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Policies and Procedures

Handbook

November 2017

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TABLE OF CONTENTS

I Preface 3

II Governing Policies and Procedures 4

• Mission Statement 4

• Bylaws 4

• Executive Committee Duties and Responsibilities 10

• ASA Executive Committee and Association Governance Document 11

• Is it an ASA Issue? 13

III Employee Policies 14

• Employment 14

• Employee Benefits 14

• Confidentiality 15

• Whistleblowers Policy 15

• Conflict of Interest and Annual Statement 16

• Records Retention and Destruction 20

IV Financial Policies and Procedures 21

• Annual authorization of signers 21

• Cash Receipts 21

• Accounts Receivable/Billing 21

• Disbursement of Cash/Accounts Payable 21

• Chart of Accounts w/Narrative 22-23

• Budget 24

• Financial Reporting – Internal 24

• Financial Reporting – External 24

• Financial Statement Review/Audit 24

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I PREFACE

This handbook was created to develop policies and procedures to ensure the effective and efficient management of the American Salvage Association (ASA) programs and organization Written policies and procedures are essential to the effective and efficient operations of ASA programs and organization. Clear communication is essential in creating good internal controls and outlining the expectations of all individuals involved in the ASA. The ASA policies and procedures is a reference document for the ASA staff, Executive Committee Members and the ASA General Members.

II GOVERNING POLICIES AND PROCEDURES

Mission Statement The mission of the ASA is to be a unifying association of the commercial marine salvage industry, serving as the definitive spokesman for this industry in Washington, D.C. and elsewhere in North, Central and South America as well as in the Caribbean Sea.

Bylaws

AMERICAN SALVAGE

ASSOCIATION BYLAWS

(Amended November 2017) NAME AND OFFICE The name of the Association is: American Salvage Association, (hereinafter referred to as ASA). The office of the ASA shall be located in the vicinity of Washington, D.C. MISSION & OBJECTIVES The mission of the ASA is to be a unifying association of the commercial marine salvage industry, serving as the definitive spokesman for this industry in Washington, D.C. and elsewhere in North, Central, and South America as well as in the Caribbean Sea. The objectives of the ASA are:

• To create and foster a good working relationship and spirit of mutual co-operation between its General and Associate Members.

• To unite Marine Salvors operating in North, Central and South America as well as in the Caribbean Sea and their respective territories and possessions in order to consider and, when desirable, take joint action on any matters affecting the Marine Salvage industry.

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• To work towards the improvement and, where applicable, the standardization of Contracts and other documentation relevant to the Marine Salvage industry.

• To communicate to its Members instances of practices that are considered to be unfair or objectionable which come to the attention of the ASA.

• To co-operate with other Associations working in the interests of the Marine Salvage industry.

• To take such actions as from time to time appear desirable and are considered appropriate and in the best interests of the Marine Salvage industry.

• To give active support to its General Members in relation to legal or commercial disputes where such support is recommended by the Executive Committee and approved by the Membership in accordance with these Rules.

GENERAL MEMBERSHIP

1. General Membership of the ASA shall consist of Companies actively involved in the business of Marine Salvage, with a proven track record of successful performance, whose salvage activities are primarily related to commercial vessels, as opposed to recreational vessels and yachts. The Executive Committee shall determine the appropriate classification for all members (General or Associate).

2. An application for General Membership in the ASA must be addressed to the Executive Committee of the ASA. The application shall be made in writing and must be accompanied by written confirmation of support for such membership from at least two existing General Members of the ASA.

3. Provided such application for General Membership is approved by the Executive Committee, the General Membership of the ASA is to be informed of the application by the President at least three months prior to a General Meeting.

4. The application will then be put to a vote at the next General Meeting and General Membership will not be granted unless at least two-thirds of the General Members present are in favor of such membership.

5. If the applicant is approved as a General Member of the ASA, its membership will commence immediately following the General Meeting.

6. If deemed appropriate, in lieu of waiting for the next General Meeting, the Executive Committee may elect to implement an alternative method (i.e., e-mail) for the General Membership to vote on a potential new General Member. If an alternative voting method is utilized, the required vote to gain acceptance as a new General Member shall be two-thirds of ALL General Members.

