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HomeMy WebLinkAboutLawyers Letter 09182023Nutter September 18,2023 0125388-00001 Eliza Z.Cox Direct Line:508-790-5431 Fax:617-310-9603 E-mail:ecox@nutter.com VIA OVERNIGHT DELIVERY AND EMAIL Town of Barnstable 200 Main Street Hyannis,Massachusetts 02601 Attention:Brian Florence,Building Commissioner Email:Brian.Florence@tQwn.barnstable.ma.us Re:Dover Amendment - 84 Bearses Way,Hyannis,Massachusetts Dear Brian: This office represents Community Action Committee of Cape Cod & Island, Inc., a Massachusetts nonprofit corporation ("CACCI"),owner of the property located at 84 Bearses Way, Hyannis, Massachusetts 02601 (the "Property").As you know,CACCI commenced the informal Site Plan Review process for the Property and questions were raised during that review as to how the use should be classified under the Zoning Ordinance of the Town of Barnstable, Massachusetts.It is the purpose of this memorandum to confirm that CACCI is proposing to use the Property as an educational facility for members of itsSafe Harbor Program and is seekingyour agreement that its proposed use of the Property falls within the protection of Mass. Gen. Laws ch. 40A, §3 (the "Dover Amendment").For the reasons discussed below, the proposed use of the Property falls within the Dover Amendment's protection. 7.The Proposed Use ofthe Property CACCI is a 501(c)(3)organization established in 1965 to "promote the mobilization of resources to combat poverty through community action programs in Barnstable, Dukes and Nantucket counties and, specifically, to accomplish the same by complying with all aspects of federal and state law so as to continue its status as an "eligible entity"under the Community Service Block Grant Act, 42 USC sec. 9901, et seq, and as a "community action agency"under theMassachusetts Community ServiceBlock Grantstatute, M.G.L.ch.23B,sec.24 andapplicable regulations 760CMR29." See Restated Articles of Incorporation.CACCI is a subsidiary of Job Training and Employment Corporation,a Massachusetts nonprofit corporation ("JTEC"),which isalso a 501(c)(3) organization established in 1985 to "organize and operate programs for the civic purpose of education and training,to apply,receive and administer funds in furtherance of goals including but not limited to education and training andto prepare youthand unskilled adults for entry into the labor force and to afford job training and education to those economically disadvantagedindividualsand other individualsfacingbarriersto employmentwho are in special needof suchtrainingto obtainand retrainproductiveemployment."SeeArticlesof Incoiporation. CACCI and JTEC work in tandem to offer community members a range of programs from job training to childcare to emergency assistance and shelter programs through shared staff,office Nutter Mc^)\erm^en^&Fish LLP /155 Seaport BLvd /Boston,MA 02210 /T:617.439.2000 /nutter.com Brian Florence,Building Commissioner September 18,2023 Page 2 space,and properties in andaround Cape Codand the Islands.In FiscalYear 2022,CACCI served approximately 9,344 individuals. The Safe Harbor Program is one of those programs and seeks to assist domestic violence survivors and their children through temporary housing, educational training, and personal and professional development.Upon entering theSafe Harbor Program,each participant is assigned a case manager who helps develop an individualized "Family Life Plan" that includes weekly counseling, career and housing goals, and required educational training and development to achieve thosegoals.Each Family Life Plan considers the participant's unique circumstance and incorporates both where the participant is personally and professionally and where they would like to be. So, while all participants will attend mandatory counseling,their day-to-day educational trainings may be different as one participant might need to obtain their GED,while another participant with a high school degree may feel more comfortable in a data analytics or project management course.Because of this unequal footing,the SafeHarbor Program doesnot havean official graduation timeframe though the average participant graduates from the Safe Harbor Program within 4-6 months.Regardless of the timeframe,the goal ofthe Safe Harbor Program is for each participant to attain and retain independent and economic stability and self-sufficiency through personal growth,family stabilization,life skills,and employment readiness.Funding and referrals forthe SafeHarbor Program are administered through the Executive Officeof Housing and Livable Communities (f/k/a Massachusetts Department of Housing and Community Development)whilestaffing comes from both CACCI and JTEC. CACCI proposes to expand the existing Safe Harbor Program tothe Property and provide both onsite and offsite education,training,and counseling (the "Proposed Use").The Property will housetwo families witheach family consisting of,on average,oneadultandtwotothree