===PAGE 1===
Lunenburg  Trust  Fund  Commission  
Bilotta  Meeting  Room/PACC  
Lunenburg  Town  Hall  
January  29,  2026  
 
Due  to  a  scheduling  conflict  with  one  of  the  Trust  Fund  Commission  members  the  meeting  was  
rescheduled
 
to
 
start
 
at
 
5:30pm.
 
Members
 
recited
 
the
 
Pledge
 
of
 
Allegiance.
 
Chairman
 
Bowen
 
proceeded
 
to
 
read
 
the
 
posted
 
open
 
meeting
 
notice
 
from
 
the
 
Agenda.
  No  public  was  present.  There  were  no  opening  comments  from  either  Mr  Howard  or  Chairman  
Bowen.
  Chairman  Bowen  reminded  the  public  that  our  normal  meeting  schedule  is  to  meet  on  the  2nd  
and
 
4th
 
Thursday
 
of
 
the
 
month,
 
this
 
meeting
 
was
 
rescheduled
 
from
 
Jan
 
22nd
 
due
 
to
 
a
 
scheduling
 
conflict
 
with
 
one
 
of
 
the
 
members
 
of
 
the
 
Trust
 
Fund
 
Commission.
  No  Finance  Direct  or  Treasurer  reports  were  presented  -  as  those  are  published  by  the  Private  
Trust
 
Company
 
on
 
a
 
quarterly
 
basis,
 
we
 
expect
 
to
 
receive
 
a
 
Treasurer
 
update
 
in
 
February
 
2026.
  The  main  topics  to  be  discussed  during  the  meeting  are  two  warrant  articles  drafted  by  
Chairman
 
Bowen
 
in
 
regards
 
to
 
the
 
appropriation
 
of
 
funds
 
to
 
pay
 
for
 
cy
 
pres
 
filings
 
for
 
the
 
American
 
Legion
 
Trusts
 
and
 
a
 
warrant
 
article
 
on
 
vacancies
 
on
 
the
 
Trust
 
Fund
 
Commission.
  The  first  warrant  discussed  was  the  Appropriation  for  Legal  Expenses  related  trust  fund  Cy  Pres  
proceedings,
 
the
 
text
 
was
 
read
 
as
 
follows:
  
Town  of  Lunenburg,  Massachusetts  
Annual
 
Town
 
Meeting
 
–
 
May
 
2,
 
2026
 
Warrant
 
Article
 
 
 
ARTICLE  __:  APPROPRIATION  FOR  LEGAL  EXPENSES  RELATED  TO  TRUST  FUND  CY  
PRES
 
PROCEEDINGS
 
 
To
 
see
 
if
 
the
 
Town
 
will
 
vote
 
to
 
appropriate
 
the
 
sum
 
of
 
Fourteen
 
Thousand
 
Two
 
Hundred
 
Fifty
‑
Two
 
Dollars
 
and
 
Thirty
‑
Nine
 
Cents
 
($14,252.39)
 
from
 
the
 
General
 
Fund
 
for
 
the
 
payment
 
of
 
legal
 
expenses,
 
as
 
advised
 
by
 
Town
 
Counsel,
 
necessary
 
for
 
the
 
research,
 
analysis,
 
legal
 
drafting,
 
and
 
filing
 
of
 
cy
 
pres
 
petitions
 
in
 
the
 
Massachusetts
 
Probate
 
and
 
Family
 
Court,
 
===PAGE 2===
Worcester  Division,  for  the  purpose  of  correcting  and  updating  the  terms  of  certain  
municipal
 
trust
 
funds
 
so
 
that
 
they
 
may
 
lawfully
 
and
 
effectively
 
serve
 
their
 
intended
 
charitable
 
purposes,
 
including
 
but
 
not
 
limited
 
to:
 
 
1.
 
The
 
American
 
Legion
 
Poor
 
Trust
 
Fund
 
(Ledger
 
Name:
 
American
 
Legion
 
Poor)
 
and
 
the
 
Post
 
283
 
American
 
Legion
 
Trust
 
Fund
 
(Ledger
 
Name:
 
Lunenburg
 
Post
 
#283),
 
which
 
presently
 
restrict
 
use
 
of
 
funds
 
to
 
members
 
of
 
American
 
Legion
 
Post
 
#283,
 
an
 
organization
 
that
 
is
 
no
 
longer
 
an
 
active
 
or
 
recognized
 
National
 
or
 
State
 
post
 
of
 
the
 
American
 
Legion,
 
thereby
 
preventing
 
the
 
funds
 
from
 
being
 
used
 
for
 
the
 
benefit
 
of
 
Lunenburg
 
resident
 
veterans;
 
and
 
 
2.
 
The
 
Worthy
 
Poor
 
Fund
 
(Ledger
 
Name:
 
Worthy
 
Poor
 
Income),
 
whose
 
existing
 
terms
 
require
 
modification
 
to
 
conform
 
with
 
the
 
modern
 
structure
 
of
 
public
 
assistance,
 
as
 
the
 
responsibility
 
for
 
the
 
care
 
of
 
the
 
poor
 
is
 
no
 
longer
 
a
 
municipal
 
function
 
and
 
was
 
assumed
 
by
 
the
 
Commonwealth
 
of
 
Massachusetts
 
in
 
the
 
early
 
twentieth
 
century
 
under
 
statewide
 
public
 
welfare
 
laws;
 
 
said
 
appropriation
 
being
 
for
 
the
 
purpose
 
of
 
restoring
 
lawful,
 
practical,
 
and
 
charitable
 
use
 
of
 
these
 
trust
 
funds
 
through
 
judicial
 
approval
 
consistent
 
with
 
donor
 
intent,
 
or
 
take
 
any
 
other
 
action
 
relative
 
thereto.
 
