About Hook's Drugstore Museum

BY-LAWS, GOVERANCE GUIDELINES AND CODE OF CONDUCT
September 10, 2024
GREENFIELD MUSEUM INITIATIVE. INC.
d/b/a HOOK DRUG STORE MUSEUM

ARTICLE 1

Section 1. Name. The name of the corporation is Greenfield Museum Initiative, Inc. (the “Corporation”).

Section 2. Address. The post office address of the Corporation’s registered office is 1121 N. Cambridge, Greenfield, Indiana, 46140. The registered agent in charge of the registered office is Robert Hunt.

Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December next succeeding.

ARTICLE II

The Corporation shall have no members.

ARTICLE III

Board of Directors

Section I. Governance/number of Board Members, The affairs of the Corporation shall be managed, controlled, and conducted by, and under the supervision of the Board of Directors, subject to the provisions of the Articles of Incorporation and these By-Laws. The Board of Directors shall have “not less than seven (7) nor more than eleven (11) Directors. (Certificate of Incorporation [CI] Art VII, sec 1). “In the event that the number of Directors is increased by the By-Laws of the Corporation, the election of the additional Director or Directors shall be by a vote of the Directors of the Corporation” (CI Art VII, sec 1).

Section 2. Election of Directors/Terms of Office. The election of members of the Board of Directors shall be governed by the Corporation’s Articles: The Board of Directors shall be elected by ballot at a regular annual meeting of the Board of Directors and each Director shall hold office for a term to be determined according to the By-Laws of the Corporation.
Terms of office for Board members are 3 years in length with annual reappointments thereafter should the Board member wish to continue service as a Director.

Section 3. Fulfillment of term of Office; Early resignation from term of office; appointment of a new board member into unexpired term.

1. A Board member’s term of office (3-year or 1-year appointments) will expire with the passage of time. Per Article V/Section 2, the chair of the Nominations and By-Laws Committee will communicate with the member whose term is expiring to determine interest in a one-year appointment or passage from the Board of Directors.
2. Per Article VII/Section 4 of the CI, Vacancies in the Board of Directors: “Any vacancy occurring on the Board of Directors caused by a death, resignation or otherwise, shall be filled until the next annual meeting through a vote of a majority of the remaining members of the Board.”

Section 4. Increases in Board Size. An increase in board size shall generally be accomplished pursuant to the Articles of Incorporation as amended or restated. The filling of the vacancies created by such increases shall be done in accordance with the provisions of the Corporation’s Articles as amended or restated. (“In the event that the number of Directors is increased by the By-Laws of the Corporation, the election of the additional Director or Directors shall be by a vote of the Directors of the Corporation”)(CI Art VII, sec 1).

Section 5. Quorum and Voting. A majority of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board of Directors. Except as otherwise provided in the Articles of Incorporation or Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Directors are considered to be present as part of the quorum if they are: 1) physically present at the meeting, or 2) are participating live through two-way audio or video communications (e.g. telephone, Zoom).

Section 6. Regular Meetings. The Board of Directors may hold regular meetings, as fixed by these Bylaws or by resolution of the Board of Directors, for the purpose of transacting such business as properly may come before the Corporation’s Board of Directors. Except as provided in these Bylaws, such regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. The first regular meeting in the Corporation’s fiscal year shall be the annual meeting of the Board of Directors.

Section 7. Special Meetings. Notwithstanding the preceding Section 5 of this Article Ill, the Board of Directors may hold special meetings for any lawful purpose upon proper notice, as described in Section 7 of this Article Ill, and upon call by the presiding officer of the Board of Directors, the President of the Corporation or by twenty percent (20%) of the directors then in office. A special meeting shall be held at such date, time, and place within or without the State of Indiana as is specified in the call of the meeting. The purpose of any such meeting need not be specified.

Section 8. Notice of Special Meetings. Oral or written notice of the place, date, and time of each special meeting of the Board of Directors shall be communicated, delivered or mailed by the Secretary of the Corporation, or by the person or persons calling the meeting, to each member of the Board of Directors so that such notice is effective at least two (2) days before the date of the meeting. Except as provided in these Bylaws, the notice need not describe the purpose of the special meeting. Oral notice shall be effective when communicated. Written notice shall be effective at the earliest of the following:

1. When received;
2. Five (5) days after the notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed correctly addressed to the address listed in the most current records of the Corporation;
3. On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. Thirty (30) days after the notice is deposited with another method of the United States Postal service other than first class, registered, or certified postage affixed, as evidenced by the post mark, if mailed correctly addressed to the address listed in the most current records of the Corporation.

