HomeMy WebLinkAboutBuilding Commissioners Zoning Determination w exhibits 4 3 2026
April 3, 2026
Attorney Robert Brennan,
Housing Assistance Corporation
255 Independence Drive,
Hyannis, MA 02601
Re: 460 West Main Street, Hyannis, MA - Dover Amendment Findings and Determination
under G.L. c. 40A, §3 - Religious Use
Attorney Brennan,
Please find my review, findings and determination concerning the Housing Assistance
Corporation’s request for a zoning determination. Specifically, “that the use of 460 West
Main Street, Hyannis (the “property”), as an emergency overnight homeless shelter operated by
Catholic Charitites [Charities] constitutes a “religious use” under the Dover Amendment, as
codified in Mass. Gen. L. Chapter 40A Section 3, and is therefore an “exempt use” under Section
240-8(A)(3) of the Town of Barnstable Zoning Code.”
Introduction and Procedural Background
The initial communication on this matter began with correspondence dated April 3,
2025, [EXHIBIT 1] requesting the zoning determination as outlined above. In an
email on April 15, 2025, my o7ice refused to make a determination due to the
absence of a building permit application. On November 13, 2025, in response to the
refusal, Housing Assistance Corporation submitted a building permit application in
order to elicit a formal determination (see also - building permit segment below).
Included in that submittal was an attachment dated November 11, 2025, entitled,
“Dover Packet 460 West Main (2025.11.11)”.
Site Plan Review
The submittal of the building permit application at that time resulted in a procedural
error in that the application was submitted prior to receiving Site Plan Review
approval. Consequently, on December 12, 2025, the building permit was denied in
writing as well as on the Town of Barnstable’s online permitting program (the
“portal”) due in part to a failure to obtain Site Plan Review approval.
In response, on November 14, 2025, Housing Assistance Corporation submitted an
application for Site Plan Review for the subject property. On December 2, 2025, a
meeting of the Site Plan Review Committee, was convened. The application was
heard and taken under advisement for various reasons including lot coverage, which
could logically be construed as a reasonable regulation under the G.L. c. 40A Section
3, the Dover Amendment.
The Site Plan Review application was ultimately rejected for procedural purposes
due to a deadline, but with the understanding that it remained in the system pending
review of lot coverage. While this o7ice had determined that the use itself was
approvable, there remained this outstanding concern which required findings and a
zoning determination. Therefore, working with the applicant, Barnstable’s planning
and legal departments we sought to review that issue.
Building Permit
As previously stated, a building permit application was received by the building
division. On November 13, 2025, the application was entered into Barnstable’s
online permitting portal, it contained a request for an o7icial zoning determination
as to use. In support of that request, the applicant submitted written materials
entitled, “Dover Packet 460 West Main (2025.11.11).pdf” [EXHIBIT 2] referencing
prior correspondence dated April 3, 2025 [EXHIBIT 1], responsive correspondence
dated April 15, 2025, and additional written submissions together with supporting
documentation.
Submittal of the building permit application necessitated a zoning determination
concerning the intended use of the property pursuant to M.G.L. Ch. 40A §3. On
December 5, 2025, this o7ice entered a zoning determination in the portal
indicating that the use was an exempt use under M.G.L. Ch. 40A §3.
Reasonable Regulations – Lot Coverage
As previously stated, there was cause to review the matter of reasonable regulations
provided in the G.L. At issue was whether or not the existing building exceeded lot
coverage and required a Modification Permit to modify the bulk regulations of the
zoning district §240-8 (3) (a & b). On January 22, 2026, this o7ice requested a
narrowly focused legal opinion from the Town Attorney’s O7ice. Specifically,
whether or not the Dover amendment granted an exception to lot coverage. The
applicant was notified of our intent to seek an opinion from the Town Attorney
concerning this issue.
On February 5, 2026, the Town Attorney’s o7ice opined that we would not be able to
impose the maximum lot coverage on a dover protected use. However, in the
opinion it was advised that this o7ice ask a question pertaining to use, we did. It is
our understanding that this initiated a series of communications between the Town
Attorney’s o7ice, the applicant and the Massachusetts Attorney General’s o7ice
(AG’s o7ice). We refrained from issuing the building permit during this period of
time. Those communications lasted for several weeks. This o7ice was not privy to
those communications, we were not asked to participate in them, nor were we
asked to provide input until they concluded.
Although we did not request an opinion concerning use, the Town Attorney’s O7ice
wrote in an opinion to this o7ice that the use was not protected by the Dover
amendment [EXHIBIT 3]. After the Town Attorney’s o7ice submitted an opinion to
this o7ice, they also provided a written opinion from the AG’s o7ice. In the AG’s
opinion they opine that the Dover Amendment does apply [EXHBIT 5].
I have included both the Town Attorney’s opinion and that of the Attorney General for
informational purposes. These are my findings:
Findings:
1. I as duly the duly appointed Building Commissioner and Zoning Enforcement O7icer
for the Town of Barnstable, received a building permit application and request for a
determination that the property located at 460 West Main Street, Hyannis,
Massachusetts, may be used as an emergency overnight homeless shelter operated
by Catholic Charities of the Diocese of Fall River, Massachusetts, Inc. [EXHIBIT 1]
2. The request was submitted on behalf of Housing Assistance Corporation, Asclepius
Corporation, and Catholic Charities of the Diocese of Fall River, Massachusetts, Inc.
3. The request seeks determination that the proposed use constitutes a religious use
under G.L. c.40A §3 (the Dover Amendment) and is therefore an exempt use under
Section 240-8(A)(3) of the Town of Barnstable Zoning Ordinance.
4. The request was submitted in connection with Building Permit Application BLDC-
25-316.
5. The applicant submitted written materials dated April 3, 2025, November 11, 2025,
and related correspondence, including responses to questions from the Building
Commissioner and Town Attorney’s o7ice concerning the basis for the claimed
exemption.
6. The applicant has requested that the Building Commissioner proceed with
processing the Building Permit Application and any required Site Plan Review
consistent with the limitations on municipal regulation under G.L. c.40A §3.
Findings: Applicable Law
7. G.L. c.40A §3 provides that zoning ordinances and by-laws shall not prohibit,
regulate, or restrict the use of land or structures for religious purposes or
educational purposes on land owned or leased by a religious sect or denomination,
subject to the municipality’s authority to impose reasonable regulations concerning
dimensional, site, and safety matters.
8. The statute provides separate and independent exemptions for religious uses and
educational uses, and a use is not required to qualify as both in order to be
protected.
9. Massachusetts courts have held that a use qualifies for protection under G.L. c.40A
§3 where:
The land is owned or leased by a religious organization, and
A bona fide religiously significant goal is the primary or dominant purpose of the
use.
10. In applying the Dover Amendment, courts have held that the inquiry focuses on the
actual use of the land as proposed, and not solely on the religious identity of the
sponsoring organization.
11. Courts have further held that the exemption must be construed to prevent
unreasonable interference with legitimate religious uses, while still allowing
municipalities to impose reasonable regulations relating to public health, safety,
and site design.
Findings: Ownership / Sponsorship
12. The materials submitted state that the proposed shelter will be operated by Catholic
Charities of the Diocese of Fall River, Massachusetts, Inc., a nonprofit religious
organization a7iliated with the Roman Catholic Church.
13. The submissions state that Catholic Charities operates charitable and social
service programs as part of its religious mission within the Diocese of Fall River.
14. The submissions state that the proposed shelter use will be conducted as part of
the organization’s ministry to persons in need.
15. The materials submitted indicate that the property is owned, leased, or otherwise
controlled by entities a7iliated with the applicant for purposes of the proposed use.
Findings: Nature of Proposed Use
16. The proposed use of the property is described as an emergency overnight homeless
shelter, together with related day program services.
17. The submissions state that the shelter will provide temporary overnight housing for
individuals experiencing homelessness.
18. The submissions state that the day program may include support services,
educational activities, and assistance with housing, employment, or social
services.
19. The applicant states that educational components may occur as part of the
program, but that the exemption claimed is based on the religious purpose of the
use and not on any educational component.
20. The applicant states that the provision of shelter is undertaken as part of the
religious mission of Catholic Charities.
Findings: Religious Purpose Assertions
21. The applicant states that the provision of shelter to persons in need is a religiously
significant activity within the teachings of the Catholic Church.
22. The applicant states that the shelter will be operated as part of the organization’s
ministry and charitable mission.
23. The applicant asserts that the shelter services themselves constitute a religious
purpose within the meaning of G.L. c.40A §3.
24. The applicant asserts that the proposed use qualifies as a religious use even if it
also includes social service or educational components.
25. The applicant cites case law including Hume Lake Christian Camps, Inc. v. Planning
Board of Monterey and Martin v. Corporation of the Presiding Bishop, in support of
the claim that uses supporting a religious mission may qualify for Dover protection.
Findings: Educational Component Issue
26. The applicant states that the Dover Amendment provides independent protection
for religious uses and educational uses.
27. The applicant asserts that the proposed use need not include an educational
curriculum in order to qualify for the religious exemption.
28. The applicant states that any educational or supportive services provided as part of
the program are incidental to the religious purpose of the shelter.
29. The applicant states that the exemption requested is based on the religious nature
of the use and not on any claim of educational exemption.
Findings: Scope of Municipal Authority
30. The applicant acknowledges that the Town may conduct Site Plan Review provided
that such review is limited to the scope permitted under G.L. c.40A §3.
31. The applicant requests that any local review be conducted in a manner consistent
with the limitations on regulation of religious uses.
32. The applicant requests that the Building Commissioner proceed with review of the
Building Permit Application following the requested determination.
Findings: Reliance on Submissions
33. This determination is based on the written materials submitted by the applicant.
34. I have not made independent findings concerning the religious doctrine of the
applicant.
35. The determination relies on the representations made by the applicant concerning
the purpose and operation of the proposed use.
36. The determination is limited to the use as described in the submissions.
Findings: Limits of Findings
37. The operation of a homeless shelter is not inherently a religious use and may be
conducted by secular or governmental organizations.
38. The finding of religious use in this matter is based on the specific representations
made by the applicant and sworn statements describing the nature of the proposed
use and religious mission.
39. Any material change in the nature, scale, or character of the use may be violative of
the zoning ordinance and/or may require further review.
40. Nothing in the submissions indicates that the Town is prohibited from enforcing
reasonable regulations concerning health, safety, building code, site layout, or other
matters allowed under G.L. c.40A §3.
Conclusion
Based upon the written submissions provided by the applicant, including the April 3,
2025 Dover request, the April 15, 2025 correspondence, the November 11, 2025
letter, the supporting materials and sworn statements submitted on behalf of
Housing Assistance Corporation, Asclepius Corporation, and Catholic Charities of
the Diocese of Fall River, Massachusetts, Inc., as well as correspondence from the
Town Attorney and the Massachusetts Attorney General’s O7ice, I find that the
applicant has represented that the proposed operation of an emergency overnight
shelter at 460 West Main Street, Hyannis will be conducted by a nonprofit religious
organization as part of its religious ministry and that the provision of shelter to
persons in need constitutes a religiously significant activity within that
organization’s faith and mission.
Without making any independent determination regarding religious doctrine, and
relying on the representations contained in the submitted materials, I find that the
record is su7icient, for zoning purposes, to support a conclusion that the proposed
use as described may qualify as a religious use within the meaning of G.L. c.40A §3,
and therefore benefits from the protections of the Dover Amendment.
