[HISTORY: Adopted 5-7-2018 STM by Art. 7. Amendments noted where applicable.]
The Trust shall be called the "Brewster Affordable Housing Trust,"
herein referred to as the "Trust."
The purpose of the Trust shall be to provide for the preservation
and creation of affordable housing in the Town of Brewster for the
benefit of low and moderate income households and for the funding
of community housing as defined in and in accordance with the provisions
of Massachusetts General Laws, Chapter 44B ("Chapter 44B"). The Trust
shall use such property, both real and personal, and shall dispense
such funds in such manner as the Board of Trustees shall deem most
appropriate to carry out such purpose consistent with the policies
adopted from time to time by the Board of Selectmen regarding affordable
housing. The Trust shall be governed by a Board of Trustees in accordance
with General Laws Chapter 44, Section 55C ("Section 55C"), as revised
from time to time, and the authority granted by Town Meeting.
A.
There shall be a seven-member Board of Trustees (the "Board") appointed
by the Board of Selectmen from amongst the residents of the Town (except
that the Town Administrator or a staff member selected as his or her
designee shall not be required to be Town residents). The members
of the Board shall be comprised of as follows:
[Amended 5-6-2019 ATM, Art. 16]
(1)
One member of the Board of Selectmen;
(2)
One member of the Brewster Housing Partnership;
(3)
One member of the Community Preservation Committee;
(4)
One member of the Planning Board;
(5)
Two residents at large; and
(6)
The Town Administrator, a staff member or a resident (nonstaff member)
selected by the Town Administrator as the Administrator’s designee.
B.
Trustees shall serve for a term not to exceed two years, with the
initial terms of the Trustees staggered such that Trustees who are
members of the Board of Selectmen, the Brewster Housing Partnership,
the Community Preservation Committee, and the Planning Board, shall
serve for a term of one year, and thereafter for two years. Trustees who are
appointed as representatives of boards or committees shall serve for
two-year terms or until they no longer serve on such board or committee,
whichever is shorter. The Town Administrator shall serve by virtue
of the office. To the extent possible, the Board of Selectmen shall
appoint as Trustees individuals with background or interest in affordable
housing, and specifically those with financial, legal or development
expertise, or experience and perspective on housing preservation.
Any Trustee (other than the Town Administrator or staff person acting
as the Town Administrator’s designee) who ceases to be a resident
of the Town of Brewster shall vacate the office. Any Trustee may resign
by filing with the Town Clerk written notice thereof.
[Amended 5-6-2019 ATM, Art. 16]
C.
Any vacancy in the office of Trustee shall be filled by appointment
of the Board of Selectmen, notice of which shall be filed with the
Town Clerk. The title to the Trust estate shall thereupon and without
the necessity of any conveyance be vested in such succeeding Trustee
jointly with the remaining Trustees.
D.
Trustees may be removed by the Board of Selectmen at any time for
cause following the opportunity for a hearing. For purposes of this
bylaw, the term "cause" shall include, but not be limited to, violation
of any local, state, or federal law; incapacity to perform the duties
of a Trustee; and acts of a Trustee, that in the opinion of the Board
of Selectmen, are negligent or detrimental to the Town of Brewster
or the Trust; and four consecutive absences from Board of Trustees
meetings. Reference to the Trustee shall mean the Trustee or Trustees
for the time being hereunder.
E.
The Trustees shall annually elect a Trustee to serve as Chair. The
Chair may establish sub-committees and/or ad hoc task-related committees
to carry out the purposes of the Trust. Chairs of the sub-committees
may be selected by the members of the sub-committees.
The Board shall meet at least quarterly in the Town of Brewster
at such time and at such place as the Trustees shall determine. Special
meetings may be called by the Chair or by a majority of Trustees.
Notice of all meetings of the Trust shall be given in accordance with
the provisions of the Open Meeting Law, General Laws Chapter 30A,
Sections 18-25. While a majority of the full Board of Trustees shall
constitute a quorum for the transaction of any business of the Board
of Trustees, less than a quorum may, subject to the requirements of
the Open Meeting Law, continue a meeting to a time, date and place
certain.
