Code of regulations

AMENDED AND RESTATED CODE OF REGULATIONS OF THE

NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC. AN OHIO NONPROFIT CORPORATION

ADOPTED AND EFFECTIVE FEBRUARY 14, 2012 Cincinnati, Ohio United States of America

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AMENDED AND RESTATED CODE OF REGULATIONS OF THE NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC.

TABLE OF CONTENTS ARTICLE I Mission, Vision, Values and Location ............................................................ 1 Section 1.1 Mission and Vision................................................................................ 1 Section 1.2 Values .................................................................................................. 2 Section 1.3 Location ................................................................................................ 2 ARTICLE II Member ........................................................................................................ 2 Section 2.1 Member ................................................................................................ 2 Section 2.2 Supporters ............................................................................................ 2 ARTICLE III Board of Directors ....................................................................................... 2 Section 3.1 Powers and Duties ............................................................................... 2 Section 3.2 Categories of Directors ......................................................................... 3 Section 3.2.1 Section 3.2.2

Directors .................................................................................... 3 Directors Emeriti ........................................................................ 3

Section 3.3 Number of Directors ............................................................................. 3 Section 3.4 Term of Office. ...................................................................................... 4 Section 3.4.1

Three-Year Term ....................................................................... 4

Section 3.5 Election of Directors ............................................................................. 4 Section 3.5.1 Section 3.5.2 Section 3.5.3 Section 3.5.4 Section 3.5.5 Section 3.5.6 {W1064678.1}

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Procedure .................................................................................. 4 Qualifications of Directors .......................................................... 4 Eligibility for Re-Election ............................................................ 4 Ex Officio Director: The Executive Director ................................ 4 Ex Officio Directors: The Immediate Past Presiding CoChair and The Immediate Past Co-Chair ................................... 4 Ex Officio Directors: Chair or Co-Chairs of the Community Advisory Council. .................................................... 4 i

Section 3.5.7

Ex Officio Directors: Honorary Co-Chairs .................................. 5

Section 3.6 Removal, Resignation, and Suspension ............................................... 5 Section 3.6.1 Section 3.6.2 Section 3.6.3

Three-Quarters Vote .................................................................. 5 Resignation ................................................................................ 5 Suspension ................................................................................ 5

Section 3.7 Vacancies ............................................................................................. 5 Section 3.7.1

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Section 3.8 Meetings. .............................................................................................. 5 Section 3.8.1 Section 3.8.2 Section 3.8.3

Annual Meeting .......................................................................... 5 Regular Meetings....................................................................... 5 Special Meetings ....................................................................... 6

Section 3.9 Notice of Meetings of the Board of Directors ........................................ 6 Section 3.10 Quorum and Voting. ............................................................................. 6 Section 3.10.1 Section 3.10.2 Section 3.10.3

Directors then in Office .............................................................. 6 Majority Vote .............................................................................. 6 No Mail or Proxy Vote ................................................................ 7

Section 3.11 Adjournment ......................................................................................... 7 Section 3.12 Action Without A Meeting ..................................................................... 7 Section 3.13 Attendance in Person or by Telecommunications ................................ 7 ARTICLE IV Officers ....................................................................................................... 7 Section 4.1 Elected and Appointed Officers: Powers and Duties ........................... 7 Section 4.1.1 Section 4.1.2

Election and Appointment of Officers......................................... 7 Terms of Office .......................................................................... 7

Section 4.2 Presiding Co-Chair ............................................................................... 8 Section 4.3 Co-Chair ............................................................................................... 8 Section 4.4 Executive Director ................................................................................ 8 Section 4.5 Secretary .............................................................................................. 8 Section 4.6 Treasurer .............................................................................................. 9 Section 4.7.1 Section 4.7.2

Vacancies .................................................................................. 9 Removal .................................................................................... 9

ARTICLE V Committees and Councils ............................................................................ 9 Section 5.1 Authority ............................................................................................... 9 Section 5.2 Executive Committee............................................................................ 9 {W1064678.1}

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Section 5.2.1 Section 5.2.2 Section 5.2.3

Composition ............................................................................. 10 Authority .................................................................................. 10 Duties ...................................................................................... 10

Section 5.3 Finance Committee ............................................................................ 10 Section 5.3.1 Section 5.3.2 Section 5.3.3

Composition ............................................................................. 10 Authority .................................................................................. 10 Duties ...................................................................................... 10

Section 5.4 Development Committee .................................................................... 10 Section 5.4.1 Section 5.4.2 Section 5.4.3

Composition ............................................................................. 11 Authority .................................................................................. 11 Duties ...................................................................................... 11

Section 5.5 Audit Committee ................................................................................. 11 Section 5.5.1 Section 5.5.2 Section 5.5.3

Composition ............................................................................. 11 Authority .................................................................................. 11 Duties ...................................................................................... 11

Section 5.6 Governance Committee...................................................................... 11 Section 5.6.1 Section 5.6.2 Section 5.6.3

Composition ............................................................................. 12 Authority .................................................................................. 12 Duties ...................................................................................... 12

Section 5.7 Programs Committee.......................................................................... 12 Section 5.7.1 Section 5.7.2 Section 5.7.3

Composition ............................................................................. 12 Authority .................................................................................. 12 Duties ...................................................................................... 12

