WESTERLY MUNICIPAL LAND TRUST RULES AND REGULATIONS

Trustees; Les Crandall, Chairman James Federico III Giorgio Gencarelli Gail Mallard, Secretary Nancy Martin Lise Mayers Richard Silva WESTERLY MUNICIPAL LAND TRUST WESTERLY MUNICIPAL LAND TRUST RULES AND REGULATIONS 13-July-2009 ARTICLE I AUTHORITY A. An Ordinance establishing the Westerly Municipal Land Trust, hereinafter called the Trust, was passed by the Westerly Town Council September 20, 2003 in accordance with Act 42-17.1 created by the Rhode Island General Assembly. Section 4 of the Ordinance authorizes the Trustees of the Westerly Municipal Land Trust to adopt reasonable rules and regulations governing the conduct of Trust affairs, including the acquisition and management of its holdings not inconsistent with the provisions of the ordinance. All rules and regulations of the Trust are subject to the approval of the Westerly Town Council, hereinafter called the Town Council. B. In instances where there is a discrepancy between the Ordinance and the Rules and Regulations, the Ordinance shall take precedence. ARTICLE II TRUSTEES A. There shall be seven (7) Trustees appointed by the Town Council. Ex-officio members will be: current chairperson or member designee of the Westerly Planning Board, the Town Planner, the Finance Director of the Town of Westerly. B. Following the initial staggered appointments, Trustees will be appointed by the Town Council for five (5) year terms beginning January 1 st and ending December 31st in accordance with the Ordinance. The Trustees so appointed will assume their authority as Trustees at the first meeting of the Trust following January 1 st. Trustees shall be resident electors or taxpayers of the town of Westerly, shall serve without 1

compensation and shall hold office until their successors have been appointed. No trustee may be an elected official or salaried employee of the town. Trustees are subject to the Rhode Island Code of Ethics, Chapter 14-36, of the Rhode Island General Laws. ARTICLE III OFFICERS A. The officers of the Trust shall consist of a Chairperson, Vice-Chairperson and Secretary 1. CHAIRPERSON The Chairperson shall preside at all meetings of the Trust and shall supervise its business and activities. The Chairperson may sign deeds, contracts, or other documents authorized by a majority of the Trustees as empowered by the Town Council. The Chairperson shall be one of the seven Trustees appointed by the Town Council. 2. VICE-CHAIRPERSON a. The Vice-Chairperson shall, in the event of the absence or disability of the Chairperson, possess all the powers and perform all the duties of the Chairperson. The Vice-Chairperson shall be one of the seven Trustees appointed by the Town Council. b. The Vice-Chairperson shall act as liaison between the Trust and the Finance Director of the Town of Westerly. The Vice-Chairperson shall inform the Finance Director of all expenses/vouchers/warrants approved by the Trust for payment. The Vice-Chairperson shall provide the Trustees a monthly report of the revenues and expenditures and account/fund balances of the Trust. 3. SECRETARY a. The Secretary shall be responsible for routine correspondence, posting of notices, recording the minutes of meetings and providing a copy of the meeting minutes to the Town Clerk for dissemination. The Secretary shall act as liaison between the Trust and the Town Clerk of the Town of Westerly. The Secretary shall be one of the appointed Trustees or one of the ex-officio members of the Trust. b. In the event of the absence or disability of the Chairperson and Vice-Chairperson at a regular meeting of Trustees, the Secretary will preside at that meeting. The Chairperson and Vice-Chairperson may designate the Secretary to act on their behalf in specific situations. c. The Secretary position may be a paid position at the discretion of the Trustees and approval of the Town Council. d. In the absence of the Secretary at a meeting, the presiding person shall designate another board member to act as secretary to keep minutes of that meeting. B. The officers of the Trust will be elected by the Trustees at the first regularly scheduled meeting in January each year. The officers will serve for one year. The Secretary shall file forthwith a list of the officers for the ensuing year with the Town Clerk. C. Vacancies 1. Officer The unexpired term of an officer shall be filled immediately by regular Trustee election procedure. 2. Trustee The unexpired term of a Trustee shall be filled by the Town Council as soon as the Town Council gathers names of interested individuals and appoints them at a Town Council meeting. 2