The powers and duties of the Board shall include the following,
all of which shall be carried on in furtherance of the purposes and
in compliance with the terms set forth in Section 55C of Chapter 44
of the General Laws:
A.
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 by-law or any general or special
law or any other source, including money appropriated pursuant to
the Community Preservation Act, Chapter 44B of the Massachusetts General
Laws; provided, however, that any Community Preservation Act monies
received shall be used exclusively for community housing and shall
remain subject to all the rules, regulations and limitations of that
chapter when expended by the Trust, and such funds shall be accounted
for separately by the Trust; and provided further, that no later than
July 15 of any calendar year, the Trust shall ensure that all expenditures
of funds received from said Chapter 44B are reported to the Community
Preservation Committee for inclusion in the year end reporting to
the Massachusetts Department of Revenue;
B.
To purchase and retain real or personal property, including, without
restriction, investments that yield a high rate of income or no income;
provided that any expenditure of funds in excess of $50,000 to purchase
real or personal property shall first be approved by the Board of
Selectmen;
C.
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; provided that any sale, lease, exchange,
transfer or conveyance of any property having a value in excess of
$50,000 shall first be approved by the Board of Selectmen;
D.
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;
E.
To employ advisors and agents, such as accountants, appraisers and
lawyers as the Board deems necessary;
F.
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;
G.
To apportion receipts and charges between incomes 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;
H.
To participate in any reorganization, recapitalization, merger or
similar transactions; 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;
I.
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;
J.
To carry property for accounting purposes other than acquisition
date values;
K.
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, provided that any borrowing of funds in excess of $50,000
shall first be approved by the Board of Selectmen;
L.
To make distributions or divisions of principal in kind;
M.
To comprise, 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 Section 55C, to continue to hold the same for such period of time
as the Board may deem appropriate;
N.
To manage or improve real property; and to abandon any property which
the Board determined not to be worth retaining;
O.
To hold all or part of the Trust property uninvested for such purposes
and for such time as the Board may deem appropriate; and
P.
To extend the time for payment of any obligation to the Trust;
Q.
To issue policy goals and statements to serve as guidelines for the
Trust;
R.
To provide funds for the benefit of low and moderate income households
to assist in the acquisition, creation, preservation, rehabilitation
and support of housing affordable for such families; and
S.
To exercise such additional powers, if any, as may be set forth in
MGL c. 44, § 55C, as it may be amended from time to time.
A.
Except as otherwise provided, any action of the Board of Trustees
shall be approved by a majority of those present and voting at a duly
called meeting provided that a quorum is present, and any and all
instruments executed by such majority shall be binding upon the Trust,
and shall be conclusive evidence that such action has been duly authorized.
The Trustees may, by instrument executed by all the Trustees, delegate
to any attorney, agent or employee such other powers and duties as
they deem advisable, including power to execute and deliver instruments
as fully as the Trustees might themselves and to sign and endorse
checks for the account of the Trustees of the Trust. The Trustees
shall not delegate the authority to amend or terminate the Trust and
no such delegation shall be effective. 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. No one dealing with the Trustees need inquire
concerning the validity of any act of the Trustees or see to the application
of anything paid to or upon the order of the Trustees. No Trustee
shall be liable for the act, negligence or default of any other Trustee
or any employee, agent, or representative of the Trustees selected
with reasonable care, nor for errors in judgment, nor mistakes of
law or fact made in good faith nor in reliance in good faith on advice
of counsel nor for other acts or omissions in good faith.
B.
In exercising these powers, the Trustees shall recognize the role
of the Board of Selectmen or it's designee as the principal procurement
officer under MGL c. 30B, including the bidding and awarding of all
contracts. Where an act of the Trustees requires prior written notice
to the Board of Selectmen, notice shall be deemed given when addressed
to the Board of Selectmen.
