ARTICLE X

DUTIES OF TOWN OFFICERS

Section 1. Town Counsel 10-1 (a) Establishment, Appointment There shall be a Town Counsel who shall be an attorney admitted to practice in the Commonwealth and having a particular background and experience in municipal law who shall be appointed by the Select Board for a term not to exceed three years.

(b) Compensation, Conditions of Appointment The Town Counsel shall be employed under an individual contract of employment, as provided in Title II, section 3.02 (e) of the Personnel By-Law of the Town.

(c) Authorities and Responsibilities10-1(c) The Town Counsel shall be responsible for the legal affairs of the Town and shall personally provide, or, shall personally supervise the provision by others, of all legal services necessary for the proper and efficient conduct of the Town’s affairs. The Town Counsel shall keep the Select Board fully appraised of the status of all legal matters affecting the Town by frequent oral and written reports directly to it or to it through such official with such title as designated by the Select Board and as authorized under Chapter 41, Section 23A of the General Laws. In all matters assigned for trial to outside attorneys provision shall be made requiring such Counsel to meet with the Select Board and/or the office or agency being represented in such action, at such times as may be determined by the Select Board, or such office or agency, for pre-trial conferences and status reports.

The Town Counsel shall devote some portion of time, to be determined by the Select Board from time to time, to consist of regular office hours at the town hall, for the convenience of town offices and agencies. The Town Counsel shall also be available to meet and confer with town officers and employees, department heads and multiple member bodies at any time mutually convenient to the parties.

The duties of the Town Counsel shall specifically include, but are not to be construed as limited to, the following matters:

1. Title examination for all real estate and other property to be acquired by the Town, approval of deeds and other instruments in writing under which the Town takes title to the same. 10-1 Article X, Section 1 was deleted in its entirety and replaced by a new Section 1 by action taken under article 46, ATM April 26, 1999. 10-1(c) Amended under article 34, ATM May 5, 2004. 36

2. Draft all deeds, leases, conveyances and releases to be executed in behalf of the Town and all contracts, bonds, obligations or other agreements in writing whereby the Town assumes any pecuniary, contractual or other liability to be executed by any town official, board, department or committee by virtue of any special or general authorization.

3. Draft formal orders, notices, votes, adjudications or decrees for the layout, relocation, alteration or discontinuance of town ways and for the taking of lands or interests in lands, in behalf of the Town, by purchase or eminent domain, for any municipal purpose.

4. Attend all town meetings and, at the request of the Moderator thereof, advise the town meeting on questions of law relating to the subject matter of any matter before the town meeting and as to the form of proposed votes or motions or the legality of any particular action proposed to be taken by the town meeting.

5. Provide advice or opinion to all elective or appointive town officers, multiple member bodies, or departments as to any function of their respective offices or on any specific question of law in relation thereto.

6. Appear and act as attorney for the Town, or for any town officer in their official capacity, in any suit, action complaint or court proceedings in which the Town, or such town officer in their official capacity, is a party plaintiff or a party defendant, subject to the advice and consent of the Select Board.

7. Appear and act for the Town and its officers, boards and committees before state and county boards and officials, executive departments and committees of the legislature, in all proceedings involving the rights, duties or interests of the Town, subject to the request and direction of the Select Board.

8. Appear for and defend any town officer against whom in person any suit or proceedings in court has been brought, founded on an official action performed in good faith relative to a matter in which the Town in its corporate capacity has a duty to perform, a right to defend, or an interest to protect, provided the Select Board, at the request of such officer, directs the Town Counsel, in writing, so to do.

9. Advise the Select Board with respect to the question of whether or not to compromise and settle claims or suits against the Town.

37

10. To develop, organize and maintain, in current status, all Town legal files and records including both paper and computer data information.

11. To perform such other duties related to the office of Town Counsel as may from time to time be assigned by vote of the Select Board.

12 Additional Counsel, Special Counsel - No Town agency shall, unless authorized by state statute, by a vote of the Town, or by a vote of the Select Board, employ, advise with or consult any attorney or counsellor at law, other than the Town Counsel, with regard to its duties, or to any town business, provided, however, that whenever a jurisdictional dispute shall arise between two or more Town agencies and the matter appears to be one which is proper for a judicial determination such authorization to employ legal counsel shall not be denied. In certain cases it is recognized that the Town Counsel might be inconvenienced by a conflict of interest, or by the appearance of a conflict of interest, in such cases separate, independent counsel shall be employed by the Town. The Town Counsel, after consultation with the affected agencies, shall decide which agency (if any) it wishes to represent.