Accordingly, the proposed use is determined to be an exempt use under Section
240-8(A)(3) of the Town of Barnstable Zoning Ordinance, to the extent required by
G.L. c.40A §3, subject to the Town’s authority to enforce all applicable health, safety,
building, environmental, and other reasonable regulations, and this determination
is limited to the use as described in the materials submitted to this o7ice.
Best Regards,
Brian Florence,
Building Commissioner
cc. Town Manager, Mark Ells
Asst. Manager, Andy Clyburn
Town Planner, James Kupfer
Town Attorney, Karen Nober
Asst. Town Attorney, Jan Kendrick
255 Independence Drive, Hyannis, MA 02601 · hac@haconcapecod.org · 508-771-5400 fax: 508-775-7434
November 11, 2025
Brian Florence
Building Commissioner
Town of Barnstable
200 Main Street
Hyannis, MA 02601
Re: Request for Determination of “Exempt Use” at 460 West Main Street, Hyannis
Dear Commissioner Florence:
On behalf of Asclepius Corporation (“Asclepius”), Housing Assistance Corporation (“Housing
Assistance”) and Catholic Charities of the Diocese of Fall River Massachusetts, Inc. (“Catholic
Charities”), I am writing in connection with the submission of a Building Permit Application for
460 West Main Street, Hyannis, to request from you a determination that the use of 460 West Main
Street, Hyannis (the “Property”), as an emergency overnight homeless shelter operated by Catholic
Charities constitutes a "religious use" under the Dover Amendment, as codified in Mass. Gen. L.
Chapter 40A Section 3, and is therefore an "exempt use" under Section 240-8(A)(3) of the Town of
Barnstable Zoning Code. Attached again is our original Dover submission dated April 3, 2025, and
your responsive email dated April 15, 2025.
As requested in your April 15th email, I am also writing to address:
1. Whether or not an argument needs to be made for an educational component or if the
religious exemption stands alone.
2. If an educational component is necessary, what is an example of typical weekly
curriculum.
The clear text of the Dover Amendment establishes separate and distinct pathways for exemption
from local zoning depending on the use. Specifically, Chapter 40A, Section 3, states:
No zoning ordinance or by-law shall...prohibit, regulate or restrict the use of land or
structures for religious purposes or for educational purposes on land owned or leased by …
a religious sect or denomination, or by a nonprofit educational corporation … [emphasis
added]
The land in question need only be used for either a religions purpose or an educational purpose. A
Dover-exempt use is not required to be both religious and educational. Accordingly, while
Catholic Charities may conduct or facilitate educational components as part of its “day program” at
460 West Main Street, such education is not relevant to its Dover exemption from local zoning,
because its shelter services are “religiously significant” and the independent basis for its zoning
exemption under Chapter 40A, Section 3. See Hume Lake Christian Camps, Inc. v. Planning Bd.
November 11, 2025
Page 2
of Monterey, 492 Mass. 188 (2023); and Martin v. Corporation of Presiding Bishops of Church of
Jesus Christ of Latter Day Saints, 434 Mass. 141 (2001).
As originally set forth in our April 3, 2025, request and given the clear religious foundation and
purpose of Catholic Charities’ proposal to provide emergency shelter housing at 460 West Main
Street, we respectfully request a formal determination that this use qualifies as a “religious purpose”
under Mass. Gen L. Chapter 40A Section 3 (Dover) and is therefore an exempt use under Barnstable
Zoning Code Section 240-8(A)(3). We ask that you therefore proceed with processing the building
permit application submitted herewith. We are amenable to proceeding to Site Plan Review
pursuant to Article IX of the Barnstable Zoning Code – provided that such review is conducted
consistent with the allowed scope of local review under Dover – and ask that Site Plan Review be
scheduled promptly in your ordinary course of business.
Please do not hesitate to contact me should you require any additional information or documentation
in support of this request.
Sincerely and on behalf of Asclepius Corp. and Catholic Charities of the Diocese of Fall River,
Robert L. Brennan
Chief Legal Officer
Housing Assistance Corporation
Enclosures
cc: Alisa Magnotta, CEO Housing Assistance Corp.
Susan Mazzarella, CEO Catholic Charities of the Diocese of Fall River
Outlook
RE: 460 West Main Street - Dover Determination Request
From Florence, Brian <Brian.Florence@town.barnstable.ma.us>
Date Tue 4/15/2025 10:46 AM
To Robert Brennan <rbrennan@haconcapecod.org>
Cc Alisa Magnotta <alisa@haconcapecod.org>; Susan Mazzarella <SMazzarella@ccfrdioc.org>; 'Michael Carroll'
<mcarroll@dioc-fr.org>
CAUTION: This email originated from outside your organization. Exercise caution when opening
attachments or clicking links, especially from unknown senders.
Attorney Brennan,
Thank you for your email. As you may know from previous discussions, I am not authorized
under M.G.L. Ch. 40A to make a zoning determination in the absence of a building permit
application.
With that said, nice job on your opinion! Generally speaking, any building official with a permit
application before them would be hard pressed to find that what is being proposed does not fall
under the Dover Amendment. When a permit application is submitted I recommend that you
opine on:
1. Whether or not an argument needs to be made for an educational component or if the
religious exemption stands alone.
2. If an educational component is necessary, what is an example of typical weekly
curriculum.
Happy to discuss further.
Regards,
Brian Florence, Building Commissioner
Town of Barnstable
200 Main Street
Hyannis, MA 02601
(508) 862-4038
Brian.florence@town.barnstable.ma.us
From: Robert Brennan <rbrennan@haconcapecod.org>
Sent: Thursday, April 3, 2025 3:34 PM
To: Florence, Brian <Brian.Florence@town.barnstable.ma.us>
Cc: Alisa Magnotta <alisa@haconcapecod.org>; Susan Mazzarella <SMazzarella@ccfrdioc.org>; 'Michael Carroll'
<mcarroll@dioc-fr.org>
Subject: 460 West Main Street - Dover Determination Request
Dear Commissioner Florence:
Attached please find a submission on behalf of Housing Assistance Corporation, Catholic
Charities of the Diocese of Fall River and Asclepius Corporation requesting your determination
that the use proposed by Catholic Charities for an emergency overnight homeless shelter at
460 West Main Street, Hyannis, constitutes a "religious" use under Mass. Gen. L. Chapter 40A
Section 3 (the "Dover Amendment") and is therefore an exempt use" under Section 240-8(A)(3)
of the Barnstable Zoning Code. As noted, your determination is requested at this time because
preparation of site plan, revised floor plan and other materials for Site Plan Review will require
the non-profit proponents to incur significant professional fees and costs. Accordingly, we
respectfully request your determination of exempt use before these costs are incurred.
Thank you for your consideration and response.
Sincerely,
/s/
Robert L. Brennan, Esq.
Chief Legal Officer
rbrennan@haconcapecod.org
Direct: 508-957-3280 | Cell: 617-233-4897
Housing Assistance
255 Independence Drive| Hyannis, MA 02601
haconcapecod.org
1
AFFIDAVIT OF SUSAN MAZZARELLA
I, Susan Mazzarella, do hereby depose and state upon my personal knowledge as follows:
1.Position and Authority.
I am a practicing member of the Catholic faith and the Executive Director of Catholic
Charities of the Diocese of Fall River, Massachusetts, Inc. (“Catholic Charities”), a
Massachusetts non-profit corporation with an address of 1600 Bay Street, Fall River,
Massachusetts 02724.
I submit this Affidavit on behalf of Catholic Charities in connection with the proposed
use of the property at 460 West Main Street, Hyannis, Massachusetts, as an emergency
overnight shelter and “day program” described below in Paragraph 8 for individuals
experiencing homelessness, and to affirm that the sheltering and support of individuals
experiencing homelessness is a bona fide religiously significant goal of the Catholic faith
and is the primary or dominant purpose for which the property will be used by Catholic
Charities.
2.Religious Nature of Organization.
Catholic Charities is a nonprofit religious organization that operates as an official
ministry of the Roman Catholic Church within the Diocese of Fall River. Catholic
Charities carries out the charitable mission of the Church as part of its religious
obligation to serve those in need in accordance with Catholic teaching and doctrine.
The Diocese of Fall River includes 69 parishes, 10 missions, and approximately 251,916
individuals of Catholic faith across Bristol, Dukes, Nantucket, Plymouth and Barnstable
Counties.
Attached hereto as Exhibit A is a true and accurate copy of the corporate Bylaws of
Catholic Charities. As stated in the Bylaws:
The purpose of the Corporation shall be to provide human, charitable and social services
within southeastern Massachusetts in faithfulness to the Gospel and to do so with
compassion, dignity, and respect through such programs as may be authorized by the
governing body of the Corporation. Such programs shall be carried out in compliance
with the social teaching of the Roman Catholic Church as interpreted, from time to time,
by the Bishop of the Diocese of Fall River.
The shelter services currently offered by Catholic Charities at 77 Winter Street, Hyannis,
and those services that will be provided at 460 West Main Street, Hyannis, have been
authorized by the governing body of Catholic Charities, are and will be undertaken
consistent with the purpose of the Corporation and in compliance with the social
teachings of the Roman Catholic Church.
3.Mission Rooted in Faith.
Catholic Charities’ mission constitutes the exercise of sincerely held religious beliefs
2
through acts of service that are central to the teachings of the Catholic faith. Catholic
Charities exists to carry out ministries that reflect and implement the Gospel call to serve
the poor, the vulnerable, and those in need of care and shelter.
4. Sheltering the Homeless as Religious Ministry.
The act of providing shelter to persons experiencing homelessness is understood within
the Catholic faith to be a ministry and a religious obligation. In Catholic theology and
practice, providing shelter to the homeless is one of the traditional Corporal Works of
Mercy, which are acts of compassion by which Catholics are called to live out their faith
through service to others.
5. Scriptural Foundation.
The obligation to provide shelter to those in need is rooted in the teachings of Jesus
Christ as reflected in the Gospel of Matthew, including Matthew 25:35–40, in which
Christ teaches:
“For I was hungry and you gave me food, I was thirsty and you gave me drink, I was a
stranger and you welcomed me.”
Within Catholic doctrine, this teaching is understood as a direct call to minister to those
in need as an expression of religious faith, and includes providing shelter and support to
the homeless.
6. Historical Continuity of Doctrine.
The Corporal Works of Mercy, including the obligation to shelter the homeless, have
formed part of Catholic religious doctrine and practice for more than two thousand years
and remain a foundational element of Catholic ministry today.
7. Primary Religious Purpose.
Catholic Charities’ proposed operation of an emergency overnight shelter and “day
program” described below in Paragraph 8 at 460 West Main Street is undertaken in
furtherance of its religious mission and in fulfillment of its faith-based obligation to serve
persons in need. The provision of shelter through this ministry is motivated by, and
constitutes an expression of, sincerely held religious beliefs and practices of the Catholic
faith. The operation of an emergency overnight shelter and “day program” for individuals
experiencing homelessness constitutes a means by which Catholic Charities and the
parishes, parishioners and clergy of the Diocese of Fall River give lived expression to
these sincerely held religious beliefs.
8. Operations of the shelter.
Operations: Emergency Overnight Shelter
Shelter operations at 77 Winter Street are supported by parishes and parishioners of the
Catholic Diocese of Fall River and will continue to be similarly supported at 460 West
Main Street. Since 2016, Catholic Charities has operated the emergency overnight
shelter under contract from the Massachusetts Executive Office of Housing and Livable
Communities. This state contract allows a capacity of 50 beds and prescribes a minimal
scope of services. The contract also requires shelter guests to depart the shelter each day
before they can be eligible for re-entry if they are in need of overnight shelter.
