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DECLARATION OF TRUST
TOWN OF WATERTOWN
MUNICIPAL AFFORDABLE HOUSING TRUST
THIS DECLARATION OF TRUST is hereby made as of this ___ day of ____, 2021, by the Town of
Watertown, acting by and through its Town Council, as approved by vote at its meeting of ____, 2021,
pursuant to M.G.L. c.44, §55C.
ARTICLE I: NAME OF THE TRUST
The Trust shall be called the “Watertown Affordable Housing Trust” (hereafter, “Housing Trust”).
ARTICLE II: PURPOSE
The purpose of the Housing Trust is to provide for the creation and preservation of affordable housing
within the Town of Watertown for the benefit of low‐ to moderate‐income households in accordance
with the provisions of MGL c. 44 § 55C.
ARTICLE III: APPOINTMENT AND TENURE OF TRUSTEES
(A) Composition. The Housing Trust shall have a Board of Trustees composed of five (5) Trustees that
meet at regular intervals. The Town Manager shall serve as one of the Trustees.
(B) Appointment of Trustees; terms, vacancies. The Town Manager shall appoint Trustees for a two (2)
year term, such term to end on the 1st day of the _____ month of the expiration year or until such time
as a successor is appointed. The Trustees first appointed shall have staggered terms, with two (2) of the
appointed Trustees initially serving a one‐year term, and the remaining two (2) serving a two‐year term.
Thereafter, all appointments and reappointments, with the exception of the Town Manager’s term, shall
be for a period of two (2) years. If a vacancy shall occur among the Trustees, it shall be filled in the same
manner as the original appointment for the unexpired term. Trustees may serve more than one term.
(C) Qualifications. Trustees appointed by the Town Manager shall be residents who have relevant
experience in the fields of real estate, housing, banking, finance, law, architecture, or similar areas of
expertise relating to the creation and preservation of affordable housing. Any Trustee who ceases to be
a Town resident shall promptly provide written notification of the change in residence to the Trust and
to the Town Clerk. The Trustee may serve until a successor is appointed.
(D) Service without compensation. The Trustees shall serve without compensation.
(E) Removal. Trustees may be removed at the discretion of the Town Manager.
ARTICLE IV: POWERS OF TRUSTEES
(A) Authority and responsibilities. The specific authority and responsibilities of the Trustees, all of which
shall be carried on in furtherance of the purposes set forth in MGL c. 44, § 55C, and in furtherance of
this trust instrument, are as follows:
(1) To accept and receive property, whether real or personal, by gift, grant, devise, or transfer from any
person, firm, corporation or other public or private entity, including without limitation grants or funds or
other property tendered to the trust in connection with provisions of any zoning ordinance or any other
Commented [FL1]: By statute, the number is no less than
5. DCDP has no opinion whether the number should be 5 or
7 (the most common choices.)
Commented [FL2]: This requirement is commonly
included but is not mandated by the statute.
Commented [FL3]: Except for the beginning phrase of the
8th paragraph, the first 16 paragraphs/powers come from
the statute.
2
ordinance or any general or special law or any other source, included money from M.G.L. 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 Housing 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 Watertown Community Preservation Committee for
inclusion in the community preservation initiatives report, form CP‐3, to the Massachusetts Department
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 Trustees deem 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 Trustees engage for the accomplishment of
the purposes of the trust;
(5) To employ advisors and agents, such as accountants, appraisers and lawyers as the Trustees deem
necessary;
(6) 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;
(7) 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;
(8) 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 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 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;
(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 Trustees deem
advisable, to mortgage and pledge trust assets as collateral;
(12) To make distributions or divisions of principal in kind;
Commented [FL4]: This paragraph, directly from the
housing trust statute, uses “community housing” because
that term is used in Chapter 44B (CPA).
Commented [FL5]: [sic]
3
(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 MGL c. 44, § 55C,
to continue to hold the same for such period of time as the Trustees may deem appropriate;
(14) To manage or improve real property; and to abandon any property which the Trustees 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
Trustees may deem appropriate;
(16) To extend the time for payment of any obligation to the trust;
(17) To compensate the Town for services provided as authorized by the Town Manager and in
accordance with applicable laws, including but not limited to dedicated staff to the Trustees,
engineering support for project specific activities, and other Town services, as requested by the Trustees
to the Town Manager; and
(18) To perform such other duties and responsibilities as the Town Council may direct by ordinance,
including but not limited to, reviewing development applications which have or propose affordable
housing units.