ASSOCIATE MEMBERSHIP

1. Associate Membership of the ASA shall consist of persons, companies, or organizations that do not actively engage in commercial salvage and wreck removal as a general or prime contractor, but support commercial salvage and wreck removal efforts in North, Central and South America as well as in the Caribbean Sea. Associate Membership is comprised of two classifications – Corporate Associate and Individual Associate.

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The Executive Committee shall determine the appropriate classification for all members (General, Corporate Associate or Individual Associate).

2. An application for Associate Membership in the ASA must be addressed to the Executive Committee of the ASA. The application shall be made in writing.

3. Provided such application for Associate Membership meets the requisite criteria, the application will be put to a vote at the next Executive Committee Meeting or via teleconference or e-mail. Associate Membership will be granted with the approval of two-thirds of the Executive Committee.

4. If the applicant is approved as an Associate Member of the ASA, his membership will commence immediately.

5. An Associate Member's goals must be consistent with the goals and intent of the ASA.

6. The use of the ASA General Member logo is reserved exclusively for General Member companies, and Associate Members cannot directly or indirectly imply to any regulatory authority, government, business, or other entity that they represent or are acting on behalf of the ASA.

7. An Associate Member shall be entitled to attend all General Meetings. The Executive Committee may choose to have certain Associate Members attend Executive Committee meetings when the Executive Committee believes that the Associate Member's presence would be beneficial to the meeting. Generally, Associate Members other than the Associate Membership representative will not be allowed to attend Executive Committee meetings.

Code of Conduct

1. All Members should at all times conduct themselves in their relations with other Members, or any other persons or companies, in a manner compatible with this code of conduct. In particular, all Members should endeavor to conduct their affairs so as to maintain the ethical business standard contained in this code of conduct.

2. No Member of the ASA should agree to pay any commission or other consideration, or any percentage of salvage remuneration, to the owner of the property being salved or to the servants or agents of the owner or to any other person if he has reason to believe that such person may pay the whole or any part of such sum to the owner of the property or his servants or agents.

3. No Member of the ASA should knowingly attempt to usurp, dispossess or otherwise interfere with a contract freely negotiated and entered into by another Member, always subject to the provisions of the International Convention on Salvage, 1989, Art 8.1 (d). Any offer of additional services should be directed simultaneously to the contracted General Member and the property at risk.

4. If an ASA General Member with a contract requires assistance, he should give another ASA Member with suitable equipment/expertise readily available the opportunity to tender.

5. It is recommended that, where appropriate, Members use ASA approved Standard Forms of Contracts, Agreements, Guarantees and other Documents.

6. When tendering for major wreck removal operations Members should endeavor to ensure proper

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tendering procedures, i.e. tenders by sealed envelopes to be opened at a fixed time with no further tenders being permitted, and Members should not accept or participate in any other form of practice.

GENERAL MEETING

1. General Meetings of the ASA shall be held at least once each year at such times as the Executive Committee shall decide and at such places as shall be agreed by a majority of the General Members at the previous General Meetings.

2. The President shall send each Member a Notice of each Meeting at least eight weeks before the date of the Meeting, and two weeks before the date of the Meeting the President shall send each Member a complete Agenda for the Meeting.

3. Any General Member who wishes to raise any special matter(s) at the General Meeting shall have written notice of such matter(s) delivered to the President at least four weeks before that General Meeting.

4. At the General Meeting the following are amongst the matters to be dealt with:

• Report of the Executive Committee

• Financial Statement and Auditor's Report

• Appointment of Auditors

• Place of Next Meeting

• Any Other Business VOTING AND REPRESENTATION

1. Each General Member, regardless of the number of representatives, has one vote. Associate Members have no vote.

2. When a General Member is unable to attend a meeting in person, it shall be able to cast its vote by proxy, if it chooses to do so.

3. Where a majority of two thirds is required and two thirds of the General Members present is not a round figure, the minimum number of votes to decide an issue will be the number nearest to two thirds.

4. Members present at a General Meeting will not have the power to make a decision unless at least fifty per cent of the total General Membership is present at the Meeting, either in person or by proxy.

