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HomeMy WebLinkAbout2003-057RESOLUTION NO. 2003- 057 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 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 and the Town Council of Jupiter Island, that: 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. RESOLUTION NO. 2003- 057 The resolution was moved for adoption by Commissioner G i. n n , and the motion was seconded by Commissioner Neuberaer , and, upon being put to a vote, the vote was as follows: Chairman Kenneth R. Macht Aye Vice Chairman Caroline D. Ginn Aye Commissioner Arthur R. Neuberger Aye Commissioner Thomas B. Lowther Aye Commissioner Fran B. Adams Aye The Chairman thereupon declared the resolution duly passed and adopted this 20th day of May, 2003. INDIAN RIVER COUNTY, FLORIDA N by its Board of County Commissioners Attest:. --J. Barton;•Clerk A By , Kenneth . MacTit, Chairman '�•�Deputy`Cle`rk' ���.' • y •`f.r Y1 Approved as to form and legal sufficiency: Terrence P. O'Brien, Asst. to the County Attorney FAAttorney\Lea\DOCS\RESO\treas coast council local govts.rtf ARTICLES OF INCORPORATION OF THE TREASURE COAST COUNCIL OF LOCAL GOVERNMENTS, INC. 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 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 1281:7Z�7.`l� 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. ARTICLE IV TERMS OF CORPORATE EXISTENCE The Corporation shall exist perpetually unless sooner dissolved according to law. " E -H X H I B, I T "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: A. BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managed by or under thedirection 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 beset forth in the By -Laws. ARTICLE VIII 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. 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 all 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 Corporation at such address is Douglas Anderson, County Administrator, St. Lucie County, Florida. ARTICLE XII 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, ViceMayor 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 4972 Joe Barczyk, Councilman City of Sebastian, Florida 609 Caravan Terrace Sebastian, FL 32958 Charles Falcone, .Commissioner Town of Jupiter Island, Florida P.O. Box 7 Hobe Sound, FL 33475 Charles Foster, 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 1, , Torn Cadden, Mayor Town of Indian River Shores, Florida 906 Holoma 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 . WE, THE UNDERSIGNED, being the Incorporators hereinbefore named, for the purpose of form a corporation 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 the 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 the 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 identification by means of a and who did take an oath. Notary Public State of Florida Printed Name: Commission No.: My Commission Expires: BYLAWS OF THE TREASURE COAST COUNCIL OF LOCAL GOVERNMENTS, INC. WIRDk1► 100 The Treasure Coast Council of Local Governments, Inc. (hereinafter "TCCLG") is created by Resolution as a not for profit corporation established by agreement among its members pursuant to Section 163.02, Florida Statutes. The TCCLG is organized to establish a forum for discussion and study of area problems of mutual interest and concern to the cities, towns and counties of the Treasure Coast area. ARTICLE I. PURPOSES The purposes of the TCCLG shall be to study such area governmental problems as it deems appropriate, including but not limited to matters affecting health, safety, welfare, education, economic conditions, and area development; promote cooperative arrangements and coordinate action among its members; and make recommendations for review and action to the members and other public agencies that perform local functions and services within the area. ARTICLE II. FUNCTIONS The functions of the TCCLG shall include: A. . Review of Governmental Proposals. The review of proposals for the Treasure Coast area as defined herein or regional governmental units or agencies within the said area and the making of appropriate policy or action recommendations. B. Studv of Treasure Coast Area Problems. The identification and study ofproblems, functions, and services, in the Treasure Coast area as defined herein, and the making of appropriate policy or action recommendations. C. Studv of Problems Affecting' Treasure Coast Area. The identification and study of any action arising outside of the Treasure Coast area which, in the opinion of the TCCLG, will have a substantial effect on the Treasure Coast area, and the making of appropriate policy or action recommendations in regard to such outside action. D. Other Functions. Such other municipal or regional functions as the Council shall deem appropriate for the Treasure Coast Council of Local Governments. ARTICLE III. DEFINITIONS A. Treasure .Coast Area. For the purposes of the TCCLG, the Treasure Coast area shall be defined as the area including Indian River, Martin, St. Lucie, and Okeechobee Counties. B. Treasure Coast Area. Problem. A Treasure Coast area problem must be of mutual interest of two (2) or more members of the TCCLG and be of concern with the public health, safety, welfare, education, economic conditions, or development of the Treasure Coast. C. Official Representative. Official. Representative means the appointed representative of .each respective member of the General Assembly making up the TCCLG pursuant to these By-laws, the Articles of Incorporation and the Joint Resolution executed by the member government and accepted by the Council. 2 ARTICLE IV. MEMBERSHIP AND MEETINGS A. Membership. 