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School Act

[RSBC 1996] CHAPTER 412

Part 5 — Conflict of Interest

Definitions

55  (1) In this Part:

"child" includes a person whom the trustee has demonstrated a settled intention to treat as a member of his or her family;

"controlling interest" means

(a) an interest that a trustee must disclose under section 5 (1) of the Financial Disclosure Act, or

(b) an interest in shares in a corporation carrying more than 10% of the votes for the election of the directors of the corporation, other than an interest by way of security only;

"court" means the Supreme Court;

"meeting" includes a meeting of a committee of trustees;

"parent" includes a person whom the trustee has demonstrated a settled intention to treat as a member of his or her family;

"pecuniary interest" means, with respect to a trustee, an interest in a matter that could monetarily affect the trustee and includes an indirect pecuniary interest referred to in section 56;

"senior officer" means a senior officer as defined in the Business Corporations Act;

"spouse", subject to subsection (2), means a person who

(a) is married to a trustee, or

(b) is living with a trustee in a marriage-like relationship, and has lived as such for a continuous period of at least 2 years.

Indirect pecuniary interest

56  For the purposes of this Part, a trustee has an indirect pecuniary interest in any matter in which the board is concerned if

(a) the trustee or the trustee's nominee

(i) is a shareholder in or a director or senior officer of a corporation that does not offer its securities to the public, or

(ii) has a controlling interest in or is a director or senior officer of a corporation that offers its securities to the public,

and the corporation has a pecuniary interest in the matter, or

(b) the trustee is a partner of a person, is a member of a firm or is in the employment of a person or firm that has a pecuniary interest in the matter.

(2) A person is not a spouse for the purposes of this Part if

(a) the person is separated and living apart from the trustee, and

(b) the person and the trustee

(i) have entered into a written agreement under which they have agreed to live apart, or

(ii) are subject to an order of the court recognizing the separation.

Deemed pecuniary interest

57  For the purposes of this Part, the pecuniary interest of a spouse or of a parent or child of the trustee is, if known to the trustee, deemed to be also the pecuniary interest of the trustee.

Duty of trustee

58  (1) If a trustee has any pecuniary interest in any matter and is present at a meeting of the board at which the matter is considered, the trustee

(a) must at the meeting disclose his or her pecuniary interest and the general nature of the pecuniary interest,

(b) must not take part in the discussion of or vote on any question in respect of the matter, and

(c) must not attempt in any way, whether before, during or after the meeting, to influence the voting on any question in respect of the matter.

(2) If the meeting referred to in subsection (1) is not open to the public, in addition to complying with the requirements of that subsection the trustee must immediately leave the meeting or the part of the meeting during which the matter is under consideration.

(3) If the pecuniary interest of a trustee is not disclosed as required by subsection (1) by reason of the trustee's absence from the meeting, the trustee must disclose the pecuniary interest and otherwise comply with the requirements of that subsection at the first meeting of the board attended by the trustee after the meeting referred to in that subsection.

Exceptions

59  Section 58 does not apply to a pecuniary interest in any matter that a trustee may have

(a) by reason of the trustee having a pecuniary interest in the matter which is a pecuniary interest in common with electors generally,

(b) by reason of the trustee being entitled to receive any indemnity, expenses or remuneration payable to one or more trustees in respect of the matter,

(c) by reason only that the trustee is a member of an association incorporated under the Cooperative Association Act or a credit union having dealings or contracts in respect of the matter with the board of the school district of which he or she is a trustee, or

(d) by reason only of a pecuniary interest of the trustee that is so remote or insignificant in its nature that it cannot reasonably be regarded as likely to influence the trustee.

Record of disclosure

60  (1) If a meeting is open to the public, every disclosure of pecuniary interest and the general nature of it made under section 58 must be recorded in the minutes of the meeting.

(2) If a meeting is not open to the public, the fact that a disclosure of pecuniary interest was made under section 58, but not the general nature of that interest, must be recorded in the minutes of the next meeting that is open to the public.

Remedy for lack of quorum

61  (1) When the number of trustees who, because of this Part, are disqualified from participating in a meeting is such that at that meeting the remaining trustees are not of sufficient number to constitute a quorum, the board may apply to the court without notice to any person for an order authorizing the board to give consideration to, discuss and vote on the matter out of which the pecuniary interest arises.

(2) The court, on application under subsection (1) and after giving any direction as to service considered appropriate, may declare that section 58 does not apply to the board in respect of the matter in relation to which the application is brought, and the board may then give consideration to, discuss and vote on the matter in the same manner as though none of the trustees had any pecuniary interest in the matter, subject only to the conditions and directions that the judge may consider appropriate and so order.

Application to court

62  (1) Subject to subsection (3) an elector may, within 6 weeks after the fact comes to the elector's knowledge that a trustee may have contravened section 58, apply to the court for a determination of the question of whether the trustee has contravened section 58.

(2) The elector in the application must state the grounds for alleging a contravention of section 58 by the trustee.

(3) No application may be brought under subsection (1) after the expiration of 4 years from the time at which the contravention is alleged to have occurred.

Remedy

63  (1) Subject to subsection (2), if the court determines that a person, while holding the office of trustee, has knowingly contravened section 58, the court

(a) must, in the case of a person currently holding office as a trustee, declare the office of the trustee vacant, and

(b) may, if the contravention has resulted in financial gain, require the person to make restitution to the party suffering the loss or, if that party is not readily ascertainable, to the board of which the person is a trustee or former trustee.

(2) If the court determines that a person who is currently holding an office of trustee contravened section 58 and finds that the contravention was committed through inadvertence or because of an error in judgment made in good faith, the person is not subject to having his or her office declared vacant under subsection (1).

(3) An office declared vacant under subsection (1) must remain vacant if the decision is appealed, and no election to fill the office may be held until the final determination of the matter or until the next general school election, whichever is earlier.

Proceedings voidable

64  (1) The failure of any person to comply with the requirements of section 58 does not of itself invalidate any proceedings of the board, but the proceedings are voidable at the instance of the board before the expiration of 2 years from the date of the passing of the resolution or bylaw in respect of which the failure occurred.

(2) Subsection (1) applies unless to invalidate the proceedings would adversely affect the rights of another person who acquired those rights under or as a result of the proceedings and who acted in good faith and without actual notice of the failure to comply with section 58.

Contents | Part 1 | Part 2 | Part 3 | Part 4 | Part 5 | Part 6 | Part 6.1 | Part 7 | Part 8 | Part 8.1 | Part 9 | Schedule