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2003-04 Treasure Coast Council of Local Govts.RESOLUTION NO. 03 -04 A JOINT RESOLUTION 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 JUPITER ISLAND, FLORIDA MUNICIPAL CORPORATIONS; INDIAN RIVER COUNTY, MARTIN COUNTY, OKEECHOBEE COUNTY, AND ST. LUCIE COUNTY, POLITICAL SUBDIVISIONS OF THE STATE OF FLORIDA, FOR THE CREATION OF THE TREASURE COAST COUNCIL OF LOCAL GOVERNMENTS, INC.; APPROVING THE ADOPTION OF ARTICLES OF INCORPORATION; PROVIDING A PROVISION INCORPORATING PREVIOUS RESOLUTIONS; PROVIDING FOR AMENDING THE ARTICLES OF INCORPORATION; PROVIDING AN EFFECTIVE DATE. WHEREAS, the residents of the area surrounding and proximate to the Treasure Coast are served by separate governmental entities (collectively "Governments and WHEREAS, the Governments desire to incorporate the Treasure Coast Council of Local Governments, Inc; and WHEREAS, the Governments have many interrelating problems and needs which would best be resolved on a cooperative community basis, rather than separate action, thus reducing duplication of costs and services; and WHEREAS, Section 163.02, Florida Statutes, provides for the creation of voluntary councils of local county and 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 as a corporation not for profit; and WHEREAS, the Governments now desire to incorporate the Treasure Coast Council of Local Governments. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Indian River County, the Board of County Commissioners of Martin County, the Board of County Commissioners of St. Lucie County, and the Board of County Commissioners Okeechobee County, the City Commission of Fort Pierce, the City Commission of Port St. Lucie, 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 Shores, the Town Council of Jupiter Island and the City Council of the City of Okeechobee, 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. Lucie County, and the Board of County Commissioners of Okeechobee County, the City Commission of Fort Pierce, the City Commission of Port St. Lucie, 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 Shores, the Town Council of Jupiter Island and the City Council of the City of Okeechobee (hereinafter collectively referred to as "Incorporators agree to form a corporation not for profit under the laws of the State of Florida, and particularly Section 163.02, Florida Statutes. Page 1 of 2 Section 2. Articles of Incorporation The Incorporators hereby acknowledge, accept the Articles of Incorporation as provided in Exhibit "A which is attached and hereby incorporated into this Agreement. The operation and function of the Council shall be set forth in the Articles of Incorporation and the By -laws, as may be amended from time to time. Section 3. Amendments The Articles of Incorporation may only be amended by a 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, as may be more clearly set forth in the By -laws. Section 4. Previous Resolutions Adoption and execution of this Resolution shall supersede, and thereby incorporate herein, any and all prior resolutions enter into the Incorporators for the purpose of establishing and operating the Treasure Coast Council of Local Governments, formerly known as Tri- County Council of Local Governments. Section 5. Effective Date This Resolution shall become effective immediately upon passage by each of the parities herein provided. INTRODUCED AND ADOPTED this 20th day of May 2003. APPROVED FOR LEGA SUFFICIENCY: John R. Cook, City Attorney Page 2 of 2 CITY COUNCIL CITY OF O OBEE, FLORIDA James E. irk, Mayor RESOLUTION NO. 2003-04 EXHIBIT A C, C..) T-'Trt ARTICLES OF INCORPORATION o 7, THE '1'REASURE COAST COUNCIL OF LOCAL GOVERNMENTS, INCA r- c,a o r�rt A FLORIDA 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 I NAME The name of the Corporation is The Treasure Coast Council of Local Governments, Inc. (hereinafter the "Corporation"). • ARTICLE II PRINCIPAL O1 -1.10E 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 Corporation 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 be determined by the Board of Directors as appropriate. RESOLUTION NO. 2003-04 EXHIBIT A - Page 1 of 8 ARTICLE IV 'PERMS OF CORPORA I b, EXIS'T'ENCE ' The Corporation shall exist perpetually unless sooner dissolved according to law. 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: A. 