Section 9. Waiver of Notice. Notice may be waived in a writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records. Attendance at or participation in any meeting of the Corporation’s Board of Directors shall constitute a waiver notice of such meeting unless the director shall, at the beginning of the meeting or promptly upon the director’s arrival, object to holding the meeting and does not vote for or assent to action taken at the meeting.

Section 10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a written consent describing such action is signed by each director or all committee members, as the case may be, and such written consent is included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent shall be effective when the last director or committee member signs the consent, unless the consent specifies a prior or subsequent effective date. A consent signed as described in this Section 10 shall have the effect of a meeting vote and may be described as such in any meeting document.

Section 11. Emeritus (Emerita) Board Members. There shall be a category of board members known as a board member emeritus (emerita) who are nominated and elected by the Board of Directors.

1. Board members emeritus shall be selected from those board members who have served on the Board with distinction and excellence.
2. Board members emeritus shall receive all written notices and information which are provided to the Board of Directors, may attend all board meetings, may participate in meetings of the committees in which they serve, and are encouraged to attend all other events conducted by the organization.
3. Board members emeritus shall not be subject to any attendance policy, be counted in determining a quorum, entitled to hold office, or entitled to vote at any board meeting.
4. Order to be considered for designation of emeritus status, a person must be a current or former member of the Board of Directors who has:
   a. Served on the Board with distinction
   b. Held an important leadership role and made significant contributions
   c. Engaged in major volunteer or advocacy activities in his or her service on the Board
   d. Completed the terms for which he or she was appointed
5. With the recommendation of the Nominations and By-Laws committee the Board will consider potential candidates and may nominate one or more individuals for a board emeritus (emerita) position. A simple majority vote of Directors at a meeting at which a quorum is present is sufficient to approve an appointment.

ARTICLE IV

Officers

Section l. In General. The officers of this Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may elect. An officer may simultaneously hold more than one (1) office. Each officer shall be elected by the Board of Directors at the annual meeting and shall serve for one (1) year and until the officer’s successor is elected and qualified. All officers except assistant officers, shall be members of the Board of Directors.

Any officer may be removed by the Board of Directors at any time, with or without cause. Any vacancy occurring in any office shall be filled by action of the Board of Directors, and the person elected to fill such vacancy shall serve until the expiration of the term vacated.

Section 2. President. The President shall preside at all meetings of the Board of Directors of the Corporation and shall be responsible for implementation of policies established by the Board of Directors. The President shall perform the duties incident to the office of chief executive officer of the Corporation and such other duties as the Board of Directors may prescribe.

Section 3, Vice President. The Vice-President shall act in place of the President and shall be empowered to perform all acts which the President is authorized to perform in the event of the president’s absence or inability to serve. The Vice-President shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe.

Section 4. Secretary. The Secretary shall be the custodian of all papers, books and records of the Corporation, other than books of account and financial records. The Secretary shall prepare, enter in the minute book, and distribute the minutes of all meetings of the Board of Directors. The Secretary shall authenticate records of the Corporation as necessary. The Secretary shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe.

Section 5. Treasurer. The Treasurer shall prepare and maintain correct and complete records of accounts showing accurately the financial condition of the corporation. All notes, securities and other assets coming into the possession of the Corporation shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Board of Directors or the President, a statement of the financial condition of the Corporation and shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe.

Section 6. Executive Director. The Board of Directors may appoint an Executive Director who shall perform the duties of the chief administrative officer of the Corporation and shall be responsible for the day-to-day management of the Corporation’s affairs. The Executive Director shall also perform such other duties as the Board of Directors or President may prescribe.

Section 7. Other Officers. Each other officer of the Corporation shall perform such duties as the Board of Directors or President may prescribe.

