[Adopted by the Town Meeting of the Town of Sherborn 2020.
Amendments noted where applicable.]
[Amended 4-25-2023 ATM
by Art. 22]
The Sherborn Housing Trust shall be constituted and operate
under MGL c. 44, § 55C, and subject to the limitations contained
in this bylaw.
The Trust shall be called the "Sherborn Affordable Housing Trust."
[Amended 4-25-2023 ATM
by Art. 22]
The purpose of the Trust shall be to provide for the preservation
and creation of affordable housing in the Town of Sherborn for the
benefit of low- and moderate-income households. 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 tenet earnings thereof
shall be used exclusively for the preservation and creation in the
Town of Sherborn of affordable housing for the purposes for which
this Trust was formed.
[Amended 4-25-2023 ATM
by Art. 22]
The Board of Trustees shall consist of five or seven members
appointed by the Select Board for two-year terms. The Board shall
consist of one Select Board member and one member nominated to the
Board of Trustees from each of the two following Boards and Committees:
Planning Board and the Land Acquisition Committee. Such nominated
members shall be representatives of their respective Boards and shall
continue serving both at the pleasure of the Select Board as well
as their respective Boards. Only persons who are residents of the
Town of Sherborn 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 Select Board. 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 Select
Board 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 4-26-2022 ATM
by Art. 21; 4-25-2023 ATM by Art.
22]
The Trustees shall have the following powers, which shall be
carried out in accordance with and in furtherance of the provisions
of MGL c.44, §55C, as outlined below, except that it shall have
no ability to borrow money, or mortgage or pledge Trust assets, purchase,
sell, lease, exchange, transfer or convey any interest in real property
without prior approval of the Sherborn Select Board:
A.
To accept
and receive property, whether real or personal, by gift, grant, devise,
or transfer from any person, firm, corporation or other public or
private entity, including without limitation grants of funds or other
property tendered to the trust in connection with provisions of any
zoning ordinance or bylaw or any other ordinance or bylaw or any General
Law or Special Act of the commonwealth or any other source:
(1)
With
Select Board approval from Trustee recommendation to purchase and
retain real or personal property, including without restriction investments
that yield a high rate of income or no income, taking into account
of safety, liquidity and yield. All officers who control the investment
of such funds shall invest them in accordance with MGL c. 44, § 54;
(2)
With
Select Board approval from Trustee recommendation 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;
(3)
To execute,
acknowledge and deliver deeds, assignments, transfers, pledges, leases,
covenants, contracts, promissory notes, releases and other instruments
sealed or unsealed, necessary, proper or incident to any transaction
in which the Board of Trustees engages for the accomplishment of the
purposes of the Trust;
(4)
To employ
advisors and agents, such as accountants, appraisers and lawyers,
as the Board deems necessary;
(5)
To pay
reasonable compensation and expenses to all advisors and agents and
to apportion such compensation between income and principal as the
Board of Trustees deems advisable;
(6)
To apportion
receipts and charges between incomes and principal as the Board of
Trustees deems advisable, to amortize premiums and establish sinking
funds for such purpose, and to create reserves for depreciation depletion
or otherwise;
(7)
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;
(8)
To deposit
any security with any protective reorganization committee, and to
delegate to such committee such powers and authority with relation
thereto as the Trustees may deem proper and to pay, out of trust property,
such portion of expenses and compensation of such committee as the
Board of Trustees may deem necessary and appropriate;
(9)
To carry
property for accounting purposes other than acquisition date values;
(10)
With
Select Board approval from Trustee recommendation to borrow money
on such terms and conditions and from such sources as the Board of
Trustees deems advisable, to mortgage and pledge trust assets as collateral;
(11)
To
make distributions or divisions of principal in kind;
(12)
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 act, to continue to hold the same for such period of time
as the Board of Trustees may deem appropriate;
(13)
To
manage or improve real property, and to abandon any property which
the Board of Trustees determined not to be worth retaining;
(14)
To
hold all or part of the trust property uninvested for such purposes
and for such time as the Board may deem appropriate; and
(15)
To
extend the time for payment of any obligation to the trust.
(16)
The
Select Board may require a financial audit in any fiscal year if deemed
appropriate.
B.
Notwithstanding
anything to the contrary herein, Select Board approval shall be required
for any of the following actions:
C.
Notwithstanding
anything to the contrary herein, the Trustees may not borrow, mortgage,
or pledge greater than the current Trust assets unless approved by
the Select Board.
A.
The Trust
shall meet at least quarterly at such time and such place as the Trustees
shall determine. Special meetings may be called by the Chairperson
or by any two Trustees. Notice of any meeting of the Trust shall be
filed with the Town Clerk and posted in accordance with the Open Meeting
Law, MGL c. 30A, §§ 18 through 25.
[Amended 4-25-2023 ATM
by Art. 22]
B.
A quorum
of the Board of Trustees shall be the majority of the number of authorized
Trustees.
C.
The Trustees
shall annually elect one Trustee who shall not be a member of the
Board of Selectmen to serve as Chairperson. The Chairperson may establish
subcommittees and/or ad hoc task related committees to carry out the
purposes of the Trust. Chairpersons of the subcommittees may be selected
by the member of the subcommittees.
[Amended 4-25-2023 ATM
by Art. 22]
D.
If any Trustee
is absent from five consecutive regularly scheduled meetings of the
Trust, expect in the case of illness, his/her position shall be deemed
vacant and shall be filled with a new appointment as set forth above.
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.
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 a public employer and the Trustees
are public employees for the purposes of MGL c. 268A. 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 Trust shall be of infinite duration, until terminated in
accordance with applicable law. 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 assets in kind. The powers
of the Trustees shall continue until the affairs of the Trust are
concluded.
The Select Board may authorize the Trustees to execute, deliver,
and record with the Registry of Deeds any documents required for any
conveyance authorized hereunder.
[Amended 4-25-2023 ATM
by Art. 22]
The titles to various sections herein are for convenience only
and are not to be considered part of said sections nor shall they
affect the meaning or language of any such section.
