Menu

Canada Not-for-Profit Corporation

#1746974-8 · CNCA

All governance documents
🧭

Conflict of Interest Policy

Challengers Cricket Club · Effective 30 April 2026

Purpose

This Policy ensures that Challengers Cricket Club's directors, officers, and committee members make decisions in the best interests of the Club — not their personal, family, or business interests. It protects the Club's reputation, complies with the Canada Not-for-profit Corporations Act (CNCA), and prepares the Club for CRA charity registration.

Who this applies to

  • All directors of the Club
  • All officers (President, Vice-President, Secretary, Treasurer, etc.)
  • Members of any committee or working group authorized by the board
  • Captains, when making decisions about Club matters beyond on-field selection

What is a conflict of interest?

A conflict of interest exists when a director, officer, or committee member has a personal, family, or business interest that could reasonably be seen to influence their judgment on a Club matter. Common examples include:

  • The director (or their spouse, child, parent, sibling, or business partner) is a sponsor, donor, contractor, or supplier to the Club.
  • The director's business stands to benefit from a Club decision (e.g. a partnership, a sponsorship arrangement, a venue contract).
  • The director has a personal relationship with another individual being considered for a paid or unpaid Club role with significant authority.
  • The director receives a personal gift, favour, or hospitality from a Club partner that could influence their decisions.
  • The director has access to confidential Club information that could give their personal business an unfair advantage.

A conflict of interest is not automatically wrong. It just means the director must disclose it and not participate in the decision.

Annual disclosure

Each director and officer signs an annual Conflict of Interest Declaration listing:

  • Any business they own, partly own, or are employed by that has, or could have, a relationship with the Club
  • Any family member they have a financial relationship with who has a Club connection
  • Any sponsorship, donation, or in-kind support they personally have provided or are likely to provide
  • Any other interest a reasonable person might consider relevant

Declarations are reviewed by the board and kept on file. They are updated whenever a new conflict arises during the year.

Real-time disclosure

When any matter comes before the board where a director has, or might appear to have, a conflict of interest, that director must:

  1. Disclose the conflict to the rest of the board, in plain language, before the discussion begins.
  2. Recuse themselves from the discussion and the vote. They leave the room (or virtual meeting) while the matter is debated and decided.
  3. Have the recusal recorded in the meeting minutes, naming the conflict.
  4. Not lobby other directors privately about the matter outside the meeting.

If the conflict is minor (e.g. the director's family member happens to be a member of the Club, but the matter is unrelated to that person), the board may decide the conflicted director can remain in the discussion but not vote.

Specific scenarios

Sponsorship from a director's business

Allowed, but the director recuses themselves from any board vote that determines the sponsorship's terms, tier, or recognition. The board must conclude — and minute — that the sponsorship terms are no more favourable than the Club's standard terms for that tier.

Hiring a director's family member as a coach

Discouraged. If unavoidable, the director recuses themselves entirely from the decision. The role must be: (a) genuinely volunteer (per the Club's no-paid-staff policy), or (b) competitively offered if paid. Compensation, if any, must be at fair market value.

Director's business supplies the Club

Allowed only if: (a) the goods or services are at or below market price, (b) at least one comparable quote was obtained from an unrelated supplier, and (c) the director recused themselves from the supplier-selection decision.

Director receives gifts from a sponsor

Token gifts (e.g. a free meal, branded merchandise) under $100 in value are acceptable. Gifts above that threshold must be disclosed to the board and either declined, returned, or — if appropriate — passed to the Club as a donation.

Director-owned company providing software, infrastructure, or technical services to the Club

Allowed only if: (a) the contribution is recorded in writing as either an in-kind donation under licence or a paid contract at fair market value; (b) the Club's ownership of, or licence to, the resulting work is set out clearly in a written agreement; (c) the conflicted director recuses themselves from any board vote concerning that agreement; and (d) the arrangement is publicly disclosed in a governance document accessible to members and regulators.

A current standing example: see the platform-licence standing disclosure below.

Standing disclosures

The Club maintains a public register of standing related-party arrangements. As of the date of this Policy, the following arrangement is on the register:

Standing Disclosure — Mohammed Saad / CCC platform licence

  • Conflicted director: Mohammed Saad (co-founding director and Privacy Officer of the Club).
  • Related-party role: Mohammed Saad personally, as the author and copyright owner of the C3H portal and challengerscc.ca website under Copyright Act §13(1).
  • Nature of the arrangement: Mohammed Saad personally authored and continues to operate the Club's public website (challengerscc.ca) and the C3H members' portal. The Club uses the platform under a limited, non-exclusive, non-transferable, revocable licence at no charge for so long as he continues to serve as a director of the Club and elects to continue providing the platform. He retains the unilateral right to terminate the licence and withdraw the platform on reasonable written notice. The Club has never paid him for software development. How he organizes his own intellectual property internally — including any future arrangement with a corporation he owns — is his private business and is not the subject of this disclosure.
  • Documents on file: the public Software & IP Ownership Acknowledgement; the carve-out in Section 3 of the Volunteer Agreement; Bylaws Article 10; the disclosure in the Privacy Policy. A formal Software Licence Agreement is to be e-signed by the directors via the C3H Pavilion governance module.
  • How the conflict is managed: Mohammed Saad declares the conflict at every board meeting at which the Club's technology arrangements are discussed, and abstains from any vote concerning the platform-licence relationship. The remaining directors review and approve any change to that relationship. The arrangement, in its current form, is on terms strictly favourable to the Club (zero cost to the Club while he serves as a director; member data protected from commercial re-use).
  • Reviewed: annually at the AGM. Updated whenever the underlying agreements change.

Confidentiality

Directors must not use confidential Club information (member lists, sponsor contacts, financial details, strategic plans) for personal gain or to advantage their personal businesses, family, or friends.

Consequences of breach

A breach of this Policy may result in:

  • The board reversing or voiding the affected decision
  • The director being asked to resign, or being removed by member vote at the next AGM
  • The director being required to repay any improper personal benefit received
  • Referral to authorities if criminal conduct is suspected

Reporting concerns

Members or volunteers who suspect a director has an undisclosed conflict, or has acted in their personal interest at the Club's expense, may report confidentially to contact@challengerscc.ca. Good-faith reports will be investigated and the reporter will be protected from retaliation.


Annual Director / Officer Declaration

Each director, officer, captain, and committee member completes this annually. By signing below, I, the named signer, confirm that I have read this Conflict of Interest Policy, I agree to follow it, I have declared any potential conflicts in the field below, and I will disclose any new conflicts that arise during the year.

Loading…

Document version: v1.0 · 30 April 2026 · Pending legal review.