[HISTORY: Adopted by the Town Meeting of the Town of Middleton 10-18-2022 STM by Art. 13. Amendments noted where applicable.]
There shall be an Affordable Housing Trust Fund, herein referred to as the "Trust," which shall be governed by a Board of Trustees in accordance with MGL c. 44, § 55C, and the authority granted by Town Meeting, as revised from time to time.
The purpose of this Trust shall be to provide for the creation and preservation of affordable housing in the Town of Middleton for the benefit of low-and moderate-income households and for the funding of community housing.
There shall be a Board of Trustees ("Board") consisting of seven Trustees who shall be appointed by the Select Board. The members of the Board shall be comprised of as follows: one member of the Select Board; one member of the Community Preservation Committee or its designee; one member of the Housing Authority or its designee; one member of the Planning Board or its designee; one member of the Finance Committee or its designee; and two at-large members. The Trustees shall designate a chair, vice chair, treasurer, and clerk.
Trustees shall serve for a term not to exceed two years, except that two of the initial Trustee appointments shall be for a term of one year and may be re-appointed at the discretion of the Select Board. "Cause" for removal may include excessive absences from Trust meetings. Any Trustee may resign by written instrument signed and acknowledged by such Trustee and duly 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.
Meetings of the Trustees shall be held quarterly and at all other times deemed advisable at such time and at such place as the Trustees shall determine. A written notice stating the place, day, hour and agenda of each meeting of the Board shall be posted in accordance with the Open Meeting Law. A quorum at any meeting shall be a majority of the Trustees qualified. Meetings may be scheduled as needed in conformance with the requirements of the Massachusetts Open Meeting Law.
A. 
The powers of the Board, all of which shall be carried on in furtherance of the purposes set forth in MGL c. 44, § 55C, and inclusive of any future amendments, and pursuant to the provisions of a declaration of trust to be approved by the Select Board, shall include the following:
(1) 
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 Chapter 44B; provided, however, that any such money received from Chapter 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 Chapter 44B are reported to the Middleton Community Preservation Committee for inclusion in the community preservation initiatives report, Form CP-3, to the Dyepartment of Revenue;
(2) 
To purchase and retain real or personal property, including without restriction investments that yield a high rate of income or no income;
(3) 
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;
(4) 
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;
(5) 
To employ advisors and agents, such as accountants, appraisers and lawyers, as the Board deems necessary;
(6) 
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;
(7) 
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;
(8) 
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;
(9) 
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;
(10) 
To carry property for accounting purposes other than acquisition date values;
(11) 
To borrow money on such terms and conditions and from such sources as the Board deems advisable; to mortgage and pledge trust assets as collateral;
(12) 
To make distributions or divisions of principal in kind;
(13) 
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 act, to continue to hold the same for such period of time as the Board may deem appropriate;
(14) 
To manage or improve real property; and to abandon any property which the Board determined not to be worth retaining;
(15) 
To hold all or part of the Trust property uninvested for such purposes and for such time as the Board may deem appropriate; and
(16) 
To extend the time for payment of any obligation to the Trust.
B. 
The Trustees are authorized to execute a declaration of trust and certificate of trust for the Middleton Affordable Housing Trust Fund, subject to approval by the Select Board.
These powers shall be subject to the following limitations:
A. 
Any purchase, sale, lease, exchange, transfer, or conveyance of any interest in real property must be approved by three of the five voting members.
B. 
The Trustees may incur debt, borrow money, grant mortgages, and pledge Trust assets only in an amount not to exceed 80% of the Trust's total assets.
C. 
No debt incurred by the Trustees shall constitute a pledge of the full faith and credit of the Town of Middleton, 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 Middleton, with an acknowledgement of said statement by the holder.
A. 
A majority of Trustees, as fully constituted, 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. The Trustees may, by instrument executed by all the Trustees, delegate to any attorney, agent or employee such other powers and duties as they deem advisable, including power to execute, acknowledge or deliver instruments as fully as the Trustees might themselves and to sign and endorse checks for the account of the Trustees of the Trust. The Trustees shall not delegate the authority to amend or terminate the Trust and no such delegation shall be effective. No Trustee shall be required to post 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.
B. 
Notwithstanding any general or special law to the contrary, all moneys paid to the Trust in accordance with any zoning ordinance or bylaw, exaction 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 any fiscal year, whether or not expended by the Board within one year of the date they were appropriated into the Trust, remain Trust property.
Neither the Trustees nor any agent or officer of the Trust shall have the authority to bind the Town of Middleton, except in the manner specifically authorized herein. The Trust is a public employer and the Trustees are public employees for the purposes of MGL Chapter 258. The Trust shall be deemed a municipal agency and the Trustees special municipal employees for the purposes of MGL Chapter 268A.
This Declaration of Trust may be amended from time to time except as to those provisions specifically required under MGL c. 44, § 55C, and Middleton by laws, by an instrument in writing signed by all of the Trustees and approved at a meeting called for that purpose, provided that in each case, a certificate of amendment has been recorded with the Registry of Deeds and filed with the Land Registration Office.
The books and records of the Trust shall be maintained by the Town Treasurer and audited annually by an independent auditor in accordance with accepted accounting practices. The results of the audit shall be provided to the Town.
This Trust shall be of indefinite duration. However, it may be terminated by a vote of Town Meeting that terminates the Trust and repeals this bylaw. Upon termination of the Trust, subject to the payment of or making provision 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 of Middleton and held by the Select Board for affordable housing purposes. In making any such distribution, the Trustees may 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 shall be recorded with the Southern Essex District Registry of Deeds and filed with the Southern Essex District of the Land Court, following approval by the Select Board. The Select Board may authorize the Trustees to execute, deliver and record with the Registry of Deeds and Land Court any documents required for any conveyance authorized hereunder.