HOUSE DOCKET, NO. 4832        FILED ON: 1/27/2020

HOUSE  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  No. 4442

The Commonwealth of Massachusetts

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PRESENTED BY:

William C. Galvin and Walter F. Timilty

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To the Honorable Senate and House of Representatives of the Commonwealth of Massachusetts in General
Court assembled:

The undersigned legislators and/or citizens respectfully petition for the adoption of the accompanying bill:

An Act relative to the Revere & Son Heritage Trust Corporation.

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PETITION OF:

HOUSE DOCKET, NO. 4832        FILED ON: 1/27/2020

HOUSE  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  No. 4442

The Commonwealth of Massachusetts

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In the One Hundred and Ninety-First General Court
(2019-2020)

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An Act relative to the Revere & Son Heritage Trust Corporation.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:
 

SECTION 1.  The purposes of this Act are as follows:

(a) The Town of Canton has acquired or agreed to acquire the land and buildings of historical significance being the location of a copper mill and related operations of Paul Revere and his sons, a location powered historically by waterpower of the East Branch of the Neponset River and related water bodies. From this site were manufactured copper plates used and installed in many places during colonial times or early Republic times, including copper used and installed on the U.S. Frigate Constitution (“Old Ironsides”), and on the state capital building dome in Boston. The town is dedicating this land and buildings as the Paul Revere Heritage Site for the benefit of residents of the town, the Commonwealth and the Nation and the benefit of visitors and guests.

(b) The Town of Canton seeks authority to establish a body politic and corporate as an affiliated instrumentality, appointed in part by the Board of Selectmen, and reporting to the Board of Selectmen, and using from time to time both public and private funds, to operate a Paul Revere Museum of Discovery and Innovation at this Heritage site, including the control and management of the museum site consisting of the interior of the Revere Barn, the interior of the second floor of the Rolling Mill not leased exclusively to others, and performance, programming and event open space to the east of the barn between the barn and the U.S. Army Corps of Engineers diversion channel, as leased or licensed to the Corporation by the Board of Selectmen, together with the responsibility and authority to operate ancillary supporting activities, such as  teaching and educational services and programs, and other amenities and attractions, and the like for guests, employees and visitors, including the installation of interpretive signage at the Heritage Site open space.

(c) A public corporation is necessary to ensure that these public purposes are carried out, that public control and public funds may be so spent on this purpose, and that the exercise of powers by the Corporation and any assistance which may be given by the town, the Commonwealth, the United States or any other public body in connection therewith, are public uses and purposes for which public money may be expended.

SECTION 2. As used in this act the following words shall, unless a different meaning clearly appears from the context, have the following meanings: 

"Board of Selectmen", the duly elected Board of Selectmen of the Town of Canton.

"Corporation", the Revere & Son Heritage Trust Corporation established by section 3.

“Museum premises”, an open-to-the-public Paul Revere Museum of Discovery and Innovation and Paul Revere Heritage Site located in the Revere Barn and Rolling Mill second floor not leased exclusively to others which buildings are shown on the plan entitled "Subdivision Plan of Land in Canton Massachusetts" prepared by VHB, Inc. and dated October 8, 2018, and performance, programming and event open space to the east of the barn between the barn and the U.S. Army Corps of Engineers diversion channel, as leased or licensed to the Corporation by the Board of Selectmen, together with the responsibility and authority to operate ancillary supporting activities, such as  teaching and educational services and programs, and other amenities and attractions, and the like for guests, employees and visitors, including the installation of interpretive signage at the Heritage Site open space.

"Town", the Town of Canton.

“Majority vote”, a vote of at least a majority of the voters of the Town of Canton present and voting at a town meeting duly called.

SECTION 3. There is hereby created a body politic and corporate to be known as the Revere & Son Heritage Trust Corporation. The Corporation is a public instrumentality separate from the town, and is not an authority, board or committee of the town. The Corporation is empowered to carry out the provisions of this act, and the exercise by the Corporation of the powers conferred by this act are the performance of essential public functions.

