Friends of the Florence Nightingale Museum

MISSION

The Friends of the Florence Nightingale Museum (FFNM) supports the Florence Nightingale Museum (FNM) through active fundraising and conscientious stewardship.

The Friends’s aim is to provide grants to fund strategic initiatives including but not limited to:

Support and promote the museum collections and nursing history research
Subsidies to deserving members and staff to continue their FFNM membership
Education grants to assist in programing and development of experiences through the museum

The Friends of the Florence Nightingale Museum is a separate legal entity from the FNM. It is established as a corporation, not for profit under Chapter 1702 of the Ohio Revised Code.

BYLAWS

ARTICLE I. The name of the corporation shall be

Friends of the Florence Nightingale Museum

ARTICLE II. The place in Ohio where its principle office is to be located is:

530 Maysfield Road

Dayton, Ohio 45419

ARTICLE III. The purposes for which this organization, FFNM, is formed are as follows:

3a. The FFNM is organized and formed exclusively for, and will be operated exclusively for, educational, scientific, and charitable purposes (including the advancement of research and education, by and through the ability to accept research and educational grants, and charity through funding and providing education to health care professionals, students and the general public, and the eventual awarding of scholarships to qualifying persons without regard to their age, sex, race, color, creed, religion, disability or ethnic or natural origin) within meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code and Ohio Revised Code Sections 1702.01(C) and (D).

3b. No part of the net earnings of the FFNM shall inure benefit of or be distributable to its trustees, directors, officers or other private persons, except that the FFNM shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c) (3) purposes. No substantial part of the activities of the FFNM shall be carrying on of propaganda or otherwise attempting to influence legislation and the FFNM shall not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

3c. Under dissolution of this FFNM assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, i.e., charitable, educational, religious or scientific, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to the state or local government for a public purpose.

3d. However, if the named recipient is not then in existence or no longer a qualified charitable organization or is unwilling or unable to accept the distribution, then the assets of the FFNM shall be distributed to a fund, FFNM or corporation organized and operated exclusively for the purposes specified in Section 501 (c) (3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

ARTICLE IV. BOARD OF TRUSTEES

Section 4.1 Powers and Responsibilities. The business assets and affairs of the FFNM shall be managed and controlled by the Board of Trustees. The FFNM shall act and vote exclusively through its Board of Trustees.

The following persons, not less than three (3) shall serve the FFNM as Board of Trustees until the annual or other meeting called to elect trustees.

Section 4.2 Specific Powers. Except as otherwise limited by the Ohio Revised Code and by the provisions of these Bylaws, including the limitations set forth in Section 4.3, the FFNM shall have, exercise and enjoy, in furtherance only of the purposes hereinabove set forth, the following rights, privileges and power:

4.2-a. To solicit, receive and accept gifts, devises, bequests or grants of all kinds of assets, including but not limited to, money, bonds, stocks, personal property, or the income there from, with full power of control and disposition of the same consistent with the purposes hereinbefore set forth.

4.2-b. To administer all assets received by this FFNM, together with the income there from, with full power of investment, disposition and control thereof, unless otherwise limited by the terms and conditions applicable to specific gifts, devises or bequests made to and accepted by the FFNM.

4.2-c. To appropriate and devote all assets and income received by the FFNM for the achievement of its purposes in the manner ordered and directed by resolution of the Board of Trustees, except insofar as such discretion may be limited with respect to certain assets or income by the terms and conditions imposed on the use thereof by the donor or testator thereof; and

4.2-d. To acquire, hold, own, lease, convey and dispose of all kinds of assets, when and as the Board of Trustees shall determine the purposes of the FFNM shall be served thereby, except insofar as the use of such assets are restricted by the terms and conditions imposed thereon by the donor or testator thereof.

Section 4.3 Limitation of Powers. The following matters require the approval of Board of Trustees of the Florence Nightingale Museum, acting through its Board exclusively:

4.3-a. Approve and amend the Bylaws of the FFNM.

4.3-b. Fix the number, appoint and/or remove, with or without cause any individual Trustee(s) of the FFNM.

4.3-c. Approve the merger, dissolution, consolidation or reorganization of the FFNM.

4.3-d. Approve the acquisition, sale, lease, transfer or other alienation of assets of the FFNM, other than in the usual and regular course of the FFNM’s business.

4.3-e. Approve the disposition of the assets of the FFNM at the time of its dissolution.

4.3-f. Approve the long-range financial and strategic plans for the FFNM.

4.3-g. Approve changes in the mission or philosophy of the FFNM.

