Section 1. The name of this program shall be Stanford Renaissance Main St. Program (hereinafter referred to as "the Program"). The principle offices shall be determined from time to time by the Board of Directors of the Program.

Section 1. The purposes for which this program is organized are to stimulate downtown economic development in Stanford, Kentucky through organization (encouraging cooperation and building leadership in the business community); promotion (creating a positive image for downtown by promoting the downtown as an exciting place to live, shop and invest); design (improving the appearance of the downtown); and economic restructuring (strengthening and expanding the economic base of the downtown); and to receive, administer, and distribute funds in connection with any activities related to the above purposes; provided, however, that the Program shall only engage in activities that are in the purview of Section 501 (c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law.

Section 1. The Program shall be governed by a Board consisting of 8-12 Directors. There will be other non-voting partner members such as: ARB, Chamber, Tourism, Mayor and Judge Executive.

Section 2. The Executive Committee will appoint the Board of Directors on an annual basis. Nominations to the Board shall be made by the Executive Committee and shall be set forth in the June meeting.  The Executive Committee has the right to nominate a Director with consecutive terms upon the agreement of said Director.

Section 3. Any vacancy occurring among the appointed seats of the Board of Directors may be filled by the Executive Committee. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office any Director may resign by submitting written notice of resignation to the Secretary or Executive Committee or any member thereof. Any Director may be removed from office at any time with cause by the affirmative vote of two-thirds of the Directors in office. Any member of the Board of Directors who is absent from three consecutive regular meetings without just cause for such absence may be removed as a member of the Board of Directors. This decision will be made by the Executive Committee to review each case.

Section 4. The Executive Director of the Program shall be a non-voting member of the Board of Directors and shall be present at all meetings of the Board of Directors.

Section 5. The Board of Directors of the Program shall hold regular and special meetings. Regular meetings shall be held not less than six (6) times each year. Special meetings of the Board may be called by the Chairman or by the Executive Committee, or by three (3) or more Directors. Written notice of the time, place, and agenda of both regular and special meetings shall be given to each Director either by personal delivery or by mail, phone, or e-mail at least one (1) day before the meeting.

Section 6. At any meeting of the Board of Directors, fifty-one percent (51%) of the Directors in person or by electronic media (in special circumstances) shall constitute a quorum for all purposes except when otherwise stated by law.

Section 1. This Program may have an Executive Committee, which shall be responsible for conducting the affairs of the Program on behalf of the Board of Directors. The Board of Directors may, by resolution adopted by a majority of voting members present at any regular or special meeting of the Directors, delegate to the Executive Committee any authority otherwise vested in the Board of Directors for the governance of the Program.

Section 2. The Executive Committee shall consist of three (3) voting members, to include the Chairman, the Vice Chairman, and the Secretary, elected by the Board at the same meeting at which the annual elections of officer’s takes place. Members of the Executive Committee shall serve from the time of the annual election of officers until the following annual election shall have taken place.

Section 3. The Executive Director shall be a non-voting member of the Executive Committee.

Section 1. The Program shall have the following officers: a Chairman, a Vice Chairman, a Secretary, and such other officers and assistant officers as may be deemed necessary.

Section 2. Officers shall be elected by the Executive Committee and a recommendation will be given to the Board at the June meeting 

Section 3. Except as hereinafter provided, the officers of the Program shall be full voting members of the Board of Directors, and shall also have such powers and duties as follows:

     A. Chairman. The President shall preside at all regular and special meetings of the Board of Directors, and at all regular and special meetings of the Executive Committee, and shall be the chief executive of the committee.

     B. Vice Chairman.  The Vice Chairman shall preside at all meetings presided over by the Chairman in the absence of the Chairman. The Vice Chairman shall perform such other duties and responsibilities as may from time to time be assigned by the Chairman. The Vice Chairman shall work closely with the Chairman in all activities and responsibilities described in the duties of the Chairman.

     C. Secretary.  The Secretary shall record and maintain in good order Minutes of all meetings of the Program and shall have periodic reports rendered as necessary to keep the Executive Committee, the Board of Directors well informed. The Secretary shall also have such other duties as may be assigned by the Board of Directors.

     D. Immediate Past Chairman. The Immediate Past Chairman shall serve as an ex officio member of the Executive Committee for one year following his/her Chairmancy. If the Immediate Past Chairman's term as a member of the Board of Directors has expired, he/she shall also serve as an ex officio member of the Board of Directors and shall act in an advisory capacity to the Chairman and the Board of Directors for one year following his/her Chairmancy.

     E. Temporary Officers. In case of the absence or disability of any officer of the Program and of any person authorized to act in his or her place during such periods of absence of disability, the President may from time to time delegate the powers and duties of such officer to any other officer or any other member.

Section 1. The Executive Director of the Program shall manage the daily operations of the Program. The Executive Director shall be responsible for coordinating the implementation of the Program's policies and projects and such other duties as the Board of Directors may require and at the discretion of the Mayor. The Executive Director shall receive for his or her services such compensation as may be determined by the Mayor and City Council.

Section 1. The fiscal year of the Program shall begin on the first day of July and end on the last day of June of the following year.

Section 2. The program will be audited by an independent Auditor in conjunction with the City of Stanford’s annual audit.

Section 3.  A financial report will be presented to the Board monthly.

Section 4. The completed audit will be presented to the Main Street Board annually.

Section 1. The Board of Directors shall have the power to alter, amend or repeal the Policies and Procedures by two-thirds (2/3) vote of the Directors present at any duly called meeting of the Board at which a quorum is present, providing that no such action shall be taken if it would in any way adversely affect the Program's qualifications under Section 501(c) (3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law.

Section 1. Pursuant to KRS 273.248, a Director of this committee shall not be personally liable for monetary damages for breach of his or her duties as a Director except as follows:
 (a) For any transaction in which the Director's personal financial interest is in conflict with the financial interests of the corporation
 (b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the Director to be a violation of law, or
 (c) For any transaction from which the Director derived an improper personal benefit.

Section 2. Any action taken as a Director or any failure to take any action as a Director shall not be the basis of monetary damages of injunctive relief unless:
 (a) A Director has breached or failed to perform the duties of the Director's office in compliance with KRS 273.215; and
 (b) In the case of an action for monetary damages, the breach or failure to perform constitutes willful misconduct or wanton or reckless disregard for human rights, safety or property.
 

Section 1. The fiscal year of the Program shall begin on the first day of July and end on the last day of June of the following year.

Section 2. The corporate seal shall have inscribed thereon the name of the Program and words "Corporate Seal" and "Kentucky". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise shown. In the event it is inconvenient to use such a seal at any time the signature of the Program followed by the word "Seal" enclosed in parentheses shall be deemed the seal of the Program.

Section 3. Not later than three (3) months after the close of each fiscal year, the Program shall prepare:
     A. A balance sheet showing in reasonable detail the financial condition of the Program at the close of the fiscal year; and
     B. A statement of source and application of funds showing the results of the operation of the Program during the fiscal year.