children. The adult participants will take two classes atthe Property Monday through Friday and supplement thoseclasseswith additional education,training,and counseling downthe streetat JTEC's career center located at 372North Street,Hyannis,Massachusetts 02601 (the "Career Center"),which also doubles as CACCTs headquarters.Educational trainings willrange from personal skills (e.g. parenting,financial literacy,housing literacy)to professional skills (e.g.computer literacy, interviewing skills,and project management)and will be taught by fulltime and parttime staff members from CACCI and JTEC. An example of one participant's typical day would include family breakfast in the morning with their children prior to their children heading to school or childcare.After breakfast and drop off,an adult participant who hasnot graduated from high school would attend a HiSet or GED preparation course for an hour and a half at the Property.After the morning course work is complete,the participant would then continue their search for available work opportunities prior to breaking for lunch around noon.After lunch,the participant would attend a financial literacy skills course in the early afternoon.In the late afternoon,the participant would continue their search for permanent housing and prepare dinner prior to their children arriving home from school 6139607.4 Brian Florence,Building Commissioner September 18,2023 Page 3 or childcare. After dinner and quality time with their children, the participant would finish any homework assignments necessary for the next day's classes and continue work and housing searches before heading to bed. 2.The Dover Amendment The Supreme Judicial Court has formulated a two-prong test to determine whether a given educational use falls within the protections of the Dover Amendment. This test requires a showing that: (1) "the use must have as its 'bona fide goal something that can reasonably be described as 'educationally significant"";and (2) "the educationally significant goal must be the 'primary and dominant' purpose for which the land or structures will be used." See McLean Hospital Corp.v. Town ofLincoln,483Mass.215,220 (2019),quoting Regis College v.Town ofWeston,462Mass. 280, 285 (2012).The Proposed Useand the Propertybothqualifyfor protectionunderthe Dover Amendment because the goal of training disadvantaged community memberswith professional andlifeskills training falls withinthe protections outlined bythe Court.TheCourthas consistently affirmed that "education may be particularly directed to either the mental, moral or physical powers and faculties,but in its broadest and best sense it relates to them alL^^Mount Hermon Boys'Sch.V.Gill,145Mass.139,146 (1887)(emphasis supplied). Pursuant to the first prong, the Proposed Use is educationally significant because it would prepare disadvantaged community members with the ability to secure stability and self-sufficiency through education,training,and counseling.Regis College,462 Mass,at 285 ("A proposed useof landor structures mayhave an educational purpose notwithstanding that it serves nontraditional communities of learners in a manner tailored to their individual needs and capabilities.");see also Gardner-Athol Area Mental Health Ass'n, Inc.v.Zoning Bd.ofAppeals of Gardner,401 Mass. 12,16 (1987)(finding residential care facility for adults with mental disabilities educational).The Court has consistently taken a broad approach to the term "educational"thatgoesfar beyond the confines ofa secondary or primary school setting.See,e.g.,Fitchburg Hous.Auth.v.Bd.ofZoning Appeals of Fitchburg,380 Mass.869,869-70 (1980)(finding facilities for disabled individuals to learn to be self-sufficient educational despite being different from traditional academic institutions);seealso McLean Hospital Cor/?.,483 Mass,at 215-16 (finding program for men with extreme emotional dysregulation to learn life skills educational).Under the Dover Amendment, the term "educational"encompasses that which is "the process of developing and training the powers and capabilities of human beings."McLean Hospital Corp.,483 Mass,at 220,quoting Mount Hermon Boys'Sch., 145 Mass,at 146. In McLean Hospital Corp.,the Court found that a residential program for adolescent boys with extreme emotional dysregulation wasan educational use protected under the Dover Amendment. 