ARTICLE V

Committees

Section I. Executive Committee. The Executive Committee shall consist of the immediate past President, the President, the Vice President, the Secretary, and the Treasurer, and which, to the extent provided in and consistent with Indiana law, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation’s affairs during intervals between meetings of the Board of Directors. The Executive Committee shall be subject to the authority and supervision of the Board of Directors.

Section 2. Governance Committee. The purpose of the Governance Committee is to assist the Board by:

a. ensuring that the Board fulfills its fiduciary responsibilities through adequate governance policy development and active governance management as trustees of the organization; and,

b. ensuring that the organization’s governance principles and practices are current; keeping the Board informed of current best practices in corporate governance; reviewing corporate governance trends for their applicability and identifying any Board training needs.

c. The Governance Committee shall create and operate under the Hook’s Drug Store Museum Governance Guidelines that provide for oversight of the management practices, behaviors, authority, accountability and control of the organization. The Governance Guidelines shall be published and designated as Appendix A to these By-Laws.

d. The Governance Committee shall be comprised of the Board President and two additional Board Members approved by the Board.

e. The Governance Committee shall meet as frequently as necessary to transact its assigned responsibilities.

f. The Governance Committee shall be subject to the authority and supervision of the Board of Directors.

Section 3. Nominating Committee. The Board of Directors may establish a Nominating Committee, which shall work in concert with the Governance Committee to evaluate the leadership strengths and forecast the leadership needs for the Corporation. The Nominating Committee, in collaboration with the Governance Committee, shall establish procedures for the identification and evaluation of nominees for director and officer positions and shall present a slate of nominees to the Board in accordance with such procedures at the times required by such procedures.

Section 4. Other Committees. The Board of Directors may establish other committees, in addition to the Executive, Governance and the Nominating Committees, to accomplish the goals and perform the programs of the Corporation. Such committees shall have responsibilities and powers as the Board of Directors shall specify. Members of such other committees may, but need not, be members of the Board of Directors. A committee member appointed by the Board of Directors may be removed by the Board of Directors, with or without cause.

Section 5. General. A majority of the members of any committee shall constitute a quorum and all actions of a committee shall require a majority vote of the committee members present at a meeting at which a quorum is present.

ARTICLE VI

Indemnification

Section 1. Indemnification by the Corporation. To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director, officer, or employee of the corporation shall be indemnified by the Corporation against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding (a) if such person is wholly successful with respect thereof or, (b) if not wholly successful, then if such person is determined as provided in Section 3 of this Article VI to have acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation (or, in any case not involving the person’s official capacity with the Corporation, in what he or she reasonably believed to be not opposed to the best interests of the Corporation) and, in addition, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that the conduct was lawful (or no reasonable cause to believe that the conduct was lawful). The termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of LQIQ contendere, or its equivalent, shall not create a presumption that a person did not meet the standards of conduct set forth in this Article VI.

Section 2. Definitions.

a. As used in this Article VI, the terms “claim, action, suit, or proceeding” shall include any threatened, pending, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Corporation, any other corporation or otherwise), civil, criminal, administrative, or investigative, whether formal or informal, in which a person (or his or her heirs or personal representatives) may become involved, as a party or otherwise:

     i By reason of his or her being or having been a director or officer of the Corporation or of any corporation where he or she served as such at the request of the Corporation, or

     ii By reason of his or her acting or having acted in any capacity in a corporation, partnership, joint venture, association, trust, or other organization or entity where he or she served as such at the request of the Corporation, or

     iii By reason of any action taken or not taken by him or her in any such capacity, whether or not he or she continues in such capacity at the time such liability or expense shall have been incurred.

c. As used in this Article VI, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by or on behalf of, a person.
As used in this Article VI, the terms “wholly successful” shall mean (i) termination of any action, suit, or proceeding against the person in question without any finding of liability or guilt against him or her, (ii) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit, or proceeding, or (iii) the expiration of a reasonable period of time after the making of any claim or threat of any action, suit, or proceeding without the institution of the same, without any payment or promise made to induce a settlement.

Section 3. Entitlement to Indemnification. Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Corporation or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the referee), shall deliver to the Corporation a written finding that such person has met the standards of conduct set forth in the preceding Section 1 of this Article VI and (b) if the Board of Directors, acting upon such written finding, so determines.

The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions, or other evidence in any way relevant to the referee’s findings which are within the possession or control of the Corporation.