Section 5.8 Other Committees .............................................................................. 12 Section 5.9 Councils.............................................................................................. 12 Section 5.10 Academic Advisory Council ................................................................ 12 Section 5.10.1 Section 5.10.2 Section 5.10.3

Composition ............................................................................. 13 Authority .................................................................................. 13 Duties ...................................................................................... 13

Section 5.11 Community Advisory Council.............................................................. 13 Section 5.11.1 Section 5.11.2 Section 5.11.3

Composition ............................................................................. 13 Authority .................................................................................. 13 Duties ...................................................................................... 13

Section 5.12 National Advisory Council................................................................... 13 Section 5.12.1 Section 5.12.2 {W1064678.1}

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Composition ............................................................................. 13 Authority .................................................................................. 13 iii

Section 5.12.3

Duties ...................................................................................... 14

Section 5.13 Public Affairs Council.......................................................................... 14 Section 5.13.1 Section 5.13.2 Section 5.13.3

Composition ............................................................................. 14 Authority .................................................................................. 14 Duties ...................................................................................... 14

Section 5.14 Quorum .............................................................................................. 14 Section 5.15 Notice of Meetings of Committees and Councils ................................ 14 Section 5.16 Attendance in Person or by Telecommunications .............................. 15 ARTICLE VI Fiscal Year ................................................................................................ 15 ARTICLE VII Miscellaneous .......................................................................................... 15 Section 7.1 Corporate seal .................................................................................... 15 Section 7.2 Amendments ...................................................................................... 15 Section 7.3 Indemnification. .................................................................................. 15 Section 7.3.1 Section 7.3.2 Section 7.3.3

Full Extent of the Law .............................................................. 15 Retroactive............................................................................... 16 Fiduciary and Liability Insurance.............................................. 16

Section 7.4 Authority to Borrow, Encumber Assets, Enter Contracts .................... 16 Section 7.5 Deposit of Funds ................................................................................ 16 Section 7.6 Conflicts of Interest ............................................................................. 16 Section 7.6.1 Section 7.6.2 Section 7.6.3

Gifts ......................................................................................... 16 Interests ................................................................................... 17 Disclosure ................................................................................ 17

Section 7.7 Continuation of All Terms of Office ..................................................... 18

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AMENDED AND RESTATED CODE OF REGULATIONS OF THE NATIONAL UNDERGROUND RAILROAD FREEDOM CENTER, INC. Preamble The National Underground Railroad Freedom Center, Inc. (the "Freedom Center") is an Ohio nonprofit, member corporation, founded in 1995 and established under Chapter 1702 of the Ohio Revised Code. To embark on a community initiative that creates opportunities for a vibrant, sustainable future driven by a powerful and unifying vision of two iconic organizations, the Cincinnati Museum Center, an Ohio nonprofit corporation (“Member”) became the sole member of the Freedom Center, with such membership rights as are set forth in these Amended and Restated Code of Regulations (“Regulations”) and Chapter 1702 of the Ohio Revised Code, including but not limited to, fiscal and management oversight. The charitable and educational mission of the Freedom Center is to reveal stories about freedom’s heroes, from the era of the Underground Railroad to contemporary times, challenging and inspiring everyone to take courageous steps for freedom today. The goal of the initiative is to further this mission by: achieving greater financial strength; increasing efficiencies; creating new national and international opportunities; and protecting each organization’s distinct mission. These Regulations are intended to reflect and incorporate the Governance Principles, attached hereto as Appendix A, which served as the foundation document for the governing boards of the Freedom Center and the Member to agree to proceed with this initiative.

ARTICLE I Mission, Vision, Values and Location Section 1.1 Mission and Vision. The principal purpose of the Freedom Center, among other purposes, shall be consistent with the Articles of Incorporation and shall be to bring to life the inspiring, heroic stories of courage, cooperation and perseverance in the pursuit of freedom, especially from the history of the Underground Railroad. The Freedom Center shall provide forums for inclusive dialogue and encourage every individual to take a journey that advances freedom and personal growth. The Freedom Center shall serve as a beacon welcoming everyone to celebrate the ongoing quest for freedom. The Freedom Center seeks to inspire and empower an ever-growing force of freedom seekers and modern-day “freedom conductors” who respect human dignity, engage in honest and open dialogue and act with courage to support the long journey to freedom for all people. {W1064678.1}

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Section 1.2 Values. The Freedom Center seeks to promote the following core values: (1) inspiration; (2) courage; (3) innovation; (4) respect; (5) integrity; (6) cooperation; and (7) excellence.

Section 1.3 Location. The principal office of the Freedom Center at which its general business shall be transacted and where the records of the Freedom Center shall be kept shall be determined by the Board of Directors. Until otherwise determined by the Board of Directors, the principal office shall be located at 50 East Freedom Center Way, Cincinnati, Ohio 45202. The Freedom Center also may have offices at such other locations within or without the State of Ohio as the Board of Directors may determine.

ARTICLE II Member Section 2.1 Member. The sole Member of the Freedom Center shall be Cincinnati Museum Center, which shall have all rights and privileges of a member of a nonprofit corporation as set forth in these Regulations and Chapter 1702 of the Ohio Revised Code.

Section 2.2 Supporters. The Freedom Center may accept persons as duespaying members or other supporters of the Freedom Center or of any auxiliary organization, committee or council of the Freedom Center pursuant to requirements or policies that may be established by the Board of Directors. Such dues-paying members or other supporters of the Freedom Center shall have only such rights and privileges as may be determined by the Board of Directors but shall not have the rights and privileges of the Member as provided in Section 1702 of the Ohio Revised Code, except as otherwise provided by these Regulations.