483 Mass,at 216.The project at issue was a novel life skills program that would allow adolescent boys with emotional dysregulation to reside fulltime ata facility that would provide the boys with both emotional and social skills training allowing them to eventually reenter society and live "useful,productive lives."Id.Prior to purchasing the property for the project,the hospital sought 6139607.4 Brian Florence,Building Commissioner September 18,2023 Page 4 and obtained the local building commissioner's determination that the project qualified as an educational use protected under the Dover Amendment and the local zoning bylaw. Id. After purchasing the property, however, local residents appealed the building commissioner's determination to the local zoning board of appeals,which reversed the building commissioner finding that the use was medical or therapeutic and not educational. Id. On appeal, the town argued that the primary purpose of the facility would be to provide medical and therapeutic treatment and not education in the traditional sense. Id. at 221. The Court wholeheartedly disagreed finding no precedent for the town's argument that life skills training, including how to regulate "internal manifestations or symptoms of a mental disorder," somehow creates a distinction between what is a medical and what is an educational use.Id.at 224-26. In Gardner-Athol Area Mental Health Ass'n,Inc.,the Court found that a residential care facility for adults with mental disabilities was an educational use protected under the Dover Amendment.401 Mass,at 16.Similar to McLean,the project at issue was a skills program that would allow adults with mental disabilities to reside fulltime in a leased single-family residence that would provide the individuals with skills and vocational training to prepare for "more independentliving." Id. at 14.Prior to the lease being executed for the propeny,a local resident requested a determination from the localbuilding commissioner regardingwhetherthe proposed usewasprotectedundertheDover Amendment.Id.Thoughthebuilding commissioner determined it was an educational use, the local zoning board of appeals reversed the building commissioner's determination.Id. The Court, again,dismissedthe board's finding stating that "the proposeduse would be for educational purposes, an issue which needs no further discussion." Id. at 13. In Watros v.Greater LynnMentalHealth and Retardation Association,Inc.,421 Mass.106, 115-16 (1995),the Court found that a residential care facility for individuals with mental disabilitieswasaneducationaluseprotectedunderthe DoverAmendment.Similarto bothMcLean and Gardner-Athol,the projectat issuewasan educational programthat wouldallow individuals with mental disabilities to reside fulltime in a leased,renovated bam located on a 18,503 square foot property.Id.at 109-10.The local building commissioner denied the nonprofit's request fora building permitto renovate the bam on the grounds thatit would violate the local zoning bylaw regarding nonconforming uses./i/.at 110.However,the local zoning board of appeals granted the nonprofit's request fora special permit finding,among other things,the project would not violate the bylaw.M at 110.The Court,again,affirmed that the proposed use was a protected educational use.Id. at 108.Additionally,the Court found that the proposed use would not intensify a legal nonconforming use because the Dover Amendment's protection of educational uses takes theissue outsideof the bylaw's nonconforming use provisions,/c/.at 115. In The Brockton Coalitionfor the Homeless,Inc.v.Tonis,17 Mass.L.Rptr.554,*1 (Mass. Super.Ct.2004),the Superior Court found that a homeless shelter was an educational use protected underthe Dover Amendment.The projectat issue was the rehabilitation of a former 59 resident nursing home in Stoughton into a homeless shelter for single mothers and children that would 6139607.4 Brian Florence,Building Commissioner September 18,2023 Page 5 provide transitional housing while providing onsite education,including obtaining permanent housing and becoming self-sufficient (e.g.life skills like budgeting,GED,therapy).Id.at *1-3. The property would contain a classroom,computer training area,and space for individual coaching and classes for the residents would occur five days per week. Id. at *3. In overturning the local zoning board of appeals,the Superior Court found that the board's decision was a guise to nullify a use that was otherwise permitted under the Dover Amendment;specifically,the board's statements thatthe proposed use would bea substantial alteration of a nonconforming use and, thus,subject to all ordinary bylaw restrictions,and that the property had inadequate parking and the parking area was too small for parking and emergency vehicle access.Id.at*2&5. The Safe Harbor Program is most similar to the facts set forth in McLean and Brockton Coalition for the Homeless.The Safe Harbor Program seeks to instill fundamental personal and professional skills that would prepare disadvantaged community members with the skill set necessary to obtain economic stability and self-sufficiency.See,e.g.,Fitchburg Hous.Auth.,380 Mass,at 869-70.Though the Safe Harbor Program contains residential accommodations,the Safe Harbor Program involves intensive onsite and offsite education,training,and counseling.See,e.g., Gardner-Athol Area Mental Health Ass 'n.Inc., 401 Mass,at 14-16 (finding program that teaches vocational and independent living skills ina residential program educational);see generally The Brockton Coalition for the