3
Operations: Day Program
In addition to providing physical emergency overnight housing to shelter guests in
compliance with its state contract, Catholic Charities provides “wrap around” support to
guests in the form of a “day program.” These services include housing search,
connection to community services such as mental health support, enrichment activities,
socialization opportunities, and resource acquisition. Supportive services offered as part
of the day program – like the emergency overnight sheltering of individuals – is also
provided as a ministry of the Corporal Works of Mercy rooted in the Gospel of Matthew.
The day program supportive services are not a requirement of the terms of the
Commonwealth’s emergency shelter contract. They are supported, funded, and provided
solely by Catholic Charities and the Diocese of Fall River.
Operations: Volunteer Support.
Parishes within the Diocese of Fall River regularly prepare meals for service at the
shelter, and individual parishioners volunteer in support of both shelter and day program
operations performing tasks such as intake, day program activities support, laundry
assistance, and social interaction with the shelter guests. These volunteer activities are
coordinated and facilitated by the Shelter Director, and provide individuals with the
opportunity to participate in the ministry of sheltering the homeless as active expressions
of their faith and adherence to the teachings of Jesus Christ.
Operations: Clergy.
In addition to individual Diocese parishioners, priests and other members of the clergy
are available to visit the shelter in Hyannis to minister to individual shelter guests who
may wish to avail themselves of spiritual supports, guidance or sacraments.
Operations: Financial Support.
Annually, during the month of June, the Diocese of Fall River undertakes a fundraising
campaign known as the Catholic Appeal. This Appeal includes “special collections”
received from parishioners during religious services conducted at parishes within the
Diocese, and often video presentations highlighting social service work supported by the
Catholic Appeal are shown during services. The work of Catholic Charities – including
its work in sheltering the homeless in Hyannis – has been featured during these annual
Appeals. Funds raised during the Catholic Appeal are allocated by the Bishop of the
Diocese of Fall River, and it is the allocation of funds from the Appeal to Catholic
Charities that funds the day program in Hyannis. The annual cost of this program is
approximately $190,000. The financial support of shelter operations from individual
parishioners through the Appeal, flowing through the Diocese, is also an expression of
and participation in the Catholic faith’s ministry of sheltering the homeless.
9. Conclusion.
Both the provision of overnight shelter and the day program supportive services are
ministries in which Catholic Charities engages because the teachings of Jesus Christ
compel members of the Catholic faith to shelter those in need. Catholic Charities’
proposed use of the property for the purpose of sheltering individuals experiencing
BYLAWS OF
CATHOLIC CHARITIES
OFTHE
DIOCESE OF FALL RIVER, MASSACHUSETTS INC.
ARTICLE I Name
The name of the Corporation is: Catholic Charities of the Diocese of Fall River, Massachusetts, Inc. (the
"Corporation").
Catholic Charities of the Diocese of Fall River was formerly known as the Catholic Welfare Bureau of Fall
River, Inc. and as Catholic Social Services of Fall River, Inc.
These Amended and Restated Bylaws (these "By laws") amend, supersede, and restate in their entirety
all prior versions.
ARTICLE II Purpose, Powers, Prohibitions, and Tax-Exempt Status
A. Purpose of the Corporation
The purpose of the Corporation shall be to provide human, charitable and social services within
southeastern Massachusetts in faithfulness to the Gospel and to do so with compassion, dignity, and
respect through such programs as may be authorized by the governing body of the Corporation. Such
programs shall be carried out in compliance with the social teaching of the Roman Catholic Church as
interpreted, from time to time, by the Bishop of the Diocese of Fall River.
The Corporation is organized and sha ll be operated exclusively for religious, charitable, and educational
purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and shall be subject to Massachusetts General Laws Chapter 180, the Code of Canon Law of the
Roman Catholic Church , and the laws, theology, philosophy, teachings, and doctrines of the Roman
Catholic Church .
B. Powers of the Corporation
Within the above-stated framework and limitations, the business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors (the "Board"), and the individual members
of the Board shall be known as a Director (the "Director"). The Directors may exercise all the powers of
the Corporation in accordance with the purposes of the Corporation as set forth in the Articles of
Organization and these By-laws, except those powers reserved to the Member-lncorporators as
specified in Arti cle V.A. All powers not specifically delegated to others or that are prohibited from being
delegated by applicable law shall be retained by the Board of Directors .
Powers of the Corpo ration include, but are not necessarily limited to, the following:
1. To receive any real property, tangible, or intangible personal property, including money by gift,
grant, devise or bequest from any individual, foundation or corporation or other entity, either
private or public, or government instrumentality for the purpose of supporting the work of the
Corporation.
2. To provide proper management of the assets and resources of the Corporation.
EXHIBIT A
Bylaws of Catholic Charities of the Diocese of Fall River
Page2of 19
3. To sell convey, lease , exchange, transfer or otherwise dispose of, o r mortgage, pledge, encumber or
create a security interest in, all or any of its property, or any interest therein, wherever situated.
4 . To purpose , take , receive , subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend,
lease, exchange , transfer or otherwise dispose of, mortgage, pledge, use and otherwise deal in and
with bonds and other obligations, shares, or other securities or interests issued by others, whether
engaged in si milar or different business, governmental, or other activities.
5 . To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as
the Corporation may dete r mine, issue its notes, bonds, and other obligations and secure any of its
obligations by mortgage, pledge or encumbrance of, or security interest in , all or any of its property
or any interest therein wherever situated .
6. To lend money, invest and reinvest its funds, and take and hold real and personal property as
security for the payment of funds so loaned or invested.
7. To make donations, irrespective of corporate benefit, for the public welfare or for community fund ,
hospital , charitable, religious , educational, scientific, civic or similar purposes, and in time of war or
other national emergency in aid thereof.
8 . To be an incorporator of other non -profit corporations.
9. To have and exercise all powers necessary or convenient to effectuate any or all of the purposes for
which the Corporation is formed; provided that no such power shall be exercised in a manner
inconsistent with these Bylaws or the General Laws of the Commonwealth of Massachusetts .
C. No Personal Benefit
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the
Corporation 's Member-lncorporators, Directors, officers, or other private persons, except that the
Corporation shall be authorized and empowered to pay reasonable compensation for services rendered
and expenses incurred and to make payments and distributions in furtherance of the purposes set forth
in this Article .
D. Non-Discrimination
This Corporation is dedicated to public charity, and , although Catholic in origin, shall serve all persons
whom it has the capacity to serve . It shall not discriminate against any person seeking services on the
basis of race , religion, age, sexual orientation, gender identity, disability, national origin, or ancestry.
E. Preservation of Tax-Exempt Status
Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other
activities not permitted to be carried on by an organization :
1. exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the "Code");
2. contributions to which are deduct i ble for income tax purposes under Section 170(c)(2) of the Code;
Bylaws of Catholic Charities of the Diocese of Fall River
Page3of 19
3. bequests to which are deductible for Federal estate tax purposes under Section 20SS(a)(2) of the
Code;and
4 . gifts which are deductible for Federal gift tax purposes under Section 2522(a)(2) of the Code .
These Articles shall be construed accordingly, and all powers and activities hereunder shall be limited
accordingly . It is intended that the Corporation shall have and continue to have the status of a
corporation which is exempt from federal income taxation under Section SOl(a) of the Code as an
organization described in Section 501(c)(3) thereof.
F. No Creation of a Trust
Nothing in this Agreement shall be construed as creating, in any way, a Public Trust or public charitable
trust, and all powers and activities hereunder, and under the Corporation's Bylaws, shall be limited
accordingly.
ARTICLE Ill Member-lncorporators of the Corporation
A. Number and Method of Selection
The Corporation shall have five (S) voti ng Members. The five Members, also called lncorporators,
("Member-lncorporators") shall be:
1. The Bishop of the Diocese of Fall River.
As used in these Bylaws, "Bishop" shall mean the Bishop of the Diocese of Fall River, or in case
of a vacant See, the Diocesan Administrator (or person functioning in that capacity) approved
and/or chosen by the College of Consultors, who shall, for purposes of these Bylaws, act in place
of the Bishop until The See is no longer vacant.
2. Four (4) other individuals appointed in the sole discretion of the Bishop at the Annual Meeting
of the Member-lncorporators, and who may be removed and replaced from time to time at the
Bishop's choosing, provided however that at any one time no more than two of these individuals
shall be members of the Roman Catholic clergy. In the event of a resignation or removal, the
Bishop may appoint a replacement at a time other than the Annual Meeting.
The term of office for each Member-lncorporator appointed by the Bishop shall extend for one year
or until the next Annual Meeting of the Member-lncorporators, whichever is sooner. For a
Member-lncorporator replacing one who has resigned or been removed at a time other than at the
Annual Meeting, the initial term of office shall extend until the next Annual Meeting of the Member-
lncorporators.
B. Member-lncorporators Serving on the Board of Directors
The four (4) Member-lncorporators appointed by the Bishop shall serve as ex officio voting
Directors on the Board of Directors for such time as they remain Member-lncorporators .
Bylaws of Catholic Charities of the Diocese of Fall River
Page4of 19
ARTICLE IV Meetings of the Member-lncorporators
A. Annual Meeting of the Member lncorporators
The Annual Meeting of the Member-lncorporators shall be on the first Tuesday of November of each
year at such time, date and place as may be fixed by the Bishop. Notice of the meeting shall identify
the matters to be laid before such meeting for considerat ion and the transaction of such other
business as may properly come before the meeting.
B. Special Meetings of the Member-lncorporators
Special meetings of the Member-lncorporators may be called upon the written request of any two
Member-lncorporators or by the Bishop . Calls for such meetings shall specify the purposes, date
time, and place thereof. No business other than that specified in the call shall be considered at any
Special Meeting.
ARTICLE V Powers Reserved Solely to the Member-lncorporators
A. Delineation of the Reserved Powers of the Member-lncorporators
To the Member-lncorporators of the Corporation specified in Article Ill.A, the following powers of
the Corporation are exclusively reserved, except as otherwise required by statute .
1. To change the philosophy, objectives and purposes of the Corporation or its ethical and religious
standards .
2. To amend the Articles of Organization and/or to approve or amend the Bylaws of the
Corporation .
3. To dissolve or liquidate the Corporation .
4 . To approve a merger or consolidation of the Corporation.
5. To approve the creation of any subsidiary organization or the affiliation of the Corporation with
any other entity for the purposes of the joint conduct of business or other programs, whether in
the form of participation in said organization or entity by membership, partnership, joint
venture, co-tenancy or any other form of ownership or control.
6. To approve the conveyance of, or the granting or the creation of any encumbrances on, any real
property assets of the Corporation .
7. To approve the advance of assets of the Corporation (other than real property assets) or the
incurring of any indebtedness, other than indebtedness secured by real property assets, any of
which exceeds One Million ($1 ,000,000) Dollars.
8. To approve the submission of an application by this Corporation or by any corporation,
partnership, joint venture, or other entity, owned controlled or managed by this Corporation or
affiliated with this Corporation for any grant or loan or license from any governmental
Bylaws af Catholic Charities of the Diocese of Fall River
PageSof 19
imposition of any conditions or requirements potentially inconsistent with the teachings and
philosophy of the Roman Catholic Church.
