About Chambersburg Community Theatre

Silver Whistle 1955

Annie Get Your Gun 1962

Policies

Chambersburg Community Theatre, Inc.
Non-Discrimination Policy (11.2.23)
Chambersburg Community Theatre (CCT) is committed to providing an environment for our
employees, volunteers, board members, performers, students, and patrons that is free of
discrimination. In pursuit of a culture that commits to professionalism, diversity, accessibility,
inclusivity, and comfort, CCT will insist on the compliance of the following policy by all
individuals affiliated with the organization:
Chambersburg Community Theatre does not and shall not discriminate on the basis of
racial identity, gender identity, age, skin color, nationality, religion, disability, marital
status, miliary status, or sexual orientation. Chambersburg Community Theatre will not
tolerate discrimination by or toward anyone involved with our organization.
Individuals who believe they have been subjected to discrimination by another individual
associated with Chambersburg Community Theatre should bring their complaint immediately to
any of the following individuals: (1) Managing Director, (2) President of the Board of Directors,
or (3) Vice President of the Board of Directors.
If it is determined that discrimination has taken place, immediate and appropriate action will be
taken by the Board of Directors.

Chambersburg Community Theatre, Inc.
Sexual Misconduct Policy (11.2.23)
Chambersburg Community Theatre (CCT) is committed to providing an environment for our
employees, volunteers, board members, performers, students, and patrons that is free of
harassment or sexual misconduct. In pursuit of a culture that commits to professionalism,
diversity, accessibility, inclusivity, and comfort, CCT will insist on the compliance of the
following policy by all individuals affiliated with the organization:
Sexual harassment or misconduct is illegal and will not be tolerated by Chambersburg
Community Theatre. Any retaliation against an individual who has reported sexual
harassment or cooperated in an investigation of sexual harassment or misconduct is also
illegal and will not be tolerated.
Individuals who believe they have been subjected to sexual harassment or misconduct by another
individual associated with Chambersburg Community Theatre should bring their complaint
immediately to any of the following individuals: (1) Managing Director, (2) President of the
Board of Directors, or (3) Vice President of the Board of Directors.
CCT takes allegations of sexual harassment or misconduct seriously and will promptly take
action to ensure the harassment stops immediately and that appropriate action is taken.
If the complaint is particularly egregious or there is a perceived immediate danger to anyone, law
enforcement shall be notified immediately.
Chambersburg Community Theatre Board of Directors and Managing Director will cooperate
with local law enforcement with any investigation regarding sexual harassment or misconduct
against a participant of CCT.
Sexual Harassment Defined
“Sexual harassment” is defined as sexual advances, requests for sexual favors, and verbal or
physical conduct of a sexual nature when:
(a) submission to or rejection of such advances, requests, or conduct is made either explicitly or
implicitly a term or condition of participation with CCT or as a basis for participation with CCT,
or
(b) such advances, requests, or conduct have the purpose or effect of unreasonably interfering
with an individual’s performance or participation by creating an intimidating, hostile,
humiliating, or sexually offensive environment.
The legal definition of sexual harassment is broad. In addition to the above examples, other
sexually oriented conduct, whether it is intended or not, that is unwelcome and has the effect of
creating an environment that is hostile, offensive, intimidating, or humiliating to male or female
participants may also constitute sexual harassment or misconduct.
While it is not possible to list all those additional circumstances that may constitute sexual
harassment, the following are some examples of conduct which would be considered sexual
assault, harassment, or misconduct depending on the severity of each individual incident:
• Unwelcome sexual advances—whether they involve physical touching or not.
• Sexual epithets, jokes, written or oral references to sexual conduct, gossip regarding
one’s sex life, comment on an individual’s body, or comment about an individual’s
sexual activity, deficiencies, or prowess.
• Displaying sexually suggestive objects, pictures, or cartoons.
• Unwelcome leering, whistling, brushing against the body, sexual gestures, or
suggestive or insulting comments.
• Inquiries into one’s sexual experiences.
• Discussion of one’s sexual activities.