ARTICLE III Board of Directors Section 3.1 Powers and Duties. The governance, leadership, authority and direction of the affairs of the Freedom Center shall be vested in the Board of Directors, who shall, subject to the rights of the Member as defined in Section 2.1 of these Regulations, have authority and control over the governance of the Freedom Center, provide leadership, manage fundraising and monitor expenditures necessary or reasonable to carry out the purposes of the Freedom Center. In governing and leading the Freedom Center, the Board of Directors shall support the management and operations conducted by the employees and staff. Directors are expected to attend Board of Directors meetings and to serve on at least one committee. The Board of Directors shall act on matters of policy, vote on election to, suspensions of, and {W1064678.1}

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dismissals from membership on the Board of Directors approve the annual budget to be adopted by the Member and perform such other duties as they may prescribe.

The Board of Directors shall have these eight primary governance responsibilities: 1.

Determine the Freedom Center’s mission, vision and values.

2.

Be of counsel to the CEO of the Member in the selection and review of the Executive Director.

3.

Support the Executive Director and assist the CEO of the Member in annually assessing the Executive Director’s performance.

4.

Ensure effective governance, leadership and organizational planning in accomplishing the Freedom Center’s mission, vision and values.

5.

Obtain adequate financial, intellectual and other resources.

6.

Govern financial and other resources effectively.

7.

Enhance the Freedom Center’s public image locally, nationally and globally.

8.

Ensure ethical behavior, legal and financial integrity and proper accountability.

Section 3.2 Categories of Directors.

Section 3.2.1 Directors. Directors shall be entitled to attend and to vote at all meetings of the Board of Directors, and they shall have the fiduciary responsibility for leading the Freedom Center.

Section 3.2.2 Directors Emeriti. There may be a category of Directors Emeriti who shall not be voting Directors as provided in Section 1702.01 (G), (H) or (K) of the Ohio Revised Code. The Board of Directors may at any time elect any number of Directors Emeriti from among those former Directors who have (1) ordinarily completed at least six (6) years of service as Directors, (2) demonstrated long-term exemplary commitment and service to the Freedom Center, and (3) otherwise have met the qualifications established by the Board of Directors. Directors Emeriti shall have such privileges and terms of office as are granted by the Board of Directors.

Section 3.3 Number of Directors. The number of Directors shall be not less than three (3) or more than forty (40) persons and the Member shall set the number of Directors. {W1064678.1}

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Section 3.4 Term of Office.

Section 3.4.1 Three-Year Term. The Directors shall serve for regular terms of three (3) years commencing at the conclusion of the annual meeting at which the Directors are elected and ending at the conclusion of the third annual meeting thereafter. No person shall serve as a Director for more than three (3) consecutive regular three-year terms. A Director who is ineligible for re-election as provided in this section may be elected to a new term as a Director to commence no sooner than 365 days following the date on which such Director’s previous term ended.

Section 3.5 Election of Directors.

Section 3.5.1 Procedure. The Directors shall be elected at the annual meeting or at a regular or special meeting called for such purpose, unless otherwise provided by these Regulations. Notice of any vote to elect Directors shall be included in the notice of the meeting at which any vote is to be taken on the election of Directors.

Section 3.5.2 Qualifications of Directors. The persons who are elected as Directors shall have a demonstrated interest in and commitment to the mission, vision, and values of the Freedom Center. The Board of Directors may establish additional criteria for membership on the Board of Directors.

Section 3.5.3 Eligibility for Re-Election. A Director shall not be eligible for re-election as a Director unless the Director has attended at least one-half of all of the meetings the Board of Directors held during such Director's prior term and has served on at least one committee of the Freedom Center; provided, however, that the Board of Directors may waive this requirement by vote at any meeting of the Board of Directors.

Section 3.5.4 Ex Officio Director: The Executive Director. The Executive Director shall serve as a nonvoting Director during his or her term in office.

Section 3.5.5 Ex Officio Directors: The Immediate Past Presiding Co-Chair and The Immediate Past Co-Chair. The Immediate Past Presiding Co-Chair and the Immediate Past Co-Chair of the Board of Directors shall serve as voting Directors for a term commencing at the conclusion of the annual meeting at which they have completed their service as Presiding Co-Chair or Co-Chair and ending at the conclusion of the first annual meeting thereafter.

Section 3.5.6 Ex Officio Directors: Chair or Co-Chairs of the Community Advisory Council. The Chair or two Co-Chairs of the Community Advisory Council shall serve as voting Directors for a term or terms commending at the conclusion of the meeting at which they are elected and ending when service as Chair or Co-Chair of the Community Advisory Council is completed. {W1064678.1}

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Section 3.5.7 Ex Officio Directors: Honorary Co-Chairs. There may be a category of Honorary Co-Chairs of the Board of Directors who may or may not be voting members of the Board of Directors, which status shall be determined by the Board at the time of appointment.

Section 3.6 Removal, Resignation, and Suspension.

Section 3.6.1 Three-Quarters Vote. Any Director may be removed, with or without cause, upon a three-quarters vote of the total number of voting Directors then in office at any annual, regular, or special meeting of the Board of Directors called for that purpose.