9. To approve the exercise of the powers the Corporation may have as a Member or stockholder of
any other corporation or as a participant in any partnership, joint venture, or other entity that
implicates any of the reserved powers enumerated above.
B. Exercising the Reserved Powers
The enumerated Reserved Powers of Article V.A shall be exercised only by majority vote at a
meeting of the Member-lncorporators.
C. Dissolution of the Corporation
Upon a vote for the dissolution of the Corporation, the Member-lncorporators shall, after paying or
making provision for the payment of all the liabilities of the Corporation, do one or both of the
following :
1. Distribute assets of endowments and other funds held by the Corporation and established by
donors to benefit specific "qualified" organizations to such "qualified" organizations, subject to
any restrictions imposed by donors, or to the Diocese to be held in trust solely for the benefit of
such "qualified" organizations. The balance of the assets of the Corporation shall be distributed
to the Diocese to be held by it solely for the uses and purposes and powers set forth in the
Articles of Organization .
2. Distribute the assets of the Corporation, subject to any conditions imposed by donors or the
restrictions designated herein, to a successor corporation with an established purpose and
powers not inconsistent with the purposes and powers established under the Articles of
Incorporation .
An organization shall be deemed to be a "qualified" organ ization for purposes of this Article only if
at the time of the distribution of such assets it is a Catholic Institution as defined in the Articles of
Incorporation, operated exclusively for purposes described in Section 170(c)(2)(B) of the Code and is
an organization described in Section 50l(c)(3) thereof.
Any assets not distributed by the Member-lncorporators as provided herein shall be distributed by a
court of competent jurisdiction in the county in which the principal office of the Corporation is then
located, exclusively for the aforesaid purposes of the Corporation, or to such qualified organization
or organizations as said court shall determine, subject to the restrictions in the Articles of
Incorporation .
Any distribution of assets shall be done in a manner to avoid creating any tax liability for donors and
the Corporation.
D. Compliance with Civil and Canon Laws
Any Dissolution, Merger, Consolidation or Transfer shall comply with the laws of the Commonwealth
of Massachusetts, Section 501(c)(3) ofthe "Code", MGL Chapter 180, the Code of Canon Law of the
Roman Catholic Church and the laws, theology, philosophy, teachings, and doctrines of the Roman
Catholic Church and of the Diocese .
Bylaws of Catholic Charities of the Diocese of Fall River
Page6of 19
ARTICLE VI Officers of the Corporation
A. Method of Selection
The officers of the Corporation shall be drawn from the Member-lncorporators and shall be :
1. The President, who shall be the Bishop of the Diocese of Fall River .
2. The Treasurer, who shall be appointed by the Bishop.
3. The Clerk , who shall be appointed by the Bishop, and who shall be a resident of the
Commonwealth of Massachusetts .
No person shall hold more than one office.
Officers shall hold office until the next Annual Meeting of the Member-l ncorporators or until
successors are elected and qualified .
B. Additional Officers
The Board of Directors may approve the creation of additional officer positions to assist the
Member-lncorporators, but those additional officers shall neither be considered Member-
lncorporators nor be entitled to any voting rights afforded to such Member-lncorporators . Duties of
any such add itional officers shall be specified by resolution approved by the Board .
C. Duties
The Officers of the Corporation shall have such authority and perform such duties as are customarily
associated with and incidental to their respective offices as described i n the laws of the
Commonwealth of Massachusetts and otherwise, and such other and further duties as may from
time to time be requested of them by the Board of Directors.
1. President
The President shall chair all meetings of the Member-lncorporators unless he delegates such
responsibility to another Member-lncorporator. He shall exercise oversight of all activit ies of
the Corpo r ation consistent with these By laws, the Articles of Or ganization, and the policies,
decisions, and directives of the Board of Directors. The President or his designee may attend all
meetings of the Board of Directors as a non-voting participant.
In addition, the President, another officer of the Corporation 's Member-lncorporators or of the
Board of Directors or the Chief Executive Officer duly authorized by the Board of Directors may
sign any deeds, mortgages, bonds, contracts, or other inst r uments the execution of which has
been authorized by the Board of Directors, except in cases where the signing and execution
thereof shall have been expressly delegated by the Board of Directors, by these Bylaws, the
Articles of Organization , or by law to some other officer, Member-lncorporator, or agent of the
Corporation.
Bylaws of Catholic Charities of the Diocese of Fall River
Page lo/ 19
2. Treasurer
The Treasurer shall :
(a) if required by the Board of Directors, give a bond for the faithful discharge of the Treasurer's
duties in such sum and with such surety or sureties as the Board of Directors may deem
appropriate;
(b) have charge and custody of, and be responsible for, all funds and securities of the
Corporation;
(c) receive and give receipts (or cause to be given) for monies due and payable to the
Corporation from any source and deposit (or cause to be deposited) all such monies in the
name of the Corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors; and
(d) perform all duties generally incidental to the office of Treasurer and such duties as may
from time-to-time be assigned to the Treasurer by the President or by the Board of
Directors .
3. Clerk
The Clerk shall:
(a) keep (or cause to be kept) the minutes of meetings of the Member-lncorporators and of the
Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Corporation; and
(d) keep (or cause to be kept) a membership book containing the names and addresses of all
Member-lncorporators and Directors of the Corporation, and with respect to any
Membership which has been terminated record that fact together with the date of
termination.
ARTICLE VII Board of Directors
A. General Powers of the Board of Directors
Except for those powers reserved to the Member-lncorporators as enumerated in Article V.A, all
other corporate powers and the management and control of the operations, affairs, property, and
funds of the Corporation shall be vested in the Board of Directors. The Board shall have a fiduciary
duty to ensure organizational stability and financial sustainability. In furtherance of such duty, the
Board shall enact policies and procedures it deems appropriate for the proper conduct of the
Corporation's business.
Consistent with such powers and duties, the Board shall undertake the following minimum
responsibilities :
Bylaws of Catholic Charities of the Diocese of Fall River
PageBof 19
1. Approve annual operating and capital budgets.
2. Develop long-term strategic plans, including organizational goals and objectives.
3. Upon the recommendation of the Chief Executive Officer, approve human resource policies.
4. Periodically review the needs of the vulnerable individuals and families in the Fall River Diocese
and evaluate the Corporation's programmatic and operational efficiency and effectiveness to
ensure that resources are being suitably stewarded; as appropriate, direct management to
undertake new programs and services and revise or cease others .
5. Approve all contracts in excess of five (5%) percent of the Corporation's annual budget.
6. Select the independent accounting firm to annually audit the financial records of the
Corporation, and have the power to engage other financial advisors, including those for
investment advice or forensic financial analysis .
7. Have the power to engage attorneys and other consultants to assist it in governance and policy
oversight of the Corporation's activities.
8. Have the power to conduct investigations and examinations into the conduct of the
management, officers and directors, and other individuals within the organization that may
impact the organization and its operations .
The Board may delegate its powers to any of its committees, standing or special, subject to such
limitations or conditions as it may impose from time to time. It may not delegate its powers to any
advisory committee.
B. Number, Classifications and Terms of Directors of the Corporation
For the individuals serving as Directors at the time of adoption of these restated Bylaws amending
the prior Bylaws dated November 1976, their terms of office shall expire as of November 301h, 2022.
At that time, the Board of Directors of the Corporation shall be reconstituted to consist of thirteen
voting (13) Directors in four classes, as follows:
Class A: These Directors shall consist of those four (4) Member-lncorporators of the Corporation
appointed by the Bishop pursuant to Article 111.A.2 of these Bylaws. Their terms of office
on the Board of Directors shall be coterminous with their terms of office as Member-
lncorporators.
Class B: Three (3) Directors to serve an initial term of office commencing December 1, 2022, and
continuing until November 30, 2023; and
Class C: Three (3) Directors to serve an initial term of office commencing December 1, 2022, and
continuing until November 30, 2024; and
Class D: Three (3) Directors to serve an initial term of office commencing December 1, 2022, and
continuing until November 30, 2025.
As necessary, Directors continuing in their roles as of December 1, 2022 and any newly elected
Directors shall be randomly assigned among Classes B, C, and D.
Bylaws of Catholic Charities of the Diocese of Fall River
Page9of 19
Thereafter, upon the expiration of the initial term specified above for Class B, Class C and Class D
Di rectors, those Directors shall be elected for three -year terms ending the third November 30 th
after their election . Each Class B, Class C and Class D Director shall serve until his or her successor is
elected and qualified or until his or her earlier resignation, removal from office, or death, provided
that no Director may be elected for more than three (3) full successive terms. A Director serving the
remainder of an unexpired term shall not be considered to have served a full term .
A former Class B, Class C and Class D Director may be re-elected to the Board but only after a full
three (3) years has elapsed since the Director's last day as a member of the Board . That former
Director shall then be eligible to be elected for a three-year term ending the third November 30 th
after his or her election . Upon returning to serv ice on the Board, such a former Director may be
elected for no more than three (3) additional full successive terms.
There shall be no limit to the number of successive terms a Class A Director may serve .
C. Election of Directors of the Corporation
Class B, Class C and Class D Directors shall be elected to the Board by majority vote of the Member-
lncorporators at the Annual Meeting of the Member-lncorporators specified in Article IV .
The Member-lncorporators shall consider for election only those individuals whose names have
been forwarded to the Member-lncorporators by the Bishop from the slate of individuals presented
to the Bishop by the Nominating Committee. The Bishop and the Nominating Committee may
present more individuals for potential election than there are expiring or vacant Director positions.
D. Removal or Resignation
1. Resignation
Any Director, by notice in writing to the Board , may resign at any time .
2. Removal
Removal of a Director may be undertaken in one of the two ways described below .
For purpose of removal, "cause" is defined as an unremedied violation of the "Conflict-of-
Interest" Policy contained in these Bylaws; a nolo plea -adjudication withheld; conviction for a
felony; fail i ng repeatedly, despite notice, to attend Board of Directors' meetings; failing to carry
out the duties of a Director; wrongdoing or moral turpitude; or other actions that contravene
the purpose and goals of the Corporation .
Where more than one Director is sought to be removed, there must be a separate vote for each
Director.
(a) Removal by Board of Directors
Prior notice having been given to the Director or Directors whose removal is contemplated,
any Director, except for Class A Directors, may be removed with cause by a vote of seventy-
five (75%) percent of the Directors eligible to vote on such a matter at a duly called meeting
of the Board.
Bylaws of Catholic Charities of the Diocese of Fall River
Page 10of 19
Di recto r s whose removal is contemplated shall have a right to appear before the Directors
to pr esent their pos ition regarding the pending vote to remove but shall not have a right to
vote on their own removal nor to be present for the Board discussion .
(b) Removal by the Bishop and Member-lncorporators
Any Director, except for Class A Directors, may be removed with or without cause by the
affirmative votes of the Bishop and three other Member-lncorporators taken at a duly called
meeting of the Member-lncorporators, prior notice having been given to the Director or
Directors whose removal is contemplated.
Directors whose removal is contemplated shall have a right to appear before the Member-
lncorporators to present their position regarding the pending vote to remove but shall not
have a right to be present for the discussion by the Member-lncorporators.
A Director who is removed under either method is not eligible for reelection . Any Director who
is removed must turn over all Corporation records in his or her possession to the Board of
Directors within 72 hours .
E. Vacancies
Vacancies in the unexpired term of Class B, Class C, and Class D Directors shall be filled by a majority
vote of the Member-lncorporators. The newly elected replacement Director shall hold office for the
remainder of the term of the vacated Director position.
