Conflict of Interest Policy:

(As stated in the Board Handbook page 5 and from Dance Parade, Inc’s Bylaws Article III, Section 12)

Any potential conflict of interest which could result in a direct or indirect financial or personal benefit to a director, officer or staff member must be disclosed in good faith or known to the Board of Directors or committee authorizing a contract or other transaction. The interested individual may participate in the information-gathering stage of the Board of Directors’, or committee’s, discussion but will retire from the room in which the Board of Directors or a committee thereof is meeting and will not participate in the final deliberation or decision regarding such contract or other transaction. Such interested individual may not vote on such contract or other transaction.

Common or interested directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which authorizes such contracts.

The minutes of the meeting of the Board of Directors or committee thereof will reflect (a) that the conflict of interest was disclosed, (b) that the interested director, officer or staff member was not present during the final discussion or vote of the Board of Directors or committee thereof and (c) that the interested individual abstained from voting.

All questions as to whether a conflict of interest exists will be resolved by a vote of the Board of Directors in which the interested individual may not vote.

A conflict of interest disclosure statement will be furnished annually to the Board by each director, officer and staff member. The disclosure statements will be reviewed annually by the Board of Directors or by a committee thereof. In addition, each director, officer and staff member must report promptly to the Corporation any potential conflict of interest as and when it arises.

In determining whether to approve such contract or transaction, disinterested directors will take into account the restrictions excess benefit transactions under Section 4958 of the Internal Revenue Code of 1986, as amended.

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