Marine Aquarium Society of Toronto (MAST)
By-Laws
A Promotions Director
A Meetings Director
An ATOLL Editor
The officers and the ATOLL Editor shall perform the duties as set out in this Bylaw, and such other duties as assigned by the Executive.
Policy Statement with respect to Commercial Activities and Conflicts of Interest
Preamble
MAST membership is open to all those with an interest in marine aquariums.
The MAST membership is very largely comprised of pure hobbyists, but it encompasses a continuous spectrum of people:
pure hobbyists, with no commercial interest whatsoever;
primarily hobbyists, who may engage in a trivial level of trade, to partially off-set the costs of their hobby;
people who would like to turn their hobby into a part-time money-making enterprise;
people in the trade, on a full-time, commercial basis.
MAST believes that embracing this broad membership base enriches the Society. By including those with a commercial interest, MAST adds to the level of information exchange that can take place, and this is mutually beneficial to hobbyists and those in the trade.
Objective
MAST has benefited in the past from having some people with a commercial interest on its Executive, and occasionally the question of a conflict of interest has arisen. This statement is therefore to draw attention to where conflicts of interest may arise, and how they must be addressed, with a particular focus on those members serving on the Executive.
Potential conflicts cover a spectrum from real monetary conflicts to theoretical conflicts of little or no significance. The difference between real and trivial conflicts is sometimes difficult to define. The policy therefore focuses on disclosure of potential conflicts, so good judgment can be exercised, rather than overly legalistic rules. This policy statement will also discuss some examples of conflict, to guide both members and the Executive in exercising the necessary judgment.
The intent is to avoid the occasional significant conflict of interest that can arise when a member is running a business and on the MAST Executive. At the same time, we do not wish to discourage the full participation of hobbyists, just because they may do a little ‘commercial’ activity as a means of off-setting part of the cost of their hobby. Some of these people are a very valuable resource to MAST.
Policy
At the time of Executive elections, all candidates for office shall disclose to the membership any commercial activities in which they engage, which are related to the marine aquarium hobby. Members will be able to take this information into consideration when casting their vote.
All Executive members shall announce any possible conflict, when and if it arises, during an Executive meeting. If the Executive member believes the conflict is significant, he or she shall recuse themselves from the decision-making process on that particular item of business. If the President believes that a significant conflict exists, he or she may disqualify a director with a conflict, from participating in that particular item of business. The disqualified member may appeal this decision, and a vote of the Executive will then uphold or overturn the President’s ruling. The Executive’s vote shall be binding.
If an Executive member finds that conflicts arise on a regular basis, and this significantly impairs the member’s ability to function as a productive Executive member, then that person should resign from the Executive. If the Executive member declines to resign, the Executive may recommend to the membership the person’s removal, using the procedure in Section 9.1 of the Constitution.
Types of Conflicts of Interest
The most direct conflict of interest is when an Executive member seeks to sell, to MAST, goods or services, such as printing, Web design, and room rental. If these or similar goods or services are offered for sale by an individual or an organization in which an Executive member has a financial interest, then that Executive member cannot participate in MAST’s decision to purchase those services. This same prohibition would apply if it is a close family member of the Executive member, who has a financial interest in the vendor.
A similar conflict of interest arises if an Executive member is purchasing something from MAST. Since MAST is generally not involved in commercial activities, such a conflict is unlikely. However, MAST does encourage sponsorship of special events, such as presentations by out-of-town speakers. A company providing sponsorship money in return for favourable publicity is akin to a purchaser. An Executive member with a financial interest in a company offering to sponsor an event cannot participate in the Executive decision-making with respect to the terms of sponsorship, such as cost and resulting publicity. The person may also have to recuse themselves from discussions surrounding the whole event, if the potential for conflict exists. For example, the choice of speaker and topic of presentation could represent a conflict of interest, if the speaker is asked to speak on a topic that directly or indirectly promotes a product supplied by the sponsoring organization.
A more subtle conflict arises if an Executive member, who also has a commercial interest in an aquarium related product, attends an event, such as a dinner held for a visiting speaker. To what extent may the MAST member promote the product, without violating Section 8 of the Constitution, which prohibits using MAST meetings to exploit their own commercial interests? Generally speaking, as long as the MAST member is sensitive to the situation, no significant conflict of interest will arise. The member should make it clear, if it is not already known, that he has a vested interest in the product. It will then be evident he is speaking as a vendor, and not as a spokesperson for MAST.
Past experience has suggested other conflicts of interest are rare and not of significant concern. A theoretical conflict could arise if a MAST member held shares in a product manufacturer or vendor and used MAST meetings to promote those products. However, the link between promoting the product and any personal gain would be tenuous and not of significant magnitude to be of concern.
A member who produces products in a ‘basement’ operation is technically in a conflict of interest if he promotes such products at a MAST meeting. In practice, it is not difficult for the person chairing the meeting to control such activity and, in practice, little harm is done. There is little point in having elaborate rules to control such remarks.
Policy Implementation
MAST has not suffered, in the past, as a result of conflicts of interest by MAST members.
The Executive adopted this policy statement on the basis that it is better to have mechanisms in place in case they are needed, rather than to be in a reactionary mode, after a problem has arisen.
The policy is also intended to remind everybody of the potential for conflicts, and thus to avoid them.
In short, the implementation of this policy is not designed to bring about significant change, but to continue to run MAST in the highly professional manner that members have rightly come to expect.
The essence of the policy has been added to the Constitution, and membership support for the changes to the Constitution will be sought at the next Annual General Meeting.
Adopted by the MAST Executive.
June 13, 2007