IV Compensation and Disclosure of Interest

11. Compensation

  1. Members of the Board of Directors, a Committee, Subcommittee, Task Force or Section Executive Committee, other than the President or an employee of the Association, shall not receive any compensation for their services as a member of that Association entity, but may be reimbursed for expenses incurred in the performance of their duties in accordance with the financial policies of the Association.
  2. Subject to article 10, members of the Board of Directors, a Committee, Subcommittee, Task Force or Section Executive Committee are not precluded from serving the Association in any other capacity and receiving compensation therefor. However, members receiving compensation for services rendered to the Association must declare any conflict of interest and refrain from participating in the discussion, unless authorized by the Chair of the entity, and from voting on anything relating to the matter for which they are being compensated.

12. Disclosure of interest

  1. A Board member who: (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction. shall disclose to the Association, in writing or by request to have entered in the minutes of Board meetings, the nature and extent of the Board member’s interest.
  2. The disclosure shall be made
    1. at the meeting at which a proposed contract or transaction is first considered;
    2. if the Board member was not, at the time of the meeting referred to in paragraph (a), interested in the proposed contract or transaction, at the first meeting after the Board member becomes interested;
    3. if the Board member becomes interested after a contract or transaction is made, at the first meeting after the Board member becomes interested; or
    4. if a person who is interested in a contract or transaction later becomes a Board member, at the first meeting after the person becomes a Board member.
  3. If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the Association’s activities, would not require approval by the Board, a Board member shall, immediately after they become aware of the contract or transaction, disclose in writing to the Association, or request to have entered in the minutes of Board meetings, the nature and extent of their interest.
  4. A Board member required to make a disclosure under paragraph (1) shall not vote on any motion to approve the contract or transaction unless the contract or transaction
    1. relates primarily to the Board member’s remuneration as Board member, an agent or a mandatary of the Association or an affiliate;
    2. is for indemnity or insurance; or
    3. is with an affiliate.
  5. For the purposes of this article, a general notice to the Board declaring that a Board member is to be regarded as interested, for any of the following reasons, in a contract or transaction made with a party, is a sufficient declaration of interest in relation to the contract or transaction:
    1. the Board member is a director or an officer, or acting in a similar capacity, of a party referred to in paragraph (1)(b) or (c);
    2. the Board member has a material interest in the party; or
    3. there has been a material change in the nature of the Board member’s interest in the party.
  6. Members of the Association may examine the portions of any minutes of meetings of Board or Board committees that contain disclosures under this article, and of any other documents that contain those disclosures, during the Association’s usual business hours.
  7. A contract or transaction for which disclosure is required under paragraph (1) is not invalid, and the Board member is not accountable to the Association or its members for any profit realized from the contract or transaction, because of the Board member’s interest in the contract or transaction or because the Board member was present or was counted to determine whether a quorum existed at the Board meeting or Board committee meeting that considered the contract or transaction, if
    1. disclosure of the interest was made in accordance with this section;
    2. the Association approved the contract or transaction; and
    3. the contract or transaction was reasonable and fair to the Association when it was approved.