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.
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.
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.