Homeless,Inc.,17 Mass.L.Rptr.554.The type of participants atthe Property also does not change the determination of whether the Safe Harbor Program is educational as all individuals deservethe abilityto learnandsucceedin life.Id. at 222("Nordoes having been a patient ata psychiatric facility in the past preclude an individual from participating ina specialized form of education to learn the complex emotional,social,and daily living skills necessar}'to participate actively and succeed in life.").Thus,Massachusetts law is clear thatthe Safe Harbor Program is properly designated as "educational"and entitled to Dover Amendment protection. Pursuant to the second prong, the Property's primary and dominant purpose, and in fact its only purpose,isto support the educational use.See Hume Lake Christian Camps,Inc.v.Planning Bd.ofMonterey,2022-P-0689,2023 WL 3855265,*5 (Mass.June 7,2023)(determining analysis is centered around whether proposed use land or structure serves is protected under Dover Amendment and not on "the land or structure itself").The Court has consistently delineated between developers who put "window dressing" or a "smokescreen" on a luxury condominium development to claim Dover Amendment protection and those proponents who are truly invested in providing educational uses at their properties. Compare Regis College, 462 Mass,at 287,291- 94 (discussing that purely optional courses in a retirement community may be window dressing) with McLean Hospital Corp.,483 Mass,at 223-24 (finding "full-time,highly structured, cuiTiculum taught by formally and specially trained staff not mere window dressing). A local municipality cannot pick out a certain subsegment of the population or the type of courses taught in order to deny Dover Amendment protection to a property that has a use that is properly designated as educational. See McLean Hospital Corp., 483 Mass,at 221-22. The type of staff 6139607.4 Brian Florence,Building Commissioner September 18,2023 Page 6 involved inthe program also does not change an educational use into a medical use simply because those staff members are not traditional secondary or primary school teachers. Id. at 223 (finding onsite psychiatrists or therapists not a bright line for determining whether a given proposal is medical or educational). In Hume Lake Christian Camps,Inc.,the Court found thata recreational vehicle camp housing seasonal, sometimes secular,volunteers was a religious use protected under the Dover Amendment.2023 WL 3855265 at *1.The project at issue wasthe construction of a recreational vehicle camp ona 400-acre campground in Monterey that would house volunteers involved in the operation and maintenance of the campground but would not,most importantly,be required to join religious ceremonies or other religious aspects of the campground.Id.at *2-4.In overturning the local zoning board of appeals and the Land Court,the Court emphasized that their analysis was "too narrow"in finding that the recreational vehicle camp would be predominantly financial and not religious because it was intended to save Hume money by housing volunteers.Id.at *8.All organizations rely on tasks and uses that are not in themselves "religious"or "educational'but are nonetheless central tothe effective operation ofthe organization.Id.Ifeachuseofa given property had tobe itself protected,"it would be virtually impossible for any organization to benefit from the Dover Amendment."Id.(internal quotations and citations omitted);seealsoMartin v.Corp. ofthe Presiding Bishop of the Church ofJesus Christ ofLatter-day Saints,434 Mass.141,149-50 (2001)(finding a room-by-room inquiry into each room's religious or secular use was inappropriate under Dover Amendment).Here,the project was protected because it would provide housing for volunteers who,in turn,assist in the campground's effective operations asa religious organization.Id.The fact that the project was residential,that the only use of the area would be residential in nature, or that Hume's possible reason for using volunteers was to save money are all inappropriate inquiries under the Dover Amendment.Id.Inquiry into the reason why an organization chooses "one means of pursuing its goals rather than another"is inappropriate as the only inquiry under the Dover Amendment's second prong is whether the proposed use the land or structure serves is protected.Id. The Proposed Useandthe Property aremost analogous to a college program andits campus. Regis College,462 Mass,at 287 ("[W]e are unwilling to conclude that a party seeking the protection of the Dover Amendment is required to show that its proposed use of land will be analogous toa traditional educational institution.").Participants willresideatthe Property similar tocollege students livingin dorms andwilllearninthesamewaycollegestudentstake classes on campus.Classes will be taught by professionals,which include both trained teachers and those who are experienced intheir chosen field of work.SeeMcLeanHospital Corp., 483 Mass,at 223- 24 (finding staff can be madeup of a variety of professionalindustries).The Safe Harbor Program isa highlystructuredprogramwitha 4-6-month average timeframe to graduate from.See McLean Hospital Corp.,483 Mass,at 223. This is not a situation where participantsare living onsite for the foreseeable future and may audit a course from time-to-time. Regis College, 462 Mass,at 291 - 94. Taking a totality of the circumstances approachthatconsiders the land or structure as a whole. 