Chambersburg Community Theatre, Inc.

Conflict of Interest Policy (12.7.32)

ARTICLE I.              Introduction and Purpose

Chambersburg Community Theatre, INC (CCT) requires its directors, officers, employees and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The Board of Directors (BOD) of CCT, recognizing that it is entrusted with resources devoted to charitable purposes, has adopted this Conflict of Interest Policy (the “Policy”).  The purpose of this Policy is to protect CCT’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer or other person in a position of authority within CCT.  CCT strives to avoid conflicts of interest to ensure that it continues to operate in accordance with its tax-exempt purpose.  This Policy is intended to supplement but not replace any state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

ARTiCLE II.             Definitions

Section 1.        Duty of Loyalty of Interested Persons.  Conflicts of interest can place personal interests at odds with the fiduciary “duty of loyalty” owed to CCT.  The duty of loyalty requires that a director, manager, officer, or member of a committee with governing board-delegated powers (each, an “Interested Person”), refrain from using his or her position for personal gain, and avoid acting on issues in which his or her personal or financial interests could conflict with the interests of CCT.

Section 2.        Direct and Indirect Conflicts of Interest.  Conflicts of interest arise from personal relationships or from a financial interest.  Conflicts can arise either directly or indirectly.  A direct conflict can arise where an Interested Person has a personal or financial interest in any matter involving CCT or has a financial or agency relationship (i.e., is a director, officer, manager, partner, associate, trustee or has a similar agency relationship) with an entity involved in a transaction or other business with CCT.  An indirect conflict can arise where someone related to an Interested Person by business affiliation, or a “Family Member” (spouse, parents-in-law, ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren) of the Interested Person has dealings with CCT.  By way of example, an Interested Person has a financial interest if such person has, directly or indirectly, through business, investment or a Family Member:

• an ownership or investment interest in any entity with which CCT has a transaction or arrangement;
• a compensation arrangement with CCT or with any entity or individual with which CCT has a transaction or arrangement; or
• a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CCT is negotiating a transaction or arrangement.

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

Section 3.        Potential and Actual Conflicts of Interest.  Acts that mix the personal or financial interests of an Interested Person with the interests of CCT are indicative of a conflict of interest.  Not every potential conflict is an actual conflict, however.  An Interested Person who has a financial interest in a matter involving CCT may have a conflict of interest requiring application of the mitigating procedures described in this Policy only if the appropriate party designated in Article III, Section 3 decides that such a potential conflict of interest is actual or material.  However, acts that even have the appearance of a conflict of interest can be damaging to the reputation of CCT.  Consequently, CCT seeks to avoid potential and actual conflicts of interest, as well as the appearance of conflicts.

Section 4.        Activities that May Present a Conflict of Interest.  The following is a non-exclusive list of the types of activities that may present a conflict of interest and should be disclosed in accordance with Article III.

• Adverse Interest. Participation by an Interested Person in decisions or negotiations related to a contract, transaction or other matter between CCT and: (i) the Interested Person; (ii) an entity in which the Interested Person or a Family Member of such person has financial interest; or (iii) an entity with which the Interested Person has an agency relationship.
• Competing Interests. Competition by an Interested Person, either directly or indirectly, with CCT in the purchase or sale of property or property rights, interests, or services, or, in some instances, competition directly for the same donor or external resources.
• Use of Resources. Use of CCT’s resources (for example, staff, contracts, donor lists, or name) for personal purposes of the Interested Person or a Family Member of such person. 
• Inside Information. Disclosure or exploitation by an Interested Person of information pertaining to CCT’s business for the personal profit or advantage of such person or a Family Member of such person or a person/entity with whom the Interested Person has an agency relationship.

Section 5.        Disclosure.  The primary obligation of any person subject to this Policy who may be involved in a conflict of interest situation is to bring it to the attention of those designated under the disclosure procedures in Article III so that the potential conflict can be evaluated and addressed.  An Interested Person should not make the decision about whether a conflict of interest exists unilaterally.

