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.
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.
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.