The Trust is a public employer and the members of the Board
are public employees for purposes of General Laws Chapter 258. The
Trust shall be deemed a municipal agency and the members of the Board
of Trustees special municipal employees for purposes of General Laws
Chapter 268A, the Conflict of Interest Law. The Trust is a governmental
body for purposes of Massachusetts General Laws Chapter 30A, Sections
18-25, the Open Meeting Law. The Trust is also a board of the Town
for purposes of General Laws Chapter 30B, the Uniform Procurement
Act, and General Laws Chapter 40, Section 15; provided, however, that
agreements and conveyances between the Trust and agencies, boards,
commissions, authorities, departments and public instrumentalities
of the Town shall be exempt from said Chapter 30B. Notwithstanding
the foregoing, neither the Trustees nor any agent or officer of the
Trust shall have the authority to bind the Town.
The Town Treasurer shall be the custodian of the Trust's
funds and shall maintain separate accounts and records for said funds.
The Treasurer shall invest the Trust's funds in the manner authorized
by MGL c. 44, § 55B. Any income or proceeds received from
the investment of unrestricted funds shall be credited to and become
part of the Trust. The yearly approved budget, and any approved budget
revisions, will be filed with the Town Treasurer. As custodian, the
Treasurer shall issue checks or transfer monies as directed by the
Trustees and approved by the Board of Selectmen. In addition to the
requirements of MGL c. 44, § 55C, the Trust shall comply
with all requirements, if any, of all the funds deposited into the
Trust, and shall ensure that restricted funds, and any interest thereon,
are appropriately segregated and reported. The books and records of
the Trust shall be audited annually by an independent auditor in accordance
with accepted accounting practices. Cost associated with the independent
audit shall be borne by the Trust. Upon receipt of the audit by the
Board of Trustees, a copy shall be provided forthwith to the Board
of Selectmen.
Notwithstanding any general or special law to the contrary,
all moneys paid to the Trust in accordance with any zoning by-law,
exaction fee, 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 these funds need not be further appropriated to be expended.
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.
This Trust shall continue until terminated by a vote of the
Brewster Town Meeting. 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 Board of Selectmen
for affordable housing purposes except that any net funds generated
pursuant to MGL c. 44B which shall be returned to the CPA Fund for
community housing. In making any such distribution, the Trustees shall,
subject to the approval of the Board of Selectmen, sell all or any
portion of the Trust property and distribute the net proceeds thereof
or they may distribute any of the assets in kind to the Board of Selectmen.
The powers of the Trustees shall continue until the affairs of the
Trust are concluded.
Trustees shall not receive a salary, stipend, bonus or other
means of compensation for their service as a Trustee, nor shall they
be eligible for any benefits from the Town of Brewster. Trustees may
be compensated for reasonable out-of-pocket expenses for travel and
other Trust-related expenses. All such out-of-pocket expenses shall
be fully documented with receipts for expenses prior to payment by
the Trust.
The Trustees shall prepare an annual report describing the activities
of the Trust on a calendar year basis. The annual report shall be
submitted to the Brewster Board of Selectmen by December 31st of each
year and will be included in the Town's Annual Report. The annual
report shall list all financial transactions conducted by the Trust
including all revenues and costs, provide a balance sheet of liabilities
and assets of the Trust, list an inventory of all affordable housing
units created, sold, and/or managed by the Trust, and any other pertinent
information related to the business of the Trust.
The Trustees are hereby authorized to execute a Declaration
of Trust and Certificate of Trust for the Trust, to be recorded with
the Barnstable Registry of Deeds and the Barnstable Registry District
of the Land Court, as applicable. The Declaration of Trust may be
amended from time to time except as to those provisions specifically
required under MGL c. 44, § 55C and/or this bylaw, by an
instrument in writing signed by a majority of the Trustees and approved
at a meeting called for that purpose, and approved by the Board of
Selectmen.
The titles to the various Sections herein are for convenience
only and are not to be considered part of said Sections nor shall
they affect the meaning or the language of any such Section.
