There shall be a seven-member Board of Trustees (the "Board") appointed by the Board of Selectmen from amongst the residents of the Town (except that the Town Administrator or a staff member selected as his or her designee shall not be required to be Town residents). The members of the Board shall be comprised of as follows:

Trustees shall serve for a term not to exceed two years, with the initial terms of the Trustees staggered such that Trustees who are members of the Board of Selectmen, the Brewster Housing Partnership, the Community Preservation Committee, and the Planning Board, shall serve for a term of one year, and thereafter for two years. Trustees who are appointed as representatives of boards or committees shall serve for two-year terms or until they no longer serve on such board or committee, whichever is shorter. The Town Administrator shall serve by virtue of the office. To the extent possible, the Board of Selectmen shall appoint as Trustees individuals with background or interest in affordable housing, and specifically those with financial, legal or development expertise, or experience and perspective on housing preservation. Any Trustee (other than the Town Administrator or staff person acting as the Town Administrator’s designee) who ceases to be a resident of the Town of Brewster shall vacate the office. Any Trustee may resign by filing with the Town Clerk written notice thereof.

Any vacancy in the office of Trustee shall be filled by appointment of the Board of Selectmen, notice of which shall be filed with the Town Clerk. 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.

Trustees may be removed by the Board of Selectmen at any time for cause following the opportunity for a hearing. For purposes of this bylaw, the term "cause" shall include, but not be limited to, violation of any local, state, or federal law; incapacity to perform the duties of a Trustee; and acts of a Trustee, that in the opinion of the Board of Selectmen, are negligent or detrimental to the Town of Brewster or the Trust; and four consecutive absences from Board of Trustees meetings. Reference to the Trustee shall mean the Trustee or Trustees for the time being hereunder.

The Trustees shall annually elect a Trustee to serve as Chair. The Chair may establish sub-committees and/or ad hoc task-related committees to carry out the purposes of the Trust. Chairs of the sub-committees may be selected by the members of the sub-committees.

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 by-law or any general or special law or any other source, including money appropriated pursuant to the Community Preservation Act, Chapter 44B of the Massachusetts General Laws; provided, however, that any Community Preservation Act monies received 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 no later than July 15 of any calendar year, the Trust shall ensure that all expenditures of funds received from said Chapter 44B are reported to the Community Preservation Committee for inclusion in the year end reporting to the Massachusetts Department of Revenue;

To purchase and retain real or personal property, including, without restriction, investments that yield a high rate of income or no income; provided that any expenditure of funds in excess of $50,000 to purchase real or personal property shall first be approved by the Board of Selectmen;

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; provided that any sale, lease, exchange, transfer or conveyance of any property having a value in excess of $50,000 shall first be approved by the Board of Selectmen;

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;

To employ advisors and agents, such as accountants, appraisers and lawyers as the Board deems necessary;

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;

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;

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;

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;

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

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, provided that any borrowing of funds in excess of $50,000 shall first be approved by the Board of Selectmen;

To make distributions or divisions of principal in kind;

To comprise, 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 Section 55C, to continue to hold the same for such period of time as the Board may deem appropriate;

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

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

To extend the time for payment of any obligation to the Trust;

To issue policy goals and statements to serve as guidelines for the Trust;

To provide funds for the benefit of low and moderate income households to assist in the acquisition, creation, preservation, rehabilitation and support of housing affordable for such families; and

To exercise such additional powers, if any, as may be set forth in MGL c. 44, § 55C, as it may be amended from time to time.

Except as otherwise provided, any action of the Board of Trustees shall be approved by a majority of those present and voting at a duly called meeting provided that a quorum is present, and any and all instruments executed by such majority shall be binding upon the Trust, and shall be conclusive evidence that such action has been duly authorized. 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 and 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 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. No one dealing with the Trustees need inquire concerning the validity of any act of the Trustees or see to the application of anything paid to or upon the order of the Trustees. No Trustee shall be liable for the act, negligence or default of any other Trustee or any employee, agent, or representative of the Trustees selected with reasonable care, nor for errors in judgment, nor mistakes of law or fact made in good faith nor in reliance in good faith on advice of counsel nor for other acts or omissions in good faith.

In exercising these powers, the Trustees shall recognize the role of the Board of Selectmen or it's designee as the principal procurement officer under MGL c. 30B, including the bidding and awarding of all contracts. Where an act of the Trustees requires prior written notice to the Board of Selectmen, notice shall be deemed given when addressed to the Board of Selectmen.