NeSSA Policies

Conflict of Interest Policy
of
Northeast Self Storage Association, Inc.

ARTICLE I
Purpose

The purpose of this conflict of interest policy (this “Policy”) is to protect the interest of Northeast Self Storage Association, Inc., a Massachusetts nonprofit corporation (the “Association”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

ARTICLE II
Definitions

“Financial Interest” means a person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Association has a transaction or arrangement;

(b) A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association 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 III, Section 3.02, a person who has a Financial Interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

“Interested Person” means any director, principal officer, or member of a committee or advisory board with governing board delegated powers, who has a direct or indirect Financial Interest, is an interested person.

ARTICLE III
Procedures

Section 3.01  Duty to Disclose. In connection with an 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Section 3.02  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 or she shall leave the governing 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.

Section 3.03  Procedures for Addressing a Conflict of Interest.

(a) An Interested Person may make a presentation at the governing board or committee meeting, but after the presentation, he or 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 governing 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 governing board or committee shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to the conflict of interest.

(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’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.

Section 3.04  Violation of this Policy.

(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member for the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV
Records of Proceedings

The minutes of the governing board and all committees with board delegated powers 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 governing board’s or committee’s decision as to whether a conflict in fact existed; and (b) the names of the persons who were present for discussion and votes relating to the transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V
Compensation

Section 5.01  A voting member of the governing board who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.

Section 5.02  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.

Section 5.03  No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI
Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement, substantially in the form of Exhibit A attached hereto (the “Annual Statement”), which affirms such person: (a) has received a copy of this Policy; (b) has read and understands this Policy; (c) has agreed to comply with this Policy; (d) and understands, in order for the Association to maintain its federal tax exemption, the Association must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII
Periodic Reviews

To ensure the Association operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) whether partnerships, joint ventures and arrangements with management organizations conform to the Association’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 Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Exhibit A
Annual Statement

ACKNOWLEDGMENT OF RECEIPT AND REVIEW OF CONFLICTS OF INTEREST POLICY

To be signed and returned to Courtney J. Kahler, Executive Director of the Northeast Self Storage Association, Inc., a Massachusetts nonprofit corporation (the “Association”) at cjkahler@nessa.org.

The undersigned, as a director, principal officer, or member of a committee with powers delegated by the governing board of the Association, hereby acknowledges receipt and review of the Association’s Conflict of Interest Policy (the “Policy”) as of the date indicated below.

By signing below, the undersigned affirms that:

• They have received, read, and understood the contents of the Policy;
• They agree to comply with the policies and procedures outlined therein; and
• They understand that this signed acknowledgment will be maintained in the Association’s official records.

The undersigned further understands that if they have any questions, now or in the future, regarding the Policy, they should direct those questions to the governing board of the Association.

IN WITNESS WHEREOF, the undersigned has executed this acknowledgment as of the day and year first written below.

1. ACCEPTABILITY OF EXHIBITS: All exhibits shall serve the interest of the members of NeSSA and shall be operated in a way that will not distract from other exhibits or from the Exhibition as a whole. Exhibit Management determines acceptability of persons, things, conduct and or printed matter and reserves the right to require the immediate withdrawal of any exhibit which is believed to be injurious to the purpose of the Association. In the event of such restriction or eviction NeSSA is not liable for any refund of exhibit fees, or any other exhibit related expense. All exhibits shall be in conformance with the requirements of the Americans with Disabilities Act.

2. APPLICATIONS FOR SPACE: Application for space should be made in writing on the official contract/application form. Telephone applications will be accepted, if you call Courtney Kahler at 617-600-4481.

3. ASSIGNMENT OF SPACE: Annual sponsors are given first pick before registration opens. After that it is first come, first served.

Contract & Full payment must be received with registration.

Assignments will be made based on availability. NeSSA reserves the right to change location assignments at any time, as it may be, in its sole discretion, deemed necessary.

4. FULL PAYMENT MUST BE RECEIVED WITH REGISTRATION: Applications received without full payment will not be assigned a space until payment is received.

5. CANCELLATION: NeSSA must be notified in writing in the event of cancellation or space reduction no later than 30 days before the show. Refunds of booth fees will be made only in the event the Northeast Storage EXPO is able to resell the space, otherwise there is no refund. If the on-site conference program has been printed at the time of cancellation, no refunds will be granted.

6. NON-COMPLIANCE OF RULES AND REGULATIONS: Exhibitors who do not meet stated deadlines, or who do not comply with the rules outlined herein, will forfeit their space and all fees.

7. FAILURE TO OCCUPY SPACE: The Exhibitor will forfeit space not occupied at the close of the exhibit installation period, and this space may be resold, reassigned, or used by Exhibit Management and will not be issued a refund.

8. EXHIBIT FEES: NeSSA Member - $750 early rate; $900 late rate (2nd representative is included for NeSSA members)

Non-members - $1,000 early rate; $1,250 late rate (1 representative is included for non-members)

Additional staff is $199 per member or $249 per nonmember and will not exceed 3 people.

Early and late rate dates will be adjusted appropriately each year with the scheduling of that year's event.

Exhibit fees include: Back wall (8’ high) and siderails (3’ high), fabric drapes, ID sign, (1) skirted table, (2) chairs, (1) wastebasket, cleaning service prior to and following the event, and exhibitor attendee name badges. A final registration list will be sent as an Excel file by e-mail.

9. FLOOR PLAN: All dimensions and locations shown on the official floor plan are believed to be accurate. Exhibit management reserves the right to make such modifications as may be necessary.

