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National Underground Railroad and Freedom Center Proposed Governance/Management Structure The goal is to establish the governance and management structures that best position both the National Underground Railroad and Freedom Center (NURFC) and Cincinnati Museum Center (CMC) for sustained success after the transition. Achieving that sustained success for both organizations – each of which has critical missions, distinctive brands and unique constituencies – will require, as it does in all organizations, clear lines of authority and responsibility. Of particular importance in this transaction is establishing clear authority held by CMC: clear in that CMC must have ultimate fiscal and management authority in order to achieve the efficiencies and other benefits of this transaction and yet “invisible’ because in most situations the exercise of this authority will not be noticeable while providing NURFC a stable platform on which it can thrive. 1. Legal Relationship: CMC would become the sole member of NURFC. 2. Board Duties: The NURFC board will continue in most of its current governance responsibilities. Working with the President/Executive Director as well as the staff of the NURFC, the NURFC board will: a) Strengthen and fulfill the NURFC mission b) Oversee budget development, fundraising, and programming. c) Lead the efforts to obtain financial and other support to deliver the annual fundraising goals agreed to jointly by the NURFC and CMC. d) Enhance the NURFC’s public image locally, nationally and globally. CMC, as NURFC’s Sole Member will retain the ultimate responsibility and authority to approve the actions of the NURFC board. 3. Composition of NURFC Board: NURFC board members and officers would continue to be elected by the NURFC board. The current NURFC committee structure would be maintained. This recognizes that changes should take place over time as organizations continually adapt for improvement. 4. Dual-Board Appointments: Board members from the NURFC board would also serve on CMC’s board. Between two to six NURFC board members (two of which will be the cochairs), will serve on CMC’s board and three CMC board members (the chair, a vice chair and CEO) will serve on the NURFC board. Each dual board member will be a full member of both boards and will fulfill the trustee expectations of each board, including committee service. 5. Cincinnati Museums Foundation: NURFC will be represented on the board of the Cincinnati Museums Foundation, a newly formed 501(c)3 nonprofit corporation created to hold endowment assets. The Foundation holds individually restricted funds for the

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exclusive benefit of the Cincinnati History Museum, Library and Archives; The Cincinnati Museum of Natural History and Science; the Duke Energy Children’s Museum and the National Underground Railroad and Freedom Center. Funds donated for one organization will not benefit another. 6. Branding: Each organization has a distinctive brand. The NURFC has a primarily national focus while CMC’s is primarily regional. To leverage this to the maximum advantage of each, the NURFC and CMC brands will maintain distinct identities. The brand deployment would be a combination of Shared and Invisible brand relationships. 7. NURFC Executive Leadership: The President/Executive Director will manage the NURFC programs & lead its fundraising. This person will be charged with working with the NURFC board co-chairs to implement the mission of the NURFC. They will be responsible to support the board and manage it successfully. They will also attend the CMC board meetings assisting the NURFC co-chairs in the communication between the organizations. This person will report directly to CMC’s CEO and under the same structure as others reporting to the CMC CEO. 8.

Consolidated Management: There will be a single head within the Corporation for all staff functions, including finance, administration, purchasing, facilities, retail, human resources, legal and marketing etc. Both organizations remain committed to equal opportunity and diversity; reflected by an inclusive and diverse work force, as well as inclusive and diverse vendors.

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Governance principles