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RESOLUTION NO. 2003-057 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 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 and the Town Council of Jupiter Island (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. 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 by 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 — Representative Commissioner Lowther, Indian River County's representative to the present unincorporated Council, is authorized to execute on behalf of Indian River County any and all documents necessary for or related to incorporation of the Council pursuant to Section 163.02, Florida Statutes. Section 6 - Effective Date This Resolution shall become effective upon passage by each of the parties herein provided.