Section 3.6.2 Resignation. A Director may resign at any time upon notice to the Presiding Co-Chair or Co-Chair. A Director who has failed to attend at least four out of any previous eight meetings of the Board of Directors at any time shall be deemed immediately to have resigned from and vacated the Board of Directors, without further notice required by the Freedom Center or by the Director; provided, however, that the Board of Directors may waive this attendance requirement and reinstate such Director by vote at any meeting of the Board of Directors.

Section 3.6.3 Suspension. A Director may be suspended for not more than ninety (90) days, with or without cause, but not removed, by the Presiding Co-Chair, the Executive Committee, or the Board of Directors until the question of removal from office can be determined by the Board of Directors at a meeting called for that purpose. Not more than three Directors may be suspended at any one time.

Section 3.7 Vacancies. In the event any vacancy exists in the Board of Directors, the Board of Directors at any annual, regular, or special meeting of the Board of Directors may fill such vacancy by election to any unexpired or open full term in accordance with Section 3.5.

Section 3.7.1 Section 3.8 Meetings.

Section 3.8.1 Annual Meeting. The annual meeting of the Board of Directors for the transaction of any business that may properly come before the meeting may be held at such time and at the principal location of the Freedom Center or at such other place, within or without the State of Ohio, as the Member may determine.

Section 3.8.2 Regular Meetings. Regular meetings of the Board of Directors may be established by the Presiding Co-Chair. Such meetings may be held at such time and at the principal location of the Freedom Center or at such other place, within or without the State of Ohio, as the Presiding Co-Chair or Member may {W1064678.1}

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determine. The Board of Directors shall meet four times each year, one of which shall be the annual meeting, or more often as the Presiding Co-Chair may determine.

Section 3.8.3 Special Meetings. Special meetings of the Board of Directors may be called at any time (a) by the Presiding Co-Chair, (b) by the Co-Chair, (c) by the Member’s Chief Executive Officer, (d) by the Executive Committee, (e) by a majority of the Board of Directors. Any person or persons entitled to call a special meeting of the Board of Directors may make a written request to the Presiding CoChair, to the Co-Chair, or to the Member’s Chief Executive Officer to call the meeting, and such person shall promptly instruct the Secretary to give notice of the meeting, setting forth the time, place and purpose thereof unless notice is waived. If the Secretary fails promptly to give notice of the meeting, the person or persons who requested the meeting may fix the time and place of the meeting, at the principal location of the Freedom Center or at such other place, within or without the State of Ohio, as the notice may provide, subject to the approval of the Board of Directors.

Section 3.9 Notice of Meetings of the Board of Directors. Written notice of any annual, regular or special meeting of the Board of Directors stating the time and place thereof shall be sent by telegram, telecopy or electronic mail transmission or by United States mail, express mail or courier service, with postage or fees prepaid, not less than five (5) days, excluding the day that notice is sent and including the day of the meeting.

Notice shall be sufficient if it is contained in a regular publication sent to the Directors, and notice sent to any Director shall constitute notice to all other Directors who are residents of the same household and who have the same address in the Freedom Center’s records. Notices shall be sent to each Director at such Director’s address according to the records of the Freedom Center, unless notice is waived in writing or by presence at the meeting. It is not requisite to the validity of any meeting of the Board of Directors that notice of such meeting shall have been given to any Director who is present for any part of the meeting or who, if absent, has waived notice thereof in writing before, during or after the holding of such meeting. All meetings of the Board of Directors are open to such persons invited by the Presiding Co-Chair, subject to the approval of the Board of Directors.

Section 3.10 Quorum and Voting.

Section 3.10.1 Directors then in Office. One-half of the total number of members of the Board of Directors then serving in office shall constitute a quorum at any meeting. If a quorum is present at the beginning of a meeting, the entire meeting shall be lawful until its conclusion even if Directors leave the meeting and less than the defined quorum remain.

Section 3.10.2 Majority Vote. Unless otherwise provided by these Regulations, a majority vote of the Directors present at any meeting, if there be a quorum, shall be sufficient to transact any business. Voting shall be by general voice vote or counting of votes. {W1064678.1} 6 2050053vv2

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Section 3.10.3 No Mail or Proxy Vote. A Director shall not vote by mail or by proxy at a meeting of the Board of Directors.

Section 3.11 Adjournment. The Presiding Co-Chair or any other Director, who is chairing any meeting of the Board of Directors, whether or not a quorum is present, may adjourn such meeting, unless otherwise determined by the Board of Directors.

When a meeting is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken, unless otherwise determined by the Board of Directors.

Section 3.12 Action Without A Meeting. Any action that may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting when authorized in a written action signed by all of the Directors.

Section 3.13 Attendance in Person or by Telecommunications. A Director may participate in a meeting of the Board of Directors by attendance in person or by any means of communication through which the Director, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.

ARTICLE IV Officers Section 4.1 Elected and Appointed Officers: Powers and Duties.

Section 4.1.1 Election and Appointment of Officers. The five required Officers of the Freedom Center shall be the (1) Presiding Co-Chair; (2) CoChair (3) Executive Director; (4) Secretary; and (5) Treasurer.

Section 4.1.1.1 Elected Officers. The Board of Directors elects the Presiding Co-Chair, Co-Chair, and Secretary, who shall be voting Directors. The Board of Directors may also elect not more than two Vice-Chairs, who shall also be voting Directors. The elected Officers shall be elected or re-elected at the annual meeting of the Board of Directors, or at any regular or special meeting called for such purpose.