Section 2. Street Openings 10-2

Section 3. Copies of Records 10-3 Except as otherwise provided by law, every officer having custody of any public record shall furnish copies thereof on payment of a fee of fifty ($.50) cents for each page thereof.

Section 4. Building Renovations Committee 10-4 (a) Composition, Mode of Selection, Term of Office, Vacancies - There shall be a permanent Building Renovations Committee responsible for design review and construction of public buildings, additions to public buildings, renovations and repairs to public buildings and other facilities and such other projects as may be assigned to such committee by vote of the town meeting.

The Building Renovations Committee shall consist of twelve members selected as follows: six members shall be appointed by the Town Moderator, for terms of three years so arranged that the term of two shall expire each year, one person to be designated by the Select Board, one person to be designated by the School Committee, one person to be designated by the Board of Trustees of the Public Library, one person to be designated by the Commission on Disabilities and one person to be designated by the Capital Outlay and Planning Committee, (such persons may, but need not, be members of the multiple member body by which 10-2 Article X, Section 2 was deleted in its entirety by action taken under article 47, ATM May 5, 1999. 10-3 This was Section 3 of Article I when these By-Laws were adopted in 1936. It has been moved to this location as a more suitable place for its subject matter. 10-4 Inserted under article 23, ATM 2002. 38

they are designated) and who shall be designated by the respective multiple member bodies annually; the Finance Director shall serve by virtue of office as a member of the committee either personally or by designating a deputy to attend meetings. The appointing authority as provided in this paragraph shall forthwith, fill any vacancy, which occurs in the membership of the committee.

The Building Renovations Committee may appoint not more than three persons to represent the interests of the users of any facility being constructed, remodeled or renovated to serve as advisors to the Building Renovations Committee during the period of such construction, repair or renovation. Such persons may participate in the discussions of the Building Renovations Committee, but shall have no power to vote.

(b) Powers and Duties - The Building Renovations Committee shall be responsible for the supervision of all building and or facilities related projects, which are approved and or funded by any motion under any article at a town meeting.

The Building Renovations Committee shall be responsible for the assignment of all town meeting approved design and or construction projects, (and whether termed construction, reconstruction, remodeling, renovation, repair, or otherwise), the building committee shall be responsible for soliciting, reviewing, negotiating and awarding all contracts for the design and or the construction of buildings or other facilities, it shall be responsible for the supervision of all periodic design review, construction management and construction work in progress. The committee may delegate the periodic design review responsibility and or the construction management responsibility and or the day-to-day construction administration responsibility to an employee (e.g. a clerk of the works) and or consultant(s) and or it may assign such responsibility to one or more members acting as a sub-committee of the full committee.

The Building Renovation Committee may, with the approval of a sponsoring agency, call upon any town agency or their employees for assistance, as it may deem to be necessary and or desirable in the furtherance of its responsibilities.

The Building Renovations Committee shall be the approving agency for payment of all invoices submitted in connection with construction and design of projects assigned to it. The Building Renovations Committee may delegate its approval responsibility of individual invoices to its chair, or to the chair of a sub-committee established for a particular project

The Building Renovations Committee shall be responsible for review and approval of change orders for projects under the committee's responsibility. The Building Renovations Committee may delegate its approval responsibility of individual change orders to its chair, or to the chair of a sub-committee established for a particular project. Any such change orders must be formally approved at the next regularly scheduled meeting of the committee, such vote shall identify the source of funding. 39

The Building Renovations Committee shall be responsible to review and approve all preliminary and or final design plans to ensure such documents are in compliance with the program specifications and or scope of work requirement(s) of the sponsoring agency, and which will become the basis for developing preliminary cost estimates and or final bid solicitations. The committee shall be authorized to engage such structural engineering and or other consultants' effort as may be necessary to carry out its design review related responsibilities, the funding for such effort shall be included in the town meeting approved funding for such project.

The Building Renovations Committee shall, be authorized to engage construction management effort as may be necessary to carry out its construction management-related responsibilities, the funding for such effort shall be included in the town meeting approved funding for such project.

The Building Renovations Committee shall, be authorized to engage construction administration effort as may be necessary to carry out its construction administration related responsibilities, the funding for such effort shall be included in the town meeting approved funding for such project.

The Building Renovations Committee shall have the authority to transfer unspent funds from a completed project to an incomplete project with insufficiencies, provided however funds are available as verified by the Finance Director, and that such transfers will not result in a change in the scope of work approved by the town meeting.

The Building Renovations Committee shall file, at least annually, a report listing all projects under the jurisdiction of the committee and the status of the work. Notwithstanding any report which may be prepared for publication in the annual town report, the report required by this paragraph shall be based on a fiscal, not a calendar, year.