ARTICLE IV MEETINGS A. The Trustees shall meet regularly on a monthly basis. Special and interim meetings may be called by the Chairperson at any time upon seventy-two (72) hours notice to Trustees and the general public. B. Meetings shall be conducted in accordance with the most recent edition of Robert s Rules of Order. C. Meetings and records shall be consistent with the Rhode Island Open Meetings Laws and the Public Records Act. D. A quorum for holding legitimate business meetings is four (4) Trustees and decisions shall be by a majority of those members present and voting except in decisions of the acquisition or disposition of land, easements, rights-of-way, which must be by a vote of at least four (4) Trustees. ARTICLE V SELECTION OF ACQUISITIONS A. Sections 1 and 5 of the Ordinance list the purposes of the Trust and the powers of the Trust to obtain land and development rights. B. An annual list of Trust Goals and Objections will be approved by the Trustees in February each year. This list will identify the areas where the Trust will focus its attention in the coming year. C. Also at the February meeting, Trustees will approve a rating process to evaluate potential acquisitions. This process should be based on the Trust purpose and the annual Goals and Objections. It should use a weighting system to provide trustees an analytical tool to rank potential acquisitions and provide evidence the acquisition is in the best interest of the Trust and the Town of Westerly. In addition to accomplishment of Trust purposes and current Goals and Objectives, examples of criteria that might be included in the ranking criteria are: land contiguous to currently protected areas; adherence to the town Comprehensive Plan; potential to retain rural characteristics of the town; available funding; fulfillment of state and county open space objectives; title, access and liability issues; stewardship/maintenance requirements. In using the rating process, it is recognized opportunistic acquisitions and particular site issues may supersede certain criteria in the weighing system. D. Trustees will evaluate all proposed acquisitions in a timely manner. Site visits should be arranged with the land owner and the majority of the Trustees. Professional consultants should be prudently engage to assist in the evaluation of proposed acquisitions. E. Trustees may elect a sub-committee to investigate and/or negotiate the acquisition of a certain parcel or parcels of land or authorize the Chairperson to appoint such a sub-committee. F. The Trust may decline acceptance of land if the Trust believes accepting the land is not in the overall best interest of the Town because of associated stipulations, location, land conditions or other biological, ecological, economic, environmental or social reasons. G. When recommending either the acquisition or non-acquisition of a parcel of land or development rights to a parcel of land, the recommending group, either sub-committee recommending to the Trustees as a 3

whole or the Trustees recommending to the Town Council for those acquisitions requiring own Council approval, the following is the minimum information that should be contained in the proposal/report: Description of property or interest. Description of special acquisition requirements or burdens, such as perpetual use requirements, easements, etc. Justification for recommendation to acquire or not to acquire including the intended use and how the acquisition will or will not meet the stated purposes of the Land Trust. Copy of the evaluation and weighting sheet. Estimated final purchase costs plus ongoing maintenance responsibilities and costs. List of possible source(s) of project funding, including purchase and maintenance. VI PURCHASES & SALES A. The Trustees shall encourage gifts and less than market prices. Where such are not forthcoming, the Trust may purchase land, easements or development rights with funding provided by terms of the ordinance. Professional appraisals should be considered for proposed acquisitions. In addition to appraisal, Trustees will consider professional consultants for such services as engineering/land boundary survey, environmental survey, title search, and/or professional services specific to the proposed property. However, a majority of Trustees voting in a regular or special meeting may determine an appraisal is not warranted because the acquisition is a gift or is at a bargain price, a revaluation of all land for tax purposes was recently conducted by the town, or the town need or proposed use of the land is inconsistent with the factors that would determine the market value of the land. If potential acquisition of land is by donation, the donor should be notified of the following: The WMLT has requested and received properties from the Town of Westerly via vote of the Westerly Town Council. Similarly, the Westerly Town Council, or any other group, may request properties from the WMLT, with or without monetary compensation. Unless otherwise restricted, the Trustees have a fiduciary responsibility to the Municipal Land Trust to cast their vote on such a request in a manner that they believe is in the best interest of the Municipal Land Trust. B. Each proposed acquisition shall require the approval of at least four (4) Trustees. C. The following shall be recorded in a Catalog of Acquisition for each property purchased or accepted as a gift: copy of the deed(s) for the property with date, book and page recorded pertinent historical references of the transaction a map of the property copy of acknowledgement letter to prior owner if a donation notification that the parcel should be included on the Town insurance policy a written Statement of Purpose indicating the current use of the property, the reason and purpose of the acquisition and the proposed town use of the property. This Statement is intended to be used to inform future Trustees of the reason why the property was originally acquired but not limit their future use of the property Management Plan VII STEWARDSHIP AND MANAGEMENT A. All funds collected by the Trust shall be deposited in a revolving and restricted account set up by the Finance Director. All monies or other liquid assets received as voluntary contributions, grants or loans, funds 4