Section 4.1.1.2. Appointed Officers. The CEO of the Member shall appoint the CFO of the Member to serve as Treasurer, who shall be a voting Director.

The Executive Director is appointed by the CEO of the Member, in consultation with the search committee and the Freedom Center Board.

Section 4.1.2 Terms of Office. Officers shall serve for terms of one (1) year and until their respective successors are elected or appointed, and qualified. {W1064678.1} 7 2050053vv2

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An elected Officer may be re-elected to not more than two (2) consecutive additional terms in the same office. Any Director, including but not limited to a person who is completing or has completed a term as a regularly-elected Director or as another elected Officer, may be elected to serve as an elected Officer. The Treasurer need not be a Director.

Section 4.2 Presiding Co-Chair. The Presiding Co-Chair shall be primarily responsible for leading and governing the Freedom Center and for arranging for the management and operation of the Freedom Center, particularly by the Executive Director. The Presiding Co-Chair shall preside at all meetings of the Board of Directors and of the Executive Committee. The Presiding Co-Chair shall supervise the carrying out of the policies and resolutions adopted by the Board. The Presiding Co-Chair shall have such powers generally conferred upon a Presiding Co-Chair and as the Board of Directors may prescribe. The Presiding Co-Chair shall appoint all committees and councils and their chairs, subject to the approval of the Board of Directors. The Presiding Co-Chair shall cast the deciding vote only in case of a tie at meetings of the Board of Directors and of the Executive Committee. The Presiding Co-Chair shall present an annual written report to the Freedom Center at the annual meeting, which report shall be maintained in the permanent records of the Freedom Center. The Presiding Co-Chair shall be an ex officio member of all committees and councils but is not required to attend committee or council meetings.

Section 4.3 Co-Chair. The Co-Chair shall have such powers and perform such duties as the Presiding Co-Chair, subject to the approval of the Board of Directors, may prescribe. During the absence or disability of the Presiding Co-Chair, the Co-Chair shall perform the duties of the Presiding Co-Chair. The Co-Chair shall be an ex officio member of all committees and councils but is not required to attend committee or council meetings.

Section 4.4 Executive Director. The Executive Director will manage the Freedom Center’s programs and lead its fund-raising. He or she will work with the Presiding Co-Chair and Co-Chair to implement the mission of the Freedom Center. The Executive Director will be responsible to support the Board of Directors and manage it successfully. He or she will also attend the meetings of the governing board of the Member, assisting the Presiding Co-Chair and Co-Chair in the communication between the organizations. The Executive Director will report directly to the CEO of the Member.

Section 4.5 Secretary. The Secretary shall take and keep or supervise the taking and keeping of accurate written minutes of all meetings of the Board of Directors and the Executive Committee. The Secretary shall present the minutes of all meetings of the Board of Directors to the Board for its review and approval and shall present the minutes of the Executive Committee, after their approval by the Executive Committee, to the Board of Directors for its information. The Secretary shall supervise the custody of the records and documents of the Freedom Center. The Secretary shall supervise the maintenance of proper records of all transactions of the Freedom Center. During {W1064678.1} 8 2050053vv2

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the absence or disability of the Presiding Co-Chair and the Co- Chair, the Secretary shall preside at meetings of the Board of Directors. The Secretary shall supervise the keeping of the records of membership on the Board of Directors and of terms of office.

The Secretary shall have and may exercise any and all other powers and duties provided by law, regulation or practice for the office of Secretary or provided by these Regulations. The Secretary shall also perform such other duties as the Presiding CoChair, subject to the approval of the Board of Directors, may prescribe.

Section 4.6 Treasurer. The Treasurer shall supervise the keeping of monies, assets and liabilities of the Freedom Center. The CFO of the Member shall serve as Treasurer. The Treasurer shall present to the Board of Directors at the annual meeting an annual written report as Treasurer of the Freedom Center, shall present to the Board of Directors financial reports at least quarter-annually, and shall make such other reports to the Presiding Co-Chair or the Board of Directors as it may require.

Section 4.7 Officers: Additional Powers. Any Officer of the Freedom Center, in addition to the powers specified in these Regulations, shall have such powers and duties as the Board of Directors may prescribe from time to time.

Section 4.7.1 Vacancies. The Board of Directors may fill any vacancy of an elected Officer at any time.

Section 4.7.2 Removal. An elected Officer may be removed in accordance with Section 3.6, subject to the approval of the Member.

ARTICLE V Committees and Councils Section 5.1 Authority. Each committee of the Board of Directors shall have such composition, authority and duties as are assigned to it by the Co-Chairs, subject to the approval of the Board of Directors. Except as set forth herein, the Co-Chairs presiding shall appoint committee chairs and committee members, subject to the approval of the Board of Directors. All committees shall be subject to the control and direction of and shall report to the Board of Directors. Except with respect to the Finance Committee, committee chairs shall be Directors. Committee members, except as otherwise provided in these Regulations or directed by the Co-Chairs, need not be Directors. Council chairs need not be Directors. All persons serving on committees shall have the right to vote. All committee and council members shall be appointed by the Presiding Co-Chair only after nomination by the Governance Committee and approval by the Board of Directors.