Section 4. Relationship to Other Rights. The right of indemnification provided in this Article VI shall be in addition to any rights to which any person may otherwise be entitled.

Section 5. Extent of Indemnification. Irrespective of the provisions of this Article VI, the Board of Directors may, at any time and from time to time, approve indemnification of directors, officers, or other persons to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law, whether on account of past or future transactions.

Section 6. Advancement of Expenses. Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he or she is entitled to indemnification.

Section 7. Purchase of Insurance. The board of Directors is authorized and empowered to purchase insurance covering the Corporation’s liabilities and obligations under this Article VI and insurance protecting the Corporation’s directors, officers, employees, or other persons.

ARTICLE Vll

Gifts to the Corporation

Any donor of a gift to the Corporation may give directions with respect to such gift at the time the gift is made subject to the limitations in the Corporation’s Articles of Incorporation and this Article VII of these Bylaws. These directions may specify (a) the field of charitable purposes to be supported; (b) the particular charitable organization or organizations to be supported and in which amount or amounts; (c) the donor’s right to make recommendations to the Corporation from time to time as to particular charitable organizations or purposes to be considered for support; (d) the manner of distribution including amounts, times, and conditions of payments and whether from principal and/or income; (e) a name as a memorial or otherwise for a gift, or addition to a fund previously held, or that the donor of a gift shall remain anonymous. If the donor does not expressly direct in the instrument making the gift the use of the income or principal of any gift, grant, or device, the corporation shall have absolute discretion as to the use of the income from the gift, provided that such use conforms to the exempt purposes of the Corporation as outlined in its Articles of Incorporation, but shall be unable to expend the principal of the gift. Notwithstanding any provision in these Bylaws or in any instrument of transfer creating or adding to a fund of this Corporation, and in accordance with the Articles of Incorporation of the Corporation, the Board of Directors shall have the power to modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specify organizations if in the sole judgment of the Board of Directors (without the necessity of the approval of any participating trustee, custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the community served. The Board of Directors shall exercise this power at a meeting by the affirmative vote of two-thirds (2/3) of the members of the Board of Directors.

ARTICLE VIII

Contracts. Loans, Checks, Deposits and Gifts

Section l. Contracts. The Board of Directors may authorize one (1) or more officers or agents of the Corporation to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances. Unless authorized by the Board of Directors, no officer, agent, or employee shall have any power to bind the Corporation or to render it liable for any purpose or amount.

Section 2. Checks. All checks, drafts, or other orders for payment of money by the Corporation shall be signed by such person or persons as the Board of Directors may from time to time designate by resolution.

Section 3. Loans. Unless authorized by the Board of Directors, no loan shall be made by or contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in its name.

Section 4. Deposits. All funds of the Corporation shall be deposited to its credit in such bank, banks, trust companies, or other depositories as the Board of Directors may specify.

Section 5. Gifts. The Board of Directors may accept on behalf of the Corporation any gift, bequest, devise, or other contribution for the purposes of the Corporation on such terms and conditions as the Board of Directors shall determine.

ARTICLE IX

Amendments

The power to make, alter, amend, or repeal the By-Laws is vested in the Board of Directors of the Corporation.

Section 1. Proposals for Amendments. Any sitting board member may submit proposals for amendment of the By-Laws. Ideally, they should be submitted in writing at least 5 days prior to the next published Board meeting but may be submitted as late as the start of the meeting. If submitted less than 5 days prior to the meeting, the amendment(s) may be read into the minutes and action may be taken by the Board if a quorum of the Board is present and the majority of the quorum agree to read and take action on the proposal(s). Action cannot be taken in the absence of a quorum or if the majority of a quorum does not affirm reading or action.

Section 2. Actions that may be taken. Amendments may be rejected by negative vote, amended before voting and then voted upon, or voted upon as originally submitted. A simple majority of a quorum present shall be recognized as an affirmative action for adoption of the proposed amendment. Amendments shall be implemented at the earliest convenient time as determined by the President of the Board.

Section 3. List of amendments: A list of all amendments with dates of passage and implementation of amendments shall be appended to and be a part of the By-Laws.

These By-Laws are passed this 29th day of August, 2004 by the Board of Directors.