5. General Members will be represented at a General Meeting by a responsible Officer or Employee of the General Member, or a designated proxy, who has authority to speak for and bind the General Member.

RESIGNATION A Member who wishes to resign from Membership in the ASA shall give written notice of such intention to the President. Such notice must be received by the President at least three months before the end of the year, in which event the Membership will expire on December 31st of that year.

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ASSOCIATION YEAR The Association year shall be a Calendar year, commencing on January 1st. CONTRIBUTION Each Member's initiation fee and pro rata dues contribution shall be due and payable upon joining the ASA, and thereafter annual dues contribution shall be due in advance on January 1st of each year. CALLS Should it be found at the end of the Calendar Year that the contribution fixed for that year was not sufficient to cover the expenses of the ASA then the Executive Committee is authorized to fix an additional call upon Members to cover such deficiency. DEFAULT IN PAYMENT Any Member that fails to pay initiation fee, dues contribution, additional call or any other amount, whether on account or on final adjustment, within two calendar months after the date such amount is due shall be deemed to have ceased to be a Member of ASA from the due date of such payment. The Member will, nevertheless, remain liable for such amounts and for any further sums arising during the said two month period which may become due from him. PRESIDENT

1. A President will be elected at a General Meeting by a majority of two thirds of the General Members present.

2. The President's term of office will be for a period of two years and will commence on the day following the termination of the General Meeting at which he is elected. Upon completion of his term, he will be eligible for re-election as President or for election as Vice President, Secretary/Treasurer, or as a member of the Executive Committee.

3. The person proposed as President will preferably be chosen from within the Membership of the Executive Committee.

VICE PRESIDENT

1. A Vice President will be elected at a General Meeting by a majority of two thirds of the General Members present.

2. The term of office of the Vice President will be for a period of two years, and will commence on the day following the termination of the General Meeting at which he is elected. Upon completion of his term, he will be eligible for re-election as Vice President or election as President, Secretary/Treasurer, or as a member of the Executive Committee.

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3. The Vice President will preferably be elected to succeed the President on the expiry of the President's term of office.

4. The person nominated as Vice President will preferably be chosen from within the Membership of the Executive Committee.

SECRETARY/TREASURER

1. A Secretary/Treasurer will be elected at the General Meeting by a majority of two-thirds of the General Members present.

2. The term of office of the Secretary/Treasurer will be for a period of two years, and will commence on the day following the termination of the General Meeting at which he is elected. Upon completion of his term, he will be eligible for re-election as Secretary/Treasurer, or election as President, Vice President, or as a member of the Executive Committee.

3. The person nominated as Secretary/Treasurer will preferably be chosen from within the Membership of the Executive Committee.

EXECUTIVE COMMITTEE

1. The ASA shall be managed by an Executive Committee composed of the President, Vice President, Secretary/Treasurer, Director, immediate Past President, and three representatives from the General Membership elected at a General Meeting by a majority of the General Members present, plus one Associate Membership representative elected at a General Meeting by a majority of Associate Members present. The Director shall vote only to break a tie.

2. The Committee shall have full power to act in accordance with these Rules in all matters concerning the ASA and its decisions shall be communicated to all General Members of the ASA.

3. The Members of the Executive Committee shall hold office for a period of two years from the day following the General Meeting at which they are elected until the conclusion of the General Meeting two years later. They will be eligible for re-election.

4. Any General Member Company may propose one of its employees or representatives to serve on the Executive Committee; such proposal may be by letter to the President or may be raised at a General Meeting.

5. The Executive Committee shall have the power to co-opt person(s) to attend any of its meetings, but such person(s) shall not be eligible to vote on matters at such meetings.

6. The Executive Committee will also deal with the appointment of the Director, Legal Adviser, Public Relations Adviser, and any other Advisers to the ASA, who may be requested to attend meetings.

MEETING OF THE EXECUTIVE COMMITTEE

1. The Executive Committee will meet at such time and place as its members think fit.

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2. The President, at his discretion, may convene a meeting of the Executive Committee on the written request of at least two Members of the Executive Committee.