(a) Notwithstanding any other general or special law to the contrary, the town, acting through the Board of Selectmen, is specifically authorized to lease to the Corporation the Barn interior and Rolling Mill second floor area not leased exclusively by others, upon such terms and conditions as the Board of Selectmen shall determine. The lease shall also provide that the lease shall terminate if the Corporation ceases to use the museum premises for the declared public purpose described in section 1. In addition, the town, acting through the Board of Selectmen, is authorized to lease or license to the Corporation, upon such terms as the Board of Selectmen shall determine, performance, programming and event open space to the east of the barn between the barn and the U.S. Army Corps of Engineers diversion channel, together with the responsibility and authority to operate ancillary supporting activities, such as  teaching and educational services and programs, and other amenities and attractions, and the like for guests, employees and visitors, including the installation of interpretive signage at the Heritage Site open space. Fees charged for the use of the Rolling Mill second floor area not leased exclusively by others, and for such performance, programming and event open space adjacent to the barn, shall be used as additional funding for museum premises expenses; provided that no fees shall be charged to an authority, board or committee of the town for its use of said spaces.

(b) The town shall not incur any financial obligation as a result of any action by the Corporation, absent a majority vote or a vote of the Board of Selectmen.

(c) For the purposes of chapter 30B of the General Laws, the Corporation shall be a governmental body. Improvement of any property owned or leased by the Corporation or leased by the Corporation to another party, including design, development, construction and operation shall be subject to sections 38A to 38O, inclusive, of chapter 7, section 39M of chapter 30 and sections 44A to 44M, inclusive, of chapter 149 of the General Laws. For the purposes of clause Twenty-sixth of section 7 of chapter 4 of the General Laws, and chapter 66 of the General Laws, the records of the Corporation shall be public records.  For the purposes of chapter 268A of the General Laws, the Corporation shall be considered a municipal agency. The members of the board of directors and employees of the Corporation, together with any person who performs professional services for the Corporation on a part-time, intermittent, or consultant basis, such as those of an architect, attorney, engineer, planner, or construction, financial, or real estate expert, shall be special municipal employees if so designated by the Board of Selectmen.

(d) The Corporation shall be subject to all applicable local by-laws and regulations of the town, provided however that employees of the Corporation shall not be subject to any applicable personnel local by-laws or regulations of the town except as may be specifically agreed to pursuant to Section 5(d) of this Act.

(e) The exercise of powers by the Corporation and any assistance which may be given by the town, the Commonwealth, the United States or any other public body in connection therewith, are public uses and purposes for which public money may be expended.

(f) The Corporation may be designated by Canton town meeting as a spending authority for municipal revolving accounts pursuant to Chapter 44, section 53E1/2 of the General Laws. Funds payable from municipal revolving accounts established by Canton town meeting, for purposes of the creation and/or operation of the museum premises, Paul Revere Heritage Site rolling mill and Paul Revere Heritage Site open space, shall first be used to provide additional funding for museum premises expenses and, in the event that funding is not needed to provide for museum premises expenses in that fiscal year, such excess funds may be used for rolling mill, museum exterior and open space expenses. 

(g) The Corporation shall submit a plan of service and budget to the Board of Selectmen on an annual basis (the “Annual Plan”) to obtain funds payable from municipal revolving accounts regarding which the Board of Selectmen is the spending authority. The Annual Plan of Service and Budget shall be a report of the various uses for said expenditures. The Annual Plan shall reflect the accounts and museum activities for which the money will be spent relative to operating and capital expenses. The report will detail staffing, programs and ongoing expenses for the Corporation and will reflect any strategic plan in place at the time of the report. The Board of Selectmen shall review the Annual Plan and vote whether to release such funds as the Board of Selectmen shall determine, prior to sixty days before the Corporation’s proposed fiscal year.

(h) Endowment funds that benefit the museum premises may be established pursuant to Chapter 44, section 53A of the General Laws.  Grants, donations or investment income drawn from such endowments may be credited to municipal revolving accounts regarding which the Corporation has been designated by Canton town meeting as a spending authority.