 
 
Submitted
 
by:
 
Board  of  Commissioners  of  Trust  Funds  
Prepared:  January  29,  2026  
After  review  there  was  identified  the  need  to  strike  the  word  municipal  from  the  6th  line  of  the  
first
 
paragraph.
  
In
 
order
 
to
 
provide
 
the
 
public
 
with
 
further
 
information
 
on
 
the
 
need
 
to
 
expend
 
these
 
funds,
 
Chairman
 
Bowen
 
drafted
 
a
 
Legal
 
Research
 
Memorandum,
 
the
 
text
 
of
 
which
 
follows:
  Town  of  Lunenburg,  Massachusetts  Legal  Research  Memorandum  Prepared:  January  29,  2026   LEGAL  RESEARCH  MEMORANDUM  Re:  Warrant  Article  –  Appropriation  for  Cy  Pres  
Proceedings
 
Affecting
 Certain  Trust  Funds  Town  of  Lunenburg,  Massachusetts  I.  Purpose  This  memorandum  explains  
the
 legal  authority  supporting  the  Warrant  Article  requesting  an  appropriation  of  $14,252.39  from  the  General  Fund  to  fund  legal  services  required  to  pursue  cy  pres  relief  in  the  Massachusetts  Probate  and  Family  Court.  The  purpose  of  the  cy  pres  proceedings  is  to  restore  certain  charitable  trust  funds  to  lawful  and  effective  use  where  their  current  terms  are  impossible  or  
===PAGE 3===
impracticable  to  carry  out  as  written.  II.  Massachusetts  Uniform  Trust  Code  and  Cy  Pres  Massachusetts  General  Laws  Chapter  203E,  the  Massachusetts  Uniform  Trust  Code,  governs  
the
 administration  and  modification  of  charitable  trusts.  Under  Section  413  of  that  chapter,  a  court  may  modify  the  terms  of  a  charitable  trust  when  the  original  charitable  purpose  has  become  unlawful,  impracticable,  impossible  to  achieve,  or  wasteful.  The  doctrine  of  cy  pres  allows  the  court  to  redirect  the  trust  property  to  a  purpose  as  near  as  possible  to  the  donor’s  original  charitable  intent.  This  authority  is  judicial  in  nature  and  must  be  exercised  by  the  Probate  and  Family  Court.  III.  Powers  and  Duties  of  the  Board  of  Commissioners  of  Trust  Funds  Under  M.G.L.  Chapter  41,  Section  45,  the  Board  of  Commissioners  of  Trust  Funds  is  charged  
with
 the  custody  and  management  of  trust  funds  given  or  bequeathed  for  the  benefit  of  the  Town  or  its  inhabitants.  The  Board  acts  as  a  fiduciary  and  is  required  to  administer  each  trust  strictly  in  accordance  with  donor  intent.  The  Board  does  not  have  authority  to  unilaterally  alter  or  modernize  trust  purposes;  when  trust  terms  can  no  longer  be  fulfilled,  judicial  approval  through  cy  pres  is  required.  IV.  Role  of  the  Attorney  General  The  Attorney  General  of  the  Commonwealth  has  supervisory  authority  over  charitable  trusts  and  is  a  necessary  party  to  any  court  proceeding  seeking  cy  pres  relief  or  other  modification  affecting  a  charitable  interest.  Probate  and  Family  Court  rules  require  that  the  Attorney  General  receive  notice  and  an  opportunity  to  be  heard  before  relief  may  be  granted.  V.  Limitations  of  Attorney  General  Administrative  Filings  Administrative  filings  with  the  Attorney  General’s  Non-Profit  Organizations  and  Public  Charities  Division,  including  annual  charity  filings  and  related  forms,  do  not  authorize  changes  to  donor-restricted  purposes.  Such  filings  are  regulatory  and  reporting  mechanisms  only.  They  cannot  substitute  for  a  court  decree  modifying  a  charitable  trust.  Where  a  trust’s  purpose  must  be  altered,  Probate  and  Family  Court  approval  is  required.  VI.  Application  to  the  Affected  Trust  Funds  The  American  Legion  Poor  Trust  Fund  and  the  Post  283  American  Legion  Trust  Fund  restrict  benefits  to  members  of  American  Legion  Post  #283.  Because  that  post  no  longer  exists  as  an  active  or  recognized  organization,  the  trusts  cannot  be  administered  as  written,  even  though  the  underlying  charitable  intent  to  benefit  veterans  remains  clear.  The  Worthy  Poor  Fund  was  created  at  a  time  when  towns  were  responsible  for  operating  poorhouses  and  providing  direct  relief  to  the  indigent.  Over  time,  Massachusetts  shifted  responsibility  for  public  assistance  from  municipalities  to  statewide  public  welfare  systems.  As  a  result,  the  original  method  of  administering  the  Worthy  Poor  Fund  is  no  longer  practicable  under  modern  law.  VII.  Need  for  General  Fund  Appropriation  The  individual  donor  trust  accounts  affected  by  this  warrant  article  do  not  contain  sufficient  funds  to  cover  the  legal  costs  associated  with  pursuing  cy  pres  relief.  In  addition,  using  restricted  trust  assets  to  finance  litigation  intended  to  alter  the  governing  terms  of  those  same  trusts  would  raise  fiduciary  concerns.  Because  the  cy  pres  proceedings  are  undertaken  to  restore  lawful  usability  and  preserve  donor  intent,  the  associated  legal  costs  must  be  borne  by  the  Town  through  an   appropriation  from  the  General  Fund.  VIII.  Conclusion  Approval  of  the  Warrant  Article  will  allow  the  Town  to  seek  necessary  judicial  relief  to  restore  long-standing  charitable  trust  funds  to  lawful  and  effective  use,  consistent  with  donor  intent  and  modern  legal  requirements,  while  avoiding  fiduciary  risk  and  ensuring  proper  oversight  by  the  Probate  Court  and  the  
===PAGE 4===
Attorney  General.  No  discussion  on  wording  as  written  and  no  changes.   Mr  Howard  made  a  motion  to  approve  the  warrant  article  for  APPROPRIATION  FOR  LEGAL  
EXPENSES
 
