[HISTORY: Adopted by the Special Town Meeting of the Town
of Lexington 11-1-2022 by Art.
12.[1] Amendments noted where applicable.]
There shall be in the Town of Lexington an Affordable Housing
Trust created pursuant to the authority set forth in Massachusetts
General Laws c. 44, § 55C, and Article 12 of the 2022 Fall
Special Town Meeting.
The Trust shall be called the "Lexington Affordable Housing
Trust" (the "Trust").
The purpose of the Trust shall be to provide for the preservation
and creation of affordable housing in the Town of Lexington for the
benefit of low- and moderate-income households and for the funding
of community housing, as defined in MGL c. 44B (the "Community Preservation
Act").
There shall be a Board of Trustees (the "Board"), which shall
include no less than five and no more than nine Trustees, including
one member of the Select Board, each of whom, to the extent possible,
shall have a background or interest in affordable housing, including
a resident with a low- or moderate-income, and who, together, shall
have a background in finance, law, real estate or real estate development.
A.
A
majority of the Board shall constitute a quorum.
B.
All
Trustees shall be appointed by the Select Board.
C.
Trustees
shall serve for a term of two years, except that one less than a majority
of the initial Trustee appointments shall be for a term of one year.
Trustees may be reappointed on terms to be determined by the Trust.
D.
Only
persons who are residents of Lexington shall be appointed as a Trustee.
Any Trustee who ceases to be a resident of Lexington shall cease to
be a Trustee hereunder within three months thereafter and shall promptly
provide a written notification of change in residence to the Board
and to the Town Clerk; provided, however, that if a person fails to
give such notice, their participation or vote on a matter shall not
void the Board's decisions with respect to that matter.
E.
A
Trustee may be removed by the Select Board for cause. Any Trustee
may also resign by written instrument signed and acknowledged by such
Trustee and duly filed with the Town Clerk. Vacancies shall be filled
by the Select Board for the remainder of an unexpired term.
F.
If
any Trustee is absent from five consecutive, regularly scheduled meetings
of the Trust or all meetings over any six-month period, except in
the case of illness, such Trustee's position shall be deemed
vacant and shall be filled with a new appointment as set forth above.
G.
The
Trustees shall elect officers annually consisting of a Chair, Vice
Chair and Clerk. The Trustees may establish subcommittees or ad hoc
related committees to carry out the purpose of the Trust.
H.
A
majority of Trustees then serving may exercise any or all of the powers
of the Trustees hereunder and may execute on behalf of the Trustees
any and all instruments with the same effect as though executed by
all the Trustees. No Trustee shall be required to give bond. No license
of court shall be required to confirm the validity of any transaction
entered into by the Trustees with respect to the Trust Estate.
I.
No
Trustee shall be liable for the acts, negligence, or defaults of any
other Trustee or any employee, agent, or representative of the Trustees
selected with reasonable care, not for errors in judgment, nor mistakes
of law or facts made in good faith, nor in reliance in good faith
on advice of counsel, nor any other acts or omissions in good faith.
J.
Neither
the Trustees nor any agent or officer of the Trust shall have the
authority to bind the Town of Lexington.
A.
The
Trust shall meet at least quarterly at such time and at such place
as the Trustees shall determine.
B.
The
Trust is a governmental body for purposes of MGL c. 30A, §§ 18
through 25 (the Open Meeting Law). Notice of all meetings of the Trust
shall be given in accordance with the provisions of the Open Meeting
Law, as may be amended from time to time, including provisions regarding
remote participation.
C.
The
Clerk shall prepare minutes of meetings of the Trust and shall maintain
records thereof. A quorum at any meeting shall be a simple majority
of the Trustees then serving.
A.
The
powers of the Board, all of which shall be carried out in furtherance
of the purposes set forth herein, shall include the following powers,
except that the Board shall require prior approval of the Select Board
to make purchases of real estate that exceed the average sale price
of a single-family home in the Town of Lexington as determined annually
by the Assessor's office.
