Here's the Conflict of Interest policy Invest North Bay doesn't want you to see

The Board of Invest North Bay is facing a watershed decision this afternoon.

On the agenda is a letter from concerned citizens Kevin Ferris and Nicole Peltier saying they believe Mayor Al McDonald and former chairman George Burton should have declared a conflict of interest when voting on a $1.2 million marketing contract to TWG Communications of North Bay. They want to know what the Board intends to do about it.

See: Open letter: McDonald and Burton broke Invest North Bay conflict of interest rules say Ferris and Peltier

"Specifically to Mr. Burton and Mr. McDonald sitting on the proposal review committee at Invest North Bay Development Corporation that reviewed an RFP (request for proposal) from Mr. (Bill) Ferguson’s company, TWG Communications, without disclosing to the board their relationships with the bidder."

Invest North Bay has never revealed its Conflict of Interest policy and it remained hidden until unearthed by Integrity Commissioner George Valin while investigating a City of North Bay Code of Conduct complaint, a separate issue, by Ferris and Peltier.

Valin's report states that TWG co-owner Bill Ferguson was McDonald’s campaign manager in the municipal elections conducted in 2010, 2014, and 2018 and paid TWG a substantial amount of money for advertising undertaken during his election campaigns.

"I conclude, on a balance of probabilities, that between and during the years 2010 to 2018, the Respondent Mr. McDonald enjoyed a personal and business or professional relationship with William Ferguson."

In September 2015, Ferguson was the chair of the Board of Governors of Canadore College, and chair of its executive committee, when the College negotiated a five-year extension of Burton’s contract as its President at an agreed stipend of $1.2 million.

See Valin's report here.

See: Invest North Bay must enforce its own conflict of interest policy or disband says Ferris

BayToday made several attempts to obtain a copy of the conflict of interest policy, arguing it should be available to the public, but was refused by Board Executive Director Ian Kilgour who said it was the Board's decision to release or not release the information.

We also asked for a link to the meeting for reporting purposes. This was also refused, Kilgour saying once again it was a Board decision.

The Board will meet today at noon, and Kilgour has confirmed it will not be available for public viewing, so essentially meeting in secret.

That flies in the face of the Valin report which states when referring to the establishment of the board, "In their Confidential Report to Council dated April 19, 2015 in which they recommended the establishment of INBDC, the City Solicitor and Chief Administrative Officer stated: “As a municipal corporation, the issue of “control, transparency and accountability will be important…”.

Where there is a will, there is a way, so we obtained a copy through other means and present it below. Should Burton and McDonald have declared a conflict of interest, recused themselves, and abstained from voting?

You be the judge.

DEFINITIONS:

1. 1. “Conflict of Interest” means:
      1. 1. any situation in which another interest or relationship impairs the ability of a Board Member to carry out the duties and responsibilities of a Board Member in an actual, potential, or perceived manner.  Conflict of Interest includes, without limitation, the following areas that may give rise to a Conflict of Interest for the Board Members of the Corporation, namely:
            1. pecuniary or financial interest – a Board Member is said to have a pecuniary or financial interest in a decision when the Board Member (or an Associate) stands to gain by that decision, either in the form of money, gifts, favours, gratuities, or other special considerations;
            2. undue influence – interests that impede a Board Member in his or her duty to promote the greater interest of the whole community served by the Corporation – participation or influence in Board decisions that selectively and disproportionately benefit particular agencies, companies and organizations, professional groups, or client from particular demographic, geographic, political, socio-economic, cultural, or other groups is a violation of the Board Member’s entrusted responsibility to the community at large; or
            3. adverse interest – A Board Member is said to have an adverse interest to the Corporation when that Board Member is a party to a claim, application or proceeding against the Corporation.
         2. For the purpose of this Policy, the following shall mean:
            1. “Actual Conflict of Interest” means a situation where a Board Member has a private or personal interest that is sufficiently connected to the Board Member's duties and responsibilities as a Board Member that it influences the exercise of these duties and responsibilities.
            2.  “Perceived Conflict of Interest” means a situation where reasonably well-informed persons could properly have a reasonable belief that a Board Member has an actual conflict of interest, even where that is not the case in fact.
            3. “Potential Conflict of Interest” means a situation where a Board Member has a private or personal interest that could influence the performance of the Board Member's duties or responsibilities, provided that the Board Member has not yet exercised that duty or responsibility.