Section 5.2 Executive Committee. The Executive Committee shall be established in accordance with this Section. {W1064678.1}

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Section 5.2.1 Composition. The Executive Committee shall be composed of the Presiding Co-Chair, Co-Chair, any Vice-Chair, Secretary, Treasurer, the Member’s Board Chair and the Member’s Chief Executive Officer and such other Director or Directors appointed by the Presiding Co-Chair and approved by the Board of Directors. All members of the Executive Committee shall be Directors.

Section 5.2.2 Authority. The Executive Committee shall have and may exercise all of the authority, powers and duties of the Board of Directors as permitted by law in the intervals between meetings of the Board of Directors and shall be subject to the control and direction of the Board of Directors. The Executive Committee shall meet as often as the Presiding Co-Chair may determine or at the request of three members of the Executive Committee.

Section 5.2.3 Duties. The Executive Committee, in consultation with the Member’s CEO, shall annually review and approve the performance objectives of the Executive Director.

Section 5.3 Finance Committee. The Finance Committee shall be established in accordance with this Section.

Section 5.3.1 Composition. The Finance Committee shall be composed of the Treasurer and a minimum of two Directors and such other persons appointed by the Presiding Co-Chair and approved by the Board of Directors.

Section 5.3.2 Authority. The Finance Committee shall have the authority assigned to it by the Presiding Co-Chair, subject to the approval of the Board of Directors.

Section 5.3.3 Duties. The Finance Committee shall communicate regularly with the Presiding Co-Chair, the Executive Director and the Board of Directors on the budget, and fiscal operations of the Freedom Center. The Finance Committee, with the assistance of the Executive Director, Freedom Center staff, and the Treasurer shall prepare and recommend to the Board of Directors for its approval an annual budget. The Finance Committee shall also monitor budgetary operations to assure the Freedom Center remains solvent; shall assist the Treasurer in submitting regular financial reports to the Board of Directors at least quarterly; and shall adequately inform the Board of Directors about the Freedom Center’s financial condition through reports and other reliable means. The procedure for approving any proposed expenditure not previously approved and provided for in the annual budget shall be agreed to by the Executive Director and the Treasurer, and approved by the CEO of the Member.

Section 5.4 Development Committee. The Development Committee shall be established in accordance with this Section.

{W1064678.1}

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Section 5.4.1 Composition. The Development Committee shall be composed of a minimum of three Directors and such other persons appointed by the Board of Directors.

Section 5.4.2 Authority. The Development Committee shall have the authority assigned to it by the Board of Directors.

Section 5.4.3 Duties. The Development Committee shall assist the Executive Director, the Board of Directors, the Chief Development Officer and the Freedom Center’s development staff in the solicitation of gifts and grants and in other activities in connection with obtaining the annual private fund-raising goals. The Development Committee also shall (1) create within the Board a deep awareness of the importance of private giving; (2) advise the Executive Director and Chief Development Officer on the priority, timing and direction of funding strategies; and (3) approve fundraising goals for the Freedom Center’s functions responsible for Corporate Support, Foundations, Major Gifts, Annual Gifts, Membership and Endowment and Planned Giving. Each member of the Development Committee shall (1) annually identify, cultivate and refer at least three persons or institutions to the Freedom Center for personal engagement and philanthropic commitment; (2) make an annual gift that reflects the committee member’s personal passion for the Freedom Center’s Mission and Vision; and (3) encourage all other Board members to follow the example set by the Development Committee.

Section 5.5 Audit Committee. The Audit Committee shall be established in accordance with this Section.

Section 5.5.1 Composition. The Audit Committee shall be composed of the Finance Committee chair, Treasurer and the Member’s Finance and Audit Committee.

Section 5.5.2 Authority. The Audit Committee shall have the authority assigned per these Regulations.

Section 5.5.3 Duties. The Audit Committee shall provide for the annual review of the books and accounts of the Freedom Center and recommend the independent auditor to be retained by the Member; shall maintain ongoing communication with the independent auditor to assure that they maintain their independence; shall assure compliance with legal and regulatory requirements and approve the auditor’s fees; shall assure that published reports and audits are accurate, and properly reflect operating results and the financial condition of the Freedom Center; and shall make published reports and annual audits reasonably available to the public.

Section 5.6 Governance Committee. The Governance Committee shall be established in accordance with this Section. {W1064678.1}

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Section 5.6.1 Composition. The Governance Committee shall be composed of a minimum of three Directors. All members of the Governance Committee shall be Directors.

Section 5.6.2 Authority. The Governance Committee shall have the authority assigned to it by the Board of Directors.

Section 5.6.3 Duties. The Governance Committee shall nominate persons to be elected as Directors, Officers and Directors Emeriti by the Board of Directors at the annual meeting or at other times; shall nominate persons for appointment as committee or council members; and shall provide for the education, training, performance and development of the Board of Directors and for oversight and improvement of its governance, including the Code of Regulations.

Section 5.7 Programs Committee. The Programs Committee shall be established in accordance with this Section.

Section 5.7.1 Composition. The Programs Committee shall be composed of a minimum of three Directors and such other persons appointed by the Presiding Co-Chair and approved by the Board of Directors.

Section 5.7.2 Authority. The Programs Committee shall have the authority assigned to it by the Presiding Co-Chair, subject to the approval of the Board of Directors.

