This is a final draft only.

Section 1. The name of this corporation 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 corporation 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 2. Upon dissolution of the corporation, the residual assets of the corporation shall be distributed to a private, non-profit corporation which is an exempt Organization as described in Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, selection of which corporation shall be designated prior to dissolution.

Section 1. The Classes of members of the Program shall be as follows:
  a) Individual members;
  b) Business, professional, organization or property owner members;
  c) Associate members; and
  d) Sponsoring members.

Section 2. The Board of Directors shall establish annual dues as it deems appropriate. Such establishment of dues shall include method of payment and application procedures.

Section 3. Any business, organization or individual interested in supporting the purposes of the Program may become a member by filing an application in such form as the Board of Directors shall prescribe, and subject to the payment of such dues as the Board of Directors may establish.

Section 4. Any member may resign from membership in the Program upon giving written notice thereof to the Secretary of the Program. Such resignation shall specify the reason thereof and effective date thereof. Members who resign shall not be entitled to any refund of dues heretofore or previously paid.

Section 5. Voting rights will be the right of members in good standing. Each individual or organizational member as defined in Article 3, Section 2, is entitled to one vote. The Board of Directors may, at its discretion, suspend the voting privileges of any member who has been and remains in default of his or her financial obligations to the Program for a period of six (6) months or longer.

Section 1. An annual meeting of the membership shall be held in October of each calendar year at such time and place as may be designated by the Board of Directors for the purpose of transacting such business as may be properly brought before the meeting.

Section 2. Written notice of every meeting of the membership, stating the place, date and hour of the meeting, shall be given either personally or by mail to each member not less than fifteen no more than fifty days before the date of the meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail with postage thereon prepaid, addressed to the members at their addresses as they appear on the Program's record of membership. Other interested parties shall be given such notice of meetings as the Board of Directors shall deem appropriate.

Section 3. At all meetings of the membership, a member may vote in person, or by proxy executed in writing, or by the member’s duly authorized representative. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. Ten percent (10%) of the active members, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the membership, except as otherwise provided by statute, by Articles of Incorporation, or by these Bylaws.

Section 4. When a quorum is present or represented by proxy at any meeting, the vote of a majority of the Board of Directors present in person or represented by proxy shall decide any questions brought before such meetings, unless the Articles of Incorporation or these Bylaws require a different vote, in which case such express provisions shall govern and control the decision. 

Section 5. Roberts Rules of Order Newly Revised shall govern the parliamentary procedures of the Program when not in conflict with these Bylaws.

Section 1. The Program shall be governed by a Board of twelve (12) Directors elected annually by the members eligible to vote. One Director of these twelve shall be a representative of the Lincoln County Chamber of Commerce. Within one (1) month of installation, all Board of Directors shall be dues paying members of  Stanford Renaissance Main Street  Program in one or more categories. Ex officio Directors shall include the Mayor of Stanford and the Lincoln  County Judge Executive in addition to the twelve elected Directors.

Section 2. The terms of office for each elected Director shall be three (3) years, except that terms of lesser time may be established by majority vote of the Directors as necessitated by expansion or reduction in the size of the Board. For purposes of establishment of the first Board of Directors, four (4) of the Directors shall serve a one (1) year term, four (4) Directors shall serve a two (2) year term, and four (4) Directors shall serve a three (3) year term. Upon expiration of these initial terms, each Director elected thereafter shall serve a three (3) year term. Four (4) of the Directors shall be elected annually. Nominations to the Board shall be made by the Nominations Committee appointed by the Board and shall be set forth in the notice of the annual meeting. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. Directors in office may be re-elected for one consecutive term not to exceed two consecutive terms. A Director may again be elected after being off the Board of Directors for one calendar year. The Immediate Past President's term as a members of the Board of Directors shall commence at the normal termination of his or her term as President and shall continue to the next annual meeting of the membership thereafter.

Section 3. Any vacancy occurring among the elected seats of the Board of Directors (other than a vacancy resulting from the normal expiration of a term of office) may be filled by the affirmative vote of a majority of the current members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Director may resign by submitting written notice of resignation to the Secretary. 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 two consecutive regular meetings without just cause for such absence may be removed as a member of the Board of Directors.

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 President, 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 five (5) days before the meeting.

Section 6. At any meeting of the Board of Directors, fifty-one percent (51%) of the Directors in person or by proxy 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 President, the Vice President/Treasurer, and the Secretary, elected by the Board at the same meeting at which the annual elections of officers 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. This Program shall have at least five (5) standing committees (hereinafter referred to as "Action Teams") which shall be entitled: the Organizational Action Team; the Historic Preservation Action Team; the Transportation, Parking and Streetscape Action Team; the Business Development Action Team; and the Community Appearance Action Team. The terms of the members of the Action Teams shall be for one year commencing at the time of the annual membership meeting. Each Action Team shall have at least one Director as a member of the Team.

Section 2. The Board of Directors, by resolution adopted by a majority of Directors in office, may designate or appoint one or more Action Teams, in addition to the above-mentioned standing Action Teams, each of which shall consist of one or more Directors, and which shall, to the extent provided in said resolution, have and exercise the authority of the Board of Directors in the management of the Program.

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

Section 2. Officers shall be elected by the newly constituted Board of Directors from among the members of the newly constituted Board at a meeting immediately following the annual membership 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. President. 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 corporation.
     B. Vice President/Treasurer. The Vice President/Treasurer shall record and maintain in good order all financial records of the Program and shall have periodic reports rendered as necessary to keep the Executive Committee, the Board of Directors, and the Membership well informed. The Vice President/Treasurer shall preside at all meetings presided over by the President in the absence of the President. The Vice President/Treasurer shall perform such other duties and responsibilities as may from time to time be assigned by the President. The Vice President/Treasurer shall work closely with the President in all activities and responsibilities described in the duties of the President.
     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, and the Membership well informed. The Secretary shall also have such other duties as may be assigned by the Board of Directors.
     D. Immediate Past President. The Immediate Past President shall serve as an ex officio member of the Executive Committee for one year following his/her Presidency. If the Immediate Past President'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 President and the Board of Directors for one year following his/her Presidency.
     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 4. No officer may serve more than three (3) consecutive terms in the same office.

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. The Executive Director shall receive for his or her services such compensation as may be determined by the Board of Directors.

Section 1. Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other matter, all checks, drafts, and other instruments for the payment of money and all instruments of transfer of securities shall be signed requiring two signatures in the name and on behalf of the Program by the Treasurer, President and the Executive Director.

Section 2. All funds of the Program shall be deposited from time to time to the credit of the Program in such banks, trust companies or other depositories as the Board of Directors may select.

Section 3. The Board of Directors may accept on behalf of the Program any contribution, gift, bequest, or devise for the general purposes of for any special purpose of the Program.

Section 4. Not later than thirty (30) days prior to the beginning of each fiscal year, the Board of Directors shall approve a Program budget for the forthcoming fiscal year. The approved budget may be reviewed and revised periodically as deemed necessary by the Board.

Section 5. It shall be the responsibility of the Executive Committee to raise all monies necessary for operation of the organization on an ongoing basis. This shall include following up on delinquent dues after normal administrative procedures have been exhausted.

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.

Section 1. The Board of Directors shall have the power to alter, amend or repeal the Bylaws by a 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 corporation 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.