ARTICLE III.           PROCEDURES to disclose and resolve conflicts

Section 1.        Duty to Self-Disclose.

• An Interested Person shall make an appropriate disclosure of all material facts, including the existence of any financial interest, at any time that any actual or potential conflict of interest. This disclosure obligation includes instances in which an Interested Person who is a director knows of the potential for a self dealing transaction as described in Section 4, or a transaction involving common directorship as described in Section 7, related to his or her interests. It also includes instances in which the Interested Person plans not to attend a meeting of the Board or a Board committee with governing board-delegated powers (a “Committee”) at which he or she has reason to believe that the Board or Committee will act regarding a matter about which he or she may have a conflict.  Depending on the circumstances, this disclosure may be made to an Executive Board member, or, if the potential conflict of interest first arises in the context of a Board or Committee meeting, the entire Board or the members of the Committee considering the proposed transaction or arrangement that relates to the actual or possible conflict of interest.
• In addition, Interested Persons shall, in accordance with Article VI, make an annual disclosure of on-going relationships and interests that may present a conflict of interest.

Section 2.        Disclosure of Conflicts of Others.  If an Interested Person becomes aware of any potential self dealing or common directorship transaction or other conflict of interest involving another Interested Person, he or she should report it in accordance with the requirements of this Article III.

Section 3.        Evaluation of Potential Conflict.

• After disclosure of all material facts and any follow-up discussion with the Interested Person with a potential conflict of interest, a determination must be made about whether a material financial interest, self dealing transaction or other kind of actual conflict exists. If the potential conflict is first disclosed during a Board or Committee meeting at which the Interested Person with the potential conflict is in attendance, the Interested Person shall leave the meeting while the determination of whether a conflict of interest exists is either discussed and voted upon or referred to Committee for further consideration.  In either event, the decision-making body will evaluate the disclosures by the Interested Person, and will determine on a case-by-case basis whether the disclosed activities constitute an actual conflict of interest.  If the disclosure is made outside of the context of a meeting, then the determination of whether a conflict exists will be referred to the Executive Board for decision and action.  Factors the decision-making body may consider when determining whether an actual conflict exists include (i) the proximity of the Interested Person to the decision-making authority of the other entity involved in the transaction, (ii) whether the amount of the financial interest or investment is de minimis relative to the overall financial situation of CCT, and (iii) the degree to which the Interested Person might benefit personally if a particular transaction were approved.
• If it is determined that an actual conflict of interest exists which also constitutes a “self dealing” transaction as described in Section 4, then the transaction or matter in question can only be authorized if approved by the vote described in Section 6(a) after CCT has followed the procedures set forth in Section 5.
• If it is determined that an actual conflict of interest exists which is not a “self dealing” transaction, but involves participation by the Interested Person in decisions or negotiations related to a material contract, transaction or other matter between CCT on the one hand and (i) the Interested Person, (ii) an entity in which the Interested Person or a Family Member of such person has financial interest, or (iii) an entity with which the Interested Person has an agency relationship on the other hand, then the matter in question can only be authorized if approved by the vote described in Section 6(b) after CCT has followed the procedures set forth in Section 5.
• In all other circumstances where it is determined that an actual conflict of interest exists, the decision-making body will recommend an appropriate course of action to protect the interests of CCT. All disclosures and the outcome of the deliberation about whether a conflict of interest exists will be recorded in the minutes of the appropriate deliberative meeting.

Section 4.        “Self Dealing” Transactions of Directors.

• Section 5233 of the California Corporations Code requires that certain procedures be followed in order for the Board to approve any specific transaction that involves “self dealing” on the part of a director. Section 5233 defines self dealing as a transaction in which a director has a material financial interest (an “interested director”).  Section 5233 requires that self dealing transactions be approved by a greater vote than other Board actions, as described in Section 6(a). 
• The following are exempt from the approval requirements (and therefore CCT need not obtain the vote described in Section 6(a)): (i) approval of an action fixing the compensation of a director as a director or officer; (ii) good faith approval, without unjustified favoritism, of a charitable program of which a director or a director’s Family Member(s) are among the intended beneficiaries; and (iii) a transaction about which an interested director had no actual knowledge involving an amount that does not exceed the lesser of one percent of the gross receipts of CCT for the preceding fiscal year or $100,000.

