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Home My WebLink About03-126RESOLUTION NO. 03-126 A ,I'OINT RESOLU--ION BY AND BETWEEN THE CITY OF FORT PIERCE, THE CITY OF PORT ST. LUCIE, THE CITY OF STUART, THE CITY OF VERO BEACH, THE CITY OF SEBASTIAN, THE CITY OF OKEECHOBEE, THE TOWN OF SEWALL'S POINT, THE TOWN OF INDIAN RIVER SHORES, THE TOWN OF ,TUPITER ISLAND, FLOP, IDA MUNICIPAL CORPORATIONS; INDIAN RIVER COUNTY, MARTIN COUNTY, OKEECHOBEE COUNTY, AND ST. LUCIE COUNTY, POLITICAL SUBDIVTSION5 0i: THE STATE OF FLOI:~bA, FOR THE CREATION OF THE TREASURE COAST COUNCIL OF LOCAL GOVERNMENTS, APPROVING THE Al)OPTION OF ARTICLES OF INCORPORATION; PROVIDING A PRO i/ISION INCORPORATING PREVIOUS RESOLUTIONS; PROVIDING FOR AMENDING THE ARTICLE5 OF INCORPORATION; PROVIDING AN EFFE~?q'ZVE DATE. WHEREAS, the residents of the area surrounding and proxirnote to the Treasure Coast are served by separate governmental entities (collectively "~overnments"); and, WHEREAS, the Governments desire to incorporate the Treasure Coast Council of Local ~overnments, Inc.; and, WHEREAS, the 6overnments have many interrelating problems and needs which would best be resolved on a cooperative community basis, rather than separate action, thus reduc duplication of costs and services; and, WHEREAS, 5action 163.0;~, Florida Statutes, provides for the creation of voluntary councils of Iocol county ant municipal public officials for the cooperative resolution of area and community problems; and, WHEREAS, such an organization was established in 1987, but has not incorporated os o corporation not for profit; and, WHEREAS, the Governments now desire to incorporate the Treasure Coast Council of Local Governments. NOW, THEREFOR.-', BE ZT RESOLVED by the Board of County Commissioners of Indian River County, the Board of County Commissioners of AAartin County, the I~oord of County Commissioners of St. Lucia County, and the 8oard of County Commissioners of Okeechobee County, the City Commission of Fort Pierce, the City Commission of Port St. Lucia, the City Commission of Stuart, the City Commission of Veto Beach, the City Commission of Sebastian, the Town Council of Sewall's Point, the Town Council of Indian River 5hares and the Town Council of ,Tupite- Island, that: Section 1. Agreement to Incorporate In consideration of the mutual promises herein contained, the Board of County Commissioners of Indian River County, the Board of County Commissioners of Martin County, the Board of County Commissioners of St. Lucia County, and the Board of County Commissioners of Okeechobee County, the City Commission of Fort Pierce, the City Commission of Port St. Lucia, the City Commission of Stuart, the City Commission of Vero Beach, the City Commission of Sebastian, the Town Council of Sewall's Point, the Town Council of Indian River 5hares and the Town Council of ,Tupiter Island (hereinafter collectively referred ,o os "Incorporators") agree ,o form a corporation not for profit under ,he laws of the 5tote of Florida. and p~r,icularly Section 163.02, Florida 5,otutes. Section 2. Articles of Incorporation The Incorporators hereby acknowledge, accept the Articles of Incorporation os provided in Exhibit "A", which is attached and hereby incorporated into this Agreement. The operation and function of tqe Council shall be set forth in the Articles of Incorporation and the By-laws, os may be amended from time to time. Section 3. Amendments The Articles of Incorporation may only be amended by o joint resolution of the governing bodies of all members of the Council. This requirement specifically excludes the addition and removal of members, which is hereby expressly delegated to official representatives of the Council, os may be more clearly set forth in the By-laws. Section 4. Previous Res>lutions Adoption and execution of this Resolution shall supersede, and thereby incorporate herein, any and all prior resolutions entered into by the Incorporators for the purpose of establishing and operating -he Treasure Coast