F. Officers of the Board of Directors: Chair, Vice-Chair, Secretary and Treasurer
The Board of Directors shall elect annually from its membership a Chair and a Vice-Cha i r, both of
whom may be removed without cause at any t i me from these positions by a vote of a majority of
the Directors. In electing the Chair and Vice-Chair, the Board shall solicit recommendations from the
Nominating Committee but is not constrained to elect only those candidates .
Upon the removal or resignation of the Chair or the Vice -Chair, the Board of Directors may act
immediately to elect a new Chair or Vice -Chair to complete the remaining term of the Chair or Vice-
Chair.
The duties of the Chair and the Vice -Chair of the Board of Directors shall be as follows :
1. The Chair shall preside at all meetings of the Board of Directors and shall perform all the duties
pertaining to the office of Chair. With the Chief Executive Officer, the Chair shall develop the
Agenda items for all meetings of the Board. The Chair may delegate some or all these duties to
the Vice -Chair.
2. The Vice -Chair shall act in place of the Chair at meetings of the Board of Directors if the Chair
does not attend . If the Chair becomes unavailable for other duties, the Vice -Chair shall assume
the role of interim Chair until a permanent Chair can be elected by the Board .
3. The Secretary of the Board shall be the Cle r k of the Corporation as designated in Article VI. The
Secretary shall maintain accurate records of the votes and actions of the Board and shall keep or
Bylaws of Catholic Charities of the Diocese of Fall River
Page 11 of 19
cause to be kept the Minutes of the meetings of the Board of Directors. In the absence of both
the Chair and the Vice -Chair, the Secretary shall preside at meetings of the Board of Directors .
4. The Treasurer of the Board shall be the Treasurer of the Corporation as designated in Art icle VI.
The Treasurer or the Treasurer's designee shall report periodically to the Board on the condition
of the Corporation 's finances, and on other financial matters as may be requested by the Board.
G. Annual Meeting of the Board of Directors
The Annual Meeting of the Board of Directors shall be on the first Tuesday of November of each
year or at such other time, date and place as may be fixed by the Chair.
H. Regular Meetings of the Board of Directors
Regular meetings of the Board of Directors shall be held at such time and places as the Board of
Directors may determine .
I. Special Meetings of the Board of Directors
Special meetings of the Board of Directors may be called by the Chair of the Board of Directors, or by
the Secretary if requested in writing by not less than three (3) Directors . These special meetings
shall be held at such times and places as may be specified in such call.
J. Director Compensation and Loans
Directors shall serve without compensation for their services as Directors, except that Directors
may be reimbursed for actual expenses incurred in serving as a Board member. Nothing herein
contained shall be construed to preclude any Director from serving the Corporation in any other
capacity and receiving reasonable compensation for such services .
Loans may not be made by the Corporation to its Directors or to any other corporation, firm,
association, or other entity in which one or more if its Directors, officers, or staff is a director,
officer, or employee or holds a substantial financial interest, except a loan by the Corporation to
another corporation that is tax exempt under Section 501(c)(3) of the Code. A loan made in
violation of this Article is a violation of the duty to the Corporation of the Directors or officers
authorizing it or participating in it, but the obligation of the borrower with respect to the loan may
not be affected thereby.
Article VIII Meeting Provisions
A. Applicability
The provisions of this Article shall apply to meetings of the Member-lncorporators and meetings of
the Board of Directors, unless otherwise specified.
B. Notice of Meetings
Notice of the time and place of each Annual , regular, or special meeting shall be given in writing to
each Director and each Member-lncorporator. For meetings of the Member-lncorporators, the
Bylaws of Catholic Charities of the Diocese of Fall River
Page 12of 19
Bishop/Pres ident shall cause such notice to be given, and for meetings of the Board of Di rectors, the
Chair of the Board shall cause such notice to be given .
Notice shall be deemed to have been waived by any Director or Member-lncorporator who shall
participate i n such meeting without protesting the lack of proper notice prior to or at the
commencement of the meeting . Notice may be waived, in writing, by any Director or Member-
l ncorporator either before or after such meeting.
Unless waived, written notice of each Annual, regular, or special meeting shall state the date, time,
place , and the purpose thereof. Such notice shall be provided not more than sixty (60) calendar
days nor less than ten (10) calendar days before any such meeting.
Notice shall be given to each Member-lncorporator and to each individual Director of the Board of
Directors in any of these ways : personal delivery, Un ited States mail, express mail or courier service,
or electronic mail. Such notice shall be directed to the Member-lncorporator or Director at the
Member-lncorporator's or Director's address as the same appears upon the records of the
Corporation . If notice is sent by United States ma i l, express mail or courier service, the notice sha l l
be deemed to have been given when deposited in the mail or with the courier service . If notice is
given by personal delivery or electronic mail, the notice shall be deemed to have been given when
transmitted .
The Bishop shall be informed of all meetings, and the Directors shall be informed of all meetings of
the Member-lncorporators.
C. Action Without Meeting
Any action which may be taken at any meeting of the Member-lncorporators or at a meeting of the
Board of Directors may be taken without such meeting by written consent . In the case of Member-
lncorporators, all Member-lncorporators must assent in writing to such an act ion if taken without a
meet i ng, and in the case of the Directors, all Directors must assent in writing to such an action if
taken without a meeting . The assent must set forth in writing the specific action being taken .
The Clerk of the Corporation/Board Secretary shall insert in the permanent records of the meetings
of the Board of Di rectors or the meetings of the Member-lncorporators as is appropriate the action
taken .
D. Board or Board Committee Meeting Held Through Communications Equipment
Meetings of the Member-lncorporators or meetings of the Board of Directors may be conducted
through any means of communication by which Directors or Member-lncorporators so participating
can simultaneously hear and speak with all others during the meeting . A Director or Committee
member participating in a meeting by such means shall be deemed to be present in person at the
meeting.
ARTICLE IX Chief Executive Officer
A. It shall be the responsibility of the Board of Directors to engage an individual to be known as the
Chief Executive Officer of the Corporation to oversee all other staff members and the day-to-day
management of the Corporation and to perform such other tasks as requested by the Board of
Bylaws of Catholic Charities of the Diocese of Fall River
Page 13of 19
Directors. In the event the position of Chief Executive Officer becomes vacant, the Board shall
recruit to cause to be recruited candidates for that position .
Removal of the Chief Executive Officer shall be at the discretion of the Board of Directors.
8. The Board of Directors is responsible for developing the Chief Executive Officer's job description
us i ng internal and external resources as may be appropriate, for defining the Chief Executive
Officer's responsibilities , for determining performance goals and the compensation and benefit
package , and for conducting performance reviews and evaluations of the Chief Executive Officer's
work.
C. The Board of Directors, eithe r individually or collectively, shall not possess direct or indirect
authority over any employee of the Corporation, except the Chief Executive Officer, and shall not
interfere with Chief Executive Officer's management of staff, other than to hear grievances which
may be brought by employees pursuant to Board-approved human resource or personnel rules or a
collective bargaining agreement .
D. The Chief Executive Officer or des ignee shall be an ex-officio non -voting member of the Board and
all its committees, unless otherwise specified by the Board. The Chief Executive Officer (or
designee) shall be entitled to be present at such Board and committee meetings except at such
times as the matter under discussion may pertain to the performance, compensation, or conduct of
the Chief Executive Officer. The operation of this section shall not function, however, to preclude
the Chief Executive from a timely opportunity to address the Board or a committee on a matter
pertaining to his or her performance , compensation, or conduct.
ARTICLE X Committees of the Board of Directors
A. Standing Committees
The Standing Committees of the Board of Directors shall consist of a Finance Committee and a
Nominating Committee.
1. Standing Finance Committee
The Finance Committee shall be comprised of the Treasurer and at least two other (2) Directors
appointed by the Board Chair . It may also include other non-Directors appointed by the Board
Chair.
The Cha i r of the Finance Committee shall be the Treasurer of the Board. The Chief Executive
Officer and the chief financial officer shall be ex-officio, non-voti ng members of the Finance
Committee . It shall have the responsibility for:
(a) Review ing, presenting, and providing recommendations to the Board of Directors on the
Corporation's finances, budgets, fiscal policies and internal controls, insurance needs, and
risk management .
(b) Developing a scope of services for the annual audit of the financial records of the
Corporation, periodically soliciting proposals from independent accounting firms to conduct
the audit and recommending to the Board a firm or firms to conduct the audit.
Bylaws of Catholic Charities of the Diocese of Fall River
Page 14of 19
(c) Developing for review and approval by the Board of Directors investment policies and
guidelines that are consistent with Catholic Social Teaching principles and the mission of the
Corporation. Per such guidelines and policies, the Committee shall review performance and
oversee management of the investment portfolio; recommend the selection of investment
managers, advisors, and agents; and make recommendations to the Board of Directors
regarding investment matters .
As used in these "Bylaws", "Chief Financial Officer'' shall mean the employee appointed by the
Chief Executive Officer as head of the Corporation's finance function and who direct its
operation and employees . The Chief Financial Officer shall assist the Treasurer of the
Corporation and the Board's Finance Committee as requested and necessary.
2. Standing Nominating Committee
The Nominating Committee shall consist of three (3) Directors appointed by the Bishop, not
more than one of which shall be drawn from Class A Di rectors. The Bishop shall designate the
Cha ir of the Nominating Committee . The Committee shall be responsible for recruiting and
recommending individuals to serve on the Board of Directors and to fill officer positions on the
Board.
(a) For Election to the Board of Directors
The Comm ittee shall develop a slate of candidates to be recommended to the Bishop for
presentation to the Member-lncorporators for election to vacant or expiring positions on
the Board of Directors. Only candidates approved by the Bishop shall be presented to the
Member-lncorporators for possible election to the Board of Directors.
In developing a slate of candidates , the Nominating Committee shall recommend individuals
domiciled with the geographic boundaries of the Diocese or with strong historic ties to the
Diocese and
• Who believe in the mission and purpose of the Corporation as set forth in Article II .A
and in Catholic Social Teaching ,
• Who, by virtue of their experience, training and expertise will be able to offer valuable
perspective in the policy oversight and general management of the Corporation,
■ Whose election will further the goal of having a Board of Directors which is diverse in
terms of gender, race, and ethnicity and broadly representative of Catholic
demographics in the Diocese of the Fall River, and
• Who are drawn from different geographic areas of the Diocese .
The Committee shall also endeavor to include in its slate of recommended candidates those
individuals whose income level and life circumstances are representative of one or more of
the populations typically served by or participating in the programs and services offered by
Catholic Cha rites of the Diocese of Fall River .
Bylaws of Catholic Charities of the Diocese of Fall River
Page15of 19
Candidates submitted to the Bishop shall evidence to the Nominating Committee that they
understand all the implications of being a Board member in the legal, fiduciary sense and in
the Catholic tradition of social justice and service to those in need.
{b} For Election of Chair and Vice Chair of the Board per Article V/1 .F
The Nominating Committee shall also recommend Directors for election by the Board as
Chair and Vice Chair of the Board, but the Board shall not be constrained in its election to
only those individuals so nominated.
B. Additional Standing Committees
The Board may appoint and disband additional standing committees as the Board deems desirable.
Additional Standing Committees shall consist of at least three (3) Directors and may include
individuals who are not Directors. Unless otherwise directed by such Board resolution appointing
an additional Standing Committee, the Board Chair shall appoint the Directors and non -Directors
and shall designate the chair of additional standing committees.