3. The quorum for a meeting of the Executive Committee shall be fifty per cent of the members of the Committee, either in person or by proxy, inclusive of the President, Vice President and Secretary/Treasurer.

GRIEVANCE, SUSPENSION AND EXPULSION

1. Any Member may report a substantial grievance against any other Member to the Executive Committee.

2. In the case of a conflict between the Members, the President, at his discretion, may request the parties to meet with him or the Executive Committee. The Parties must comply with such a request. If the Member fails to comply with such a request his Membership will be suspended.

3. The Executive Committee shall have power to decide:

a. By a majority of the total number present, on any matter, in any way it deems fit, short of suspension or expulsion of a Member.

b. By a majority of at least two thirds of those members present, to suspend a Member.

c. By unanimous agreement, save that of any Member who is the subject of the complaint, to immediately suspend a Member and to recommend expulsion of the Member to a General Meeting.

4. The decisions of the Executive Committee shall be immediately communicated in writing to all General Members.

5. The General Membership at a General Meeting, having at the option of the parties in dispute heard their arguments, will have the power to expel a Member by a majority vote of two thirds of the Members present. The voting shall be by ballot.

6. The Members involved in the disputes shall not take part in the voting, either in the Executive Committee or in the General Meeting.

ALTERATIONS AND AMENDMENTS

Any alteration or amendment to these Rules or Resolutions of the ASA, or the introduction of new Resolutions shall be decided by a majority of two thirds of the General Members present at a General Meeting.

ASA Executive Committee Duties and Responsibilities

• Appointment, support and monitoring of executive staff

• Assign duties and tasks to the executive staff as it deems appropriate

• Clarify the mission of the organization

• Approve long term plans

• Oversee operations o Ensure financial stability o Oversees the administration and monitoring of grants

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o Conduct regular meetings Fiduciary Responsibilities:

• Review/Audit-Review of financial records annually by an Independent Accountant

• Create a budget, approval and ongoing monitoring

• Review of financial statements on a regular basis (monthly, quarterly)

• Create of a system which is conducive to sound day-to day financial management of the organization, including good internal controls.

• Oversee requirements of federal grants programs are met and completed.

AMERICAN SALVAGE ASSOCIATION

Executive Committee and Association Governance

Revised 2010

The bylaws of the Association require the establishment of an Executive Committee as part of the governance

structure of the organization.

There are five distinct bodies within the Association:

(1) the Leadership (President, Vice President, Secretary/Treasurer, and Immediate Past President); (2) the

Executive Staff (The Director and other approved full and part time staff, inclusive of subcontracted staff); (3)the

Executive Committee; (4) the General Membership; and (5) the Associate Membership. The role and function of

each are as follows:

General Membership and Associate Membership – Both memberships participate in the general meetings. They

provide insight and opinions to the association on key issues, and can request information and Association

assistance. General members and Associate members have numerous rights that they can exercise in accordance

with the bylaws. Additionally, they are encouraged to participate on the Association’s various committees and

external training evolutions. Every two (2) years, the General Membership elects the President, Vice President and

Secretary/Treasurer and elects the three (3) General member representatives of the Executive Committee. The

General Membership also votes on the acceptance of new General members as well as all other matters brought

before the Association for a vote by members as described in the bylaws. Every two (2) years, on the same cycle as

the other elections, the Associate Membership elects one Associate member representative to serve on the

Executive Committee

Executive Staff – The Executive Staff is managed by the Director and is responsible for the day to day operation of

the Association, inclusive of marketing, public relations, financial reporting, and additional assignments as directed

by the Director. The staff may also be directed to conduct other tasks or assignments as deemed appropriate by

the Executive Committee.

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Leadership – The Leadership takes all the input received from the membership as well as external occurrences

(enactment of laws, actions by others, current events, etc.) and determines the appropriate courses of action for

Association issues, and acts on those courses of action until such time as a decision point is reached and a key

decision is required to proceed further. Additionally, the Director and the Leadership (either in whole or in part)

shall participate in meetings and events associated with the Association’s key stakeholders. The Leadership shall

meet in person or by teleconference as needed between general meetings.