RELATED
 
TO
 
TRUST
 
FUND
 
CY
 
PRES
 
PROCEEDINGS
 
with
 
the
 
aforementioned
 
removal
 
of
 
the
 
word
 
municipal
 
from
 
the
 
first
 
paragraph.
  
The
 
Motion
 
was
 
seconded
 
by
 
Chairman
 
Bowen.
  
Vote
 
on
 
the
 
motion
 
was
 
Mr
 
Howard
 
=
 
Aye,
 
Chairman
 
Bowen
 
=
 
Aye.
  The  next  item  on  the  agenda  was  to  discuss  the  warrant/bylaw  to  address  the  Distribution  of  
Trust
 
Funds
 
in
 
the
 
Absence
 
of
 
a
 
Quorum
,
 
the
 
amended
 
text
 
of
 
which
 
is
 
as
 
follows:
  
Town  of  Lunenburg,  Massachusetts  
Annual
 
Town
 
Meeting
 
–
 
May
 
2,
 
2026
 
Warrant
 
Article
 
 
 
ARTICLE  __:  DISTRIBUTION  OF  TRUST  FUNDS  IN  THE  ABSENCE  OF  A  QUORUM  
 
To
 
see
 
if
 
the
 
Town
 
will
 
vote
 
to
 
amend
 
the
 
General
 
Bylaws
 
of
 
the
 
Town
 
of
 
Lunenburg
 
by
 
adding
 
a
 
new
 
section
 
to
 
Chapter
 
12,
 
Boards,
 
Commissions
 
and
 
Committees,
 
designated
 
as
 
§
 
12-9,
 
entitled
 
‘Distribution
 
of
 
Trust
 
Funds
 
in
 
the
 
Absence
 
of
 
a
 
Quorum,’
 
to
 
authorize
 
the
 
Select
 
Board,
 
on
 
a
 
limited
 
and
 
conditional
 
basis,
 
to
 
approve
 
distributions
 
from
 
trust
 
funds
 
only
 
when
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
lacks
 
a
 
lawful
 
quorum,
 
and
 
further
 
to
 
establish
 
specific
 
voting
 
requirements
 
and
 
safeguards
 
applicable
 
to
 
such
 
action,
 
including:
 
(i)
 
a
 
unanimous
 
vote
 
of
 
all
 
five
 
Select
 
Board
 
members
 
when
 
only
 
one
 
elected
 
member
 
of
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
remains
 
in
 
office;
 
(ii)
 
in
 
the
 
event
 
of
 
an
 
emergency
 
where
 
unanimity
 
is
 
not
 
possible,
 
the
 
temporary
 
inclusion
 
of
 
that
 
sole
 
elected
 
member
 
of
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
as
 
a
 
voting
 
participant,
 
with
 
approval
 
by
 
a
 
majority
 
of
 
the
 
Select
 
Board
 
members
 
present;
 
and
 
(iii)
 
conflict-of-interest
 
and
 
emergency
 
fallback
 
procedures,
 
including
 
reliance
 
on
 
the
 
Rule
 
of
 
Necessity
 
when
 
legally
 
required;
 
all
 
subject
 
to
 
strict
 
compliance
 
with
 
donor
 
intent,
 
the
 
governing
 
trust
 
instruments,
 
existing
 
policies
 
of
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds,
 
and
 
all
 
applicable
 
laws,
 
or
 
take
 
any
 
other
 
action
 
relative
 
thereto.
 