Council of Local ~overnments, formerly known as Tri-County Council of Local ~overnments. Section 5. Effective bcte This Resolution shall become effective upon passage by each of the parties herein provided. PASSEl:) AND DULY ADOPTED this 13th day of May, 2003. ATTEST: BOARD OF COUNTY COMMZSSZONER$ ST. LUCTE COUN~ BY: CHATRMA~/ APPROVED ~STO LE6AL FORM AND ARTICLES OF INCORPORATION OF THE TREASURE COAST COUNCIL OF LOCAL GOVERNMENTS, INC. A FLO ~IDA NOT FOR PROFIT CORPORATION The undersigned, acting as incorporators of a not for profit corporation pursuant to Chapter 617, Florida Statutes ("Florida Not for Profit Corporation Act"), adopts the following articles of incorporation and states as follows: ARTICLE ! NAME The name of the Corporation is The Treasure Coast Council of Local Governments, Inc. (hereinafter the "Corporation"). ARTICLE II PRINCIPAL OFFICE The principal office of the Corporation and the mailing address of the Corporation is St. Lucie County Administrative Center, 2300 Virginia Avenue, Fort Pierce, Florida 34982. ARTICLE III PURPOSE The Corporatioa shall be formed for the purpose of undertaking and carrying on the following: studying and addressing area governmental problems as the Corporation deems appropriate, including but not limited to, matters affecting the health, safety, welfare, education, economic conditions and area development of the Treasure Coast; to promote cooperative arrangements and coordinate action among its members; to make recommendations for review and action to the members and other public agencies that perform local functions and services within the area; and such other lawful businesses as may from time to time >e determined by the Board of Directors as appropriate. ARTICLE IV TERMS OF CORPORATE EXISTENCE The Corporation shall exist perpetually unless sooner dissolved according to law. Exhibit "A" ARTICLE V NON-STOCK The Corporation is organized on a non-stock basis. ARTICLE VI MANAGEMENT OF THE CORPORATION The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and further definitions, limitations and regulations of the powers of the Corporations and its directors: BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors shall hereinafter be known as the Council. BY-LAWS. In furtherance, and not in limitation, of the powers conferred upon it ')y the laws of the State of Florida, the Council shall have the power to make, alter, amend, change, add to or repeal the By-Laws of the Corporation. NUMBER OF DIRECTORS AND COMPOSITION OF THE BOARD. The Council shall be made up of one appointed representative from each member of the General Assembly. ELECTIDNS. The manner by which the directors are elected or appointed shall be ~et forth in the By-Laws. DIRECTOR QUALIFICATIONS. Any qualifications to be on the Council or an officer shall be set forth in the By-Laws. ARTICLE VIII MEMBERS The Corporation shall have two sets of members: the Council and the General Assembly. The Council shall constitute the Board of Directors and shall be made up of an appointed representative from each member local government. Any qualifications to be a member of the Council shall be set forth in the By-Laws. The second set of members shall be the General Assembly. The General Assembly shall be made up of the elected city, town and county officials from the local governments whom, now or in the future, am accepted as members of the Corporation. Any qualifications to be a member of the General Assembly shall be set forth in the By- Laws. ARTICLE VIII VACANCIES; REMOVAL. Any criteria estaolished to fill any vacancy or to remove any member or director shall be set forth in the By-Laws. ARTICLE IX LOCATION OF MEETINGS AND RECORDS Regular and special meetings of the Corporation shall be held within the State of Florida; provided, how:ver, that this requirement shall in no way limit the Council's ability to hold regular and special meetings by means of conference telephone, as may be permitted by the By-laws of the Corporation, which meetings shall be