Section 5.7.3 Duties. The Programs Committee shall advise the Freedom Center staff in developing exhibitions, public programs and educational activities to ensure a programming strategy that supports and expands the mission, vision, values and integrity of the Freedom Center; and shall work with the Development Committee and the Freedom Center staff to provide a coherent strategy so that the Freedom Center will be a knowledge leader on freedom issues worldwide, especially in Underground Railroad history.

Section 5.8 Other Committees. The Board of Directors may establish such other committees having such composition, authority and duties as may be approved by the Board of Directors.

Section 5.9 Councils. The Board of Directors may establish one or more councils. The councils shall be in addition to and separate from the Board of Directors, and shall have such composition, authority and duties as may be approved by the Board of Directors. The Board of Directors may appoint a Director to serve as a member of and liaison to any council. These councils may include the following: Section 5.10 Academic Advisory Council. The Academic Advisory Council shall be established in accordance with this Section. {W1064678.1}

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Section 5.10.1 Composition. The Academic Advisory Council shall be composed of persons appointed by the Presiding Co-Chair and approved by the Board of Directors. Such persons shall have special expertise and commitment related to the mission, vision and values of the Freedom Center.

Section 5.10.2 Authority. The Academic Advisory Council shall have the authority assigned to it by the Presiding Co-Chair, subject to the approval of the Board of Directors.

Section 5.10.3 Duties. The Academic Advisory Council shall develop a charter of council, subject to the approval of the Board of Directors; shall provide advice regarding scholarship and exhibition development; and shall ensure the intellectual integrity of the Freedom Center’s programs.

Section 5.11 Community Advisory Council. The Community Advisory Council shall be established in accordance with this Section.

Section 5.11.1 Composition. The Community Advisory Council shall be composed of persons appointed by the Presiding Co-Chair and approved by the Board of Directors. Such persons shall have special expertise and commitment related to the mission, vision and values of the Freedom Center.

Section 5.11.2 Authority. The Community Advisory Council shall have the authority assigned to it by the Presiding Co-Chair, subject to the approval of the Board of Directors.

Section 5.11.3 Duties. The Community Advisory Council shall develop a charter of council, subject to the approval of the Board of Directors; shall develop and recommend policies and strategies to enhance the Freedom Center’s relations with communities that are important to its operation; and shall provide assistance to community efforts that expand the Freedom Center’s mission, vision and values on a national, local and neighborhood level.

Section 5.12 National Advisory Council. The National Advisory Council shall be established in accordance with this Section.

Section 5.12.1 Composition. The National Advisory Council shall be composed of persons appointed by the Presiding Co-Chair and approved by the Board of Directors. Such persons shall be of national or international prominence who can support the Freedom Center with leadership, advice, generosity or recommendations regarding the Freedom Center’s mission, vision and values.

Section 5.12.2 Authority. The National Advisory Council shall have the authority assigned to it by the Presiding Co-Chair, subject to the approval of the Board of Directors. {W1064678.1}

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Section 5.12.3 Duties. The National Advisory Council shall develop a charter of council, subject to the approval of the Board of Directors; and shall promote the Freedom Center, its mission, vision and values locally, nationally and globally.

Section 5.13 Public Affairs Council. The Public Affairs Council shall be established in accordance with this Section.

Section 5.13.1 Composition. The Public Affairs Council shall be composed of persons appointed by the Presiding Co-Chair and approved by the Board of Directors. Such persons shall have special expertise in public and media relations, marketing or similar areas of expertise; and shall have commitment related to the mission, vision and values of the Freedom Center.

Section 5.13.2 Authority. The Public Affairs Council shall have the authority assigned to it by the Presiding Co-Chair, subject to the approval of the Board of Directors.

Section 5.13.3 Duties. The Public Affairs Council shall develop a charter of council, subject to the approval of the Board of Directors; shall provide advice regarding the media, marketing and public relations activities of the Freedom Center; and shall assist the Freedom Center in maintaining a vital local, national and global image and public awareness aimed at maximizing support, interest and attendance by the Freedom Center’s constituents and supporters worldwide.

Section 5.14 Quorum. The committee members present at a committee meeting, including at least one member of the Board of Directors, shall constitute a quorum. The council members present at a council meeting shall constitute a quorum.

Section 5.15 Notice of Meetings of Committees and Councils. Written notice of any committee or council meeting stating the time and place thereof shall be sent by telegram, telecopy or electronic mail transmission or by United States Mail, express mail or courier service, with postage or fees prepaid, not less than five (5) days before the meeting, excluding the day that notice is sent and including the day of the meeting.

Notice shall be sufficient if it is contained in a regular publication sent to the committee or council members and notice sent to any committee or council member shall constitute notice to all other committee or council members who are residents of the same household and who have the same address in the Freedom Center’s records.

Notices shall be sent to each committee or council member at his or her address according to the records of the Freedom Center, unless notice is waived in writing or by presence at the meeting. One notice may be given for any number of scheduled meetings. It is not requisite to the validity of any committee or council meeting that notice of such meeting shall have been given to any committee or council member who is present or who, if absent, has waived notice thereof before, during or after such meeting. All meetings of committees or councils are open to all committee or council members and such other persons invited by the chair. {W1064678.1}

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Section 5.16 Attendance in Person or by Telecommunications. A member of a committee or council may participate in a meeting of the committee or council by attendance in person or by any means of communication through which the committee or council member, other persons so participating and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.

ARTICLE VI Fiscal Year The fiscal year of the Freedom Center shall begin July 1 and end on June 30.