6139607.4 Brian Florence,Building Commissioner September 18,2023 Page 7 the Property's primary and dominant purpose isto support the educationally significant use.See HumeLake Christian Camps,Inc.,2023 WL3855265, *6. The Proposed Use of the Property is not an attempt to put "window dressing"or a "smokescreen"on a luxury condominium complex and instead is a sincere attempt to provide disadvantaged community members with a second chance at life.The goal of the Proposed Use will beto use the Property to educate participants ina safe environment to learn the skills and tools that will allow them to move into a self-sufficient life.Thus,the Proposed Use and the Property itselfqualifyforprotectionunderthe Dover Amendment. 3.Conclusion Forthe reasons stated above,the Proposed Useandthe Property qualify for protection under the Dover Amendment because:(1)the Proposed Use will involve the education and training of domestic violence survivors to prepare them for economic stability and self-sufficiency through education,training,and counseling;and (2)this educationally significant goal isthe primary and dominant purpose of the Property. Thank you very much for your time and attention to this matter,and please let me know if you have any questions,if you want to discuss this further,and/or if you need additional information. Sincerely, 0^(Txs\ Eliza Z.Cox Enclosures cc:Kristina Dower, Executive Director, Community Action Committee of Cape Cod & Island,Inc. Daniel C. Johnston, Esq., Nutter, McClennen & Fish, LLP 6139607.4 Emniner TMame Approved C • P • M • RA • 10 EC. IDENnFICATlON _ NO. Filing Fee:S3S.OO Clfie CommontpeaUfi of Masgacfittettts WilUam Francis Galvin Secretary of the Commonwealth One Ashburton Place,Room 1717,Boston,MassachuKtts02108-1312 RESTATED ARTICLES OF ORGANIZATION (General Laws,Chapter 180,Section 7) We.Da\rid Willard r*Pfend^r /"Vice President. "Asistmt Clerk,Maiy PatMessmer Ounmunlty Action Committee ofCapeCodand Islands,Inc. (Eaa namt cfaipention) 1^^^at 02601 (Stnetaddrta eftorfemtiea in Mmttchuutt^ dohereby certify that the following Resutement ofthe Artidei ofOrganization was duly adopted ata meeting heldon.June 24 ,20 bya vote o6.membecs. eleven(11).directors, or shareholders**, D Bang at least two'ihirds ofthe members or dircaois legally <)ualified to vote in moecingi ofthe corporation where • there isnoamendment to the Articles of Organization:OR O Being at least iwo<thirds ofits members Iqplly rjualiHed to vote in meaings ofthe coqjoration where there is an amendment totheArddts of Organization:OR G9 Being at least iwtHihitds ofits direaots where there are no members pursuant to General Laws,Chaprer 180,Section 3 and there isanamendment to die Aitides ofOrganization:OR •In the case ofa corporation having apital stock,by the holders ofatleast two>thirdl$ofthe capital stock having the right 10 vote tbetdo where there isanamendment todie Andes ofOrganization. 'DtbtttieituffHedlrtsatdt "CMmfyoJubaihutppSia. NateffAttpauprCfidtJmdtramerHtUtriaaentbiifarmitiiiaStUnitdJltieiutbaBietttftnhtttetUMboiJfc/t^MUBMt j)AttUtfptftr nw ai^fluiptotfasluil I huk/dJUoattt nertAamtarHtb hum it euAt en *AaAAtttstlmastadiawritit HonM teeheAaitien ii dttrfy indi/tsrd, ARTICLE t Hic name of the cotporation i> Community Action CommitteeofCape Cod and Islands,inc. ARTICLE n The purpoic of (h«corporation isto engage inthefoliowing activttier To promote the mobiilzation of resources tocombatpoverty through communily action programs in Bamstable.Dukes and Nantuckel counties and.specifically,to accomplish thesameby complying with allaspectsof federal andslatelaw soas to continue itsstatus as an "eligible entity"underihe Community SenrlceBlock Grant Act,42USCsec.9901,et seq,andas a "communily action agency"underthe Massachusetts Communily Service Block Grant statute,M.G.L ch 236,sec. 248nd applicable regulations 760 CMR 29. To conduct suchother activities and programs in furtherance ofthe foregoing purposes as may be carried outbya corporation organized underG.L ch.180and desalbed inSection 501(c)(3)ofIhe Inlernai RevenueCode. ARTICLE 111 Acorporaiion ma)hare one or more classes ofmciiibets.Ifitdocs,the dcsignaiiort ofsuch classes,tlic manner ofelection orappoint mcnrs,she duration ofmembership and the qualification and righu.including voting rights,ofthe members ofeach class,may be set forth in thcb}'4aiv.i oritie corpontion or mar Ik set forth bcloiv: Thesolememberof(he Corporation shallbe Job Training and Employmenl Corporation ARTICLE IV "Other lawful provisions,ifany.for die conduct and reguiatwn cS the business and afiairs ofthe corporation,for its voluntary dissolution,or for limiting,defining,or rcgulaimg (he powers ofdie corporation,orofits directors ormembers, orofany class ofntembcts.areas follows- See continuation sheet Article IV lutr .V(« A&ffr VifpmtMagfivr H)ettutn art nmitUrtJ to htptrmatUHt aiutuiaf QMA'tt rhaogtil 6/Jltraf approfrieuAttUln ofAmnufmeut.