[Adopted by the Town Meeting of the Town of Sudbury 5-2-2023 ATM by Art. 39. Amendments noted
where applicable.]
The purpose of the Trust shall be to provide for the preservation
and creation of affordable housing in the Town of Sudbury for the
benefit of low- and moderate-income households.
A.
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
(Municipal Affordable Housing Trust Fund) as outlined below except
that the Trustees 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 Select Board:
(1)
To
accept and receive real property, personal property, or money, by
gift, grant, contributions, devise, or transfer from any person, firm,
corporation or other public entity or organization or tendered to
the Trust in connection with provisions of any ordinance or bylaw
or any General Law or Special Act of the Commonwealth or any other
source, including money from MGL c. 44B (Community Preservation Act);
(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
Trustees deem 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 Trustees engage for the accomplishment
of the purposes of the Trust;
(4)
With
Select Board approval from Trustee recommendation, 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
to the extent of the Trust's assets, and subject to two-thirds vote
at any Annual or Special Town Meeting for greater than the extent
of the Trust's assets;
(5)
To
construct, manage or improve real property and to abandon any property
which the Trustees determine not to be worth retaining;
(6)
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;
(7)
To
hold all or part of the Trust property uninvested for such purposes
and for such time as the Trustees may deem appropriate;
(8)
To
become the lottery and monitoring agent for affordable housing and
accept compensation for those services into the Fund;
(9)
To
monitor the expiring use of any affordable housing in Sudbury;
(10)
To
compensate Town employees for services provided as authorized by the
Town Manager, including but not limited to dedicated staff to Trustees,
engineering support for project-specific activities, and other Town
services, as requested by the Trustees to the Town Manager;
(11)
To
employ advisors and agents, including but not limited to accountants,
appraisers and lawyers as the Trustees deem necessary;
(12)
To
pay reasonable compensation and expenses to all advisors and agents
and to apportion such compensation between income and principal as
the Trustees deem advisable;
(13)
To
participate or join or form a partnership, corporation or any other
legally organized entity to accomplish the purposes of this Trust
and 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,
person or entity;
(14)
To
apportion receipts and charges between incomes and principal as the
Trustees deem advisable, to amortize premiums and establish sinking
funds for such purpose, and to create reserves for depreciation, depletion
or otherwise;
(15)
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
Trustees may deem necessary and appropriate;
(16)
To
carry property for accounting purposes other than acquisition date
values;
(17)
To
make distributions or divisions of principal in kind;
(18)
To
extend the time for payment of any obligation to the Trust;
(19)
To
establish criteria and/or qualifications for recipients and expenditures
in accordance with the Trust's stated purposes;
(20)
To
compromise, 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 Trustees may deem 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 and by a two-thirds vote at any Annual or Special
Town Meeting.
D.
The Trustees
shall have full power and authority, at any time and from time to
time and without the necessity of applying to any court for leave
to do so, to expend the 100% of the Trust funds, both principal and
interest, to the extent that all funds hereunder may be expended if
the Trustees deem such expenditure appropriate. All expenditures shall
be made in conformance with the terms of this Trust and MGL c. 44,
§ 55C.
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.
A.
The Town
of Sudbury Treasurer-Collector shall be the custodian of the Trust's
funds and shall maintain separate accounts and records for said funds.
B.
The Town
Treasurer-Collector 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).
C.
Any income
or proceeds received from the investment of funds shall be credited
to and become part of the Trust.
D.
Expenditures
by the Trust 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
Town Treasurer-Collector.
E.
As custodian,
the Treasurer-Collector shall issue checks as directed by the Trustees.
F.
In accordance
with MGL c. 44, § 55C (Municipal Affordable Housing Trust
Fund), the books and records of the Trust shall be audited annually
by an independent auditor in accordance with accepted accounting practices.
The Trust shall be audited as part of the Town audit.
This Trust shall continue so long as authorized under the Laws
of the Commonwealth of Massachusetts. Notwithstanding the foregoing,
The Trust may be terminated by a majority vote of the Town Meeting
in accordance with MGL c. 4, § 4B, provided that an instrument
of termination, together with a certified copy of the Town Meeting
vote, are duly recorded with the Middlesex South District Registry
of Deeds and the Land Court. 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.
A declaration of trust and any amendments thereto shall be recorded
with the Middlesex South District Registry of Deeds and the Land Court.
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 and approved
at a meeting called for that purpose, and approved by the Select Board,
provided that, in each case, a certificate of amendment has been recorded
with the Middlesex South District Registry of Deeds and the Land Court.
Every contract, deed, mortgage, lease and other instrument executed by a majority of the Trustees as appears from instruments or certificates recorded with the Registry of Deeds and Land Registration Office 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 § 186-7 and an instrument of termination pursuant to § 186-5 hereof shall be conclusive only if it appears that the delegations, amendments or termination have been executed by all of the Trustees. Any person dealing with the Trust property or the Trustees may always relay 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 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.