appropriated to the Trust by the Town Council, or proceeds from the disposal of real property or interests shall be deposited into said account. All expenses lawfully incurred by the Trust in carrying out the provisions of this Ordinance shall be evidenced by vouchers and shall be paid by the Finance Director of the Town only upon submission by warrants duly approved by the Trust. B. The Town of Westerly shall retain title and ownership in any real or personal property acquired by the Trust. C. A Catalog of Acquisition shall be maintained for all properties acquired by the Trust as defined in Article VI, Section C. D. As part of the Catalog of Acquisition, a Management Plan shall be developed for each parcel owned by the WMLT. Minimally, the Plan should include: Inventory/evaluation of the land unique soils, vegetation, plant species and animal habitats, water sources (groundwater, surface, wetlands), cultural and historical resources, topography. Goals and objectives for remedial program as needed (waste/hazard removal, invasive species eradication, restore a particular habitat). Goals for the property preserve natural state, develop park, establish trails, increase wildlife, increase viewing and educational opportunities, agriculture and grazing, - and implementation. Management actions walk property at least once per year, post signs of a design that is in keeping with the character of the town, sensitive to the neighborhood and used sparingly and in a reasonable manner, maintain trails, mow grass, remove debris/litter, monitor species/habitats, establish/keep contact with neighbors to engage them to assist in oversight of the property and prohibit encroachment. E. The Trustees shall monitor the Trust s properties and interests from time to time. At least yearly the Trust should review the Management Plan and modify as needed and assure that the property is being managed in a manner consistent with the Management Plan. At least yearly the Trust will review the operating costs of each property and include said costs in their annual budget request to the Town Manager. An annual report including already Town-owned properties and those purchased by Land Trust shall be included with budget request to be given to Town Council. F. A Stewardship Sub-Committee will be appointed by Chairman for a 1 year term to maintain the Catalog of Acquisitions and be responsible for maintenance and management of properties. Membership of the Stewardship Sub-Committee may consist of Trustees and non-trustee citizens of Westerly. The Chairman should be a Trustee. ARTICLE VIII SPECIAL COMMITTEES The Trustees may appoint special committees to assist and carry out the purposes and activities of the Trust by a majority vote of Trustees present at a regular or special meeting. ARTICLE IX LAND TRUST ALLIANCE STANDARDS AND PRACTICES The Trust will follow the Land Trust Alliance Standards and Practices, unless otherwise specified in these rules and regulations. 5

ARTICLE X AMENDMENTS AND SEVERABILITY A. These rules and regulations may be amended at a regular meeting of the Trust. Such amendments may be made only if approved by four Trustees. Any such amendments also need the approval of the Town Council. B. The provisions of these rules and regulations are severable, and if any provision hereof shall be held invalid in any circumstances, such invalidity shall not affect any other provisions or circumstances. Original Rules & Regulation approved by the Trustees of the Westerly Municipal Land Trust on 29-November, 2004 and the Westerly Town Council on 24-January-2005. Amendments approved by the Trustees of the Westerly Municipal Land Trust on 30-March-2009 and the Westerly Town Council on 13-July-2009. 6