// Article IV Continuation Sheet (a)No officer or Director shall be personally liable tothe Corporation for monetary damages for any breach of fiduciary duty asan officer or Director notwithstanding anyprovision oflawimposing such liability,except (tothe extent provided by applicable law)for liability (i)for breach ofthe officer's or Director's duty of loyalty totheCorporation,(ii)foractsor omissions not in good faith orwhich involve intentional misconduct ora knowing violation of law or(Hi)forany transaction firom whichthe officer or Director derived an improper personal benefit. (b)The Corporation shall make nocontribution for other than religious,charitable, scientific,literary or educational purposes. (c)TheCorporation maybea partner tothemaximum extent permitted bylawinany enterprise which it would havepowerto conduct by itself. (d)The Directors may make,amend or repeal the By>Laws in whole orinpart. (e)TheCorporation maysolicit andreceive contributions from anyandall sources and mayreceive andhold,in trust or otherwise,funds received bygiftor bequest. (f)The Coipoiation maymakecontracts of guarantee and suretyship,whether ornotin fiirtherance ofits purposes;provided,however,that(a)such contracts are necessary or convenient tothe conduct,promotion or attainment ofthebusiness ofa corporation allofthe outstanding stock of which is owned,directly or indirectly bytheCorporation;and (b)theBoard of Directors of the Corporation has determin^that such contracts are necessary or convenient to the conduct, promotion or attainment of the business oftheCorporation. (^Nopartofthenet earnings orthe assets oftheCorporation shall inuretothe benefit of any officer or Director of the Corporation or any private individual,except that the Corporation maypayreasonable compensation for services rendered and make payments anddistributions in furtherance ofits exempt purposes. (b)No substantial partofthe activities oftheCoiporation shall bethe carrying onof propagan^,or otherwise attempting to influence legislation,except to the extent permitted by Section 501 Qi)ofthe Internal Revenue Code,and foe Coiporation shall notparticipate inor intervene in (including thepublishing or distribution of statements)anypolitical campaign on behalf of(or in opposition to)any candidate for public office.Notwitb^ding any other provisions of these Articles of Organization,foe Corporation shall notcanyonanyother activities notpermitted tobe carried on(a)bya corporation exempt from federal income tax under Section 501(cX3)offoeInternal Revenue Code,or(b)bya corporation,contributions to which are deductible under Section 170(cX2)of foe Internal Revenue Code. (i)In the event ofthe dissolution ofthe Coiporation,the Board ofDirectors,after paying or making provision for tfie payment ofall liabilities ofthe Coiporation,shall distribute,in any proportion considered pnident,all the assets ofthe Coiporation to such organization or organizations organized and operated exclusively for charitable,educational or scientific puiposes and at the time qualifying as an exempt organization or organizations under Section 501(c)(3)of the Internal Revenue Code,as the Board ofDirectors shall detennine.Any such assets not so disposed ofshall be disposed ofby a court ofcompetent jurisdiction ofthe county In which the principal office ofdie Coiporation is then located,exclusively for such puiposes orto such organization or organizations,as said court shall determine,which are organized and operated exclusively forsuch purposes. 0 The Coiporation roust act,or refrain from acting,in any manner as is specified in Chapter 68Aofthe Massachusetts General Laws. (k)The Directors shall have the power to fix their compensation from time to time.No contract ortransaction between the Corporation and one ormore ofits Directors orofficers,or between the Corporation and any other corporation,partnership,association,orother organization in which one or more ofits Directors oroffice are directors oroffice,orhave a financial or other interest,shall be void or voidable solely for this reason,orsolely because the Director or officer ispresent atorparticipates in the meeting ofthe Board ofDirectors orcommittee thereof which au&orizes the contract ortransaction,orsolely because his ortheir votes are counted for such purpose,nor shall any Director or officer be under any liability to the Coiporation on account ofany such contract or transaction if: (1)the material facts asto his relationship or interest and astothecontract