SECTION 4. The powers, duties and obligations of the Corporation shall be vested in and exercised by a board of directors consisting of at least five and not more than twenty-five members, not more than twelve of whom shall be appointed by the Board of Selectmen and the remainder of whom shall be appointed by the board of directors.

(a) The original five members of the board of directors shall be appointed by the Board of Selectmen within 60 days following the effective date of this act. Of the members of the board of directors first appointed, one shall be appointed to serve for a term of one year, one for a term of two years, one for a term of three years, one for a term of four years, and one for a term of five years. All terms thereafter shall be for five years. Upon the expiration of the term of office of any member of the board of directors, or any subsequent member of the board of directors, the successor of such member shall be appointed for a term of five years. In the event of a vacancy on the board of directors, a successor member shall be appointed to complete the term of service for the member whose term has not expired; provided, however, that for the purposes of this section, service to complete the term of another member shall constitute service for one term if the balance of said term being completed is more than 50 per cent of the original term. Unless reappointed no member of the board of directors shall hold office after the expiration of his term. Unless waived by the Board of Selectmen, no member of the board of directors of the Corporation shall hold office for more than two consecutive terms.

(b) Any member of the board of directors of the Corporation may be removed by the Board of Selectmen after reasonable notice and a public hearing by the Board of Selectmen, unless the notice and hearing are in writing expressly waived by the member of the board subject to removal.

(c) The board of directors shall appoint a treasurer who may, but need not be, a member of the board.   Said Treasurer must be bonded at the cost of the Corporation in an amount satisfactory to the Board of Selectmen. The Corporation shall cause at all times accurate accounts to be kept of all receipts and expenditures of the funds of the corporation and shall make a report annually to the Board of Selectmen and to Canton town meeting, containing an abstract of such accounts and detailed information of all receipts and expenditures.  All Corporation funds shall be held in the custody of the Treasurer of the Town of Canton. 

(d) The members of the board of directors shall not receive compensation for the performance of their duties hereunder, but each member shall be reimbursed by the Corporation for expenses actually incurred in the performance of their duties. Notwithstanding the foregoing, members shall seek and obtain from the Treasurer and a majority of the Board of Directors pre-approval of expenses over $100.00. Every such reimbursement shall be open to public inspection from and after the requisition therefor.

(e) The Corporation may be dissolved only in accordance with the following procedure. The Board of Selectmen shall make a finding that the Corporation is no longer needed or that the purpose of the Corporation as set forth in section 1 of this act has been fulfilled, or that the Corporation has failed to fulfill such purposes. If such a finding is made, the Board of Selectmen shall hold a public hearing on whether the Corporation should be dissolved. Notice of the public hearing shall be published no later than two weeks prior to the hearing date in two newspapers having general circulation in the town. After the public hearing, the Board of Selectmen shall make a recommendation to Town Meeting as to whether the Corporation shall be dissolved.  Following a positive vote of dissolution by the Town Meeting as described herein, the Corporation shall transact only such business as is necessary to conclude its affairs. Following dissolution of the Corporation, the town shall assume all legal obligations, and liabilities, assets, debts, leases, contracts and all real and other property of the Corporation.

SECTION 5. The board of directors, on behalf of the Corporation, shall have the following powers, duties and obligations:

(a) to adopt a corporate seal for the corporation and designate the custodian thereof;

(b) to sue and be sued in its own name, but only to the extent and upon the same conditions that a city or town may be sued, and to plead and be impleaded;

(c) to adopt rules for the regulation of its affairs and the conduct of its business and to alter the same;

(d) to employ consultants, an executive director, superintendents, managers, legal counsel, financial and technical advisors and such other employees, agents and consultants as may be necessary in its judgment to achieve any of its purposes.   Notwithstanding any general or special law to the contrary, employees of the Corporation shall not be deemed to be employees of the town, nor shall they be deemed to be “employees” or “public employees” of a governmental or public agency, nor shall they be entitled to participate, by reason of such employment by the Corporation, in any benefits provided to such “employees” or “public employees ” under any other general or special law, except as provided as follows: the town and the Corporation may agree in writing to allow, at the sole expense of the Corporation, employees of the Corporation to participate in employee health and life insurance, retirement or other benefit programs offered by the town to town employees. To the extent the town agrees to provide such benefits, then, for those specific benefits only, each such Corporation employee shall be deemed and treated for each such benefit as if such employee was classified a town employee.