1. Council. The Council shall act as the board of directors and shall be composed of the official representatives from the following local governments: Board of County Commissioners of Indian River County Board of County Commissioners of Martin County Board of County Commissioners of Okeechobee County Board of County Commissioners of St. Lucie County City of Fort Pierce City of Okeechobee City of Port St. Lucie City of Sebastian City of Stuart City of Vero Beach Town of Indian River Shores Town of Jupiter Island Town of Sewall's Point 2. General Assembly. The General Assembly shall be composed of all elected officials, including the official representatives, from the following local governments: Board of County Commissioners of Indian River County Board of County Commissioners of Martin County Board of County Commissioners of Okeechobee County Board of County Commissioners of St. Lucie County City of Fort Pierce City of Okeechobee City of Port St. Lucie City of Sebastian City of Stuart City of Vero Beach Town of Indian River Shores 3 Town of Jupiter Island Town of Sewall.'s Point 3. Powers. The Council shall have the authority and power to perform those tasks and make those decisions necessary for the daily operation of the TCCLG. 4. Membership Criteria. Membership for the Council and the General Assembly shall .be contingent upon the following: a. Approval by the governing body of the applicant of a resolution accepting the terms and conditions of the Articles of Incorporation and these By-laws. b. Payment of the membership fee, as established from time to time by the. Council. c. Membership with either the Florida Association of Counties or the Florida League of Cities. d. Approval by the Council of the TCCLG. e. By accepting membership, the applicant agrees to pay any and all annual or special assessments which the TCCLG may establish from time to time. 4. Reinstatement. Any local governing body which withdraws from membership may have.its=membership reinstated by paying all .assessments owed by it as established -by these By-laws. B. Meetings. 1. Regular Meetings. Regular meetings of the Council shall be held as determined by the Chairman. All members of the Council, or a designee, shall attend the regular meetings of the TCCLG. The time 4 and location of the regular meetings shall be determined by the Chairman. 2. . Annual Meeting. a. On or around the same time each year, the TCCLG shall hold an annual meeting ,attended by the Council and the General Assembly. The time and location of the annual meeting shall be determined by the Chairman. b. At the annual meeting, the General Assembly shall elect the Chairman, Vice Chairman, Secretary and Treasurer of the Council. 3. Notice and Agendas. Written notice, of regular meetings of the Council shall be given to the official representative of each member local government at least ten (10) days prior to each meeting. A tentative agenda for the meeting shall follow, or be sent simultaneously with, the notice. If the official representative is unable to attend any meeting, the official representative may select an alternate from his governmental body to attend in his place. 4. Special Meetings. a. Special meetings of the Council may be called: 1. By the Chairman 2. By motion of Council 3. By the Chairman at the request of any one (1) of its member governments. b. Notice of a special meeting shall be given to the official representative of each member local government. An agenda specifying the subject of the special meeting shall follow the s notice. If the official representative is unable to attend the special meeting, the official representative may select an alternate from his governmental body to attend in his place. Only those subjects appearing on the special agenda maybe discussed at that called meeting. The date, time, and location of the special meetings shall be determined by the Chairman. 3. Attendance. If the official representative is unable to attend any meeting, the official representative shall select an alternate from his governmental body to attend- in his place. The orderly function of the TCCLG depends on the regular attendance of its membership at all regularly scheduled meetings. Therefore, to ensure the timely order of business, the member local government will be notified if their representative is absent from two (2) consecutive regular meetings. Upon a third missed meeting, the member local government will be asked to provide a replacement. ARTICLE V. VOTING A. Voting Rights. The. overall intent of the TCCLG is that issues of concern should be fully discussed by respective representatives. For actual votes, each local government, through their official representative, shall have one vote; and such representative shall have the obligation of keeping their jurisdiction informed of decisions of the TCCLG where appropriate. B. Quorum: The -presence of a majority of the Council shall be necessary at any general or special meeting to constitute a quorum to transact business. C. Votine Maioritv., Action on any proposal other than an amendment to the Articles of Incorporation shall require an affirmative vote of a majority of those present. Any proposals thus passed shall be considered as action of the TCCLG and not its individual members.. Any amendment to the Articles of Incorporation shall require action by the member local governments, as set forth in the Articles of Incorporation. ARTICLE VI. OFFICERS. ELECTIONS. AND VACANCIES A. TCCLG Officers. The officers of the TCCLG shall consist of a Chairman, a Vice Chairman, a Secretary, and a Treasurer. All elected officers must be the official representative of their respective local governments and on the Council. There shall be a recording secretary selected by the Chairman and need not be a member of the TCCLG. B. Elections. Election of Chairman, Vice Chairman, Secretary and Treasurer shall be field at the annual meeting of the General Assembly. The Chairman shall appoint a nominating committee for the election of the Chairman, Vice Chairman, Secretary and Treasurer. Nominations may also be made from the floor. This election may be by voice vote.. C. Duties. 