KAA Code of Conduct

Our Code of Conduct establishes expectations for the behavior of all persons associated with the Kittery Art Association (KAA), including Board Members, Member Artists, Employees, and Volunteers (collectively “KAA associates”) regarding their interactions with other KAA associates and the general public. All KAA associates are expected to comply with all local and federal laws and regulations, KAA policies, and our Code of Conduct.

1. Respect for Others
KAA associates are expected to foster a respectful and collaborative environment and avoid offending, participating in serious disputes or disrupting KAA activities. KAA associates are expected to treat all other KAA associates and the general public with respect, courtesy, and dignity. Our standards are set forth in our Statement on the KAA’s Commitment to Diversity, Equity, and Inclusion. Harassment or disparagement based on someone’s race, gender, gender expression, sexual orientation, physical ability, neurodiversity, religion, body type, country of origin, age, or socioeconomic background is prohibited. Prohibited acts include, without limitation, verbal harassment (epithets, derogatory or degrading statements, slurs), physical harassment (assault, physical interference with normal work or involvement), and innuendo. Any conduct that creates an intimidating, offensive, or hostile environment is prohibited, even if such conduct occurs off of KAA property or outside of normal hours.

2. Compliance with the law and KAA Policies
KAA associates must support KAA’s compliance with the law and with our internal KAA policies with their actions. We expect employees to be ethical and responsible when dealing with our finances, art exhibited by the KAA, our partnerships, and public image.

3. Protection of KAA Property
All KAA associates should treat KAA property, whether tangible or intangible, as well as artwork consigned to the KAA, with respect and care and not take any action that could harm KAA’s reputation. KAA associates should protect KAA property from damage and vandalism whenever possible. Misuse or frivolous use of KAA assets is prohibited. KAA associates should respect all KAA intangible property, including trademarks and other KAA information and reports, and use them only to complete their official KAA duties. Confidential information related to the affairs of KAA shall not be shared, copied, reproduced, or otherwise disclosed, and only information deemed for public knowledge may be shared externally.

4. Integrity and Ethics
KAA associates are expected to show integrity and professionalism in all KAA activities and act in the best interest of KAA. They must avoid any personal, financial, or other interests that might hinder their capability or willingness to perform their responsibilities at KAA. We discourage KAA associates from accepting gifts, gratuities, or any item of value related to their role at KAA, which could be interpreted as an inducement to provide special treatment.

5. Job Duties and Authority
KAA associates should fulfill their duties with integrity and respect toward customers, stakeholders, and the community and not abuse their authority. We expect all KAA associates to complete their duties within a timely manner, and we encourage collaboration and mentoring throughout our organization. Absenteeism, tardiness, and leaving early hurts our reputation and effectiveness, and all KAA associates should follow stated schedules. Only Management or Board Directors can enter into any legal contracts or agreements with third parties or speak on behalf of KAA to media or other interested parties.

6. Communication
Adherence to our Code of Conduct for KAA associates pertains to all types of communications and correspondence, whether it be verbal, email, or other medium, or in any public forum. KAA associates shall support KAA’s position and policies in all communications with other associates and the public. KAA associates must be open to communication from their colleagues, team members, and other KAA associates. KAA has an open door policy.

7. Resolution of Issues
The KAA is committed to having every KAA associate and member of the public receive fair and impartial treatment, but recognizes that occasionally conflicts, misunderstandings, or problems may arise. Although most of these can and should be solved on an informal basis, we have established a process to resolve especially difficult issues.

Process for Investigation of Complaints:

a) KAA associates should respectfully inform the person who is the source or cause of the problem/concern that a problem/concern exists. The parties involved should attempt to resolve the issue informally and independently.

b) If the KAA associate does not wish to communicate directly with the person who is the source or cause of the issue or fails to satisfactorily resolve the issue after discussing it with that person, the KAA Associate should contact the KAA President or a Member of the KAA Board of Directors. KAA has adopted an KAA Whistleblower Protection Policy, which enables KAA Associates to raise serious concerns internally so that KAA can address and correct inappropriate conduct and/or actions. This policy is posted in the Member Portal of our website.

c) The KAA Board will promptly investigate any complaint made under the KAA Whistleblower Protection Policy. It is expected that KAA associates act responsibly and truthfully in making allegations, responding to allegations, and providing information in an investigation. Any KAA associate who is determined, after an investigation, to have engaged in conduct in violation of this Code of Conduct will be subject to discipline, up to and including suspension and termination of employment, membership, or volunteer assignment. All complaints will be treated confidentially, to the extent possible. KAA will not retaliate against any KAA associate or member of the public who files a complaint in good faith, or who participates in good faith, in an investigation of a violation of this Code of Conduct.

