CFA Society Toronto - Board

2016_CFA_SocietyToronto_BoardManual

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Approved 21 August 2013 Preamble Each individual who serves as a board member and/or officer of CFA Society Toronto occupies a position of trust and has a fiduciary responsibility to CFA Society Toronto. Each individual must: Discharge his or her duties in good faith and with diligence and undivided loyalty; and Avoid actual and possible conflicts between responsibilities to CFA Society Toronto and responsibilities to other entities or personal interests. Transactions in which a board member or officer is involved with actual or apparent cause of conflict are not automatically invalidated however such a transaction must be heavily scrutinized and may be rescinded under certain circumstances. In order to avoid actual or apparent conflicts of interest, the CFA Society Toronto board adopts the following requirements for its board members and officers: Disclosure Requirement If, during the course of a meeting, a board member or officer is or becomes aware that he or she has a conflict of interest or the appearance of a conflict of interest in a matter under discussion, that director shall disclose relevant material facts about the conflict of interest to the person chairing the meeting. Participation The CFA Society Toronto President shall decide whether a board member or officer has a conflict of interest. If it is determined that a conflict exists, the President shall decide whether the interested individual may participate in the matter under discussion. If it is deemed to be appropriate, the individual with the conflict will be required to leave the meeting during discussion of the specific, conflicting matter(s). If the possibility of a conflict involves the President, the ranking Vice President shall exercise the above-described powers. Validity of Actions Contracts or transactions between CFA Society Toronto and one or more of its board members or officers, or between CFA Society Toronto and any corporation, partnership, association, or other organization in which one or more of the CFA Society Toronto board members or officers are directors or officers, or have a financial interest, shall not be void or voidable solely for this reason, or solely because such a board member or officer is present at, or participates in, any meeting which authorizes the contract or transaction, or solely because of his, her, or their votes were counted for such purposes, if: (a) the material facts of the transaction and the board member's or officer's interest were disclosed or known to the board members or a committee of the board and the board, or committee thereof authorized, approved or ratified the transaction; (b) the material facts of the transaction and the board member's or officer's interest were disclosed to the members entitled to vote and they authorized, approved, or ratified the transaction; or (c) the transaction is fair to CFA Society Toronto as of the time it is authorized, approved, or ratified by the board of directors, or an authorized committee thereof. CFA Society Toronto Board Manual 2016 Page 43 of 194

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