However, the Standing Finance Committee and the Standing Nominating Committee cannot be
discontinued without amendment of the Bylaws and such Standing Committees duties cannot be
modified without the approval of the majority of the Board of Directors.
C. Filling Vacancies on Standing Committees
Filling vacancies on the Standing Finance Committee and on any additional Standing Committees
which may be created shall be the responsibility of the Chair unless, in the case of additional
Standing Committees, the Board provides otherwise .
Filling vacancies on the Nominating Committee shall be the responsibility of the Bishop.
D. General Provisions regarding Committees
Standing Committees shall keep Minutes of their meetings. Minutes of Standing Committee
meetings shall be kept and provided to the Board of Directors and the Bishop in a timely manner.
The Chief Executive Officer shall be responsible for providing the Committees with the necessary
staff assistance to conduct their work.
E. Special and Advisory Committees
The Chair of the Board of Directors may appoint and disband special and advisory committees as
deemed desirable from time to time, either at the Chair's prerogative or as directed by the Board .
Such committees may include directors and non -directors, in whole or in part.
Special committees shall perform the tasks with which they are charged, but no special committee
shall be able to exercise powers reserved to the Board or Standing Committees elsewhere in these
Bylaws. Special committees may be appointed for a defined, limited length of time.
Bylaws of Catholic Charities of the Diocese of Fall River
Page 16of 19
The Board Chair shall appoint members of the special and advisory committees, designate the chair
of each special and advisory committee, and shall fill vacancies as they may occur. The Chair may
also remove members from these committees.
ARTICLE XI Indemnification and Insurance
A. Authorization
The Corporation shall indemnify against liability any Director or officer or staff, former or current, of
the Corporation or any person who is serving or has served at the request of the Corporation as a
director, trustee, officer or staff of another corporation, partnership, joint venture, trust, or other
enterprise (and his or her heirs, executors and administrators) to the fullest extent permitted by the
laws of the Commonwealth of Massachusetts.
B. Insurance
The Board shall have the right and shall use its best efforts to obtain sufficient insurance to
adequately protect the assets of the Corporation and to cover any liability asserted against or
incurred by the Corporation, any officer, Member-lncorporator, Director, employee or agent arising
in the capacity of their responsibility and service to the Corporation. The Finance Committee shall
review the coverages periodically to determine their adequacy .
C. Limitation
Anything to the contrary notwithstanding, the Corporation shall not indemnify Member-
lncorporators, Directors, officers or staff or other persons or entities, pay their expenses in advance
or pay insurance premiums on their behalf if such indemnification payment, advance expense
payment or payment of insurance premiums shall constitute a violation of any of the provisions of
the Code applicable to an organization described in Section 501(c)(3) of the Code or the
corresponding provisions of any applicable future United States Internal Revenue law.
ARTICLE XII Conflict of Interest Policy
A. Purpose
The purpose of the conflict-of-interest policy is to protect the Corporation's interest when it is
contemplating entering into a transaction or arrangement that might benefit, directly or indirectly,
the private interest of a Member-lncorporator, Director, officer or staff of the Corporation or result
in an excess benefit transaction as defined in 26 U.S. Code§ 4958 . This policy is intended to
supplement but not replace any applicable federal or state laws governing conflicts of interest
applicable to nonprofit and charitable corporations.
Directors have an obligation to avoid activities, agreements, business investments or interests, or
other situations that could be construed as either in conflict with the interests of the Corporation or
as an interference with the Director's duty to serve to the best of his or her ability.
Bylaws of Catholic Charities of the Diocese of Fall River
Page llo/19
B. Definitions
1. "Conflict of Interest" is defined as the existence of circumstances in which the financial interest
of a Member-lncorporator, Director, officer or staff (or any member of the immediate family of
these individuals), or any business or professional association or any business organization with
which these individuals are connected may be furthered or benefited, directly or indirectly, as a
result of a contract or other transaction with or involving the Corporation.
2. "Interested Person" means a Member-lncorporator, a member of the Board or Directors, the
Chief Executive Officer, and senior managers and other staff of the Corporation who are in a
position to materially influence the Corporation's financial activity . The Chief Executive Officer
shall designate those employees in such a position.
C. Annual Disclosure
On a form provided by the Corporation, each Interested Person shall annually make a written,
signed disclosure of relevant information of circumstances which may entail a possible ,,conflict of
interest". Said forms shall be filed with the Chief Executive Officer and the Clerk of the Corporation .
As part of said annual disclosure, Interested Persons shall make an annual written disclosure of their
business involvements with the Corporation and their board membership with other entities that do
business with the Corporation.
A summary of the annual written disclosures made in accordance herewith shall be prepared by the
Chief Executive Officer and distributed to all other Directors at the next meeting of the Directors
following the due date of the disclosure forms. The information so disclosed shall be held strictly
confidential by each other Director and the Chief Executive Officer.
Each Director owes a duty to supplement the disclosure statement during the year as to material
changes in the Director's disclosure .
D. Procedures
The Board shall adopt a Conflict-of-Interest Policy consistent with this Article that contains the
following four (4) minimum elements.
1. Duty to Disclose Requirement on a Case-by-Case Basis
In connection with any actual or possible conflicts of interest, the affected Member-
lncorporator, the affected Director or the Chief Executive Officer must disclose to the Board of
Directors in a timely manner the existence and nature and all material facts considering the
proposed transaction or arrangement . In the case of senior managers or staff of the
Corporation, the disclosure shall be made to the Chief Executive Officer.
2. A Process for Determining Whether a Conflict of Interest Exists
{a) In the case of a Director, a Member-lncorporator, or the Chief Executive Officer, the Board
of Directors shall decide by a majority vote if a conflict-of-interest exists. The Director or the
Member-lncorporator with the potential conflict-of-interest shall be entitled to be heard
Bylaws of Catholic Charities of the Diocese of Fall River
Page18of 19
about the matter but shall not be present for the discussion of the question nor be entitled
to vote on the question .
(b) In the case of an employee other than the Chief Executive Officer, the Chief Executive
Officer shall decide whether a conflict-of-interest exists after a hearing with the employee.
3. Resolution of the Conflict-of-Interest Situation
(a) In the case of a Member-lncorporator or Director, the person shall physically excuse himself
or herself from the meeting until such time that the matter involving the conflict has been
acted upon . The person with the conflict shall not be allowed to vote on the matter.
(b) In the case of the Chief Executive Officer, he or she shall designate a senior manager to
handle the matter, shall have no further involvement with it, and provide evidence to the
Board that such steps have been taken .
(c) In the case of a senior manager or employee, the Chief Executive Officer shall determine the
appropriate steps to take to remove the conflict-of-interest, including the appearance of
such .
4. Violations of the Conflict-of-Interest Policy
If the Board or the Chief Executive Officer determines that the Conflict-of-Interest Policy has
been violated, it shall take appropriate disciplinary and corrective action, up to and including
removal of the offending Director from the Board, dismissal of the Chief Executive Officer from
employment with the Corporation, or dismissal of the employee from employment with the
Corporation.
E. Accountability
A record of the Conflict-of-Interest review and action shall be kept and a notation inserted in the
Minutes Book of the Board of Directors meetings, or, in the case of a senior manager or employee,
then record shall be maintained in the employee's personnel file.
The Chair of the Board of Directors and the Chief Executive Officer shall be responsible for ensuring
that the Conflict-of-Interest Policy is reviewed by the Board of Directors no less than once every
three years and that all provisions of the Policy and this Article are adhered to .
ARTICLE XIII Fiscal Year
The fiscal year of the Corporation shall be the twelve-month period ending on June 30 in each calendar
year, unless the Board of Directors determines otherwise.
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE ATTORNEY GENERAL
ONE ASHBURTON PLACE
BOSTON, MASSACHUSETTS 02108
(617) 727-2200
www.mass.gov/ago
March 11, 2026
Karen Nober (via electronic mail Karen.Nober@barnstable.gov)
Thomas LaRosa (via electronic mail Thomas.Larosa@barnstable.gov)
Jan Kendrick (via electronic mail Jan.Kendrick@barnstable.gov)
Re: Dover Protected Status of Proposed Catholic Charities Shelter at 460 West Main Street,
Hyannis
Dear Attorneys Nober, LaRosa and Kendrick:
Thank you for your time in discussing the proposed shelter use by Catholic Charities of
the Diocese of Fall River, Inc. (“Catholic Charities”) at 460 West Main Street Hyannis.
As we discussed, on January 2, 2026, Building Commissioner Brian Florence
determined that the project is protected by the Dover Amendment (see notation in the Town of
Barnstable’s building permit portal, OpenGov, dated January 2, 2026: “After a careful review of
the submittals I have determined that the project falls within the provisions of the so-called,
Dover Amendment.”)
Commissioner Florence’s determination came months after the premises owner, Housing
Assistance Corporation, (“Applicant”) first submitted detailed information on April 3, 2025,
supporting its request for a determination that the project is a protected religious use under the
Dover Amendment. On April 15, 2025 Commissioner Florence appropriately responded that he
was “not authorized under M.G.L. Ch. 40A to make a zoning determination in the absence of a
building permit application” but that “[g]enerally speaking, any building official with a permit
application before them would be hard pressed to find that what is being proposed does not fall
under the Dover Amendment.”
On November 10, 2025, the Applicant submitted additional information regarding the
Dover-protected status of the project in conjunction with the application for a building permit.
Commissioner Florence’s January 2, 2026, determination that the project is indeed protected by
the Dover Amendment was thus the culmination of a lengthy process.
Commissioner Florence’s determination is appropriately within his expertise and
authority as Barnstable’s zoning enforcement officer. See Bay Farm Montessori Academy v.
2
Duxbury, Case No. 329566, 2007 WL 6954812 (Mass. Land Ct. May 25, 2007) aff’d 75 Mass.
App. Ct. 1103 (unpublished Rule 1:28 decision) (“The legitimate municipal concerns manifested
in local zoning by-laws are properly served by the involvement of the zoning enforcement
officer, rather than the exercise of discretion by an elected or appointed board.”) Nevertheless,
after weeks of discussion concerning the proper scope of regulation of this Dover -protected use
(particularly regarding the impervious surface limitations in the zoning by-law), the building
permit has not yet been issued, and, as we understand it, your office has now undertaken a
review of Commissioner Florence’s determination.
The Dover amendment creates a wide umbrella of protection for religious uses of land,
and in the view of the Attorney General, Catholic Charities’ proposal fits easily within that
scope, as Commissioner Florence has correctly determined. Given “the interest which the public
as a whole, represented by the Attorney General, has in keeping the zoning regulations of
municipalities within lawful bounds and in not allowing them to become instruments of
discrimination or oppression,” Attorney General v. Inhabitants of Town of Dover, 327 Mass. 601,
606 (1951)—and because the support of homeless individuals is a value of utmost importance to
the Commonwealth—the Attorney General offers the analysis below to aid you
in applying the Dover case law to the Catholic Charities project. 1
I. History and Purpose of the Dover Amendment’s Protection of Religious Uses of
Land
The Dover Amendment, G.L. c. 40A, § 3, is an anti-discrimination statute. It precludes a
town from adopting a zoning bylaw that “prohibit[s], regulate[s] or restrict[s] the use of land or
structures for religious purposes… on land owned or leased by ...a religious sect or
denomination.” G. L. c. 40A, § 3. In adopting Section 3, the Legislature determined that certain
land uses are so important to the public good that the Legislature has found it necessary “to take
away” some measure of municipalities’ “power to limit the use of land” within their borders.