ACQUISITION AND STEWARDSHIP PROGRAMS Draft changes WMLT review March, 2009, Town Council review July, 2009 Acquisition and Stewardship of WMLT properties are broadly defined in Article VI, Purchases & Sales, and Article VII, Stewardship and Management, of the WMLT Rules and Regulations adopted 29-November-2004. Expanded practices and procedures are presented below in italics. VI PURCHASES & SALES A. The Trustees shall encourage gifts and less than market prices. Where such are not forthcoming, the Trust may purchase land, easements or development rights with funding provided by terms of the ordinance. Professional appraisals should be [delete obtained] considered for proposed acquisitions. In addition to appraisal, Trustees will [delete utilize] consider professional consultants for such services as engineering/land boundary survey, environmental survey, title search, and/or professional services specific to the proposed property. However, a majority of Trustees voting in a regular or special meeting may determine an appraisal in not warranted because the acquisition is a gift or is at a bargain price, a revaluation of all land for tax purposes was recently conducted by the town, or the town need or proposed use of the land is inconsistent with the factors that would determine the market value of the land. If potential acquisition of land is by donation, the donor should be notified of the following: The WMLT has requested and received properties from the Town of Westerly via vote of the Westerly Town Council. Similarly, the Westerly Town Council, or any other group, may request properties from the WMLT, with or without monetary compensation. Unless otherwise restricted, the Trustees have a fiduciary responsibility to the Municipal Land Trust to cast their vote on such a request in a manor that they believe is in the best interest of the Municipal Land Trust. B. Each proposed acquisition shall require the approval of at least four (4) Trustees. C. The following shall be recorded in a Catalog of Acquisition for each property purchased or accepted as a gift: copy of the deed(s) for the property with date, book and page recorded pertinent historical references of the transaction, a map of the property copy of acknowledgement letter to prior owner if a donation notification that the parcel should be included on the Town insurance policy a written Statement of Purpose indicating the current use of the property, the reason and purpose of the acquisition and the proposed town use of the property. This Statement is intended to be used to inform future Trustees of the reason why the property was originally acquired but not limit their future use of the property Management Plan

VII STEWARDSHIP AND MANAGEMENT A. All funds collected by the Trust shall be deposited in a revolving and restricted account set up by the Finance Director. All monies or other liquid assets received as voluntary contributions, grants or loans, funds appropriated to the Trust by the Town Council, or proceeds from the disposal of real property or interests shall be deposited into said account. All expenses lawfully incurred by the Trust in carrying out the provisions of this Ordinance shall be evidenced by vouchers and shall be paid by the Finance Director of the Town only upon submission by warrants duly approved by the Trust. B. The Town of Westerly shall retain title and ownership in any real or personal property acquired by the Trust. C. A Catalog of Acquisition shall be maintained for all properties acquired by the Trust as defined in Article VI, Section C. [Delete -This Catalog will include the Statement of Purpose described in Article VI, Section C, copy of the deed(s) for the property, pertinent historical references of the transaction, a map of the property and a Management Plan developed by the Trust for each property consistent with the Statement of Purpose, the purposes of the Trust per the Ordinance and the needs of the Town.] D. As part of the Catalog of acquisition, a Management Plan shall be developed for each parcel owned by the WMLT. Minimally, the Plan should include: Inventory/evaluation of the land unique soils, vegetation, plant species and animal habitats, water sources (groundwater, surface, wetlands), cultural and historical resources, topography. Goals and objectives for remedial program as needed (waste/hazard removal, invasive species eradication, restore a particular habitat) Goals for the property preserve natural state, develop park, establish trails, increase wildlife, increase viewing and educational opportunities, agriculture and grazing, - and implement Management actions walk property at least once per year, post signs [old E] of a design that is in keeping with the character of the town, sensitive to the neighborhood and used sparingly and in a reasonable manner, maintain trails, mow grass, remove debris/litter, monitor species/habitats, establish/keep contact with neighbors to engage them to assist in oversight of the property and prohibit encroachment. E. {old D] The Trustees shall monitor the Trust s properties and interests from time to time. At least yearly the Trust should review the Management Plan and modify as needed and assure that the property is being managed in a manner consistent with the Management Plan. At least yearly the Trust will review the operating costs of each property and include said costs in their annual budget request to the Town Manager. An annual report including already Town owned

properties and those purchased by Land Trust shall be included with budget request to be given to Town Council. F. A Stewardship Sub-Committee will be appointed by Chairman for a 1 year term to maintain the Catalog of Acquisitions and be responsible for maintenance and management of properties. Membership of the Stewardship Sub-Committee may consist of Trustees and non-trustee citizens of Westerly. The Chairman should be a Trustee. G. [Delete: At least one Trustee will walk each managed property at least once per year.]