deemed held within the State of Flcrida. The books and records of the Corporation shall be kept within the State of Florida at such place or places as may be designated from time to time by the Council or in the By-Laws of the Corporation. ARTICLE X AMENDMENTS The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute; provided, that ~_11 such amendments must be adopted by a joint resolution of the local governing body from each member of the Corporation. ARTICLE XI REGISTERED OFFICE AND AGENT The street address of the registered office of the Corporation in the State of Florida is 2300 Virginia Avenue, Fort Pierce, Florida 34982. The name of the registered agent of the Corporaticn at such address is Douglas Anderson, County Administrator, St. Lucie County, Florida. ARTICLE XII INCORPORATORS The name and a6dress of the incorporators of the Corporation are: Doug Smith, Commissioner Martin C >unty, Florida 2401 SE Monterey Road Stuart, FL 34996 Frannie Hutchinson, Commissioner St. Lucie County, Florida 2300 Virginia Aveue, Room 304 Ft. Pierce, FL 34982 Edward Enns, Mayor City of Bt. Pierce, Florida P.O. Bo;~ 1480 Ft. Pieme, FL 34954 Sandra L. Bowden, Vice Mayor City of Vero Beach, Florida P.O. Bo>: 1389 Vero Beach, FL 32961-1389 John Abney, Commissioner Okeechcbee County, Florida 304 NW 2nd Street Okeechcbee, FL 34972 Joe Barczyk, Councilman City of Sebastian, Florida 609 Caravan Terrace Sebastian, FL 32958 Charles ?alcone, Commissioner Town o' Jupiter Island, Florida P.O. Box 7 Hobe Sound, FL 33475 Charles Fos~r, Commissioner City of Stua~,Florida 121SWFlaglerAvenue Stuart, FL34994 Robert M:nsky, Mayor City of Port St. Lucie, Florida 121 SW Port St. Lucie Blvd Port St. Lacie, FL 34984 Tom Cadden, Mayor Town of 7ndian River Shores, Florida 906 Holo aaa Drive Indian River Shores, FL 32963 Thomas P. Bausch, Mayor Town of Sewall's Point, Florida One South Sewall's Point Road Sewall's ~oint, FL 34996 Thomas Lowther, Commissioner Indian River County, Florida 1065 34ta Avenue SW Vero Beach, FL 32968 Dowling Watford, Councilman City of Okeechobee, Florida 701 NE 5th St Okeechobee, FL 34972 WE, THE UNDERSIGNED, being the Incorporators hereinbefore named, for the purpose of form a corvoration pursuant to the Florida Not for Profit Corporation Act, have executed these Articles of Incorporation this day of ,2003. Doug Smith, Commissioner Martin County, Florida Incorporator Frannie Hutchinson, Commissioner St. Lucie County, Florida Incorporator Edward Enns, Mayor City of Ft. Pierce, Florida Incorporator Sandra L. Bowden, Vice Mayor City of Vero Beach, Florida Incorporator John Abney, Commissioner Okeechobee County, Florida Incorporator Joe Barczyk, Councilman City of Sebastian, Florida Incorporator Charles Falcone, Commissioner Town of Jupiter Island, Florida Incorporator Charles Foster, Commissioner City of Stuart, Florida Incorporator Robert Minsky, Mayor City of Port St. Lucie, Florida Incorporator Tom Cadden, Mayor Town of Indian River Shores, Florida Incorporator Thomas P. Bausch, Mayor Town of Sewall's Point, Florida Incorporator Thomas Lowther, Commissioner Indian River County, Florida Incorporator Dowling Watford, Councilman City of Okeechobee, Florida Incorporator IN WITNESS WHEREOF, I, Douglas Anderson, having been named Registered Agent and to accept service of process for The Treasure Coast Council of Local Governments, Inc. at :he place designated in these Articles of Incorporation, hereby accept the appointment as Registered Agent and agree to act in this capacity. I further agree to comply with :he provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as Registered Agent this __ day of ,2003. Douglas Anderson, County Administrator St. Lucie County, Florida Registered Agent STATE OF FLORIDA ) ) COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of , 2003 by Douglas Anderson, who is personally known to me OR showed me identificaticn by means of a and who did take an oath. Notary Public State of Florida Printed Name: Commission No.: My Commission Expires: