CELEBRATION SAINT LOUIS

CONFLICT OF INTEREST POLICY

ARTICLE I

PURPOSE

The purpose of this Conflict of Interest Policy (“Policy”) is to protect the interests of the CELEBRATE SAINT LOUIS (a charitable corporation organized and existing under the laws of the State of Missouri and

exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code) (“Foundation”) when it is

contemplating entering into a transaction or arrangement that might benefit the private interest of an officer,

director, employee or volunteer of the Foundation or might result in a possible excess benefit transaction. It

is in the best interest of the Foundation to be aware of and properly manage all conflicts of interest and

appearances of a conflict of interest. This Policy is designed to help directors, officers, employees and

volunteers of the Foundation identify situations that present potential conflicts of interest and to provide the

Foundation with a procedure to appropriately manage conflicts in accordance with legal requirements and

the goals of accountability and transparency in the Foundation’s operations. This Policy is intended to

supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable

to nonprofit and charitable organizations. This Policy is intended to supersede any and all Conflict of

Interest Policies heretofore adopted by the Foundation.

ARTICLE II

DEFINITIONS

1. An "Interested Person" is any person serving as (i) a member of the Foundation’s Board of

Directors (“Board”), (ii) an officer, (iii) an employee (iv) a volunteer of the Foundation or (v)

anyone else who is in a position of control over the Foundation or the Foundation’s business who

has a direct or indirect Financial Interest as defined below.

2. A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a

brother or sister, of an Interested Person.

3. An Interested Person has a "Financial Interest" if he/she has, directly or indirectly, through

business, investment or family:

(a) An ownership or investment interest in any entity with which the Foundation has a

transaction or arrangement;

(b) A compensation arrangement with the Foundation or with any entity or individual with

which the Foundation has a transaction or arrangement; or

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entity or individual with which the Foundation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not

insubstantial.

A Financial Interest is not necessarily a conflict of interest. Under Article II, a person who has a

Financial Interest may have a conflict of interest only if the Foundation’s Board of Directors (or a

Committee of the Board of Directors to which a matter involving a conflict of interest is delegated

(the “Committee”)) determines that a conflict of interest exists.

4. A "Transaction" or “Arrangement” is any agreement or relationship involving the sale or

purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any

other type of financial relationship, or the exercise of control over another organization. The making

of a gift to the Foundation is not a Transaction or Arrangement.

ARTICLE III

PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person must disclose the

existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board or

Committee considering the proposed Transaction or Arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the Financial Interest and all material facts, and after any discussion with the

Interested Person, he/she shall leave the Board or Committee meeting while the determination of a conflict of

interest is discussed and voted upon. The remaining Board or Committee members shall decide if a conflict

of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An Interested Person may make a presentation at the Board or Committee meeting, but after

the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the

Transaction or Arrangement involving the possible conflict of interest.

b. The chairperson of the Board or Committee shall, if appropriate, appoint a disinterested

person or committee to investigate alternatives to the proposed Transaction or Arrangement.

c. After exercising due diligence, the Board or Committee shall determine whether the

Foundation can obtain with reasonable efforts a more advantageous Transaction or Arrangement

from a person or entity that would not give rise to a conflict of interest.

If a more advantageous Transaction or Arrangement is not reasonably possible under circumstances not

producing a conflict of interest, the Board or Committee shall determine by a majority vote of the

disinterested members whether the Transaction or Arrangement is in the Foundation’s best interest, for its

own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make

its decision as to whether to enter into the Transaction or Arrangement.

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4. Violations of the Conflicts of Interest Policy

a. If the Board or Committee has reasonable cause to believe a person has failed to disclose

actual or possible conflicts of interest, it shall inform the person of the basis for such belief and

afford the person an opportunity to explain the alleged failure to disclose.

b. If, after hearing the person’s response and after making further investigation as warranted by

the circumstances, the Board or Committee determines the person has failed to disclose an actual or

possible conflict of interest, it shall take appropriate disciplinary and/or corrective action.

ARTICLE IV

RECORD OF PROCEEDINGS

The minutes of the Board and Committee shall contain:

a. The names of the persons who disclosed or otherwise were found to have a Financial Interest

in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any

action taken to determine whether a conflict of interest was present, and the Board’s or Committee’s

decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the

Transaction or Arrangement, the content of the discussion, including any alternatives to the proposed

Transaction or Arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V

COMPENSATION

a. A member of the Board or Committee who receives compensation, or whose Family

Member receives compensation, directly or indirectly, from the Foundation for services is precluded

from voting on matters pertaining to that member’s or Family Member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and

who receives, or whose Family Member receives compensation, directly or indirectly, from the

Foundation for services is precluded from voting on matters pertaining to that member’s or Family

Member’s compensation.

c. No voting member of the Board or any committee whose jurisdiction includes compensation

matters and who receives compensation, directly or indirectly, from the Foundation, either

individually or collectively, is prohibited from providing information to any committee regarding

compensation.

ARTICLE VI

ANNUAL STATEMENTS

Each Interested Person shall annually sign a statement which affirms that such person:

a. Has received a copy of the Policy;

b. Has read and understands the Policy;

c. Has agreed to comply with the Policy; and

d. Understands the Foundation is charitable and in order to maintain its federal tax exemption it

must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

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ARTICLE VII

PERIODIC REVIEW

To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in

activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic

reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent

survey or other information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations

conform to the Foundation’s written policies, are properly recorded, reflect reasonable investment or

payments for goods and services, further charitable purposes and do not result in inurement,

impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Foundation may, but need not, use

outside advisors. If outside experts are used, their use shall not relieve the Board for ensuring periodic

reviews are conducted.

ARTICLE IX

CONFIDENTIALITY

Each Interested Person shall exercise care not to disclose confidential information acquired in connection

with disclosures of conflicts of interest or potential conflicts which might be adverse to the interests of the

Foundation. Furthermore, Interested Persons shall not disclose or use information relating to the business of

the Foundation for their personal profit or advantage or the personal profit or advantage of their Family

Member(s).

This Conflicts of Interest Policy of the Fair St. Louis Foundation was approved by the Foundation’s Board of

Directors at its Annual Meeting held February 20, 2013.es may publish photographs,

video or other images or recordings of the Parade and the parade participants to be used

in connection with the broadcast and promotion of the Parade and for purposes of

promotion and advertising of any sponsors of the Parade. The undersigned hereby grants

to Releasees and to the sponsors of the Parade the right to use all such photographs,images, and video and audio recordings in the above broadcast, promotional and advertising materials and may be exhibited and re-exhibited without limitation or liability.

THE UNDERSIGNED expressly acknowledges and agrees that the activities of the Parade

(including, but not limited to, all preparation therefor, the Parade itself, all incidental activities

including pre-parade and post-parade activities, and the return of Parade materials to storage

locations), or any other activity of Celebrate Saint Louis associated with the Parade may

be dangerous and involve the risk of serious injury and/or death and/or property damage. The

undersigned further expressly agrees that the foregoing release, wavier, and indemnity

agreement is intended to be as broad and inclusive as is permitted by the laws of the State of

Missouri, and that if any portion of this agreement is held invalid, then the balance shall,

notwithstanding, continue in full legal force and effect.

THE UNDERSIGNED HAS READ AND VOLUNTARILY SIGNS THIS PARTICIPATION

AGREEMENT AND RELEASE AND WAIVER OF LIABILITY, and further agrees that no oral

representations, statements, or inducements apart from the foregoing written agreement have been

Made.