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. B. " BY-LAWS. In furtherance, and not in limitation, of the powers conferred upon it by 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. C. 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. D. 'ELECTIONS. The manner by which the directors are elected or appointed shall be set forth in the By -Laws. E. DIRECTOR QUALIFICATIONS. Any qualifications to be on the Council or an officer shall be set forth in the By -Laws. RESOLUTION NO. 2003-04 EXHIBIT A - Page 2 of 8 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, are 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 established 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, however, 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 Florida. 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. ARTICT .F 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 all such amendments must be adopted by a joint resolution of the local governing body from each member of the Corporation. RESOLUTION NO. 2003-04 EXHIBIT A - Page 3 of 8 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 Corporation at such address is Douglas Anderson, County Administrator, St. Lucie County, Florida. ARTICLE XU INCORPORATORS The name and address of the incorporators of the Corporation are: Doug Smith, Commissioner Martin County, 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 Ft. Pierce, Florida P.O. Box 1480 Ft. Pierce, FL 34954 Sandra L. Bowden, Vice Mayor City of Vero Beach, Florida P.O. Box 1389 Vero Beach, FL 32961-1389 John Abney, Commissioner Okeechobee County, Florida 304 NW 2nd Street Okeechobee, FL 34972 Joe Barczyk, Councilman City of Sebastian, Florida 609Caravan Terrace Sebastian, FL 32958 RESOLUTION NO. 2003-04 EXHIBIT A - Page 4 of 8 Charles Falcone, Commissioner Town of Jupiter Island, Florida P.O. Box 7 Hobe Sound, FL 33475 Gene Rifkin, Commissioner City of Stuart, Florida 121 SW Flagler Avenue Stuart, FL 34994 Robert Minsky, Mayor City of Port St. Lucie, Florida 121 SW Port St. Lucie Blvd Port St. Lucie, FL 34984 Tom Cadden, Mayor Town of Indian River Shores, Florida 906 Floloma Drive Indian River Shores, FL 32963 Thomas P. Bausch, Mayor Town of Sewall's Point, Florida One South Sewall's Point Road Sewall's Point, FL 34996 Thomas Lowther, Commissioner Indian River County, Florida 1065 34th Avenue SW Vero Beach, FL 32968 Dowling Watford, Councilman City of Okeechobee, Florida 701 NE 5th St Okeechobee, FL 34972 RESOLUTION NO. 2003-04 EXHIBIT A - Page 5 of 8 WE, THE UNDERSIGNED, being the Incorporators hereinbefore named, for the purpose of form a corporation pursuant to the FloridOot for Prot orporation Act, have executed these Articles of Incorporation this Q-7. day of _ 2003. g Smith, Commissioner actin County, Florida Incorporator Frannie trtchi ison, Commissioner St. Lucie County, Florida Incorporator Edwar• s, Mayor City o . Pierce, Florida Incorporator S. • a L. Bowden, Vice Mayor City of Vero Beach, Florida Incorporator ey, Commissio ee County, Flo Incorporator 4140/AW: J.4 z • arczyk, Co i c' man City of Sebasti n, F orid Incorporator RESOLUTION NO. 2003-04 EXHIBIT A - Page 6 of 8 Charles Falcon:, Commissioner Town of Jupiter Island, Florida Incorporator - ene Rifkin, Commission { r ity 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 r owling'Watford, Cou li an City of Okeechobee, Florida Incorporator RESOLUTION NO. 2003-04 EXHIBIT A - Page 7 of 8 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 the place designated in these Articles of Incorporation, hereby accept the appointment as Registered Agent and agree to act in this capacity. T further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and ccept the obligations of my position as Registered Agent this cl day of , 2003. APPA AS TO FIR .149 COUNTY Ate' D ugl . s Anderson, County Administrator St. Lucie County, Florida Registered Agent STATE OF FLORIDA ) ) COUNTY OF 51- .Lode• ) . The foregoing instrument was acknowledged before me this i u day of , 2003 by Douglas Anderson, who is personally known to me OR showed me identification by means of a and who did take an oath. OAUtAi-t-6:414016 w rim ft% Carol A Bishop Notary Public * My. Commission C01138534q A • I,0, Expires May 21. 2004 State of Florida Printed Name: ( A- -15(S l�o Commission No.: w Cit arm, My Commission Expires: RESOLUTION NO. 2003-04 EXHIBIT A - Page 8 of 8