12. Directors and officers must avoid placing themselves in a situation of conflict between their personal interest, including that of their immediate family members, and the duties of their office.
“Situation of conflict of interest” means any situation where a director or an officer has a personal interest such that it prevails or may prevail over the interest of the bureau. The interest may be of a pecuniary or moral nature. It is not necessary for directors or officers to actually take advantage of their office to serve their interests or to impair the interests of the office; the possibility of that occurring is sufficient.
Directors and officers must disclose to the board of directors any direct or indirect interest that they have in a body, enterprise or association likely to place them in a situation of conflict of interest, as well as any rights that they may assert against the body, enterprise or association, and indicate, where applicable, the nature and value.
The disclosure must be recorded in the minutes of the meeting of the board.
A director or an officer who is in a situation of conflict of interest concerning a matter submitted to the board of directors for deliberation must withdraw from the meeting for the time required by the board of directors to deliberate and vote on the matter.