Attorney General v. Dover, 327 Mass. 601, 604 (1950) (discussing predecessor to G.L. c. 40A,
§ 3). Although the statute has been expanded to protect other uses deemed by the Legislature as
important to the public good, religious groups were the first to be protected under Dover and its
predecessor statutes. Tracer Lane II Realty, LLC v. City of Waltham, 489 Mass. 775, 778–79,
(2022) (G. L. c. 40A, § 3, “was originally enacted to prevent municipalities from restricting
educational and religious uses of land, but the Legislature has expanded [the statute] over time to
ensure that other land uses would be free from local interference”) (quoting Crossing Over, Inc.
v. Fitchburg, 98 Mass. App. Ct. 822, 829 (2020)). The analysis whether a land use is protected
by Dover must be done with the statutory purpose at the forefront: “to foreclose the ‘local
exercise of preferences as to what kind of educational or religious uses will be welcome’” in a
community. Hume Lake Christian Camps, Inc. v. Planning Board of Monterey, 492 Mass. 188,
194 (2023) (quoting Newbury Junior College v. Brookline, 19 Mass.App. Ct. 197, 205 (1985)).
1 This letter supplements the Attorney General’s “Guidance on Regulation of Religious and Educational Uses of
Land under the Dover Amendment, M.G.L. c. 40A, § 3” (https://www.mass.gov/info-details/dover-amendment-
protection-of-religious-and-educational-land-
uses?auHash=GaD3i2M9WdS7L3BR973NA0w0i5my6qaZpPxqjgNtHkg).
3
The Dover statute does authorize a municipality to adopt and apply “reasonable
regulations” concerning the bulk and height of structures and determining yard sizes, lot area,
setbacks, open space, parking and building coverage requirements. G. L. c. 40A, § 3. The
provisions of Section 3 thus “strike a balance between preventing local discrimination against”
religious land uses while “honoring legitimate municipal concerns that typically find expression
in local zoning laws.” Trustees of Tufts College v. Medford, 415 Mass. 753, 757 (1993).
II. The Catholic Charities Project
The Applicant has thoroughly explained the project in numerous submittals, but for
context we summarize the project here. Catholic Charities intends to operate an emergency
overnight shelter, and a day shelter program, at 460 West Main Street, Hyannis. Catholic
Charities has been offering a day program and emergency overnight shelter at 77 Winter Street,
Hyannis (the “St. Joseph’s Shelter”) since 2016 (see Affidavit of Susan Mazzarella, ¶ 8), and will
move these services to 460 West Main Street, Hyannis when the building renovations are
complete.
The day and emergency overnight shelter programs are authorized by the governing body
of Catholic Charities and reflect the service mission of Catholic Charities:
The purpose of the Corporation shall be to provide human, charitable and
social services within southeastern Massachusetts in faithfulness to the Gospel and
to do so with compassion, dignity, and respect through such programs as may be
authorized by the governing body of the Corporation. Such programs shall be
carried out in compliance with the social teaching of the Roman Catholic Church
as interpreted, from time to time, by the Bishop of the Diocese of Fall River.
(Mazzarella Aff, ¶ 2 and attached Bylaws of Catholic Charities). The operation of the shelter
services provides a vehicle through which the parishes, parishioners, and clergy of the Diocese
practice their religion. (Mazzarella Aff., ¶ 7). The shelter ser vices are supported by the
parishioners and clergy of the Dioceses through volunteer service and financial support.
(Mazzarella Aff., ¶ 8).
As the Mazzarella Affidavit and other materials submitted by the Applicant demonstrate,
service at the shelter allows Diocesan clergy and parish members to exercise a central tenet of
the Catholic faith: to shelter the homeless and feed the hungry. Thankfully, Catholic Charities is
not alone in this endeavor. Various faith organizations across the country carry out a religious
mission by serving the most vulnerable among us. “[F]eeding the hungry and caring for the most
vulnerable members of a community is at the very heart and foundation of the Christian
tradition.” St. Timothy’s Episcopal Church v. City of Brookings, 726 F. Supp. 3d 1231, 1241-
1242 (D. Or. 2024) (municipal ordinance requiring discretionary conditional use permit for
church’s free meals program violated Religious Land Use and Institutionalized Persons Act of
2000 (“RLUIPA”)). In finding that “[St. Timothy’s] feeding ministry is a ‘religious exercise’
under RLUIPA,” id. at 1244, the St. Timothy’s court surveyed decisions across the country
recognizing that “ministering to the poor is an exercise of a sincerely held ‘religious duty to feed
the hungry and clothe the naked.’” Id. (citing Harbor Missionary Church Corp. v. City of San
4
Buenaventura, 642 Fed. App’x 726, 729 (9th Cir. 2016) (discussing church’s “homeless
ministry”); W. Presbyterian Church v. Bd. of Zoning Adjustment of D.C., 862 F. Supp. 538, 544,
546 (D.D.C. 1994) (feeding ministry is “in every respect” “religious activity and a form of
worship” whereby “[t]he secular benefits inure to the needy persons who partake of the free
breakfasts; the members of the Church benefit spiritually by providing the service.”); Chosen
300 Ministries, Inc. v. City of Phila., 2012 WL 3235317, at * 17 (E.D. Pa. Aug. 9, 2012) (“Acts
of charity are central to Christian worship.”); Micah’s Way v. City of Santa Ana, 2023 WL
4680804, at *5 (C.D. Cal. June 8, 2023) (faith-based organization plausibly alleged that “food
distribution activities are religious exercise” because such “charitable activity [was] pursuant to
the teachings and words of Jesus Christ”).
By providing shelter to the homeless Catholic Charities is not only carrying out the
religious mission of the Catholic faith but also providing a critical community benefit – one that
the Town has repeatedly recognized. See Town of Barnstable Housing Production Plan FY
2024-2029, p. 14, Housing Goal #4: “Assist in stabilizing housing and provide housing
assistance programs and services for Barnstable’s most vulnerable residents – especially those
living in inadequate housing conditions, homeless, or at risk of homelessness.”
(https://barnstable.gov/Departments/planninganddevelopment/Projects/HousingProduction/Barns
table_HPP_Draft_forweb.pdf). 2 See also W. Presbyterian Church, 862 F. Supp. at 546
(“Unquestionably, the Church’s feeding program in every respect is religious activity and a form
of worship. It also happens to provide, at no cost to the city, a sorely needed social service.”)
Currently, the St. Joseph’s Shelter operated by Catholic Charities at 77 Winter Street is the only
provider of emergency shelter services for individuals on Cape Cod. See Executive Office of
Housing and Livable Communities, “Emergency Shelter Assistance (for Individuals” at
https://hedfuel.azurewebsites.net/iShelters.aspx
Although not determinative of whether the new shelter operation at 460 West Main Street
is a Dover-protected use, it appears from a review of the Town’s Property Record Card for 77
Winter Street that the existing St. Joseph’s Shelter has been (appropriatel y) treated as a Dover-
protected use since at least 2016. See
2 See also Town of Barnstable 2016 Housing Production Plan, Goal #7 :
7. STRENGTHEN PARTNERSHIPS WITH ORGANIZATIONS ADDRESSING
AFFORDABLE HOUSING NEEDS. Help mission-driven organizations through the allocation of
town staff expertise, local funding, strong communication, and open collaboration. Barnstable is
fortunate to have many mission-driven organizations helping to address housing needs in
Barnstable and the region, including the Housing Assistance Corporation, the Barnstable Housing
Authority, Habitat for Humanity of Cape Cod, Community Action Committee and Cape Cod an d
Islands, LIFE, CHIP’s House, CHAMP Homes of Cape Cod, Homeless not Hopeless, Inc. These
organizations provide affordable housing, housing assistance, or other related support including
community education and advocacy. The town should continue to support and help expand the
initiatives of these organizations to further address local housing needs.
https://barnstable.gov/Departments/planninganddevelopment/Plans_and_Projects/Housing -Production-
Plan-November-2016.pdf?tm=4/9/2025%204:07:46%20AMattached
5
https://barnstable.gov/PropertyRecordCards/2024/25402.pdf See also St. Timothy’s Episcopal
Church, 726 F. Supp. 3d at 1238-1239 (church’s feeding ministry had been operating with the
city’s knowledge and without the city’s interference for approximately 12 years).
III. The Religious Use Test Under G.L.c .40A, § 3
The proposed use of land or structures is a protected religious use under the Dover
Amendment if both of the following are true:
1. The land is owned or leased by a “religious sect or denomination;” and
2. A bona fide religiously significant goal is the primary or dominant purpose for which the land
or structure will be used.
See G.L. c. 40A, § 3, ¶. 2. See also, e.g., Hume Lake, 492 Mass. at 195; Regis College v. Town of
Weston, 462 Mass. 280, 285 (2012) (quoting Whitinsville Retirement Society, Inc. v.
Northbridge, 394 Mass. 757, 760 (1985)).
A. Religious Organization
Based upon our telephone discussions there appears to be no dispute that Catholic
Charities is a religious organization. The Mazzarella Affidavit and the attached Bylaws of
Catholic Charities, establish that “Catholic Charities is a nonprofit religious organization that
operates as an official ministry of the Roman Catholic Church within the Diocese of Fall River.”
Catholic Charities thus satisfies the first part of the religious use test. See Hume Lake, 492 Mass.
at 188 (an organization is a “religious sect or denomination” under the Dover Amendment if “its
articles of organization allow it to engage in religious activities”). The only remaining que stion
then is whether the proposed use meets the second prong of the religious use test: whether the
use will be primarily or dominantly for a religious purpose. The Affidavit of Susan Mazzarella,
and the other submissions of the Applicant, establish that the shelter is a religious use.
B. Primary Religious Purpose
The most recent appellate level decision to examine the religious purpose test is the
Supreme Judicial Court’s decision in Hume Lake Christian Camps, Inc. v. Planning Board of
Monterey, 492 Mass. 188, 194 (2023). There the court recited a long line of decisions
establishing that whether a proposed use reflects a primary religious purpose involves “two
related -- and at times overlapping -- inquiries.” Id. The first inquiry involves “whether the
proposed use has as its ‘bona fide goal something that can reasonably be described as’
religiously significant.” Id. at 195 (citing Regis College v. Town of Weston, 462 Mass. 280, 285
(2012). The second inquiry involves a determination whether the religiously significant goal is
the “‘primary or dominant’ purpose for which the land or structures will be used.” Id., quoting
Whitinsville Retirement Soc'y, Inc. v. Northbridge, 394 Mass. 757, 760 (1985).
The court in Hume Lake reaffirmed that the term “religious purposes” should not be
narrowly construed:
6
‘[R]eligious purposes’ encompass more than just “typical” religious uses, such as
worship or religious instruction. See Shrine of Our Lady of La Salette Inc., 476
Mass. at 697, 71 N.E.3d 509. The religious purposes exemption covers any use
the primary or dominant purpose of which is to “aid ... a system of faith and
worship” (citation omitted). See Martin, 434 Mass. at 150, 747 N.E.2d 131. See
also Regis College, 462 Mass. at 285, 968 N.E.2d 347 (“We have refused to limit
Dover Amendment protection to traditional or conventional educational
regimes”).
Hume Lake, 492 Mass. at 196.