ARTICLE VII Miscellaneous Section 7.1 Corporate seal. The Freedom Center is not required to have a seal.

Section 7.2 Amendments. The Freedom Center's Articles of Incorporation and these Regulations may be amended, repealed or restated, in a manner that is consistent with the Preamble of these Regulations, at any time by the Member.

Section 7.3 Indemnification.

Section 7.3.1 Full Extent of the Law. The Freedom Center shall indemnify, to the full extent permitted by any applicable law, each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including a proceeding by or in the right of the Freedom Center, by reason of the former or present capacity of the person as (1) a Director, Officer, employee, volunteer, agent or member of a committee or council of the Freedom Center or, (2) a director, trustee, officer, partner, employee, volunteer, agent or member of a committee of another organization or employee benefit plan, who while a Director, Officer, employee, volunteer, agent or member of a committee or council of the Freedom Center, is or was serving the other organization at the request of the Freedom Center or whose duties as a Director, Officer, employee, volunteer, agent or member of a committee or council of the {W1064678.1}

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Freedom Center involve or involved such service to the other organization, against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements and reasonable attorneys' fees and disbursements, incurred by the person in connection with the proceeding.

Section 7.3.2 Retroactive. Indemnification provided by this section shall continue as to a person who has ceased to be a Director, Officer, employee, volunteer, agent or committee or council member, shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section.

Any indemnification realized other than under this section shall apply as a credit against any indemnification provided by this section.

Section 7.3.3 Fiduciary and Liability Insurance. The Freedom Center shall purchase and maintain a reasonably sufficient level of insurance on behalf of any person who is or was a Director, Officer, employee, volunteer, agent or member of a committee or council of the Freedom Center against any liability asserted against such person and incurred by such person in any such capacity.

Section 7.4 Authority to Borrow, Encumber Assets, Enter Contracts. No person shall have any power or authority to borrow money on behalf of the Freedom Center, to pledge its credit, or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances. The procedure for approving any financial transaction having a value of over $50,000.00 shall be agreed to by the Executive Director and the Treasurer, and approved by the CEO of the Member.

Section 7.5 Deposit of Funds. All funds of the Freedom Center shall be deposited to the credit of the Freedom Center in such banks, trust companies, or other financial institutions as provided by the policies established by the Board of Directors.

All such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors or the Member.

Section 7.6 Conflicts of Interest.

Section 7.6.1 Gifts. No Director, Officer, employee, volunteer, agent, or member of a committee or council of the Freedom Center shall solicit or accept, directly or indirectly, anything of substantial monetary value (including any gift, gratuity, favor, entertainment, loan or other consideration) from any person, corporation, association or other entity which has, or is seeking, a contractual, donative, {W1064678.1}

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employment, financial or other beneficial relationship with the Freedom Center or the Member, which relationship may be substantially affected by that Director's, Officer's, employee's, volunteer’s, agent’s or committee or council member’s performance of his or her duties to the Freedom Center without first making a disclosure of such conflict of interest to and obtaining the consent of the Board of Directors.

Section 7.6.2 Interests. No Director, Officer, agent, employee, volunteer or committee or council member may: (1) have direct or indirect financial interests, or engage in any outside employment or activities, which conflict substantially, or have the appearance of conflicting substantially, with his or her corporate responsibilities and duties; or (2) engage, directly or indirectly, in financial, business, trade or professional transactions as a result of, or in primary reliance upon, information obtained through his or her employment, or the discharge of his or her corporate responsibilities.

Section 7.6.3

Disclosure. No Director may knowingly:

(1) have direct or indirect financial interests, or engage in any outside employment or activities, which conflict substantially, or have the appearance of conflicting substantially, with his or her corporate responsibilities or duties, without: (a) previously having informed the Board of Directors of his or her interest or position which would be affected by a matter under consideration by the Board; (b) previously having informed the Board of Directors of any significant facts known to him or her indicating that a transaction to be approved or policy to be adopted by the Board may not be in the best interest of the Freedom Center; and (c) disqualify himself or herself from a vote affecting his or her interest or position if the Board of Directors determines that a substantial conflict exists. {W1064678.1}

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(2) engage, directly or indirectly, in financial, business, trade or professional transactions as a result of, or in primary reliance upon, information obtained through his or her employment, or the discharge of his or her corporate responsibilities.

Section 7.7 Continuation of All Terms of Office. Upon the effective date of this Amended and Restated Code of Regulations, the terms of office of all Directors and Officers under the previous Code of Regulations shall continue, and this Amended and Restated Code of Regulations shall govern the election and terms of office of Directors and Officers.

[End of Code of Regulations]

{W1064678.1}

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CERTIFICATE OF ADOPTION The foregoing Amended and Restated Code of Regulations was duly adopted and made effective the 14th day of February, 2012, by the Board of Directors.

Secretary, Board of Directors This Document prepared by: George H. Vincent, Esq. Attorney at Law Dinsmore & Shohl LLP 255 E. 5th Street, Suite 1900 Cincinnati, OH 45202 (513) 977-8367 Dates of Adoption: Initial Amended Amended and Restated Amended and Restated Amended and Restated Amended and Restated Amended and Restated Amended and Restated

{W1064678.1}

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5/12/1995 7/24/1997 4/23/1998 6/20/2002 9/23/2004 12/14/2006 12/13/2007 02/14/2012