 
Submitted  by:  
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
Prepared:  January  29,  2026  
Chairman  Bowen  proceeded  to  read  the  detailed  wording  of  the  proposed  warrant  article/bylaw  
the
 
text
 
of
 
which
 
follows:
 
===PAGE 5===
Distribution  of  Trust  Funds  in  the  Absence  of  a  Quorum  —  Delegated  Authority  
to
 
the
 
Select
 
Board
 Prepared:  January  29,  2026  
 
Draft
 
Warrant
 
Article
 
Article  __:  Distribution  of  Trust  Funds  in  the  Absence  of  a  Quorum  —  Delegated  Authority  to  
the
 
Select
 
Board
 
To  see  if  the  Town  will  vote  to  amend  the  Town’s  General  Bylaws  by  adding  a  new  chapter  
and
 
section
 
entitled
 
“Distribution
 
of
 
Trust
 
Funds
 
in
 
the
 
Absence
 
of
 
a
 
Quorum,”
 
authorizing
 
the
 
Select
 
Board,
 
on
 
a
 
limited
 
and
 
conditional
 
basis,
 
to
 
act
 
in
 
place
 
of
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
solely
 
when
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
lacks
 
a
 
quorum,
 
or
 
take
 
any
 
other
 
action
 
relative
 
thereto.
 
Submitted  by:  Select  Board  Chapter  __.  Financial  Administration  
§
 
__
‑
__.
 
Distribution
 
of
 
Trust
 
Funds
 
by
 
the
 
Select
 
Board
 
in
 
the
 
Absence
 
of
 
a
 
Quorum
 
of
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 §  1.  Purpose  and  Findings.  
(a)
 
The
 
Town
 
maintains
 
multiple
 
trust
 
funds
 
“given
 
or
 
bequeathed
 
for
 
the
 
benefit
 
of
 
the
 
Town
 
or
 
the
 
inhabitants
 
thereof,”
 
which
 
are
 
managed
 
by
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds
 
(BCTF)
 
pursuant
 
to
 
M.G.L.
 
c.41,
 
§
 
45
 
and
 
Lunenburg
 
Charter
 
§
 
3
‑
11.
 
This
 
bylaw
 
ensures
 
timely
 
distributions
 
when
 
the
 
BCTF
 
is
 
unable
 
to
 
attain
 
a
 
legal
 
quorum,
 
without
 
altering
 
donor
 
restrictions
 
or
 
the
 
BCTF’s
 
statutory
 
and
 
chartered
 
management
 
role.
 §  2.  Definitions.  
(a)
 
“Absence
 
of
 
a
 
quorum”
 
means
 
fewer
 
than
 
the
 
number
 
of
 
BCTF
 
members
 
required
 
to
 
constitute
 
a
 
quorum
 
under
 
applicable
 
law
 
and
 
the
 
Town’s
 
governing
 
rules,
 
present
 
and
 
eligible
 
to
 
act
 
at
 
a
 
duly
 
posted
 
meeting.
 
(Under
 
general
 
Massachusetts
 
practice,
 
when
 
a
 
quorum
 
is
 
present,
 
a
 
majority
 
of
 
that
 
quorum
 
may
 
act
 
unless
 
a
 
statute
 
provides
 
otherwise.)
 §  3.  Triggering  Conditions.  
The
 
Select
 
Board
 
may
 
act
 
under
 
this
 
section
 
only
 
if
 
both
 
of
 
the
 
following
 
are
 
true:
 
(a)
 
The
 
BCTF
 
fails
 
to
 
attain
 
a
 
quorum
 
at
 
two
 
(2)
 
duly
 
posted
 
meetings
 
noticed
 
at
 
least
 
seven
 
(7)
 
days
 
in
 
advance,
 
scheduled
 
within
 
forty
‑
five
 
(45)
 
days
 
prior
 
to
 
the
 
requested
 
action;
 
or
 
there
 
exists
 
a
 
vacancy
 
or
 
recusals
 
that
 
make
 
a
 
quorum
 
impracticable
 
for
 
at
 
least
 
thirty
 
(30)
 
days;
 
and
 
(b)
 
The
 
Town
 
Manager
 
or
 
Town
 
Clerk
 
provides
 
a
 
written
 
certification
 
to
 
the
 
Select
 
Board
 
that
 
a
 
quorum
 
could
 
not
 
be
 
obtained
 
despite
 
reasonable
 
scheduling
 
efforts
 
(to
 
be
 
filed
 
with
 
the
 
Town
 
Clerk).
 
(Posting
 
and
 
meeting
 
conduct
 
shall
 
comply
 
with
 
the
 
Open
 
Meeting
 
Law
 
and
 
standard
 
Select
 
Board
 
practice.)
 §  4.  Scope  of  Delegated  Authority.  
(a)
 
Distributions
 
Authorized.
 
When
 
the
 
conditions
 
of
 
§
 
3
 
are
 
satisfied,
 
the
 
Select
 
Board
 
may
 
===PAGE 6===
approve  the  expenditure  of  trust  interest,  trust  income,  and,  where  permitted,  trust  
principal,
 
provided
 
that
 
such
 
expenditures
 
are
 
authorized
 
or
 
required
 
by
 
the
 
governing
 
trust
 
instrument
 
and
 
would
 
otherwise
 
fall
 
within
 
the
 
lawful
 
authority
 
of
 
the
 
BCTF
 
under
 
M.G.L.
 
c.41,
 
§
 
45
 
and
 
Charter
 
§
 
3
‑
11.
 
(b)
 
Expenditure
 
of
 
Interest
 
(Non
‑
Depletion).
 