These By-Laws have been amended per Article IX, Section, 1, 2 and 3. See addenda after signatory lines. The By-Laws were most recently amended on May 28th, 2024.

APPENDIX A: HOOK’S DRUG STORE MUSEUM GOVERNANCE GUIDELINES

Section 1. Purpose: The Hook’s Drug Store Museum Governance Guidelines provide policy to the Governance Committee and board for oversight of the management practices, behaviors, authority, accountability, and control of the organization.

Section 2. Membership: The three-member Governance Committee, comprised of the president, and two additional board members, meets as needed to fulfill its responsibilities.

Section 3. Responsibilities: The Governance Committee shall provide the Board an annual review of key guidance areas noted below by the end of each fiscal year and, in collaboration with the Secretary and Treasurer, retain documents in the organization’s files.

Section 4. The Governance Committee shall act under the following principles:

1. In collaboration with the Secretary and Treasurer, maintain board and committee meeting minutes for all committees authorized to act on behalf of the Board, (e.g., Executive, Governance, Nominating Committees). (IRS Form 990, Part VI, Line 8).
2. Annually review the conflict-of-interest statement and ensure it is completed by all board members. Note in board minutes when reviews are completed. (Form 990, Part Vi, Line 12b)
3. Annually review the IRS Form 990 with the full Board prior to filing with the IRS, note in board minutes when review is completed, and any changes made.
4. In collaboration with the Nominating Committee, develop procedures that review the skills, qualities, professional and educational experiences necessary to be effective Board members. Ensure that an effective recruitment, background check review, training, election and onboarding process exists for prospective board members.
5. Review board committee assignments and recommend appointment of committee leaders as needed. Note in committee and board minutes when completed, and any changes made.
6. Annually review by-laws and, with Board approval, request the Secretary to make any necessary updates or changes. Note in board minutes when review is completed, and any changes made.
7. Annually conduct board self-assessment. Note in board minutes when review is completed.
8. In collaboration with the Board and Treasurer, approve any compensation, bonus, and/or reimbursement for vendors/contractors as needed. Note in board minutes any payments, reimbursement, expenses paid to board members or vendors/contractors.
9. The ethical operation of the Hook’s Drugstore Museum requires that all employees, managers, and officers support a Code of Conduct (Appendix B of By-Laws), avoid all conflicts-of-interest (Appendix C of By-Laws) violation of regulations, or any other actions contrary to our mission and the laws of the United States. Annually review the Code of Conduct and Conflict-of-Interest statements and ensure they are completed by all board members. Note in board minutes when reviews are completed. (Form 990, Part VI, Line 12b)
10. The Governance Committee will investigate any allegations of wrongdoing throughout the year and report as needed to the Board of Directors for any needed action. Any individuals or organizations who believes the proper ethical, social, financial, and legal conduct of our corporation has been compromised are asked to contact the President and Board of Directors, 1202 E. 38th Street, Indianapolis, IN 46205.
11. In collaboration with the Treasurer, annually provide a year-end report and other reports as requested to the Indiana State Fair Commission.
12. Annually review the IRS Form 990 with the full Board prior to filing with the IRS. Note in board minutes when review is completed and any changes made.
13. In collaboration the treasurer, disclose tax filings to the public, (CANDID-GuideStar) the organization’s three most recently filed annual returns with the IRS, as well as the application for tax-exemption.

APPENDIX B: STATEMENT OF PERSONAL AND PROFESSIONAL CODE OF CONDUCT—BOARD OF DIRECTORS AND STAFF

This Code of Conduct is adopted on September 10th, 2024, by the Board of Directors of the Greenfield Museum Initiative, Inc, (DBA as Hook’s Drug Store Museum), a nonprofit 501c3 corporation established under the laws of the State of Indiana. This Code of Conduct hereinafter also uses the term “Hook’s” when referring to the Hook’s Drug Store Museum. The Code of Conduct is reviewed and updated as needed annually by the Governance Committee of the Hook’s Drug Store Museum.

Purpose

This code of conduct sets its standard by stating what the board and key staff will do and not do. It is the intent of Hook’s to strive for the highest ethical conduct from all board and staff. The governance committee is particularly sensitive to individuals who hold leadership and governance positions of trust and confidence in fulfilling the mission and goals of the organization. These sensitive positions include members of the board, committee members and staff support.

