[Adopted 11-15-2021 ATM by Art. 19]
Pursuant to the authority of G.L. c. 44, § 55C, the
Municipal Affordable Housing Trust statute, there is hereby created
a local municipal affordable housing trust fund to be known as the
"Dedham Affordable Housing Trust Fund" (the "Trust"). The purpose
of the Trust is to provide for the creation and preservation of affordable
housing in Dedham, for the benefit of low and moderate income households
and for the funding of community housing in accordance with the provisions
of G.L. c. 44B.
There shall be a Board of Trustees of the Trust ("Board"), composed
of seven members, all of whom shall be Dedham residents at the time
of and throughout the term of their appointment, as follows: one member
of the Select Board; one member of the Planning Board, or its designee;
one representative of a local housing organization or a Dedham resident
who demonstrates knowledge of tenant issues; and four Dedham residents
with relevant personal or professional experience and knowledge in
real estate, finance, affordable housing, banking, planning, architecture
or landscape architecture, social services, or other relevant experience.
The Select Board may appoint the Town Manager and/or the Town Planner
as a member or chair of the Board, in which case they would have a
voice but no vote and would not count towards the quorum, or as support
staff for such board. All trustees are to be appointed by the Select
Board for staggered terms not to exceed two years, except that three
of the initial Trustee appointments shall be for a term of one year,
so as to allow staggered terms. Trustees appointed by the Select Board
may be reappointed at the discretion of the Select Board for additional
terms, without limit.
Any vacancy occurring mid-term shall be filled in the same manner
as the original appointment for the remainder of the unexpired term.
Any member of the Board may be removed for cause by the Select Board,
after the opportunity of a hearing. Upon any vacancy in the position
of a voting Trustee, including a Trustee who ceases to be a resident
of the Town of Dedham during their appointed term, title to the Trust
estate shall vest in the remaining trustees, without any necessity
of conveyance. Following the appointment of a Trustee, and after filing
with the Trust and the Town Clerk a record of such appointment or
certificate of such appointment, title to the Trust estate shall thereupon
and without the necessity of any conveyance vest in the succeeding
Trustee jointly with the remaining Trustees. Reference to the Trustee
shall mean the Trustee or Trustees for the time being hereunder.
The Board is authorized to execute a Declaration of Trust and
Certificate of Trust for the Dedham Affordable Housing Trust Fund,
consistent with this by-law and G.L. c. 44, § 55C ("Municipal
Affordable Housing Trust Fund"), to be recorded with the Norfolk County
Registry of Deeds and filed with the Norfolk Registry District of
the Land Court.
The powers of the Board, all of which shall be carried on in
furtherance of the purposes set forth in G.L. c. 44, § 55C,
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 money,
grants of funds, or other property tendered to the Trust in connection
with any ordinance or by-law or any general or special law or any
other source; and provided further, that any purchase, sale, lease,
exchange, transfer, or conveyance of any interest in real property
shall be approved by a vote of at least two-thirds of the appointed
members of the Board;
B.
To purchase and retain real or personal property, including without
restriction investments that yield a high rate of income or no income;
C.
To sell, lease, exchange, transfer, or convey any personal, mixed,
or real property at public auction or by private contract for consideration
and on terms as to credit or otherwise, and to make contracts and
enter into an undertaking relative to Trust property as the Board
deems advisable notwithstanding the length of any 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, notwithstanding administrative
and technical support provided through finance, treasurer/collector,
and accounting departments, and that which may be provided by Town
staff in various departments, including planning, inspection services,
and conservation;
F.
To pay reasonable compensation and expenses to all advisors and agents
and to apportion compensation between income and principal as the
Board deems advisable;
G.
To apportion receipts and charges between income and principal as
the Board deems advisable, to amortize premiums and establish sinking
funds for this 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 the committee the powers and authority with relation
thereto as the Board may deem proper and to pay, out of Trust property,
the portion of expenses and compensation of the committee as the Board
may deem necessary and appropriate;
J.
To carry property for accounting purposes other than acquisition
date values;
K.
To make distributions or divisions of principal in kind;
L.
To comprise, attribute, defend, enforce, release, settle, or otherwise
adjust claims in favor of 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 by-law and G.L. c. 44, 55C, to continue to hold the same for
such period of time as the Board may deem appropriate;
M.
To manage or improve real property; and to abandon any property which
the Board determined not to be worth retaining;
N.
To hold all or part of the Trust property uninvested for the purposes
and for such time as the Board may deem appropriate; and
O.
To extend the time for payment of any obligation to the Trust.
Three or more Trustees may execute on behalf of the Trustees
any and all instruments with the same effect as though executed by
all the Trustees, provided that the underlying action shall have been
approved by a majority of a quorum of Trustees. No Trustee shall be
required to give bond. No license of the court shall be required to
confirm the validity of any transaction entered into by the Trustees
with respect to the Trust estate, unless otherwise required by law.
Meetings of the Board shall be held at least quarterly. Special
meetings may be called by the Chair or any three Trustees. The Trust
is a governmental body for purposes of G.L. c. 30A, §§ 18
through 25, the Open Meeting Law; notice of any meeting of the Trust
Fund shall be filed with the Town Clerk and posted in accordance with
the Open Meeting Law. A majority of the number of authorized Trustees
shall constitute a quorum. Any vote taken by a majority of a quorum
of the Board shall bind the Trust.
Neither the Board nor any agent or officer of the Trust shall
have the authority to bind the Town, except in the manner specifically
authorized herein. Any debt incurred by the Board shall not constitute
a pledge of the full faith and credit of the Town of Dedham; and all
documents related to any debt shall contain a statement that the holder
of the debt shall have no recourse against the Town, with an acknowledgement
of the statement by the holder.
Notwithstanding any general or special law to the contrary,
all monies paid to the Trust in accordance with any zoning by-law,
fee, or private contributions 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 the fiscal year, whether
or not expended by the Board within one year of the date they were
appropriated into the Trust, remain Trust property.
The Trust is a board of the Town of Dedham for the purposes
of G.L. c. 30B ("Uniform Procurement Act") and G.L. c. 40, § 15A,
but 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. Further, the Trust
is a public employer and members of the Board are public employees
for purpose of G.L. c. 258. The Trust is a municipal agency and the
Trustees are special municipal employees for purposes of G.L. c. 248A.
The Trust is exempt from G.L. c. 59 and G.L. c. 62, and from
any other provisions concerning payment of taxes based upon or measured
by property or income imposed by the Commonwealth of Massachusetts
or any political subdivision thereof.
The Board shall provide for an annual audit of the books and
records of the Trust. The audit shall be performed by an independent
auditor in accordance with accepted accounting practices. Upon receipt
of the audit by the Board, a copy shall be provided forthwith to the
Select Board.
The Treasurer/Collector shall be the custodian of the Trust's
funds and shall maintain separate accounts and records for such funds.
Any income or proceeds received from the investment of funds shall
be credited to and become part of the Trust Fund. In accordance with
G.L. c. 44, § 55C, the books and records of the Trust shall
be audited annually by an independent auditor in accordance with accepted
accounting practices.