Section 5. Permit Advisory Committee10-5

(a) Establishment, Purpose

1. There shall be a Permit Advisory Committee (the "PAC"), the purpose of which is to expedite the development review process in the Town. The PAC shall help streamline the application and review process by performing a preliminary staff review of proposed projects.

2. Specifically, the PAC shall expedite the development review process in Canton by: i. meeting with prospective permit applicants to share information and offer guidance and assistance;

10-5 Inserted under article 31, ATM 2006. 40

ii. listening to the prospective applicant's proposed ideas for development; iii. informing the applicant of the Town's approval process, bylaws, requirements, rules and regulations with which the applicant and the proposed project must conform; iv. coordinating Town concerns and departmental responsibilities to communicate requirements to permit applicants; v. assisting the Town's regulatory boards by identifying the salient issues regarding proposed development projects; and vi. facilitating communication among Town departments and professional staff who regulate and advise on land use development.

(b) Composition, Appointment, Term of Office 10-5(b)

1. The composition of the PAC shall be as follows: i. one member representing: Select Board ii. one member representing: Planning Board iii. the Town Planner iv. one member representing: Zoning Board of Appeals v. one member representing: Conservation Commission vi. one member representing: The Building Department vii. one member representing: The Economic Development Commission viii. one member representing: The Police Department ix. one member representing: The Fire Department x. two members representing the Citizens at Large. xi. one member representing the Historical Commission xii. one member representing the Department of Public Works xiii. one member representing the Board of Health.

2. Each PAC member shall be a member of and appointed annually by the entity which the member represents, except for the Two Citizens at Large, who shall be appointed annually by the Select Board.

(c) Town of Canton Development Handbook

1. The PAC is authorized to publish and from time to time amend guidelines which shall outline the process of obtaining permits for project development in the Town.

2. The guidelines shall be entitled the Town of Canton Development Handbook (the "Development Handbook").

3. The Development Handbook shall be an advisory guide containing summary information only. The Development Handbook shall not affect the applicability of the by-laws, rules, regulations, requirements and standards for development in the Town, including without limitation federal and state statutes and regulations,

10-5(b) Amended under article 29, ATM 2008 41

the Zoning By-law, the General By-laws and the Planning Board's Subdivision Rules and Regulations.

Section 6. Canton Affordable Housing Trust Fund 10-6

(a) Authority; establishment

Pursuant to the authority of MGL c. 44, § 55C, there is hereby created a local municipal affordable housing Trust fund to be known as the "Canton Affordable Housing Trust" (hereinafter "the Trust").

(b) Purpose

The purpose of the Trust shall be to provide for the preservation and creation of affordable and community housing in the Town of Canton for the benefit of low- and moderate-income households and for the funding of community housing, as defined in and in accordance with the provisions of chapter 44B.

(c) Board of Trustees

There shall be a Board of Trustees of the Canton Affordable Housing Trust Fund, composed of seven voting members. The members shall include: The Town Administrator, the Finance Director, the Town Planner, one member of the Select Board (chosen by the Select Board), a member of the Housing Authority (chosen by the Housing Authority), a member of the Community Preservation Committee (chosen by the Community Preservation Committee), and one citizen-at-large (appointed by the Select Board). The Select Board shall appoint the Trustees for 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. Said Trustees may be re-appointed at the discretion of the Select Board. Vacancies shall be filled by the Select Board for the remainder of the unexpired term. Any member of the Board of Trustees may be removed by the Select Board for cause after the opportunity of a hearing.

(d) Declaration of Trust

The Trustees are hereby authorized to execute a Declaration of Trust and Certificate of Trust for the Canton 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.

(e) Powers of Trustees

The powers of the Board of Trustees, 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 to that section, and shall include the following:

10-6 Inserted under article 32, ATM May 22, 2021 42

1. With Select Board approval, to purchase and retain real or personal property, including, without restriction, investments that yield a high rate of income or no income;

2. With Select Board approval, 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 of Trustees deems advisable notwithstanding the length of any such lease or contract;

3. With Select Board approval, to borrow money on such terms and conditions and from such sources as the Board of Trustees deems advisable, to mortgage and pledge Trust assets as collateral;

4. With Select Board approval, to employ lawyers and full-time or part-time staff, as the Board of Trustees deems necessary;

5. With Select Board approval, to compromise, attribute, 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 Board of Trustees may deem appropriate;

6. To employ advisors and agents, such as consultants, accountants, and appraisers and to contract for administrative and support goods and services, as the Board of Trustees deems necessary;

7. 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 c. 44B; provided, however, that any such money received from MGL c. 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 MGL c. 44B are reported to the community preservation committee of the city or town for inclusion in the community preservation initiatives report, form CP-3, to the department of revenue;