All members of the board, committee members and staff of Hook’s are expected to exercise the highest ethical standards of conduct and practice fundamental elements of honesty and integrity at all times.

If a situation arises where it is difficult to determine the proper course of conduct, or where questions arise concerning the propriety of certain conduct by an individual or others, the matter should be brought to the attention of the President or Chair of the Governance Committee.

We Will

1. Dedicate ourselves to conducting the Mission, Vision, and Values of the Hook’s organization.
2. Recognize that the chief function of Hook’s is to serve the best interests of our constituencies (e.g., fair board, site and building managers, students and colleges of pharmacy, visitors to the Hook’s Museum, financial supporters, the community, Hook’s board and administration, contractors, other museums) and to keep them informed about issues that may inform them. (N.B. per Art II of the by-laws, we do not have members).
3. Accept as a personal duty the responsibility to keep up-to-date on emerging issues and to conduct ourselves with professional competence, fairness, impartiality, efficiency, and effectiveness to create confidence and trust in our activities.
4. Respect the structure and responsibilities of the fair board and museum and building management; provide them with facts and advice as a basis for their decision making and uphold and implement policies adopted by the fair board.
5. Conduct our organizational and operational duties with positive leadership exemplified by open communication, creativity, dedication, and empathy.
6. Serve with respect, concern, courtesy, and responsiveness in conducting the organization’s mission.
7. Avoid and report any potential interest or activity that conflicts with the conduct of our official duties or role as board member.
8. Respect and protect privileged information to which we have access in the course of our official duties.
9. Strive for personal and professional excellence and encourage the professional development of others.
10. Act as stewards of the Hook’s Drug Store Museum site and its artifacts/collections.
11. Self-recuse from any voting that involves a family member or relative on staff, e.g., hiring, pay, bonus, termination.

We Will Not

1. Deceive, defraud, or mislead Hook’s board members, officers, contractor staff, site managers, or constituencies with whom Hook’s has business or other relationships.
2. Misrepresent Hook’s in any negotiations, dealings, contracts, or agreements.
3. Divulge or release any information of a proprietary nature relating to Hook’s plans, mission, or operational databases without appropriate approval.
4. Obtain a personal advantage or benefit due to relationships established by any officer, site manager, or board member by use of the organization’s name.
5. Accept outside individual gifts of any kind more than an aggregate of $100 per annum, which is given in connection with officer, contractor support, or board member’s relationship with Hook’s. All such gifts are to be reported to the Treasurer who shall keep a running total per annum and to the Governance Chair.
6. Withhold personal best efforts to perform implied and assigned duties to acceptable standards.
7. Engage in unethical business practices of any type.
8. Use Hook’s property, financial resources, or services of Hook’s for personal benefit.
9. Engage donors or constituencies outside of Hook’s role (e.g., business mailings).
10. Violate any applicable federal, state, or local laws or ordinances, (reviewed by Governance Chairperson).
11. Disregard or ignore any part(s) of the governing documents (e.g., Articles of Incorporation, By-Laws, vendor contracts) signed by Hook’s without cause.
12. Be negligent on business reports ( e.g., tax filings, budget submissions, or other key reporting requirements.)

Infractions of this Statement of Personal and Professional Standards of Conduct must be reported directly to any member of the governance committee who shall, in his or her determination, bring the infraction to the full executive committee.

CONFLICT OF INTEREST STATEMENT

All board members will execute a Conflict-of-Interest Statement annually (January) of each calendar year in an effort to achieve the highest standards of conduct. These statements are retained in the organization’s Outlook SharePoint site. ).

Infractions of this Statement of Personal and Professional Code of Conduct are to be reported directly to any member of the governance or audit committee who shall, in his or her determination, bring the infraction to the full executive committee.

I HAVE NO CONFLICT OF INTEREST WITH THE STATEMENT OF PERSONAL AND PROFESSIONAL CODE OF CONDUCT OF THE HOOK’S DRUG STORE MUSEUM.

Signature ___________________________________________ Date__________________________
Name (print) _______________________________________________________________________

DATES OF PASSAGE AND IMPLEMENTATION OF AMENDMENTS TO THE BY-LAWS