(1)
To accept and receive real property, personal property or money,
by gift, grant, contribution, devise or transfer from any person,
firm, corporation or other public or private entity, including but
not limited to money, grants of funds or other property tendered to
the Trust in connection with any bylaw or any general or special law
or any other source, including money appropriated pursuant to MGL
c. 44B; provided, however, that any such money received from Chapter
44B shall be used in accordance with the provisions of MGL c. 44, § 55C(1);
(2)
To purchase and retain real or personal property, including without
restriction, investments that yield a high rate of income or no income;
(3)
To sell, lease, exchange, transfer or convey any personal, mixed,
or real property at public auction or by private contract for such
consideration and on such terms as to credit or otherwise, and to
make such contracts and enter into such undertaking relative to Trust
property as the Board deems advisable notwithstanding the length of
any such lease or contract;
(4)
To execute, acknowledge and deliver deeds, assignments, transfers,
pledges, leases, covenants, contracts, promissory notes, releases,
grant agreements and other instruments sealed or unsealed, necessary,
proper or incident to any transaction in which the Board engages for
the accomplishment of the purposes of the Trust;
(5)
To employ advisors and agents, such as accountants, appraisers and
lawyers as the Board deems necessary;
(6)
To pay reasonable compensation and expenses to all advisors and agents
and to apportion such compensation between income and principal as
the Board deems advisable;
(7)
To apportion receipts and charges between income and principal as
the Board deems advisable, to amortize premiums and establish sinking
funds for such purpose, and to create reserves for depreciation depletion
or otherwise;
(8)
To participate in any reorganization, recapitalization, merger or
similar transaction; and to give proxies or powers of attorney with
or without power of substitution to vote any securities or certificates
of interest; and to consent to any contract, lease, mortgage, purchase
or sale of property, by or between any corporation and any other corporation
or person;
(9)
To deposit any security with any protective reorganization committee,
and to delegate to such committee such powers and authority with relation
thereto as the Board may deem proper and to pay, out of Trust property,
such portion of expenses and compensation of such committee as the
Board may deem necessary and appropriate;
(10)
To carry property for accounting purposes other than acquisition
date values;
(11)
To borrow money on such terms and conditions and from such sources
as the Board deems advisable, to mortgage and pledge Trust assets
as collateral, but any mortgage or pledge of assets as collateral
greater than the extent of the Trust's assets requires approval
by a two-thirds vote of an Annual or Special Town Meeting;
(12)
To make distributions or divisions of principal in kind;
(13)
To compromise, attribute, defend, enforce, release, settle or otherwise
adjust claims in favor or against the Trust, including claims for
taxes, and to accept any property, either in total or partial satisfaction
of any indebtedness or other obligation, and subject to the provisions
of this Trust, to continue to hold the same for such period of time
as the Board may deem appropriate;
(14)
To manage or improve real property; and to abandon any property which
the Board determined not to be worth retaining;
(15)
To hold all or part of the Trust property uninvested for such purposes
and for such time as the Board may deem appropriate;
(16)
To extend the time for payment of any obligation to the Trust;
(17)
To make recommendations on proposals or Town Meeting warrant articles
which affect housing;
(18)
To develop policy goals and statements to serve as guidelines for
the Trust, subject to approval by the Select Board and consistent
with the Town's housing goals and plans as may be adopted and
amended by the Select Board from time to time;
(19)
To exercise such additional powers consistent with the provisions
of this bylaw and MGL c. 44, § 55C, as may be amended from
time to time.
(20)
To compensate the Town for services provided to the Trust in connection
with the Trust's activities, including but not limited to dedicated
staff to Trustees, engineering support for project-specific activities,
and other Town services, as such services are requested by the Trustees
to the Town Manager and authorized by the Town Manager or designee;
(21)
To establish criteria and qualifications for recipients and expenditures
in accordance with Trust's stated purposes;
(22)
To serve as a lottery and monitoring agent for affordable housing,
and to accept compensation for providing such services into the Trust.
B.
Notwithstanding
any general or special law to the contrary, all moneys paid to the
Trust in accordance with any Town bylaw or regulation, or private
contribution shall be paid directly into the Trust and need not be
appropriated or accepted and approved into the Trust. General revenues
appropriated into the Trust become Trust property and to be expended
these funds need not be further appropriated. All moneys remaining
in the Trust at the end of any fiscal year, whether or not expended
by the Board within one year of the date they were appropriated into
the trust, remain Trust property.
A.
The
Town Treasurer shall be the custodian of the Trust's funds and
shall maintain separate accounts and records for the Trust's
funds.
B.
The
Treasurer shall invest the funds in the manner authorized by MGL c.