Interest
 
earnings
 
generated
 
by
 
trust
 
assets
 
may
 
be
 
expended
 
in
 
addition
 
to
 
trust
 
income
 
and
 
principal,
 
where
 
allowed
 
by
 
the
 
terms
 
of
 
the
 
trust,
 
provided
 
that
 
such
 
expenditures
 
(1)
 
are
 
consistent
 
with
 
the
 
stated
 
purposes
 
of
 
the
 
trust;
 
(2)
 
do
 
not
 
deplete
 
all
 
monies
 
held
 
in
 
the
 
trust
 
fund;
 
and
 
(3)
 
maintain
 
a
 
reasonable
 
continuing
 
balance
 
in
 
accordance
 
with
 
the
 
trust
 
instrument
 
and
 
applicable
 
fiduciary
 
standards.
 
(c)
 
Preservation
 
of
 
Fund
 
Balance.
 
No
 
action
 
taken
 
pursuant
 
to
 
this
 
section
 
shall
 
result
 
in
 
the
 
exhaustion
 
of
 
a
 
trust
 
fund
 
or
 
materially
 
impair
 
the
 
long
‑
term
 
viability
 
of
 
the
 
trust.
 
All
 
distributions
 
shall
 
preserve
 
the
 
corpus
 
or
 
minimum
 
balances
 
required
 
by:
 
(1)
 
the
 
express
 
terms
 
of
 
the
 
trust;
 
and
 
(2)
 
any
 
policies
 
duly
 
adopted
 
by
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds,
 
including
 
spending
‑
rate,
 
reserve,
 
or
 
preservation
 
policies;
 
and
 
(3)
 
any
 
applicable
 
distribution,
 
preservation,
 
reserve,
 
or
 
spending
 
standards
 
imposed
 
by
 
a
 
professional
 
trust
 
management
 
company,
 
investment
 
manager,
 
or
 
fiduciary
 
engaged
 
by
 
the
 
Town
 
for
 
the
 
management
 
of
 
trust
 
assets,
 
and
 
all
 
current
 
policies
 
duly
 
adopted
 
by
 
the
 
Board
 
of
 
Commissioners
 
of
 
Trust
 
Funds,
 
which
 
policies
 
shall
 
remain
 
in
 
full
 
force
 
and
 
effect.
 
(d)
 
No
 
Expansion
 
of
 
Select
 
Board
 
Authority.
 
Nothing
 
in
 
this
 
section
 
shall
 
be
 
construed
 
to
 
expand
 
the
 
Select
 
Board’s
 
authority
 
beyond
 
the
 
temporary
 
approval
 
of
 
distributions
 
during
 
an
 
absence
 
of
 
a
 
quorum.
 
The
 
investment,
 
management,
 
allocation,
 
and
 
preservation
 
of
 
trust
 
assets
 
remain
 
the
 
exclusive
 
responsibility
 
of
 
the
 
BCTF,
 
subject
 
to
 
law,
 
the
 
Town
 
Charter,
 
and
 
the
 
governing
 
trust
 
instruments.
 §  5.  Application  and  Review  Process.  
(a)
 
Who
 
may
 
apply.
 
Any
 
resident
 
of
 
Lunenburg
 
or
 
Town
 
department
 
eligible
 
under
 
a
 
particular
 
trust
 
may
 
file
 
a
 
written
 
application
 
with
 
the
 
Town
 
Manager’s
 
Office
 
on
 
a
 
form
 
approved
 
by
 
the
 
Select
 
Board,
 
identifying
 
the
 
trust,
 
requested
 
amount,
 
purpose,
 
legal
 
basis,
 
and
 
how
 
the
 
request
 
complies
 
with
 
donor
 
terms.
 
(General
 
information
 
about
 
the
 
Trust
 
Fund
 
Commission
 
and
 
contacts
 
shall
 
be
 
posted
 
on
 
the
 
Town
 
website.)
 
(b)
 
Financial/legal
 
review.
 
Prior
 
to
 
Select
 
Board
 
action,
 
the
 
Treasurer/Collector
 
shall
 
verify
 
fund
 
balance,
 
available
 
income/interest/principal,
 
and
 
any
 
restricted
 
conditions;
 
Town
 
Counsel
 
shall
 
review
 
for
 
legal
 
sufficiency
 
and
 
donor
 
compliance.
 
Written
 
reviews
 
shall
 
be
 
included
 
in
 
the
 
Select
 
Board
 
packet.
 
(c)
 
Public
 
meeting
 
and
 
vote.
 
The
 
Select
 
Board
 
shall
 
deliberate
 
and
 
vote
 
at
 
a
 
posted
 
public
 
meeting.
 
Approval
 
requires
 
a
 
majority
 
of
 
the
 
members
 
present
 
when
 
a
 
quorum
 
is
 
present,
 
unless
 
a
 
higher
 
threshold
 
applies
 
by
 
law
 
or
 
by
 
this
 
bylaw.
 
(d)
 
Notice
 
to
 
BCTF.
 
Agenda
 
and
 
materials
 
shall
 
be
 
transmitted
 
to
 
all
 
sitting
 
BCTF
 
members
 
at
 
least
 
forty
‑
eight
 
(48)
 
hours
 
before
 
the
 
meeting.
 §  6.  Voting  Procedures  When  the  BCTF  Lacks  a  Quorum.  
(a)
 
Nature
 
of
 
the
 
BCTF.
 