conflict of interest

1. 2. Conflict of Interest
      1. At the opening of each meeting, the President or designate Chair shall ask for disclosures of any actual, potential or perceived conflicts of interest of any Board Member relating to any agenda item. Any such declared conflicts shall be recorded in the Minutes.
      2. Every Board Member who, either directly or through one of his or her Associates, has, or thinks he or she may potentially have, a Conflict of Interest shall disclose the nature and extent of the interest at a meeting of the Board.
      3. A conflict of interest may occur with respect to a proposed or current contract, transaction, matter or decision of the Corporation, or any other matter that competes for the interest of the Board Member.
      4. Board Members must avoid actual or potential conflict of interest, including but not limited to those identified in the definition of “Conflict of Interest” in this Policy.
      5. The declaration of an actual or potential conflict of interest shall be disclosed at the commencement of the nomination process by the individual who is being put forth for Board Member of the Board of Board Members.
      6. The declaration of actual or potential conflict of interest shall be disclosed at the meeting of the Board at which the contract, transaction, matter or decision is first raised.
      7. If the Board Member (or his or her Associates) becomes interested in a contract, transaction, matter or decision after the Board meeting at which it is first raised, the Board Member shall make, in the case of an existing contract, transaction, matter or decision the declaration at the first meeting of the Board or when the interest comes into being.
      8. After making such a declaration no interested Board Member shall vote or be present at the vote or during the discussions or otherwise attempt to influence the voting on a contract, transaction, matter or decision, (including discussing the matter with other Board Members) nor shall the Board Member be counted in any required quorum with respect to the vote.
      9. If a Board Member has made a declaration of interest in compliance with this Policy, the Board Member is not accountable to the Corporation for any profit he or she may realize from the contract, transaction, matter or decision.
      10. If the Board Member fails to make a declaration of his or her interest in a contract, transaction, matter or decision as required by this Policy, this shall be considered grounds for termination of his or her position as a Board Member of the Corporation.
      11. The failure of any Board Member to comply with the Conflict of Interest Policy of the Corporation does not, in or of itself, invalidate any contract, transaction, matter or decision undertaken by the Board.
      12. If a Board Member believes that any other Board Member is in a Conflict of Interest position with respect to any contract, transaction, matter or decision, the Board Member shall have the concern recorded in the Minutes.  Thereafter, at the request of the Board Member who recorded the initial concern, the Board shall, after the Board Member alleged to have a conflict has absented himself or herself from the room, vote on whether the Board Member alleged to have a Conflict of Interest is, in the opinion of the Board, in a Conflict of Interest.  If the Board so finds the person in a Conflict of Interest, the Board member shall absent himself/herself during any subsequent discussion or voting process relating to or pertaining to the conflict.  The question of whether or not a Board Member has a Conflict of Interest shall be determined by a simple majority of the Board and shall be final.
      13. If the Board finds that the person is not in conflict, the Board will then vote on the contract, transaction, matter or decision and the votes of each Board Member shall be recorded.
      14. Every declaration of a Conflict of Interest and the general nature thereof shall be recorded in the minutes by the Board.
   3. Principles
      1. Members of the Board are expected to act honestly and uphold the highest ethical standards.
      2. Members of the Board are obligated to perform their official duties and conduct themselves in a manner that will bear the closest public scrutiny because corporations are part of the broader public sector and are subject to greater public scrutiny than private organizations.
      3. When appointed, members of the Board must arrange their private interests to prevent conflicts of interest. If a conflict does arise between the private interests of a Board Member and the official duties of that individual, the conflict shall be resolved in favour of the public interest.
      4. Each Board Member (regardless of how the Board Member becomes a member of the Board) has a responsibility first and foremost to the welfare of the Corporation and must function primarily as a member of the Board, not as a member of any particular constituency.
   4.  Policy Violation and Action
      1. Where there has been a failure on the part of a member of the Board to comply with this policy, unless the failure is the result of a bona fide error in judgment, the Board is to:
         1. Issue a verbal reprimand; or
         2. Issue a written reprimand; and/or
         3. Request that a member of the Board resign; and/or
         4. Remove the member of the Board through processes established in Board By-laws.
   5. Insignificant conflicts
      1. The Policy does not apply where the interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the Board member or where a pecuniary or other interest is in common with a broad group of which the Board Member is a member. This Policy does not apply where the issue is one of general or public information.
   6. Disclosure of Interests in Contracts
      1. Every Board Member who is in any way directly or indirectly interested in a proposed contract or a contract with the Corporation or any subsidiary of the Corporation shall declare the Board Member's interest and conflict in accordance with the Policy.
      2. If a Board Member has made a declaration of his or her interest in a proposed contract or contract in compliance with this section and has not voted in respect of the resolution which awards the contract (or, in the case of a conflict declared in accordance with section 6.3.2 hereof, the Board Member has not voted on the resolution confirming the award of the contract), the Board Member is not accountable to the Corporation or to any of its members or creditors for any profit realized from the contract, and the contract is not voidable by reason only of the Board Member's holding that office or of the fiduciary relationship established thereby.