Common use of Governance Covenants Clause in Contracts

Governance Covenants. The Association covenants and agrees that: (a) it will conduct itself at all times in accordance with its constitution and by-laws and the requirements of the Societies Act; (b) as it pertains to activities carried out under this Agreement, the Association will adopt and adhere to appropriate good governance policies; (c) to prevent a conflict of interest, the Association shall request any board member who is an elected City or Park Board official, or who has formally indicated a decision to run for election to the City Council or Park Board, to take a leave from or resign from the Board pending the outcome of the election. If the board member refuses to do so, the Association agrees that it shall call a meeting of the Association’s voting members to consider whether or not such board member should be removed from the board by special resolution in accordance with the Associations bylaws; and (d) it will comply with its policy obligations under Section 6.1. The Park Board acknowledges and agrees that the Association is a society incorporated under the Societies Act and is bound by the terms of the Societies Act and, notwithstanding any terms of this Agreement, the Park Board will not require the Association to act in any way or commit any act, including the spending of money, that will result in the Association being in breach of the Societies Act. The Park Board further acknowledges and agrees that the Association may now, or at some time in the future, hold charitable status under the Income Tax Act. Notwithstanding any terms of this Agreement, the Park Board will not require the Association to act in any way or commit any act, including the spending of money, which will result in the Association being in breach of its obligations as a charitable organization under the Income Tax Act. If, at any time, it is determined that a section or requirement of this Agreement will result in a breach of the Societies Act or the Income Tax Act, including as a result of a future amendment or revision to the Societies Act or Income Tax Act, the parties will agree on an alternative course of action that is in compliance with the Act and meets the intent of the applicable section or requirement of this Agreement. If the parties cannot agree whether a section or requirement of this Agreement will result in a breach of the Societies Act or on an alternative course of action, then the matter shall be referred to dispute resolution in accordance with Section 18.1, and then to arbitration pursuant to Section 18.2 if still unresolved. If the dispute is referred to arbitration, then the parties shall select an arbitrator who has experience with the Societies Act to determine if the section or requirement of this Agreement in question is a breach of the Societies Act.

Governance Covenants. The Association covenants and agrees that: (a) it will conduct itself at all times in accordance with its constitution and by-laws and the requirements of the Societies Act; (b) as it pertains to activities carried out under this Agreement, the Association will adopt and adhere to appropriate good governance policies; (c) to prevent a conflict of interest, the Association shall request any board member who is an elected City or Park Board official, or who has formally indicated a decision to run for election to the City Council or Park Board, to take a leave from or resign from the Board pending the outcome of the election. If the board member refuses to do so, the Association agrees that it shall call a meeting of the Association’s voting members to consider whether or not such board member should be removed from the board by special resolution in accordance with the Associations bylaws; and (d) it will comply with its policy obligations under Section 6.1. The Park Board acknowledges and agrees that the Association is a society incorporated under the Societies Act and is bound by the terms of the Societies Act and, notwithstanding any terms of this Agreement, the Park Board will not require the Association to act in any way or commit any act, including the spending of money, that will result in the Association being in breach of the Societies Act. The Park Board further acknowledges and agrees that the Association may now, or at some time in the future, hold charitable status under be a registered charity as defined by the Income Tax Act. Notwithstanding any terms of this Agreement, the Park Board will not require the Association to act in any way or commit any act, including the spending of money, which will result in the Association being in breach of its obligations as a charitable organization registered charity under the Income Tax Act. If, at any time, it is determined that a section or requirement of this Agreement will result in a breach of the Societies Act or the Income Tax Act, including as a result of a future amendment or revision to the Societies Act or Income Tax Act, the parties will agree on an alternative course of action that is in compliance with the Act and meets the intent of the applicable section or requirement of this Agreement. If the parties cannot agree whether a section or requirement of this Agreement will result in a breach of the Societies Act or on an alternative course of action, then the matter shall be referred to dispute resolution in accordance with Section 18.1, and then to arbitration pursuant to Section 18.2 if still unresolved. If the dispute is referred to arbitration, then the parties shall select an arbitrator who has experience with the Societies Act and/or the Income Tax Act to determine if the section or requirement of this Agreement in question is a breach of the Societies Act and/or the Income Tax Act.