Executive Committee – The Executive Committee votes on key decisions affecting the membership and specific

issues associated with the Association’s course of action on multiple issues. The Executive Committee can establish

standing or ad hoc committees from the membership to address specific issues or concerns. The Executive

Committee is comprised of the following: The Leadership (4 Positions), the Director, one (1) elected Associate

Membership representative, and three (3) elected General Membership representatives. The Executive Committee

may be required to participate in conference call meetings between general meetings, and will normally convene

the day before the general meeting. No member company will be allowed to have more than two (2)

representatives on the Executive Committee, provided that the positions of President, Vice President, and

Secretary/Treasurer are always held by representatives of different General Member companies.

The work of the Association will be conducted as follows, commencing with a general meeting:

GENERAL MEETING – The Leadership reports status and update on various issues; the committees give reports;

input is received from the membership on various issues.

BETWEEN MEETINGS – Leadership determines appropriate course of action, and acts on same, utilizing staff as

required. Additionally, the Leadership identifies key decisions requiring Executive Committee Action.

EXECUTIVE COMMITTEE MEETING (Day before General meeting) – The Executive Committee convenes to discuss

key issues and vote on key decisions for the entire Association.

GENERAL MEETING – process repeats itself.

General notes:

1. Executive Committee members are elected for two year terms to coincide with the leadership election.

2. The Executive Committee should typically be comprised of nine individuals.

3. General and annual meetings are both referred to as general meetings in this document.

4. The membership is voting for the individuals when electing members to the Executive Committee, inclusive of the Leadership. If a member of the Executive Committee were to change his employment and work for another General Member company, he would be allowed to retain his position on the Executive Committee, so long as it does not violate this document.

5. If any member of the Leadership were to resign his or her position, the Executive Committee would convene to determine the appropriate course of action.

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6. If any member of the Executive Committee (excluding the Leadership) were to resign his position or leave the employ of his employer and not immediately gain employment with another General Member company, then his or her position will be filled by someone appointed by the General Member company that was initially represented.

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Is It an ASA Issue

Determining Factors as of March 2013 -If the answer to any of these questions is “Yes”, then it is an ASA Issue

• Does the practice or issue help to unify the ASA and the Salvage Industry?

• Is the practice or issue in keeping with the ASA acting as the definitive Industry Spokesman?

• Does the practice or issue act to foster a working relationship and promote cooperation among members?

• Does the practice or issue require collective action by the Salvage Industry?

• Does the practice or issue help to promote improvement and/or standardization of Industry contracts and documents?

• Does the practice or issue act to communicate unfair or objectionable practices in the Industry?

• Is the practice or issue in keeping with fostering cooperation with other Associations - when doing so is to the benefit of Salvors and/or the ASA?

• Does the practice or issue act in the Industry’s best interest?

• Does the practice or issue provide active support to a member or members in legal or commercial disputes when such ASA support is deemed appropriate by Executive Committee?

III EMPLOYEE POLICIES

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Employment with ASA is on an at-will basis

• ASA is an Equal Opportunity Employer and follows Anti-Discrimination practices

• Nepotism and Personal Relationships among ASA employees must be disclosed and approved by the ASA Executive Committee

• New Employees receive orientation from the ASA Executive Director

• ASA has no employees of record. Fulltime and Part-time W2 employees are employees of record of the Passenger Vessel Association. Direction over the activities of ASA employees who are employees of record of the Passenger Vessel Association are the responsibility of the ASA Executive Director.

Employee Benefits

ASA Employees are employees of record of the Passenger Vessel Association. Benefits to Part-Time and Full-Time employees are provided under the PVA employee benefits plan and covers such items as:

• Vacation

• Sick Leave

• Holidays

• Maternity Leave

• Bereavement Leave

• Leave without Pay

• Family and Medical Leave

• Flextime

• Religious Observances

• Jury Duty

• Time off to Vote

• Military Leave Health Benefits

As PVA is the employer of record, ASA does not provide Medical/Dental/Life insurance benefits. Employees are eligible for benefits based on PVA policies. Part-time employees are not eligible for Medical/Dental/Life insurance benefits ASA provides long-term disability benefits and state mandated unemployment insurance through its employer of record, the Passenger Vessel Association.

