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AD~net Algoma District Community Network
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ADnet CODE OF CONDUCT and CONFLICT OF INTEREST POLICY and GUIDELINES AUTHORITY This statement is pursuant to ADnet Inc, By-law No. 1, Section 8 and was approved by the general membership at the ADnet Inc. Annual General Meeting held on November 25, 1999. PREAMBLE The Algoma District Community Network Incorporated (ADnet) Board of Directors (the Board) is wishes to be accountable to the general membership and the citizens of the Algoma District and is committed to maintaining a high level of public confidence and respect. It is the policy of ADnet, in general, and the Board in particular, to avoid wherever possible all situations which actually, apparently or potentially constitute a conflict of interest. It is the policy of ADnet Inc that all Members, in fulfilling their responsibilities with respect to ADnet, have an obligation and a duty to identify any situation which actually, apparently or potentially constitutes a conflict of interest on behalf of themselves personally or the organization which they represent. TERMINOLOGY The terms "written notice", "in writing", or any similar phrases will be taken to mean in paper hard copy or electronically transmitted correspondence. The term "Member" means the member personally and the organization represented, unless stated otherwise. A conflict of interest is defined as a conflict between a Member’s interests and the discharge of the Member’s responsibility to ADnet Inc. A conflict of interest can be either corporate or personal in nature. A conflict of interest includes apparent and potential conflicts. A conflict of interest may exist whether or not a monetary advantage has been or may have been obtained by the Member. APPLICATION This statement shall apply to members, Directors and Officers, as shall from time to time be fixed by the Board of Directors. EXAMPLES OF CONFLICT OF INTEREST The following are some examples of conflict of interest situations. This list is not to be interpreted as all-inclusive but is of an informative nature only. Provision of Services. (Corporate) A Member represents an organization that wishes to respond to an ADnet Request for Proposal (RFP) for goods and services. Confidential Information and Corporate Advantage. (Corporate) Where a Member uses for advantage data or information not available to the public at large, obtained in the course of duties as a Member, provided confidentially to ADnet Inc by third parties, or prepared confidentially for the use of ADnet Inc. Property and Equipment. (Personal) Where a Member uses ADnet property, equipment or facilities of any kind for activities which are not associated with the discharge of duties. Gifts or Gratuities. (Personal) Where a Member accepts from any supplier, customer, contractor or any other organization doing or seeking to do business with ADnet Inc., any fees, commissions or other payments, loans or services including gifts, travel, entertainment or other favours, except those items of goodwill with a value not to exceed $50.00 (This does not apply to any compensation received by the Member from his prime employer in the normal course of the Member’s employment.) ACCEPTABLE ACTIVITIES Active participation in politics is not considered a conflict of interest. Outside employment per se is not considered a conflict of interest unless such employment meets the criterion of another form of conflict of interest. REPORTING OF CONFLICTS The responsibility for promptly reporting and providing complete disclosure of any conflicts of interest rests with the Member. The Member shall identify and disclose any possible conflict to the President, or in the case of the President, to the Vice President, as soon as the Member becomes aware of a conflict. The Member will normally inform the President in writing of the existence of a conflict. If time or circumstances precludes written notification, the Member may provide oral advice but must provide written confirmation within forty-eight (48) hours. EXECUTIVE STAFFING OF CONFLICTS The President shall review the notification upon receipt. The President may seek clarification from the Member or consult with other members of the Executive Committee to determine the extent and applicability of the conflict. If the notification is accepted, the President shall inform all Members in writing, by either hard copy or electronic transmittal, of the conflict. The President will send the notification of the conflict to Members within seventy-two (72) hours of receipt of notification. The information sent to the Members, including the Member in conflict shall identify the Member, the reason for conflict, and sanctions imposed restrictions to be observed by on the Member in conflict. Members (or their representatives) have an obligation to refrain from discussing related Board ADnet business issues with any non-–Members or any Member who has declared a conflict unless the business issue is public knowledge. The President may waive temporarily any sanctions restrictions against a Member if in the opinion of the President, the benefit to ADnet out weights the considerations of the conflict. This authority is to be used sparingly and with careful forethought. The President shall provide a written record to the Board when the option is exercised. If an unanticipated conflict of interest arises during the course of a Board, Committee or general meeting, the Member will immediately inform the Chairman of the meeting. The Chairman will either direct the Member to refrain from taking part in the discussion or direct the Member to leave the room. In either case, the action will be recorded in the minutes of the meeting. If the conflict is more than a one-off nature, the Member will provide written notification within forty-eight (48) hours. Any Member shall have the right to raise a question of conflict of interest regarding another Member. This will can be done by means of a confidential memorandum to the President but, in general, should be raised immediately with the other member present. The President will investigate the matter determine if a conflict exists and, if necessary, provide a written response to the Member. If the Member is unsatisfied with the response, the Member may request in writing to have the matter reviewed by the Executive Committee. The Executive Committee’s decision is final. SANCTIONS Corporate Where a conflict of interest is declared, the Member will not participate in portions of any Board, Committee or general meeting where items giving rise to the conflict will be discussed or actioned. The Member will not receive documents or discussion papers pertaining to the area of conflict. Modified Sanitized versions of documents or discussion papers with areas of conflict removed may be provided to a Member at the discretion of the President. Written communications provide potential opportunities for the breech of conflict of interest restrictions. Special care must be taken when using programmed distribution lists. Failure to declare a conflict of interest can result in the Member being barred prevented from responding to an ADnet RFP or participating in other beneficial business relationships that might otherwise be available. Sanctions are automatically lifted once the information or activity leading to the conflict of interest becomes public knowledge. The President will provide written notice to all Members. Personal Personal conflict of interest violations will result in an escalating scale of sanctions from warning to removal. The Executive Committee shall be the sole authority to impose personal sanctions. All Executive Committee decisions must be by majority, secret, recorded vote.
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