[Adopted 5-31-2017 ATM by Art. 32 (Ch. 4, Art. 21, of the General Bylaws)]
[Amended 5-11-2024 ATM by Art. 29]
The purpose of the Trust shall be to provide for the preservation and creation of affordable housing in the Town of Kingston for the benefit of low- and moderate-income households and for the funding of community housing. In furtherance of this purpose, the Trustees are hereby authorized, in accordance with the procedures set forth herein, to acquire by gift, purchase or otherwise real property, personal property, or money, both tangible and intangible, of every sort and description; to use such property, both real and personal, and money in such manner as the Trustees shall deem most appropriate to carry out such purpose; provided, however, that all property and money held by the Trust and the net earnings thereof shall be used exclusively for the preservation and creation in the Town of Kingston of affordable housing for the purposes for which this Trust was formed.
There shall be a Board of Trustees of the Kingston Affordable Housing Trust Fund, in this section called the "Board," which shall include seven Trustees, including: The Board of Selectmen shall designate a minimum of one of its members to serve on the Board. Trustees shall be appointed by the Board of Selectmen, shall serve for a term not to exceed two years. Only persons who are residents of the Town of Kingston shall be eligible to hold the office of Trustee. Trustees shall serve for a term of two years, except that two of the initial Trustee appointments shall be for a term of one year, and may be reappointed at the discretion of the Board of Selectmen. Any Trustee who ceases to be a resident of the Town of Kingston shall cease to be a Trustee hereunder and shall promptly provide a written notification of the change in residence to the Board and to the Town Clerk. Any Trustee may resign by written instrument, signed and acknowledged by such Trustee and duly filed with the Town Clerk. If a Trustee shall die, resign, or for any other reason cease to be a Trustee hereunder before his/her term of office expires, a successor shall be appointed by the Board of Selectmen to fill such vacancy, provided that in each case the said appointment and acceptance in writing by the Trustee so appointed is filed with the Town Clerk. Upon the appointment of any succeeding Trustee and the filing of such appointment, 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. Reference to the "Trustee" shall mean the Trustee or Trustees for the time being hereunder.
[Amended 5-11-2024 ATM by Art. 29]
The Trust shall meet at least quarterly at such time and at such place as the Trustees shall determine. Notice of all meetings of the Trust shall be given in accordance with the provisions of the Open Meeting Law, MGL c. 30A, §§ 18 through 25. A quorum at any meeting shall be a majority of the Trustees, qualified and present in person.
The powers of the Board of Trustees, all of which shall be carried on in furtherance of the purposes set forth in MGL c. 44, § 55C, except that any purchase, sale, lease, exchange, transfer or conveyance of any interest in real property is subject to a two-thirds vote of the Trustees; the Trustees may incur debt, borrow money, grant mortgages and pledge Trust assets only in an amount not to exceed 80% of the total value of the Trust's assets; and any debt incurred by the Trust shall not constitute a pledge of the full faith and credit of the Town of Kingston and all documents related to any debt shall contain a statement that the holder of any such debt shall have no recourse against the Town of Kingston with an acknowledgement of said statement by the holder shall include the following:
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 ordinance or bylaw or any general or special law or any other source, including money from MGL c. 44B; provided, however, that any such money received from MGL c. 44B 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 at the end of each fiscal year, the Trust shall ensure that all expenditures of funds received from said MGL c. 44B are reported to the Community Preservation Committee of the city or Town for inclusion in the community preservation initiatives report, Form CP-3, to the 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 such real property purchases be subject to approval by a majority of 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;
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, provided that the approval of the Board of Selectmen shall be required for any such expenditure over $25,000; and that no such expenditure of any amount shall be in connection with a relationship that would constitute employment as such relationship relates to employer withholding of federal or state personal income tax, social security, Medicare, unemployment compensation, workers' compensation, employment benefits, pensions, collective bargaining or other generally accepted provisions of employment law;
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, provided that the approval of the Board of Selectmen shall be required for any such expenditure over $25,000;
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. 
With the approval of the Board of Selectmen, 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. 
With the approval of the Board of Selectmen, 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 Trustees deem advisable, to mortgage and pledge Trust assets as collateral, subject to the review by the Town Treasurer and approval by a majority vote of the Board of Selectmen. Any debt issued by the Trust shall not be deemed to constitute a debt or liability of the Town of Kingston or a pledge of the full faith and credit of the Town, but shall be payable solely from the revenues, funds and/or assets of the Trust. Any debt instrument executed by the Trust shall contain on the face thereof a statement to the effect that the Town of Kingston is not obligated to pay the same or the interest thereof except from revenues and/or assets of the Trust and that neither the faith and credit nor the taxing power of the Town of Kingston is pledged to the payment of the principal of or the interest on such debt. The issuance of debt by the Trust shall not directly or indirectly or contingently obligate the Town of Kingston to levy or to pledge any form of taxation whatever therefor or to make any appropriation for its payment;
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 this act, 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, provided that any property to which the Trust holds title shall not be abandoned with the approval of the Board of Selectmen;
O. 
To hold all or part of the Trust property uninvested for such purposes and for such time as the Board may deem appropriate;
P. 
To extend the time for payment of any obligation to the Trust;
Q. 
To implement or facilitate recommendations of various planning studies related to affordable housing, as may be applicable to the Town of Kingston;
R. 
To seek funding resources for affordable housing and promote public and private efforts to increase and improve the affordable housing stock in Kingston;
S. 
To provide grants or loans to assist low- or moderate-income home buyers to purchase or homeowners to rehabilitate a dwelling unit in the Town of Kingston.
A. 
A majority of Trustees 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. Any expenditures by the Trust within a single fiscal year to any one party in a cumulative amount exceeding $100,000 shall also be approved by the Board of Selectmen prior to finalizing the transaction.
B. 
The Trustees are authorized to execute, deliver and record with the Registry of Deeds any documents required for any conveyance authorized under this bylaw.
[Amended 5-11-2024 ATM by Art. 29]
Neither the Trustees nor any agent or officer of the Trust shall have the authority to bind the Town, except in the manner specifically authorized herein. The Trust is public employer and the Trustees are public employees for the purposes of MGL c. 258. The Trust shall be deemed a municipal agency and the Trustees special municipal employees for the purposes of MGL c. 268A.
The Town Treasurer shall be the custodian of the funds of the Trust. The books and records of the Trust shall be audited annually by an independent auditor in accordance with accepted accounting practices for municipalities. 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). Any income or proceeds received from the investment funds shall be credited to and become part of the Trust Fund. Expenditures by the Board of Trustees shall be processed through the warrant but shall be controlled by the provisions of MGL c. 44, § 55C. The yearly approved budget, and any approved budget revisions, will be recorded by the Treasurer. As custodian, the Treasurer shall issue checks as directed by the Board.
This Trust shall be of indefinite duration, until terminated by an act of the General Court or a vote of the Kingston 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. In making any such distribution, the Trustees may, subject to the approval of the Board of Selectmen and the Kingston Town Meeting, sell all or any portion of the Trust property subject to any restrictions thereon and distribute the net proceeds thereof or they may distribute any of the assets in kind. The powers of the Trustees shall continue until the affairs of the Trust are concluded. Once the Trust has been terminated, all financial transactions made on behalf of the Trust shall be approved by the Board of Selectmen.
[Amended 4-29-2023 ATM by Art. 36]
The Trust may be amended by a majority vote of the Trust with approval of the Board of Selectmen.
[Amended 4-29-2023 ATM by Art. 36]
The title 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.