The
 
BCTF
 
is
 
a
 
three
‑
member
 
board,
 
elected
 
to
 
staggered
 
three
‑
year
 
terms,
 
with
 
vacancies
 
filled
 
as
 
provided
 
by
 
law
 
and
 
the
 
Charter.
 
(b)
 
Inclusion
 
of
 
Any
 
Sole
 
Elected
 
BCTF
 
Member.
 
If,
 
at
 
the
 
time
 
the
 
Select
 
Board
 
acts
 
under
 
===PAGE 7===
this  bylaw,  only  one  (1)  elected  BCTF  member  remains  in  office  (with  the  other  seats  vacant  
or
 
ineligible),
 
the
 
Select
 
Board
 
shall
 
include
 
that
 
elected
 
BCTF
 
member
 
in
 
its
 
deliberations
 
on
 
any
 
application
 
for
 
distribution,
 
with
 
the
 
right
 
to
 
speak,
 
present
 
facts,
 
and
 
respond
 
to
 
questions.
 
(c)
 
Default
 
Voting
 
Standard
 
(Unanimous
 
Five
‑
Member
 
Vote).
 
In
 
the
 
circumstance
 
described
 
in
 
§
 
6(b),
 
the
 
Select
 
Board’s
 
vote
 
to
 
approve
 
any
 
distribution
 
shall
 
require
 
a
 
unanimous
 
vote
 
of
 
all
 
five
 
(5)
 
Select
 
Board
 
members
 
(i.e.,
 
5
‑
0),
 
taken
 
at
 
a
 
meeting
 
where
 
all
 
five
 
members
 
are
 
present.
 
(d)
 
Emergency
 
Fallback
 
with
 
Sole
 
Elected
 
BCTF
 
Member
 
as
 
a
 
Voting
 
Participant.
 
(1)
 
If
 
an
 
emergency
 
exists
 
and
 
a
 
unanimous
 
five
‑
member
 
vote
 
cannot
 
be
 
taken
 
because
 
one
 
or
 
more
 
Select
 
Board
 
members
 
are
 
absent
 
or
 
must
 
abstain,
 
the
 
sole
 
elected
 
BCTF
 
member
 
referenced
 
in
 
§
 
6(b)
 
shall
 
be
 
seated
 
as
 
a
 
voting
 
participant
 
for
 
that
 
agenda
 
item
 
only.
 
“Emergency”
 
shall
 
have
 
the
 
meaning
 
used
 
in
 
the
 
Lunenburg
 
Charter
 
(“a
 
sudden,
 
unexpected,
 
unforeseen
 
happening
 
…
 
necessitating
 
immediate
 
action
 
or
 
response”).
 
(2)
 
In
 
that
 
emergency
 
circumstance,
 
the
 
voting
 
standard
 
defaults
 
from
 
unanimity
 
to
 
a
 
majority
 
vote
 
of
 
the
 
Select
 
Board
 
members
 
present,
 
with
 
the
 
seated
 
elected
 
BCTF
 
member
 
counted
 
as
 
a
 
qualifying
 
vote
 
for
 
that
 
item.
 
(A
 
quorum
 
of
 
the
 
Select
 
Board
 
must
 
still
 
be
 
present.)
 
(e)
 
Appointed
‑
Only
 
BCTF
 
Member
 
Not
 
a
 
Voting
 
Participant.
 
If
 
the
 
Select
 
Board
 
has
 
appointed
 
(rather
 
than
 
the
 
voters
 
electing)
 
one
 
(1)
 
individual
 
to
 
the
 
BCTF
 
and
 
a
 
BCTF
 
quorum
 
still
 
does
 
not
 
exist,
 
that
 
appointed
 
individual
 
may
 
attend
 
and
 
advise
 
but
 
shall
 
not
 
participate
 
as
 
a
 
voting
 
member
 
under
 
§
 
6(d).
 
In
 
such
 
case,
 
the
 
Select
 
Board
 
shall
 
proceed
 
to
 
a
 
unanimous
 
five
‑
member
 
vote
 
under
 
§
 
6(c);
 
alternatively,
 
in
 
an
 
emergency,
 
the
 
Select
 
Board
 
may
 
defer
 
to
 
a
 
date
 
when
 
all
 
five
 
members
 
are
 
present
 
and
 
able
 
to
 
vote.
 
(f)
 
Conflicts,
 
Abstentions,
 
and
 
Emergency
 
Continuity
 
(Legal
 
Safeguard).
 
(1)
 
In
 
an
 
emergency
 
where
 
multiple
 
Select
 
Board
 
members
 
must
 
abstain
 
for
 
conflicts,
 
the
 
Select
 
Board
 
may
 
designate
 
two
 
(2)
 
Finance
 
Committee
 
members
 
to
 
sit
 
and
 
vote
 
solely
 
for
 
that
 
agenda
 
item,
 
only
 
to
 
the
 
extent
 
such
 
temporary
 
designation
 
is
 
lawful
 
under
 
state
 
law.
 
(2)
 
Prior
 
to
 
any
 
temporary
 
designation
 
under
 
§
 
6(f)(1),
 
Town
 
Counsel
 
must
 
confirm
 
in
 
writing
 
that
 
such
 
temporary
 
voting
 
substitution
 
is
 
legally
 
permissible.
 