(B) Limitations. Neither the Trustees nor any agent or officer of the Housing Trust shall have the
authority to bind the Town, except in the manner specifically authorized herein. Any debt incurred by
the Housing Trust shall not constitute a pledge of the full faith and credit of the Town of Watertown,
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 Watertown, with an acknowledgement of said statement by the
holder.
ARTICLE V: MEETINGS OF THE TRUSTEES
(A) Meetings. The Housing Trust shall meet at least quarterly at a time and place as the Trustees shall
determine. Notice of all meetings shall comply with the provisions of Open Meeting Law, M.G.L. c. 30A,
§§ 18‐25. A quorum at any meeting shall be a majority of the Trustees then serving. Meetings shall be
scheduled by the chair.
(B) Officers. The Trustees shall designate a chair, treasurer and clerk. In the chair’s absence, the
treasurer shall preside over the meeting.
ARTICLE VI: ACTS OF THE TRUSTEES
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, except that any instrument of amendment under Article __ or instrument of termination
under Article __ shall be conclusive only if signed by all 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.
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ARTICLE VII: LEGAL STATUS OF THE HOUSING TRUST
(A) Public employer. The Housing Trust is a public employer, and the members of the Board of Trustees
are public employees for purposes of M.G.L. Chapter 258.
(B) Municipal Agency. The Housing Trust shall be deemed a municipal agency and the Trustees shall be
deemed as special municipal employees for purposes of M.G.L. Chapter 268A.
(C) Taxes. The Housing Trust is exempt from M.G.L. Chapters 59 and 62, and from any other provisions
concerning payment of taxes based upon or measured by property or income imposed by the
commonwealth or any political subdivision thereof.
(D) Governmental Body. The Housing Trust is a governmental body for purposes of Sections 18 through
25 of M.G.L. Chapter 30A.
(E) Instrumentality of the Town. The Housing Trust is a board of the Town of Watertown for purposes of
M.G.L. Chapter 30B and M.G.L. Chapter 40, § 15A; but agreements and conveyances between the
Housing Trust and agencies, boards, commissions, authorities, departments and public instrumentalities
of the Town shall be exempt from said M.G.L. Chapter 30B.
ARTICLE VIII: FUNDS OF THE HOUSING TRUST
(A) Funds Paid into the Trust. Notwithstanding any general or special law to the contrary, all monies
paid to the Housing Trust in accordance with any zoning ordinance, exaction fee, or private contribution
shall be paid directly into the Trust and need not be appropriated or accepted into the Trust. General
revenues appropriated into the Housing Trust become Trust property and these funds need not be
further appropriated to be expended. All monies remaining in the Trust at the end of any fiscal year,
whether or not expended by the Trustees within one year of the date they were appropriated into the
Trust, remain Trust property.
(B) Custodian. The Town of Watertown Treasurer/Collector shall be the custodian of the Housing Trust’s
funds. The Treasurer/Collector shall invest the funds in the manner authorized by state statute. Any
income or proceeds received from the investment of funds shall be credited to and become part of the
Housing Trust.
ARTICLE IX: REPORTS AND ACCOUNTS OF THE TRUSTEES
(A) Accounts. The books and records of the Housing Trust shall be maintained by the Town
Treasurer/Collector and audited annually by an independent auditor in accordance with accepted
accounting practice. This audit may be part of the annual Town audit.
(B) Reporting. The Trustees shall make an annual report to the Town. The report shall include a
description and source of funds received and expended and the type of affordable housing programs or
properties assisted with the funding. Such report shall be sent to the Manager not later than _____ in
each year, and a copy thereof shall be filed with the Department of Community Development and
Planning. The Trustees shall also provide the Town Council with a copy of the Housing Trust's annual
audit.
Commented [FL6]: These provisions come from the
housing trust statute.
5
ARTICLE X: AMENDMENT OF THE DECLARATION OF TRUST
This Declaration of Trust may be amended from time to time except as to those provisions specifically
required under M.G.L. Chapter 44 § 55C and/or under Town of Watertown ordinances, by an instrument
in writing signed by all 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.
ARTICLE XI: DURATION OF THE HOUSING TRUST
This trust shall be of indefinite duration, until terminated in accordance with applicable law. Upon
termination of the Housing 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 Town Council for affordable housing purposes. In making any such
distribution, the Trustees may, subject to the approval of the Town Council, 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.
WITNESS the execution under seal this ___ day of _______, 2021.
Signature blocks for Trustees/notary attestations