Any questions about this document should be directed to KAA’s President or a member of the KAA Board of Directors.

Code of Conduct Policy adopted by the KAA Board of Directors on 01/15/2026.

President: Michael Kelso
2 Walker Street
Kittery, ME 03904
207-752-1124

Whistleblower Protection Policy

Adopted: 01/15/2026

Introduction

The Kittery Art Association the "KAA") adopts the following Whistleblower Protection Policy in order to strengthen its existing policies and procedures, maintain and exemplify "best practices," and comply with applicable laws1 and regulations.

The Whistleblower Policy

The KAA is committed to facilitating open and honest communications relevant to its governance, finances, and compliance with all applicable laws and regulations, including safety regulations. The KAA requires directors, officers, members and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Directors, officers, members and volunteers of the KAA must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

This Whistleblower Protection Policy ("the Whistleblower Policy") reflects the practices and principles of behavior that support this commitment. It is important that the KAA and its Board be apprised about unlawful or improper workplace behavior including, but not limited to, any of the following conduct:

  • theft;

  • financial or safety reporting which is fraudulent, intentionally misleading or negligent in any manner;

  • improper or undocumented financial transactions;

  • forgery or alteration of documents;

  • unauthorized alteration or manipulation of computer files;

  • improper destruction of records;

  • improper use of the KAA assets, including, but not limited to its property, facilities, funds, supplies, and other assets;

  • improper access and or use of confidential information;

  • authorizing or receiving compensation for goods not received or services not performed;

  • violations of the KAA’s Whistleblower Policy;

  • any other improper occurrence regarding cash, financial procedures, safety or reporting;

  • any abuse of, or discrimination against a KAA member; and

  • a failure by the KAA to provide reasonable accommodation for disability or religious belief.

We request the assistance of any director, member or volunteer who has a reasonable belief or suspicion about any improper transaction. The KAA values this input, and each director, member, or volunteer should feel free to raise issues of concern in good faith, without fear of retaliation. Directors, members and volunteers will not be disciplined, expelled, or be retaliated against in any way for asking questions or raising concerns about conduct of this sort.

The KAA will investigate any possible fraudulent or dishonest use or misuse of the KAA's resources, or abuse, discrimination or a failure to provide reasonable accommodation by Directors, members, or volunteers. The KAA will take appropriate action against anyone found to have engaged in fraudulent, dishonest, abusive or discriminatory conduct, including expulsion from the KAA, or civil or criminal prosecution, when warranted.

Therefore, all members of the KAA, directors and volunteers are encouraged to report possible fraudulent, abusive, discriminatory, or dishonest conduct (i.e., to act as a "whistleblower"), pursuant to the procedures set out below.

Reporting Responsibility

Every director, member or volunteer of the KAA has an obligation to report in accordance with this Whistleblower Policy (a) questionable or improper accounting, financial or auditing matters, and (b) violations and suspected violations of the KAA's policies or any unlawful or improper conduct involving the KAA’s property, equipment or facilities (hereinafter collectively referred to as "Concerns").

Authority of Board

All reported Concerns will be forwarded to the Board in accordance with the procedures set forth herein. The Board shall be responsible for investigating and making appropriate decisions with respect to all reported Concerns.

No Retaliation

This Whistleblower Policy is intended to encourage and enable directors, members and volunteers to raise Concerns within the KAA for investigation and appropriate action. With this goal in mind, no director, member or volunteer who, in good faith, reports a Concern shall be subject to retaliation or expulsion. Moreover, a volunteer or member who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including dismissal from the volunteer position or expulsion from the KAA.