If
 
not
 
permissible,
 
the
 
Select
 
Board
 
shall
 
instead
 
proceed
 
under
 
the
 
Rule
 
of
 
Necessity,
 
allowing
 
otherwise
 
disqualified
 
Select
 
Board
 
members
 
to
 
participate
 
to
 
the
 
extent
 
necessary
 
to
 
take
 
legally
 
required
 
action,
 
with
 
written
 
advice
 
from
 
Town
 
Counsel
 
or
 
the
 
State
 
Ethics
 
Commission.
 
(3)
 
The
 
meeting
 
minutes
 
shall
 
reflect:
 
the
 
nature
 
of
 
the
 
emergency;
 
the
 
reason(s)
 
for
 
abstentions;
 
counsel’s
 
written
 
opinion;
 
and
 
whether
 
the
 
Select
 
Board
 
proceeded
 
with
 
temporary
 
designation
 
under
 
§
 
6(f)(1)
 
or
 
under
 
the
 
Rule
 
of
 
Necessity
 
per
 
State
 
Ethics
 
Commission
 
Advisory
 
05
‑
05.
 
(g)
 
Open
 
Meeting
 
Law
 
and
 
Voting
 
Mechanics.
 
All
 
votes
 
under
 
this
 
section
 
shall
 
occur
 
in
 
an
 
open
 
session
 
duly
 
posted
 
under
 
the
 
Open
 
Meeting
 
Law.
 
When
 
a
 
quorum
 
is
 
present,
 
a
 
majority
 
of
 
that
 
quorum
 
may
 
act
 
unless
 
a
 
higher
 
threshold
 
is
 
imposed
 
by
 
this
 
bylaw
 
or
 
general
 
law.
 §  7.  Transition  and  Pending  Matters.  
(a)
 
Transition
 
of
 
pending
 
requests.
 
Any
 
application,
 
request,
 
or
 
matter
 
relating
 
to
 
the
 
distribution
 
of
 
trust
 
funds
 
pending
 
before
 
the
 
BCTF
 
at
 
the
 
time
 
a
 
quorum
 
cannot
 
be
 
achieved
 
shall
 
not
 
lapse
 
or
 
be
 
deemed
 
denied
 
solely
 
due
 
to
 
the
 
absence
 
of
 
a
 
quorum.
 
Upon
 
a
 
===PAGE 8===
formal  Select  Board  finding  under  §  3,  such  pending  matters  may,  at  the  Select  Board’s  
discretion,
 
be
 
temporarily
 
assumed
 
and
 
acted
 
upon
 
under
 
this
 
bylaw,
 
provided
 
all
 
actions
 
strictly
 
comply
 
with
 
the
 
governing
 
trust
 
terms.
 
(b)
 
Preservation
 
of
 
prior
 
actions.
 
Any
 
advisory
 
vote,
 
recommendation,
 
or
 
preliminary
 
determination
 
made
 
by
 
the
 
BCTF
 
prior
 
to
 
the
 
loss
 
of
 
a
 
quorum
 
may
 
be
 
considered
 
but
 
is
 
not
 
binding
 
on
 
the
 
Select
 
Board,
 
which
 
shall
 
make
 
an
 
independent
 
determination
 
based
 
on
 
the
 
trust
 
instrument,
 
applicable
 
law,
 
and
 
the
 
record.
 
(c)
 
Return
 
of
 
authority.
 
Upon
 
re
‑
establishment
 
of
 
a
 
BCTF
 
quorum,
 
all
 
pending
 
and
 
future
 
matters
 
concerning
 
trust
 
management
 
and
 
distributions
 
shall
 
immediately
 
revert
 
to
 
the
 
BCTF.
 
The
 
Select
 
Board
 
shall
 
take
 
no
 
further
 
action
 
under
 
this
 
section
 
except
 
for
 
ministerial
 
acts
 
necessary
 
to
 
effectuate
 
an
 
already
‑
approved
 
distribution.
 §  8.  Fiscal  Handling  and  Records.  
(a)
 
Upon
 
Select
 
Board
 
approval,
 
the
 
Treasurer/Collector
 
shall
 
disburse
 
funds,
 
maintain
 
accounting
 
entries
 
by
 
trust
 
(preserving
 
corpus
 
and
 
earnings
 
distinctions),
 
and
 
include
 
such
 
disbursements
 
in
 
the
 
annual
 
trust
 
fund
 
report
 
to
 
Town
 
Meeting,
 
consistent
 
with
 
Charter
 
reporting.
 
(b)
 
The
 
Select
 
Board
 
shall
 
issue
 
a
 
written
 
determination
 
for
 
each
 
action
 
documenting:
 
(1)
 
the
 
absence
‑
of
‑
quorum
 
finding;
 
(2)
 
the
 
trust’s
 
governing
 
terms;
 
(3)
 
the
 
approved
 
distribution
 
and
 
purpose;
 
and
 
(4)
 
references
 
to
 
legal
 
and
 
financial
 
review.
 