44, § 55 (Public Funds on Deposit; Limitations; Investments),
§ 55A, (Liability of Depositor for Losses Due to Bankruptcy),
and § 55B (Investment of Public Funds), as such laws may
be amended or replaced.
C.
Any
income or proceeds received from the investment of funds shall be
credited to and become part of the Trust.
D.
Expenditures
by the Trust shall be processed through the Town's payment warrant
but shall be subject to the provisions of MGL c. 44, § 55C.
The Trust's approved annual budget, and any approved budget revisions,
shall be submitted to the Select Board.
E.
As
custodian, the Treasurer shall issue checks as directed by the Trustees.
In accordance with MGL c. 44, § 55C, the books and records
of the Trust shall be audited annually by an independent auditor in
accordance with accepted accounting practices for municipalities.
Upon receipt of the audit by the Trustees, a copy shall be provided
forthwith to the Select Board.
F.
The
Trustees shall keep a record of its activities and at the close of
every fiscal year shall make a report thereof to the Select Board.
The report shall include a description and source of funds received
and expended and the type of affordable housing programs or properties
assisted with the funding.
A.
The
Trust is a public employer and the members of the Board are public
employees for purposes of MGL c. 258.
B.
Trustees
are designated as public agents for purposes of the Constitution of
the commonwealth.
C.
The
Trust shall be considered a municipal agency and the Trustees shall
be considered special municipal employees and shall be subject to
the provisions of MGL c. 268A.
D.
The
Trust is exempt from MGL c. 59 and c. 62, and from any other provisions
concerning payment of taxes based upon or measured by property or
income imposed by the commonwealth or any political subdivision thereof.
E.
The
Trust is a board of the Town for purposes of procurement under MGL
c. 30B and c. 40, § 15A; but agreements and conveyances
between the Trust and agencies, boards, commissions, authorities,
departments and public instrumentalities of the Town of Lexington
shall be exempt from MGL c. 30B.
The Trustees are authorized to record a Declaration of Trust
and a Certificate of Trustees for the Trust with the Middlesex South
District Registry of Deeds and the Registered Land Division of the
Land Court Registration Office. The Declaration of Trust may be amended
from time to time except as to those provisions specifically required
under MGL c. 44, § 55C, by an instrument in writing signed
by all of the Trustees then serving and approved at a meeting called
for that purpose, and approved by the Select Board, provided that
in each case, a certificate of amendment shall be recorded with the
Middlesex South District Registry of Deeds and, if necessary, the
Registered Land Division of the Land Court.
A.
The Trust shall continue so long as authorized under the laws of
the Commonwealth of Massachusetts. Notwithstanding the foregoing,
the Trust may be terminated by a majority vote of the Town Meeting
in accordance with MGL c. 44, § 55C, provided that an instrument
of termination together with a certified copy of the Town Meeting
vote are duly recorded with the Middlesex South District Registry
of Deeds and, if necessary, the Registered Land Division of the Land
Court.
B.
Upon termination of the Trust, subject to the payment of or making
provisions for the payment of all obligations and liabilities of the
Trust and the Trustees, the net assets of the Trust shall be transferred
to the Town and held by the Select Board for affordable housing purposes.
In making any such distribution, the Trustees may, subject to the
approval of the Select Board, sell all or any portion of the Trust
property and distribute the net proceeds thereof or they may distribute
any of the Trust's assets in kind. The powers of the Trustees
shall continue until the affairs of the Trust are concluded.
Every contract, deed, mortgage, lease and other instrument executed by a majority of the Trustees then serving as appears from instruments or certificates recorded with the Registry of Deeds and Registered Land Division of the Land Court to be Trustees hereunder shall be conclusive evidence in favor of any person relying thereon or claiming thereunder that at the time of the delivery thereof this Trust was in full force and effect and that the execution and delivery of such instrument was duly authorized by the Trustees except that instruments of amendment pursuant to § 3-9 and an instrument of termination pursuant to § 3-10 hereof shall be conclusive only if it appears that the delegations, amendments or termination have been executed by all of the Trustees then serving. Any person dealing with the Trust property or the Trustees may rely on a certificate signed by any person appearing from instruments or certificates so recorded to be a Trustee hereunder as to the identity of the then current serving Trustees or as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the Trustees or in any other manner germane to the affairs of the Trust.