Section 5.        Procedures for Addressing a Conflict of Interest.  Prior to voting on a contract, transaction or matter in which an actual conflict of interest is found to exist, the Board or Committee will follow the procedures described in this Section 5.

• The Interested Person may make a presentation at the Board or Committee meeting at which such transaction is being considered, 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.
• 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.
• After exercising due diligence, the Board or Committee shall determine whether CCT could 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 whether the transaction or arrangement is in CCT’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the Board shall make its decision as to whether to enter into the transaction or arrangement by the vote described in Section 6.

Section 6.        Vote Required for Approval of Conflict Transaction.

• A self dealing transaction must receive prior approval by a vote of a majority of the directors in office, without counting the vote of any interested director, and with knowledge of the material facts of the transaction and the involved director’s interest.
• A transaction in which an actual conflict of interest exists but is not a self dealing transaction must receive prior approval by a majority vote of the disinterested directors or Committee members present at a meeting at which a quorum is present.

Section 7.        Interlocking Directorships.

Transactions are permittee between corporations having common directors so long as all material facts regarding the transaction and the relevant directorships are known to the respective boards of directors, and the matters are approved in good faith by a vote sufficient without counting the vote of the common director(s).  Such transactions are not self dealing transactions subject to Section 4.

Section 8.        Violations of the Conflict of Interest Policy.

• If the Board has reasonable cause to believe that an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.
• If, after hearing the Interested Person’s response and after making further investigation as warranted by the circumstances, the Board determines the Interested Person 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 Board or Committee meeting convened to consider a transaction subject to the mitigating procedures described in Article III shall contain:

• The names of the Interested Persons who disclosed or whom otherwise were found to have a financial or other interest in connection with an actual or possible conflict of interest, the nature of the financial or other 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.
• 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

Section 1.        A voting member of the Board who receives compensation, directly or indirectly, from CCT for services is precluded from voting on matters pertaining to that member’s compensation.

Section 2.        A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CCT for services is precluded from voting on matters pertaining to that member’s compensation.

Section 3.        No voting member of the Board or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from CCT, either individually or collectively, is prohibited from providing information to any Committee regarding compensation.

ARTICLE VI.           ANNUAL STATEMENTS

Each person subject to this Policy shall annually sign a statement on the conflict of interest disclosure form (“Conflict of Interest Disclosure Form,” attached as Schedule 1) or such other form as the Board adopts, which at a minimum affirms that such person:

• has received a copy of the Policy;
• has read and understands the Policy;
• has agreed to comply with the Policy; and
• understands CCT 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.

In addition, Interested Persons shall make an annual disclosure of on-going relationships and interests that may present a conflict of interest.  Disclosures should address current affiliations, as well as past affiliations for the prior two years.  Conflict of interest disclosure forms will be submitted to the Executive Board annually, and when appropriate, at or prior to action on relevant business transactions.

ARTICLE VII.          periodic reviews

To ensure CCT 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:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and
• Whether partnerships, joint ventures and arrangements with management companies conform to CCT’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, CCT may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the Board of the responsibilities for ensuring periodic reviews are conducted.

Chambersburg Community Theatre, Inc.

Whistleblower Policy (12.7.23)

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that Chambersburg Community Theatre (CCT) can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees, and volunteers to report concerns about suspected violations of law or regulations that govern CCT’s operations.

It is both contrary to the values of CCT and against Federal law 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 CCT. An employee or volunteer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Individuals who wish to report a concern about another individual associated with Chambersburg Community Theatre should bring their complaint immediately to any of the following individuals: (1) Managing Director, (2) President of the Board of Directors, or (3) Vice President of the Board of Directors.

Once an investigation has taken place, immediate and appropriate action will be taken by the Board of Directors.

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