43

8. 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 of Trustees engages for the accomplishment of the purposes of the Trust;

9. To pay reasonable compensation and expenses to all advisors and agents and to apportion such compensation between income and principal as the Board of Trustees deems advisable;

10. To apportion receipts and charges between incomes and principal as the Board of Trustees deems advisable, to amortize premiums and establish sinking funds for such purpose, and to create reserves for depreciation, depletion or otherwise;

11. 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;

12. 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 of Trustees may deem proper and to pay, out of Trust property, such portion of expenses and compensation of such committee as the Board of Trustees may deem necessary and appropriate;

13. To carry property for accounting purposes other than acquisition date values;

14. To make distributions or divisions of principal in kind;

15. To manage or improve real property; and to abandon any property which the Board of Trustees determined not to be worth retaining;

16. To hold all or part of the Trust property uninvested for such purposes and for such time as the Board of Trustees may deem appropriate; and

17. To extend the time for payment of any obligation to the Trust.

(f) Acts of Trustees

A majority of Trustees may exercise any or all of the powers of the Trustees hereunder, unless otherwise provided, 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

44

be required to confirm the validity of any transaction entered into by the Trustees with respect to the Trust Estate.

Notwithstanding anything contrary herein, Select Board approval shall be required for any of the following actions:

1. To purchase real or personal property;

2. To sell, lease, exchange, transfer or convey any personal, mixed, or real property; and

3. To borrow money, or mortgage or pledge Trust assets as collateral to the extent of the Trust’s assets.

4. To employ lawyers and full-time or part-time staff

5. To compromise, attribute, defend, enforce, release, settle or otherwise adjust claims in favor or against the Trust (see Section (e), number 5).

(g) Funds paid to Trust

Notwithstanding any general or special law to the contrary, all monies paid to the Trust in accordance with any zoning 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 the fiscal year, whether or not expended by the Board of Trustees within one year of the date they were appropriated into the Trust, remain Trust property.

(h) Meetings; quorum

Meetings of the Board of Trustees shall be held on a regular basis. Special meetings may be called by the Chairperson or two Trustees. A Trust is a governmental body for purposes of MGL 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 and shall also be required to approve any motion. The Chairperson may establish sub-committees and/or ad hoc task related committees to carry out the purposes of the Trust. Chairpersons of the sub-committees may be selected by the member of the sub- committees. If any Trustee is absent from five (5) consecutive regularly scheduled meetings of the Trust, except in the case of illness, his/her position shall be deemed vacant and shall be filled with a new appointment as set forth above.

(i) Custodian of funds

The Treasurer/Collector shall be the custodian of the Trust Fund's funds and shall maintain separate accounts and records for such funds. Any income or 45

proceeds received from the investment of funds shall be credited to and become part of the Trust Fund. In accordance with MGL c. 44, § 55C, the books and records of the Trust shall be audited annually by an independent auditor in accordance with accepted accounting practices or take any other action relative thereto. Upon receipt of the audit by the Board of Trustees, a copy shall be provided forthwith to the Select Board.

(j) Liability

Neither the Trustees nor any agent or officer of the Trust shall have the authority to bind the Town, except in the manner specifically authorized herein. The Trust is a public employer and the members of the Board of Trustees are public employees for the purposes of MGL c. 268A. The Trust shall be deemed a municipal agency and the Trustees special municipal employees for purposes of MGL c. 268A.

(k) Taxes

The Trust is exempt from MGL c. 59 and 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.

(l) Governmental body

The trust is a public employer and the members of the board of trustees are public employees for purposes of chapter 258. The Trust is a governmental body for purposes of 23A, 23B and 23c of Chapter 39 and the Open Meeting Law, MGL c.30A, § 18-25.

(m)Board of Town

The Trust is a board of the Town of Canton for the purposes of MGL c. 30B and MGL 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 MGL c. 30B.

(n) Compensation of Trustees

Trustees may be compensated for reasonable out-of-pocket expenses for travel and other Trust-related expenses. All such out-of-pocket expenses shall be fully documented with receipts for expenses prior to payment by the Trust.

(o) Amendments

The provisions of this Trust can only be amended by a vote of the Canton Town Meeting.

(p) Duration of Trust 46

This Trust shall be of indefinite duration until terminated by a vote of the Canton Town Meeting. 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 of Canton and held by the Select Board for affordable or community 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 to the Town of Canton. The powers of the Trustees shall continue until the affairs of the Trust are concluded. Once the Canton Town Meeting has voted to terminate the Trust, the Select Board shall have the power to approve all financial transactions made on behalf of the Trust.

47