In reviewing whether a use serves a primarily “‘religious purpose” the court “avoid[s]
making judgments as to whether a proposed use constitutes a ‘necessary element’ of a particular
religion, as that would constitute ‘an area of inquiry that the First Amendment to the United
States Constitution prohibits.’ ” Id., citing Martin v. Corporation of the Presiding Bishop of the
Church of Jesus Christ of Latter-day Saints, 434 Mass. 141, 147 (2001). See also W.
Presbyterian Church, 862 F. Supp. at 546 (“Zoning boards have no role to play in telling a
religious organization how it may practice its religion. A city cannot use its zoning laws to
regulate the way a particular religion offers its prayers or the way a religion celebrates its
holidays.)
Hume Lake is but the most recent in a long line of cases determining that the religious use
exemption of G.L.c. 40A, § 3 is broadly construed to effectuate the remedial purposes of the
statute, and a reviewing court’s role is limited. See Martin, 434 Mass. at 150 (emphasis supplied)
(“It is not for judges to determine whether the inclusion of a particular architectural feature is
necessary for a particular religion…the judge found, as she was compelled to do in the face of
overwhelming and uncontradicted testimony, that temples are the places where Mormons
conduct their sacred ceremonies. No further inquiry as to the applicability of the Dover
Amendment was warranted.”). In related court decisions involving religious uses courts have
likewise expressed reluctance to substitute their judgment for the organization’s regarding what
is a religious purpose. See Parish of the Advent v. Protestant Episcopal Diocese of Mass., 426
Mass. 268, 284-285 (1997) (civil tribunals must avoid resolving matters of purely ecclesiastical
nature); Employment Div., Dep’t of Human Resources of Or. v. Smith, 494 U.S. 872, 887 (1990)
(“repeatedly and in many different contexts, we have warned that courts must not presume to
determine the place of a particular belief in a religion or the plausibility of a religious claim.”)
Based on the Mazzarella Affidavit and the other information submitted by the Applicant,
and the court decisions summarized here, it seems obvious that the proposed shelter use qualifies
as a religious purpose. Catholic Charities’ proposed use of the premises at 460 West Main Street
will “aid ... a system of faith and worship,” Martin, 434 Mass. at 150, by allowing Diocesan
parish members and clergy to practice their faith by serving the most vulnerable members of our
society.
Importantly, the use proposed by Catholic Charities is different in kind and scope from
the use at issue in Needham Pastoral Counseling Center, Inc., 29 Mass. App. Ct. 31 (1990). In
finding that the Needham Center’s proposed use “resemble[d] a mental health clinic more than
7
religious activity,” the court identified the use as “a psychological counseling center with a
spiritual component.” Id. at 31. In contrast with the situation here where Commissioner Florence
has determined that “the project falls within the provisions of the so-called, Dover Amendment,”
the Needham building inspector denied a building permit “because he thought ‘the proposed use
[was] not unlike any other business use.’” Id. at 32. The Needham Board of Appeals likewise
“determined that the NPCC proposal was essentially a professional service establishment and,
thus, not permitted at the locus.” Id. The court described the services offered by NPCC as
primarily “secular psychological techniques” with only “a layer of theological content” folded in.
Id. The “services of NPCC and its methods of delivering them are not significantly different
from what a neutral observer coming upon the scene would size up as a mental health center
applying standard psychological and psychiatric techniques.” Id. at 32. Because the religious
element was not primary or dominant, the NPCC use was not exempt under Dover: “An element
of religion subsidiary to the dominant secular use does not convert that use to one which is for
religious purposes any more than an element of education converts a residential facility for
elderly persons to a use for educational purposes.” Id. Unlike the use at issue in Needham
Pastoral Counseling Center, here there is abundant evidence that serving the homeless is the
expression of the Catholic Charities’ religious mission – a form of worship- and thus qualifies as
the dominant religious purpose.
The fact that Catholic Charities does not limit its shelter services to persons of the
Catholic faith, or proselytize while providing those services, is not disqualifying. Such a
requirement would be anti-thetical to the non-discrimination principles of the Dover Amendment
and would violate the First Amendment. See Catholic Charities Bureau, Inc. v. Wisconsin Labor
& Industry Review Commission, 605 U.S. 238, 250-251 (2025) (Wisconsin’s unemployment tax
exemption “provided only to organizations that engage in proselytization or serve only co-
religionists” discriminated among denominations and failed strict scrutiny).
It has been over two months since Commissioner Florence correctly determined that the
proposed use is protected by the Dover Amendment. We realize that in the interim period you
have had communications with the Applicant concerning the proper scope of regulation of a
Dover-protected use. But the delay in issuing the building permit is delaying the opportunity for
Catholic Charities to serve the most vulnerable among us in a space better suited to their needs.
The people of the Commonwealth, whom the Attorney General represents, have a strong interest
in seeing this and similar matters proceed to a resolution quickly and smoothly. With this letter,
we hope to have offered your office information and resources that will facilitate such a
resolution.
Very truly yours,
Margaret J. Hurley
Margaret J. Hurley
Assistant Attorney General
Senior Counsel, Housing and Municipal Law
Office of Attorney General Andrea Joy Campbell
One Ashburton Street, 20th Floor
Boston, MA 02108
(508) 792-7600
Esme Caramello
Esme Caramello
Assistant Attorney General
Director, Housing Affordability Unit
Office of Attorney General Andrea Joy Campbell
One Ashburton Street, 20th Floor
Boston, MA 02108
(617) 727-2200
255 Independence Drive, Hyannis, MA 02601
HAC@HAConCapeCod.org· 508-771-5400 fax: 508-775- 7434
February 5, 2026
Brian Florence, Building Commissioner
Town of Barnstable
200 Main Street
Hyannis, MA 02601
Re: 460 West Main Street — Dover Amendment Religious Purpose Clarification
Dear Commissioner Florence:
Thank you for your thoughtful follow-up to the Dover Amendment determination that you
previously issued in response to the request submitted by Housing Assistance Corporation,
Asclepius Corporation, and Catholic Charities of the Diocese of Fall River concerning the
proposed emergency overnight shelter at 460 West Main Street.
We appreciate the opportunity to further detail how the proposed shelter use satisfies the second
prong of the Dover Amendment analysis – namely, that a religiously significant goal is the primary
or dominant purpose of the proposed use. Support for this conclusion is detailed in my April 3,
2025, correspondence and in the Attorney General’s Guidance on Regulation of Religious and
Educational Uses of Land Under the Dover Amendment, Massachusetts General Laws c. 40A, §3
(“AGO’s Guidance”). For Catholic Charities, the act of sheltering the homeless is the primary and
dominant purpose of its use. For Catholics, the provision of shelter is a Corporal Work of Mercy
and religiously significant goal that is grounded in the Gospel of Matthew and the teachings of
Jesus Christ.
Distinguishing the Needham Pastoral Counseling Center Case
You asked specifically how the proposed shelter differs from the counseling facility discussed in
Needham Pastoral Counseling Center, Inc. v. Board of Appeals of Needham, 29 Mass. App. Ct. 31
(1990). The distinction is fundamental. In the Catholic Faith, sheltering the homeless is not an
incidental service. The act of sheltering those in need is itself a manifest expression of Catholic
Faith.
In Needham, the Appeals Court found that the proposed counseling center:
• delivered professional psychological counseling indistinguishable from secular services,
and
• included only an incidental spiritual component, such that a religious purpose was not the
dominant purpose of the use.
The Needham court concluded that any religious aspect was subsidiary to a secular clinical
function. Here, the inverse is true: any ancillary services exist solely to support the religious act of
sheltering the homeless.
2
By contrast, the shelter provided by Catholic Charities is not a secular program with few if any
religious elements added. Rather, the act of providing emergency shelter is the direct institutional
expression of a core religious ministry of the Catholic Church and the teachings of Jesus Christ —
the Corporal Work of Mercy to “shelter the homeless.” The centrality of sheltering the homeless
to the Catholic Church and Christian Faith is further evidenced by the long list of papal encyclicals,
pastoral writings and project examples included in my April 3rd correspondence.
Unlike the counseling services in Needham, Catholic Charities’ shelter:
• arises directly from Catholic Charities’ religious mission;
• is operated as part of the Diocese’s ministry to the poor;
• exists because Catholic doctrine compels service to persons experiencing homelessness.
The shelter therefore represents religious ministry expressed through service, not a secular service
supplemented by religion.
Religion as the Primary and Dominant Purpose
The Attorney General’s Guidance addresses the need for an educational or religious use to be the
“primary or dominant use” for a qualifying Dover exemption, but states such use:
. . . need not be the only purpose of the program. It is common for religious or educational
goals or activities to be intertwined with other goals and services, including housing, and
courts have repeatedly cautioned against attempting to draw fine distinctions between the
different aspects of an applicant’s program in assessing whether the Dover Amendment
applied. See, e.g., McLean Hosp., 483 Mass. at 220 (declining to attempt to separate
“therapeutic” from “educational” aspects of program in assessing whether education was
dominant). AGO Guidance at 9 (emphasis added).
The AGO’s Guidance continues, explaining:
the Dover Amendment requires looking at the use as a whole and ensuring that the
educational or religious purpose is not “mere window dressing for a nonexempt use.”
AGO Guidance at 9 (quoting Hume Lake, 492 Mass. at 195).
As one of the Corporal Works of Mercy, Catholic Charities’ shelter operations is not “mere window
dressing.” Indeed, Catholic Charities is implementing a religious obligation grounded in Catholic
social teaching and diocesan ministry. As described in our original submission:
• Providing shelter to the homeless is a core expression of Catholic doctrine and the Church’s
corporal works of mercy.
• Catholic Charities operates shelters as part of its faith-based mission across the Diocese.
3
•The relocation of the St. Joseph’s Shelter to 460 West Main Street ensures continuity of
that religious ministry.
The shelter is therefore not simply “housing with optional spirituality,” but rather faith-motivated
ministry delivered through the provision of shelter to persons experiencing homelessness..
Comparison to Hume Lake and Similar Cases
The proposed use is more analogous to the religious uses recognized in cases such as:
•Hume Lake Christian Camps, Inc. v. Planning Board of Monterey (2023)
•Martin v. Corporation of the Presiding Bishop (2001)
In those cases, courts held that facilities supporting religious mission — even when not themselves
worship spaces — qualified as religious uses because they enabled the organization’s ministry.
Similarly, the emergency shelter:
•enables Catholic Charities to carry out its diocesan religious mission,
•functions as a ministry site grounded in Catholic teaching,
•and provides services that are an embodiment and expression of religious purpose.
As the AGO guidance explains, the Dover Amendment requires evaluating the use as a whole, not
isolating individual program elements. Viewed holistically, the dominant purpose of the proposed
shelter is religious ministry through service to persons experiencing homelessness.
Conclusion
For the reasons stated above – and those set forth in our original submission – the proposed
emergency shelter at 460 West Main Street differs materially from the secular counseling facility
in Needham and instead fits squarely within the broad definition of religious use recognized under
the Dover Amendment. Accordingly, we respectfully request confirmation that the proposed use
qualifies as a religious use under G.L. c. 40A, § 3, and issuance of a building permit for the project.
The shelter represents the lived expression of Catholic doctrine through organized ministry to the
poor and unhoused – a religious purpose that is both primary and dominant.
We appreciate your careful review of this matter and would be glad to provide any additional
documentation from Catholic Charities or the Diocese that would assist your determination.
Sincerely,
Robert L. Brennan
Chief Legal Officer