Retirement Plan

Both part-time and full-time ASA employees are eligible to participate in the Passenger Vessel Association 401K plan per the PVA plan eligibility requirements.

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Reimbursement of Travel Expenses

ASA reimburses expenses for required travel in conjunction with the employee’s job. The employee is expected to submit an expense report with corresponding receipts.

ASA is committed to providing:

• A drug-Free Workplace

• A smoke-Free Workplace

Confidentiality

All communications with the American Salvage Association from any outside agency seeking business or information about any transactions shall be made directly through the ASA Executive Director. No contact shall be made with individual Association Executive Committee members.

Whistleblower Protection Policy The American Salvage Association requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the American Salvage Association, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations. Reporting Responsibility This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that the American Salvage Association can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of the American Salvage Association code of ethics or suspected violations of law or regulations that govern the American Salvage Association’s operations. No Retaliation It is contrary to the values of the American Salvage Association for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the American Salvage Association. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

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Reporting Procedure The American Salvage Association has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Association President, or another member of the Leadership. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the American Salvage Association’s Executive Director, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the Executive Director or the organization’s President.

Conflict of Interest Policy and Annual Statement for Directors and Officers and

Members of a Committee with Board Delegated Powers

Purpose

For purposes of this document, the General Members shall be considered the Board and their designated representatives shall be considered the Directors. The purpose of this Board conflict of interest policy is to protect ASA’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an Executive Staff member or director of ASA 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 conflicts of interest applicable to nonprofit and charitable organizations. This policy is also intended to identify “independent” directors.

Definitions

Interested person -- Any director, principal officer of the Executive staff, or member of a committee with governing board or executive Committee delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial interest -- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which ASA has a transaction or arrangement,

• A compensation arrangement with ASA or with any entity or individual with which ASA has a transaction or arrangement, or

• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which ASA is negotiating a transaction or arrangement.

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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. A person who has a financial interest may have a conflict of interest only if the Board or Executive Committee decides that a conflict of interest exists, in accordance with this policy.

Independent Director -- A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, the director:

• Is not, and has not been for a period of at least three years, an employee of ASA or any entity in which ASA has a financial interest;

• Does not directly or indirectly have a significant business relationship with ASA, which might affect independence in decision-making;

• Is not employed as an executive of another corporation where any of ASA’s executive officers or employees serve on that corporation’s compensation committee; and does not have an immediate family member who is an executive officer or employee of ASA or who holds a position that has a significant financial relationship with ASA.

Procedures

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 Executive Committee.

Recusal of Self – Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

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 Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the Board or Executive 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.

The President or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the Board or Executive Committee shall determine whether ASA can

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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 Executive Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in ASA'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.

Violations of the Conflicts of Interest Policy

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

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records of Proceedings

The minutes of the Board and all committees with board delegated powers shall contain:

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 Executive Committee's decision as to whether a conflict of interest in fact existed.

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.

Compensation

A voting member of the Board who receives compensation, directly or indirectly, from ASA for services is precluded from voting on matters pertaining to that member's compensation.

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

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

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Annual Statements

Each director, Executive staff officer and member of a committee with Board delegated powers shall annually sign a statement when requested to do so by the Executive Director which affirms such person:

• Has received a copy of the conflict of interest policy,

• Has read and understands the policy,

• Has agreed to comply with the policy, and

• Understands ASA 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.

If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form. The Executive Committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

Periodic Reviews To ensure ASA operates in a manner consistent with its nonprofit mission 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:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm's length bargaining.

• Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to ASA's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, ASA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

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Document Retention Policy

Purpose

The purpose of this policy is to ensure that The American Salvage Association manages data in an efficient and effective manner, maintains historical records related to its financial and administrative operations, and purges documents as part of its normal management process. By establishing a specific timeline for document purging, this shall also ensure compliance with the Sarbanes-Oxley Act, which prohibits the alteration, falsification or destruction of documents that are part of any official proceeding. If anyone associated with the Institute becomes aware of any investigation, the Institute shall be notified immediately so that document purging will cease and all relevant documents will be appropriately identified and protected.