Section 4.4 Number. The Board of Trustees shall consist of such number of persons not fewer than three (3) nor more than nine (9) in number as shall from time to time be prescribed in a resolution by the Board of Trustees of FFNM to this Section 4.4. In addition, the Chief Executive Officer and a liaison member of the board of Florence Nightingale Museum shall be ex-officio and non-voting members of the Board of Trustees of FFNM.

Section 4.5 Appointment and Term. Members of the Board of Trustees of the FFNM shall be appointed by Board of Trustees of the Florence Nightingale Museum for a term of four (4) years or until his/her successor is appointed. No person who is at the time serving on the Board of Trustees of the Florence Nightingale Museum may serve on the FFNM’s Board of Trustees with a vote. Membership on the Board of Trustees of the FFNM shall be staggered so approximately one-half of the Board will be appointed each biennium.

Section 4.6 Removal. Any Trustee may be removed, with or without cause, by the FFNM at any time by a majority vote of the Board of Directors of FFNM, subject to the approval of Florence Nightingale Museum pursuant to Section 4.3-b above.

Section 4.7 Resignation. Any Trustee may resign at any time by giving written notice of such resignation to the Chief Executive Officer or the Secretary of the FFNM. Such resignation shall be made in writing and shall take effect at the time specified therein and if no time be specified, at the time of its acceptance by the Chief Executive Officer or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 4.8 Vacancies. Vacancies on the Board of Trustees of the FFNM shall be filled by FFNM at a regular meeting or at a special meeting called for such purpose, subject to the approval of Florence Nightingale Museum pursuant to Section 4.3-b above. A trustee appointed to fill such a vacancy shall serve until the expiration of the term vacated.

Section 4.9 Power to Appoint and Remove Agents. The Board of Trustees shall have the power to appoint and remove such agents (including officers of the FFNM) as the Board of Trustees may deem necessary for transaction of the affairs of the FFNM.

ARTICLE V: BOARD OF TRUSTEES MEETINGS

Section 5.1 Annual Meeting. The Annual Meeting of the Board of Trustees of the FFNM shall be held in the quarter before the Annual Meeting of Florence Nightingale Museum at such time and place as the Chair shall designate in the notice of the meeting.

Section 5.2 Other Meetings of the Board. Other meetings in addition to the annual meeting of the Board of Trustees can be held at such time and place as the Board of Trustees shall from time to time determine. Said meetings may be held in or outside the State of Ohio.

Section 5.3 Meetings by Telecommunications Device. Members of the Board of Trustees or any committee appointed by this Board may participate in a meeting by means of conference telephone or communications equipment if all persons participating in the meeting can hear each other simultaneously. Participation in such meeting in such manner shall constitute presence in person.

Section 5.4 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting, if all voting members of the Board of Trustees or of such committee, as the case may be, at the time in office, consent thereto in writing and the writing or writings are filed with the Minutes of the proceedings of the Board of Trustees or of such committee.

Section 5.5 Special Meetings of the Board of Trustees. Special meetings of the Board of Trustees of the FFNM may be called by the Chair or three (3) members of the FFNM Board of Trustees at any time by means of such written notice by first class mail, or courier service, by telephone, telegraph, facsimile or e-mail or such other communication reasonably designed to provide prompt notice of the time, place and purpose thereof to each Trustee. Any action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as herein provided.

Section 5.6 Notices and Mailings. All written notices required to be given by any provisions of these Bylaws shall state the authority pursuant to which they are issued (as “by order of the Chair” or “by order of the Board of Trustees” as the case may be) and shall bear the written, stamped, typewritten or printed signature of the Secretary. Every written notice shall be deemed duly served when the same has been deposited in the United States mail with first class postage fully prepaid or delivered to a courier service, transmitted by facsimile or e-mail or such other written communication reasonably designed to provide prompt notice, plainly addressed to the addressee at their last address appearing on the appropriate record of this FFNM.

Section 5.7 Waiver of Notice. Notice of the time, place and purpose of any meeting of the Board of Trustees may be waived by telegram, cablegram, facsimile, or other writing, either before or after such meeting has been held. Attendance at any meeting, except for the sole purpose of objecting to the holding of such meeting, shall constitute a waiver of notice of said meeting.

Section 5.8 Quorum. A majority of the voting Board of Trustees shall constitute a quorum for the transaction of business.

Section 5.9 Manner of Acting. The act of the majority of the voting Trustees present at a meeting in which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by law or these Bylaws.