10. CANCELLATION OF EXHIBITION SPACE: If NeSSA should be prevented from holding the exhibition by reasons of any cause beyond its control (such as but not limited to acts of God) or, it cannot permit the exhibitor to occupy the space due to causes beyond its control, the NeSSA has the right to cancel the Exhibition with no further liability to the exhibitor other than a refund of space rental, less a proportionate share of Exhibition expenses.

11. RESTRICTIONS OF SPACE: No exhibit shall sublet, assign, or share any part of the space allocated without written consent of NeSSA. Solicitation or demonstrations by exhibitors must be within the bounds of their assigned space. Aisles shall not be used for exhibit purposes, display signs, solicitation, or distribution promotional material. Exhibit signs are prohibited in any public areas or elsewhere on the premises of the meeting facility, guest rooms, or hallways of the hotel. Operation of sound devices is allowed if the exhibitor complies with the Exhibit Management discretion on volume. Any firm or organization not assigned exhibit space is prohibited from conducting business at the Exhibition or in the hotel, unless the organization is an official sponsor of the event and has obtained written permission from NeSSA.

12. CONSTRUCTION OF EXHIBITS: Exhibits shall be constructed and arranged so that they do not obstruct the general view of any other exhibit. No sidewall higher than 3’ may extend more than 50% of the distance from the back wall of the booth toward the aisle. This rule applies to end caps as well. No display material exposing an unfinished surface to neighboring exhibits or aisles will be permitted. Exhibitors wishing to use other than standard booth equipment, signs, or materials that in anyway conflict with regulations must submit two (2) copies of a detailed sketch of the proposed layout at least 45 days prior to the Exhibition and must receive written approval from Exhibition Management.

13. CARE OF FACILITY: Nothing shall be posted on, nailed, screwed, or otherwise attached to columns, walls, floors, or other parts of the building or furniture. Distribution of promotional gummed stickers or labels is strictly prohibited. Anything necessary for the protection of the building, equipment, or furniture will be at the expense of the exhibitor.

14. FIRE REGULATIONS: All fabrics and other material used for decorative purposes must be flameproof. Each exhibitor must have a certificate showing the display materials have been treated by a fireproofing compound and approved by the appropriate city agency. All packing and decorating material must be flameproof. Merchandise must not be packed in paper or straw. Any merchandise packed in flammable material cannot be brought into the show. All electrical equipment must be UL-Approved and must be wired in accordance with the rules of the local board of Fire Underwriters. All empty cartons and/or crates must be removed from the exhibit hall. Local fire regulations related to exhibits will be strictly enforced. Any exhibitor bringing a motorized vehicle into the tradeshow area must notify NeSSA in writing sixty (60) days in advance and is responsible to receive approval from local firm authorities.

15. INSURANCE: All exhibitors must show proof of insurance for $1 million worth of liability insurance. Failure to provide such documentation will mean forfeiture of the exhibit space, with no refunds being provided. Exhibit materials shall be covered from the time they are shipped from the warehouse, through move-in, show dates, move-out, and until all materials have been received at the point of origin. The exhibitor assumes entire responsibility and hereby agrees to protect, defend, indemnity, and save the hotel, its owners and operators, subsidiaries, affiliates, employees, officers, directors, and agents harmless against all claims, losses, or damages to persons or property, governmental charges or fines and attorney’s fees arising out of or caused by its installation, removal, maintenance, occupancy, or use of the exhibition premises or a part thereof, excluding any such liability caused by the sole gross negligence of the hotel and its employees and agents. The Exhibitor shall obtain and keep in force during the term of the installation and use of the premises, policies, and Comprehensive General Liability insurance and contractual Liability Insurance in the amount of a least $1 million Combined Single Limit for personal injury and property damage. In addition, the Exhibitor acknowledges that neither NeSSA, the hotel, its owners and operators, maintain insurance covering exhibitor’s property and that it is the sole responsibility of the Exhibitor to obtain business interruption and property damage insurance insuring any losses by the Exhibitor. The Exhibitor assumes the responsibility for any and all loss, theft, damage, and claims arising out of injury or damage to the exhibitor’s display, equipment, and other property while on the premises, and shall indemnity and hold harmless the official exhibit decorator, NeSSA, and the hotel and its affiliate arising from such loss, theft, or damage.

Certificate holder: NE Storage Expo, 17047 Goldcrest Loop, Clermont, FL 34714.

Description: Tradeshow at (event location) (Month, Dates, Year). NeSSA and (event location) is additional insured.

16. SHIPPING: Both equipment and materials are only to be shipped to the Official Decorator, and not to NeSSA or the hotel. NeSSA and the hotel are not responsible for lost or missing shipments.

17. SECURITY: Exhibit Management provides peripheral security guard service. It is the responsibility of each exhibitor to protect display materials from loss or damage. Small display and personal items must be secured before leaving the display. NeSSA and the hotel are not liable for the theft or damage to exhibit materials.

18. UNIONS AND CONTRACTS: Exhibitors agree to abide by the Rules and Regulations concerning local unions having agreements with the Exposition facility or with authorized service contractors employed by Exhibit Management. Only the Official Contractors designed by the Exhibit Management will be permitted in exhibit areas unless authorized by Exhibit Management.

19. COMPLIANCE: The exhibitor agrees to abide by and comply with the Rules and Regs including any amendments Exhibit Management may make. Exhibitor further assumes all responsibility for compliance with all laws, ordinance, regulations and codes of duly authorized local, state and federal governing bodies concerning fire, safety, and health as well as the rules and regulations of the operators of and/or owners of the property where the exhibit is held.