Definitions

1. “Document” refers to any item listed in the table below, in either hard copy, or electronic form. Electronic files also include those in audio/visual or emailed forms.

2. “Administrative” refers to documents pertinent to the day-to-day operations of the Institute.

3. “Historic” refers to documents that are valuable for maintaining knowledge of the history of the Institute and its work.

4. “Legal” refers to any document that is a contract or agreement between parties, that contains financial information relevant to IRS filings, or that must be maintained to comply with laws and regulations.

5. “Recycle/scrap paper” includes disposal by normal recycling methods or reuse as scrap paper for internal printing or note taking.

6. “Shred” means using a shredder machine to properly shred and dispose of documents.

7. “Delete” means to delete an electronic file.

Labeling and Storage

All files, both hard copy and electronic, shall be labeled by topic and year (if applicable). Electronic copies shall be saved in appropriate folders on network drive. Hard copies shall be stored in file cabinets, or archived in the attic on the 3rd floor of the main office building. Archived hard copy files shall be stored in firm, water and animal proof containers, clearly labeled with “American Salvage Association,” topic, and year. If documents of similar type and with the same retention and destruction requirements are stored together, they shall also be labeled with a “destroy after” date so that they do not have to be reviewed additional times.

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Review and Purging

Review and purging of files may take place in an ongoing manner, but must occur at least every two years in even numbered years, and must follow the minimum retention requirements stated in Attachment A to this document. Such review and purging must also occur prior to archival storage of any files.

Document Drafts

Once the final copy of a document has been completed, the drafts may be recycled or deleted,

unless they are documents of legal value. For documents determined to be of legal value, drafts

containing comments shall be saved for a minimum of two years, and drafts without

comment may be destroyed once the final version is complete.

IV FINANCIAL POLICIES AND PROCEDURES

Annual Authorization of Signers

The authorized signers for the organization are approved on an annual basis, by the ASA Executive Committee. The authorization is passed onto each financial institution that holds funds for the organization.

Cash Receipts

Bookkeeping and treasury functions are provided to ASA through a contract with the Passenger Vessel Association. Cash receipts are handled by the PVA staff. The PVA accounting staff shall be bonded. Bank accounts are reconciled on a monthly. Reconciliations are reviewed by an independent accountant as part of ASA’s annual 3rd party review.

Accounts Receivable/Billing

Accounts receivable are realized on an accrual basis.

Disbursement of Cash/Accounts Payable

Disbursement and Accounts Payable are provided to ASA through a contract with the Passenger Vessel Association.

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Payments by Check

• Checks are never be made payable to cash.

• Blank check stock is maintained in a safe place.

• Blank checks are never signed.

Chart of Accounts

In keeping with the double-entry system of accounting, a minimum of two accounts is needed for every transaction, at least one account is debited and at least one account is credited.

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Account Type Description

Bank of America 3288 MM Bank

Bank of America 3296 Bank

Accounts Receivable Accounts Receivable

Allow ance for Doubtful Accounts Other Current Asset

Payments Received Other Current Asset

Prepaid Conference Expense Other Current Asset

Prepaid Expenses Other Current Asset

Prepaid Printing Other Current Asset

Furniture & Fixtures Fixed Asset Furniture & Equipment Acct.