The
 
determination
 
shall
 
be
 
filed
 
with
 
the
 
Town
 
Clerk.
 §  9.  Emergencies.  
If
 
an
 
application
 
demonstrates
 
a
 
time
‑
sensitive
 
need
 
such
 
that
 
delay
 
would
 
frustrate
 
donor
 
intent
 
or
 
materially
 
harm
 
an
 
intended
 
beneficiary,
 
the
 
Select
 
Board
 
may
 
call
 
a
 
special
 
meeting
 
to
 
act
 
under
 
this
 
section,
 
provided
 
the
 
conditions
 
in
 
§
 
3
 
are
 
met
 
and
 
all
 
Open
 
Meeting
 
Law
 
requirements
 
are
 
satisfied.
 
(Use
 
the
 
Charter
 
definition
 
of
 
“emergency”
 
for
 
consistency.)
 §  10.  Construction;  Severability.  
This
 
section
 
shall
 
be
 
construed
 
liberally
 
to
 
effectuate
 
donor
 
intent
 
and
 
continuity
 
of
 
municipal
 
operations
 
while
 
preserving
 
the
 
BCTF’s
 
statutory
 
and
 
chartered
 
role.
 
If
 
any
 
provision
 
is
 
held
 
invalid,
 
the
 
remainder
 
shall
 
continue
 
in
 
effect.
 
(The
 
Town’s
 
Charter
 
delineates
 
roles
 
for
 
elected
 
boards,
 
including
 
the
 
BCTF;
 
this
 
bylaw
 
supplements,
 
not
 
supplants,
 
those
 
provisions.)
 §  11.  Effective  Date.  
This
 
bylaw
 
shall
 
take
 
effect
 
upon
 
approval
 
by
 
the
 
Attorney
 
General
 
or
 
the
 
lapse
 
of
 
ninety
 
(90)
 
days
 
without
 
action
 
after
 
submission
 
by
 
the
 
Town
 
Clerk,
 
and
 
after
 
posting/publishing
 
as
 
required
 
by
 
M.G.L.
 
c.40,
 
§
 
32.
 (Non ‑ binding  Explanatory  Note)  
This
 
bylaw
 
does
 
not
 
transfer
 
management
 
of
 
Lunenburg’s
 
trust
 
funds
 
away
 
from
 
the
 
BCTF.
 
Under
 
M.G.L.
 
c.41,
 
§
 
45
 
and
 
Charter
 
§
 
3
‑
11,
 
the
 
BCTF
 
manages
 
and
 
controls
 
trust
 
funds
 
for
 
the
 
Town’s
 
benefit,
 
consistent
 
with
 
donor
 
terms.
 
The
 
bylaw
 
only
 
provides
 
a
 
narrow,
 
temporary
 
pathway
 
for
 
the
 
Select
 
Board
 
to
 
approve
 
distributions
 
when
 
the
 
BCTF
 
lacks
 
a
 
===PAGE 9===
quorum,  maintaining  donor  restrictions  and  fiduciary  protections,  requiring  
Treasurer/Collector
 
accounting,
 
and
 
leaving
 
all
 
investment
 
and
 
management
 
to
 
the
 
BCTF.
 
 Chairman  Bowen  proceeded  to  read  a  section-by-section  analysis  of  the  document.   Mr  Howard  and  Chairman  Bowen  had  a  brief  discussion  on  the  proposed  organizing  structure  of  
this
 
Board
 
tasked
 
with
 
fulfilling
 
the
 
fund
 
distribution
 
authority
 
of
 
the
 
Trust
 
Fund
 
Commission.
  
Mr
 
Howard
 
felt
 
that
 
having
 
members
 
of
 
the
 
Select
 
Board
 
fill
 
the
 
necessary
 
gap
 
to
 
achieve
 
a
 
quorum
 
would
 
be
 
a
 
sufficient
 
approach,
 
but
 
Chairman
 
Bowen
 
felt
 
that
 
since
 
this
 
is
 
an
 
unusual
 
arrangement
 
that
 
the
 
5-0
 
requirement
 
is
 
a
 
necessary
 
higher
 
standard
 
since
 
these
 
activities
 
do
 
not
 
fall
 
in
 
the
 
normal
 
roles/responsibilities
 
of
 
members
 
of
 
the
 
Select
 
Board.
 Mr  Howard  made  a  motion  to  approve  the  DISTRIBUTION  OF  TRUST  FUNDS  IN  THE  ABSENCE  
OF
 
A
 
QUORUM
 
warrant.
  
The
 
Motion
 
was
 
seconded
 
by
 
Chairman
 
Bowen.
  
The
 
vote
 
on
 
the
 
motion
 
was
 
Mr
 
Howard
 
=
 
Aye,
 
Chairman
 
Bowen
 
=
 
Aye.
  Chairman  Bowen  advised  that  Real  Estate  investigations  are  on  “Hold”   The  next  meeting  is  scheduled  to  be  held  on  February  12,  2026  at  our  normal  time  of  5:00pm.   There  was  no  public  comment,  nor  any  comment  from  Mr  Howard  or  Chairman  Bowen.   Mr  Howard  made  a  motion  to  adjourn.   Chairman  Bowen  seconded  the  motion.   The  vote  on  the  
motion
 
was
 
Mr
 
Howard
 
=
 
Aye,
 
Chairman
 
Bowen
 
=
 
Aye.
  
The
 
Meeting
 
was
 
adjourned
 
at
 
6:34pm.