyalty. Each board member owes a duty of loyalty to CFA Society Toronto and its members. This mandates that directors must only consider the best interests of CFA Society Toronto and its members when making business decisions. A. General Guidelines 1. Be alert to conflicts of interest 2. Sign the Conflict of Interest policy 3. What do you do if a conflict arises? Provide full and adequate disclosure of the conflict of interest to the board II. Duty of Care. Each director must discharge his or her duties in accordance with their good faith judgment of the best interests of CFA Society Toronto. Good Faith: Honesty of intention, openness and fair dealing. Best Interests: Directors should not act in their personal interests or the interests of a constituency but in the interest of CFA Society Toronto and its members as a whole. A. General Guidelines 1. Be informed and active. • You should attend board meetings and meetings of committees on which you serve. You should make sure you receive sufficient information beforehand about matters to be discussed and voted on at a meeting, especially the financial reports and statements. • You should review materials you receive, and prepare to be active in board discussions. You should be informed about major actions CFA Society Toronto takes. 2. Be aware of the financial situation of CFA Society Toronto. • Among the responsibilities of a board member is to see that CFA Society Toronto operates in a fiscally sound manner and has mechanisms in place to keep it fiscally sound. • The board should ensure that a realistic annual budget is developed. III. Duty of Disclosure. The duty of disclosure incorporates many of the facets of the duties already discussed. It is essentially the duty to be candid, fair and open in your dealings as a board member and to disclose to the board any matters that may affect your independent judgement. CFA Society Toronto Board Manual 2016 Page 14 of 194

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