Furniture & Fixtures:Accumulated Depreciation Fixed Asset

Furniture & Fixtures:Computer Fixed Asset

Furniture & Fixtures:Desk/File/Computer/FAX Fixed Asset

Furniture & Fixtures:Desk/File/Computer/FAX:Cost Fixed Asset

Furniture & Fixtures:Front Door Sign Fixed Asset

Furniture & Fixtures:Furniture Fixed Asset

Transfer Other Asset

Accounts Payable Accounts Payable

ASA Education Foundation Other Current Liability

Due to PVA Other Current Liability

Unearned Conferece Revenue Other Current Liability Deferred Conference Revenue

Unearned Dues Revenue Other Current Liability Unearned Dues Revenue

Opening Bal Equity Equity

Retained Earnings Equity

Income Income

Income:Bi-Annual Salvage Conference Income

Income:WOW II Wrecks of The World Income

Income:Earned Member Dues Income

Income:Investment Income Income

Income:Marine Salvage Training Income Marine Salvage Training

Income:Marine Salvage Training:Marine Salvage Training Expense Income

Income:SOUNDINGS Sponsorship Income

Income:Sponsorship/Mtg Income Income

Corporate Taxes/Interest Expense

Employee Expense Expense

Fixed Expense Expense

Fixed Expense:Personal Property Tax Expense

Fixed Expense:Avectra Database Expense

Fixed Expense:Legal/Corporate Expense

Fixed Expense:PVA Support Expense

Fixed Expense:Annual Review Expense

Fixed Expense:AWO Administrative Support Expense

Fixed Expense:Credit Card/Bank Fees Expense Credit Card Charges

Fixed Expense:Deliveries/UPS FedEx Courier Expense

Fixed Expense:Depreciation Expense

Fixed Expense:Insurance - Liability Expense

Fixed Expense:Office Supplies Expense

Fixed Expense:Organization Dues/Subscriptions Expense

Fixed Expense:Postage Expense

Fixed Expense:Rent/Parking Expense

Fixed Expense:Salaries, Taxes, Benefits Expense

Fixed Expense:Telephone Expense

Program Support Expense Expense

Program Support Expense:MIAF Curriculum Expense

Program Support Expense:Cape Flattery Amicus Brief Expense

Program Support Expense:Federal Responder Immunity Law Expense

Program Support Expense:Meals and Entertainment Expense

Program Support Expense:Web Management Expense

Program Support Expense:Board/Meeting Expense Expense

Program Support Expense:Exhibition/Conference Expense Conference Participation

Program Support Expense:Gifts & Plaques Expense

Program Support Expense:Maritime Indust. Contribution Expense

Program Support Expense:Printing/Copy Expense Expense

Program Support Expense:Professional Fees Expense

Program Support Expense:Professional Fees:CFO - Administration Expense

Program Support Expense:Professional Fees:Director Expense Dick Fredricks

Program Support Expense:Professional Fees:Graphic Artist Expense Graphic Artist (Fischer Design)

Program Support Expense:Professional Fees:Public Relations Expense

Program Support Expense:Soundings Printing Expense

Program Support Expense:Training Travel Allow ance Expense

Program Support Expense:WOW Conference Expense WOW Conference, June 6th and 7th

Miscellaneous Expense Other Expense

Suspense Other Expense

Write Offs Other Expense

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Budget

The annual ASA operating budget draft is prepared by the Executive Director and CFO in August. The draft is reviews by the ASA Treasurer for recommendation to the ASA Executive Committee at its fall meeting. The Executive Committee recommended budget is presented to the General membership at its fall meeting for approval and adoption.

Financial Reporting - Internal

All Financial Statements will be prepared in compliance with GAAP (Generally Accepting Accounting Principles). A full set of financial statements including Statement of Financial Position (Balance Sheet), Statement of Activities (Income Statement), Statement of Cash Flows, Statement of Functional Expenses and Notes to the Financial Statements will be prepared at the end of each year. Interim financial statements including the Statement of Financial Position, Statement of Activities, and a Statement of Activities, budget to actual will be prepared on a monthly basis and distributed to the ASA leadership.

Financial Reporting – External

ASA will comply with all reporting necessary to be in compliance with agencies outside of ASA, including the IRS, the federal government, state agencies, foundations and other funders.

Annual 990 ASA will file its annual Form 990, Return of Organization Exempt Form Income Tax, for a non-profit organization, through its 3rd party auditor. The return will be filed within five months and fifteen days of the end of the fiscal year and made available to public inspection upon request.

Financial Statement Review/Audit ASA will conduct an annual review as soon as practical after the close of its fiscal year to be conducted by an independent CPA firm approved by the ASA Executive committee. The scope of the audit shall be a series of inquiry and analytical procedures that provide limited assurance that the financial statements are fairly presented The review will be presented to the ASA Executive Committee at its Fall Executive Committee meeting and distributed to the General membership.