REPORTING CONCERNS

Members, Directors and Volunteers

Members, directors and volunteers should first discuss their Concern with the President. In addition, if the individual is uncomfortable speaking with the President, or the President is a subject of the Concern, the individual should report his or her Concern directly to the KAA's Board of Directors or to another Officer of the Board of Directors. If the Concern is related orally to the President, the reporting individual, with assistance of the President, shall reduce the Concern to writing. The President is required to promptly report the Concern to the Board of Directors, which has specific responsibility to investigate all Concerns. If the President, for any reason, does not promptly forward the Concern to the Board, the reporting individual should directly report the Concern to the Board of Directors. Concerns may also be submitted anonymously. Such anonymous Concerns should be in writing and sent directly to the President and the Board of Directors.

Handling of Reported Concerns

The President shall immediately notify the Board of Directors of any such report. The President will notify the reporter and acknowledge receipt of the Concern within five (5) business days, if possible. It will not be possible to acknowledge receipt of anonymously submitted Concerns. The Board shall address all reported Concerns at a Board Meeting.

All reports will be promptly investigated by the Board, or any other appropriate Committee of the Board of Directors and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation. In addition, action taken must include a conclusion and/or follow-up with the reporter for resolution of the Concern.

The Board has the authority to retain outside legal counsel, accountants, private investigators, any other resource, or refer to another appropriate Committee of the Board of Directors, as deemed necessary to conduct a full and complete investigation of all reported Concerns.

Acting in Good Faith

Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of the KAA's policies. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from the volunteer position or expulsion from membership. Such conduct may also give rise to other actions, including civil lawsuits.


RIGHTS AND RESPONSIBILITIES OF MEMBERS AND VOLUNTEERS

Whistleblower Protection

The KAA will protect whistleblowers as follows:

  1. The KAA will use its best efforts to protect whistleblowers against retaliation. All complaints by whistleblowers will be handled with sensitivity, discretion and confidentiality to the extent allowed by the circumstances and the law. Generally, this practice means that whistleblower concerns will only be shared with those who have a need to know in order to conduct an effective investigation. Should disciplinary or legal action be taken against a person or persons as a result of a whistleblower complaint, such person(s) may also have a right to know the identity of the whistleblower.

  2. A whistleblower shall not be subject to retaliation. No punishment for reporting Concerns will be allowed, even if the claims are unfounded; a reasonable belief or suspicion that unlawful or improper workplace behavior has occurred is enough to create a protected status for the whistleblower. No action can be taken against the whistleblower with the intent or effect of adversely affecting the terms or conditions of the whistleblower's membership in the organization, including, but not limited to threats of physical harm, loss of membership or harm to reputation. Whistleblowers who believe that they have been retaliated against may file a written complaint with the Board. Any complaint of retaliation will be promptly investigated, and appropriate corrective measures taken if allegations of retaliation are substantiated. This protection from retaliation does not prohibit the Operations Manager from acting in the usual scope of their duties and based on valid safety-related factors.

  3. Whistleblowers must be cautious to avoid baseless allegations, which are allegations made with reckless disregard for their truth or falsity. People making such allegations may be subject to expulsion by the KAA, and/or legal claims by individuals accused of such conduct.

Notification

This Whistleblower Policy is to be communicated to all new members, volunteers and directors as a part of their orientation. In addition, each year, after the annual election of the officers and directors, the Secretary will have the responsibility of updating the contact information below for each of these individuals.

Contact Information

President: Michael Kelso
Address: 2 Walker Street, Kittery, ME 03904
Phone #: 207 752-1124

Treasurer: Laurie Bilby
Address: 2 Walker Street, Kittery, ME 03904
Phone #:

Clerk: Maggie Warner
Address: 2 Walker Street, Kittery, ME 03904
Phone #:

Non-profit organizations are required by federal law to adopt a Whistleblower Protection Policy (Public Company Accounting Reform and Investor Protection Act of 2002, “Sarbanes-Oxley”). This is one of two requirements of Sarbanes-Oxley that apply to non-profits, which are otherwise not subject to that federal legislation.