1. The Chairman shall: a. Preside at all meetings of the TCCLG; b. Be a member of all committees; C. Perform all other duties usually pertaining to the office of Chairman; d. Have the custody of all records including minutes and annual reports; 7 e. Report to the General Assembly summarizing matters completed during the year and any unfinished business; f. Appoint an audit committee of.one (1) or more persons from current members and -require such committee report its findings annually, no later than May of each year; and g. Arrange and ensure the filing of all appropriate forms for a not for profit corporation with the Department of State. 2. The Vice Chairman shall: a. Preside at all meetings of the TCCLG in the absence of the Chairman; and b. Perform all other such duties usually pertaining to the office of Vice Chairman. 3. The Secretary shall: a. Sign official documents,of the�TCCLG, when requested by the Chairman; b. Call the meeting to order in the absence of the Chairman or Vice -Chairman; and C. Preside .over the meeting until the election of a Chairman- protem, which such an election shall occur as the first order of business for that meeting. 4. The Treasurer shall: a. Be the custodian of all funds and securities of the TCCLG; b. Keep.,a:. record of the accounts of the Council and report thereon at each meeting; C. Make .annual. report at annual meeting; s d. Deposit all monies of the TCCLG in the name of the TCCLG in bank or banks selected and designated by the TCCLG; e. Ensure all appropriate financial records are filed with the Department of State, as necessary; and f. Ensure that.the financial records are reviewed annually. 5. Recording Secretary a. Record the minutes of all meetings; b. Give notice of meetings; C. Carry on correspondence of the TCCLG; . d. Note the roll call and absences at meetings; d. Provide the minutes of the past two meetings to any new members; and e. Perform such other duties as may be delegated by the TCCLG. D. Term of Office. The Chairman, Vice Chairman, Secretary and Treasurer shall hold their respective office. for one year, or until a replacement is elected. E. Vacancv. If a vacancy should occur due to the expiration of term of one of the officers in his own jurisdiction or for any other reason, an acting officer can be appointed by the TCCLG to serve until the next annual meeting. ARTICLE VIII. FINANCE A. Fiscal Year. The fiscal year of the TCCLG shall commence on October 1. 9 B. Budeet. The Treasurer, after consulting with the Chairman, shall submit the annual budget on or 'before May. This budget shall be adopted by the TCCLG on or before August. C. Funding. In addition to other funding provided herein or as may be deemed appropriate by the Council from time to time, the TCCLG may accept funds, grants, gifts, and services from the State of Florida, from any other governmental unit, whether participating in the TCCLG or not, from the government of the United States, and from private civic sources. D. Yearly Membership Assessment. Each year, upon adoption of the annual budget, the TCCLG shall fix membership assessments for all members of the TCCLG in amounts sufficient to provide the funds required by the budget. The membership assessment shall not exceed $500.00 per year. Any member local government whose annual assessment has not been paid by the time of the annual meeting shall not be entitled to vote at such meeting. The yearly membership assessment shall be equal for each member. E. Special Assessment. The Council may approve, by a majority vote pursuant to Article V.C., a special assessment. Following approval by the Council, such assessment must be separately considered by each member government and each -member government must authorize the payment of the special assessment. F. Bank Account. The TCCLG shall establish a bank account for the deposit of assessments and the payment of expenses. Payment of expenses shall be made by the Chairman or Treasurer. 10 a ARTICLE IX. ANNUAL REPORT A. Council Reports. Each Council member shall have the duty to regularly report Council matters to the representative's member government. B. TCCLG ReiDort. The Council shall make an annual public report of its activities to each of the member local governments and shall have its accounts audited annually. ARTICLE X. COMMITTEES Standing committees and special committees may be appointed by the Chairman whenever necessary to serve the needs of the TCCLG. Any TCCLG committee shall meet on the call of the TCCLG, their Chairman, and/or upon the request of any two member governments. Committee Chairman shall maintain records of their proceedings and submit these to the Chairman each September for inclusion, if deemed appropriate by the Chairman, in the TCCLG's annual report. ARTICLE XI. APPOINTEES Consultants and specialists, as deemed necessary to conduct the .. business of the TCCLG, may be appointed by the TCCLG. ARTICLE XII. RULES OF ORDER "Robert's Rules of Order" shall be the parliamentary authority for all matters of procedure not covered by these By-laws. 11 ARTICLE XIII. AMENDMENTS Amendments to these By-laws may be proposed by any member and shall become effective upon affirmative vote of the Council, pursuant to Article V.C. Revised as of April 21, 2003 , Chairman Approved by the Council at its meeting of .2003 12