ARTICLE VI. OFFICERS FOR THE FFNM

Section 6.1 Officers and Agents. The officers of the FFNM shall consist of a Chair of the Board of Trustees, a Secretary, a Treasurer, and a Chief Executive Officer. Any two or more offices may be held by the same person.

Section 6.2 Election and Term of Office. Each officer of the FFNM shall be elected by the Board of Trustees of the at the annual meeting of the Board of Trustees. Each such Officer (other than the Chief Executive Officer) shall hold office for a term of four (4) years, or until his successor is chosen and qualified, if earlier. The Chief Executive Officer shall hold office for a term of one (1) year, or until his successor is chosen and qualified, if earlier.

Section 6.3 Chair of the Board of Trustees. The Chair of the Board of Trustees shall preside over all meetings of the Board of Trustees of FFNM at which the Chair is present and shall perform the duties and exercise the powers usually associated with said office subject to the limitations contained in Article IV.

Section 6.4 Secretary. The Secretary shall preserve in the books of the FFNM accurate minutes of the proceedings of such meetings. The Secretary shall have authority to affix the Seal of the FFNM to all instruments where its use is required by statute, by law or by resolution. The Secretary shall perform such other duties as may be delegated by the Board of Directors.

Section 6.5 Treasurer. The Treasurer shall have the powers and duties usually associated with such office subject to limitation or extension by the Board of Trustees.

Section 6.6 Chief Executive Officer. The Board of Trustees of FFNM shall annually approve a qualified Chief Executive Officer from a list of qualified person(s) as proposed from time to time by Director of Florence Nightingale Museum.

Section 6.7 Removal. Any officer may be removed, with or without cause, from office by the affirmative vote of the Board of Trustees at any regular or special meeting of the Board of Trustees called for that purpose.

Section 6.8 Resignation. Any officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein and if no time be specified, at the time of its receipt by the Chief Executive Officer or the Secretary of the FFNM. The acceptance of a resignation shall not be necessary to make it effective.

Section 6.9 Vacancies. In the event that an office of the FFNM becomes vacant by death, removal, resignation, retirement, disqualification, or any other cause, the Board of Trustees shall elect a person to fill such vacancy and the person so elected shall hold office and serve until the expiration of the term vacated.

ARTICLE VII ADMINISTRATION

Section 7.1 Authority and Duties. The Chief Executive Officer is extended authority of and is held accountable to the Board of Trustees of this FFNM for the day-to-day operation of the FFNM and the coordination of all of its activities in accord with sound principles of management and in keeping with the position description, performance expectations, philosophy, mission and policies set forth by the Board of Trustees. The Chief Executive Officer is hereby authorized to sign all contracts, documents, and other instruments as well as perform other duties that may be necessary or in the best interests of the FFNM.

ARTICLE VIII EXECUTION OF INSTRUMENTS

Section 8.1 Checks, Drafts and Money Orders. All checks, drafts and orders for payment of money shall be signed in the name of the FFNM by the Chief Executive Officer and/or the FFNM’s Treasurer, or such officer or agent as selected by the Board of Trustees.

Section 8.2 Contracts, Conveyances and Other Legal Documents. The Board of Trustees shall have power to designate the officers and agents who shall have authority to execute any instrument on behalf of this FFNM.

ARTICLE IX MISCELLANEOUS

Section 10.1 Books and Records. The FFNM shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of the meetings of the Board of Trustees and committees having authority from the Board of Trustees. All books and records of the FFNM may be inspected by FFNM or its agent or attorney for any proper purpose at any reasonable time.

Section 10.2 Fiscal Year. The fiscal year of the FFNM shall be January through December annually.

Section 10.3 Bylaws Review. The Bylaws shall be reviewed every two years and revised as deemed necessary.

ARTICLE X AMENDMENTS OF THE BYLAWS

Section 11.1 Amendments. The power to alter, amend or repeal the Bylaws of this FFNM or to adopt new Bylaws shall be vested in FFNM. An amendment or other alteration of the Bylaws may be initiated by the FFNM or by FFNM but in either case shall require the approval of Board of Trustees of the Florence Nightingale Museum. The Bylaws may contain any provision for the regulation and. management of the affairs of this FFNM not inconsistent with the bylaws of FFNM and applicable law of the State of Ohio.

CERTIFICATION

The undersigned officer of the FFNM hereby certifies that these Bylaws, as amended and restated, became effective through action taken by the Board of Trustees of the Florence Nightingale Museum on the 10 day of May, 2022.

Signature:

Janet Michaelis

FFNM Chair

In witness whereof, we have hereunto subscribed our names this 15th day of May 2022.