(e) to oversee, manage or operate the museum premises as may be leased to the Corporation by the Town pursuant to Section 3(a) of this Act and be responsible for the museum collection, including the establishment of ownership, acquisition, accessioning, deaccessioning and disposal policies (subject to the requirements of MGL Chapter 30B), and those related to exhibit planning, programming, fund raising and event planning;

(f) to engage an individual, corporation or other entity to oversee, manage and or operate the museum premises and Paul Revere Heritage Site pursuant to the terms of a management or operating agreement, subject to the approval of the Board of Selectmen;

(g) to accept and use as part of its operating or capital budgets any grants, donations, gifts, endowments or contributions intended for the use of or by the museum premises and any rentals, admission receipts or event fees arising from the museum premises, as may be leased to the Corporation pursuant to Section 3(a) of this Act, or funded by municipal revolving accounts pursuant to Sections 3(g) and (f) of this Act;

(h) to make and enter into all contracts and agreements necessary or incidental to the performance of its duties or as may be assigned to the Corporation by the Board of Selectmen regarding the museum premises and Paul Revere Heritage Site;

(i) to seek annual operating and capital revenue appropriations for the museum premises and Paul Revere Heritage Site, as needed, by submitting town meeting warrant articles to the Board of Selectmen for possible consideration and approval of Canton town meeting;

(j) to establish and work with volunteer Friends of the Museum.

(k) to apply for, receive and expend funds and other property in aid of its public purposes whether by gift, contribution, donation, grant, endowment, loan or otherwise, and to invest funds in an investment legally permitted for a city or town provided that the custodian of such funds be the treasurer of the Town of Canton;

(l) subject to MGL Chapter 30B to acquire and hold by bequest, devise, grant, gift, purchase, exchange, lease, judicial order or decree, or otherwise, for any of its objects and purposes, any property, either real or personal, or any interest therein; notwithstanding the forgoing the Corporation shall seek Selectmen approval of the acquisition or disposition of any interest in real property.

(m) to procure insurance against any loss in connection with its property and other assets and operations in such amounts and from such insurers as it deems desirable;

(n) to improve personal property acquired by or loaned to it, and to engage in or contract for the demolition, construction, reconstruction, development, redevelopment, rehabilitation, remodeling, alteration or repair thereof;

(o) to sublease, transfer, option, exchange, or otherwise dispose of any real property, or any interest therein, as the objects and purposes of the Corporation may require, subject to the approval of the Board of Selectmen and a two third vote of the Canton Town Meeting provided however that the Corporation may enter into leases up to 20 years in duration with the approval of only the Board of Selectmen;

(p) to establish and collect fees for the use of any properties owned or leased by the Corporation including the museum premises and any of its facilities;

(q) to do any and all acts and other things necessary or convenient to carry out the powers expressly granted in this act, and all other things incidental or related to the powers of the Corporation.

SECTION 6. The Corporation shall be liable in contract and in tort in the same manner as a municipal corporation. The directors, employees, officers and agents of the Corporation shall be liable as such in contracts and tort, in the same manner as municipal employees under the General Laws. The Corporation shall indemnify its employees under sections 9 and 13 of Chapter 258 of the General Laws as public employees.

SECTION 7. The real estate and tangible personal property of the Corporation shall be deemed public property used for the essential public and governmental purposes and shall be exempt from taxation by the Commonwealth or any subdivision thereof and from betterments and special assessments;

SECTION 8. This Act shall take effect upon passage.