or transaction are disclosed or are known to the Board ofDirectors orthe committee,and the Board or coinmittee authorized the contract or transaction by the affiimative votes ofa majority ofthe disinterested Directors,even though the disinterested Directors be less than a quorum;or (2)the contract ortransaction is fair as to the Coiporation as of the time itis authorized,approved orratified,bythe Board ofDirectors,ora committee thereof. Common or interested directors may be counted in determining the presence ofa quorum at a meeting ofthe Board ofDirectors orofa committee which authorizes the contract ortransaction. (1)The Coiporation shall,to the extent legally permissible,indemnity any person serving or who has served as a Director or officer ofthe Coiporation,or at its request as a Director or officer of any organization,or at its request in any capacity with respect to any employee benefit plan,and may iridemnify an employee or other agent who has so served,against all liabilities and expenses, including amounts paid In satisfaction of judgments,in compromise or as fines and penalties,and' counsel fi^,reasonably incurred by him in connection with the defense or difpositron of any action,suit or other proceeding,whether civil or criminal,in which he may be involved or with vdiich he may be threatened,while in office or thereafter,by reason of his being or having been such aDirector or officer (or in any capacity with respect to any employee benefit plan),except widj respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable beliefthat his action wasinthebest interests of the Corporation (or,tothe extent thatsuch matter relates to service with respect toan employee benefit plan),in the best Interest ofthe participants or beneficiaries of such employee benefit plan; provided,however,thatas toany matter disposed ofbya compromise payment bysuch person, pursuantto a consentdecreeor otherwise,no indemnification eitherforsaidpaymentor for any other expenses shallbeprovided unless such compromise and indemnification therefor shallbe approved: (i)bya majority voteofa quorum consisting of disinterested Directors; (ii)if such a quorum cannot be obtained,then bya majority voteofa committee of theBoardof Directors consisting ofail the disinterested Directors; (iii)if there arenot two ormore disinterested Directors in office,thenbya majority ofthe Directors thenin ofTicc,provided theyhave obtained a written finding by special independent legal counsel appointed bya majority ofthe Directors tothe cfTect that,based upon a reasonable investigation of therelevant factsas described insuch opinion,the person tobe indemnified appears to have actedingood faith inthe reasonable beliefthathis action was In the best interests ofthe Corporation (or,tothe extent thatsuchmatterrelates to service with respect to an employee benefit plan,inthe best interests ofthe participants or beneficiaries of such employee benefit plan);or (iv)byacourtof competent jurisdiction. If authorized inthe manner specified above for compromise payments,expenses including counsel fees,reasonably incurred byanysuch person in connection with the defense or disposition ofany such action,suitor other proceeding may be paid fi"om time to time by the Corporation in advance of the final disposition thereofupon receipt of(a)an affidavit ofsuch individual of his good faith beliefthathehasmetthe standard of conduct necessary for indemnification underthis Article,and (b)an undertaldng by such individual to repay the amounts so paid to the Corporation ifitis ultimately determined that indemnification forsuch expenses isnot authorized by lawor under this Article,which undertaking may be accepted without reference to the financial abilityof such person tomake repayment. The right of indemnification hereby provided shall notbe exclusive oforaffectanyother rights to which anysuch indemnified personmaybe entitled.Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than the persons designated in this Article maybe entitled by contract,byvoteofthe Board of Directors,or otherwise under law. Asusedhereinthe terms "person,""Director,""officer,"employee,"and "agent"include theirrespectiveheirs,executors and administrators,andan "interested"Directoror officeris one against whom insuch capacity the proceedings in question or odier proceedings onthesameor similar pounds is then pending. If any term or provision hereof,ortheapplication thereof to any person orcircumstances, shall to any extent beheld invaUd orunenforceable,the remainder hereof,or the application of such termor provision to persons or circumstances other than those asto which itisheld invalid or unenforceable,shall notbeaffected thereby,and each term and provision hereofshall be held valid and be enforc^to the fullest extent permitt^by law. (m)All references herein to(i)the Internal Revenue Codeshallbe deemed torefertothe Internal Revenue Code of 1986,as now in force or hereafter amended,(ii)any chapter of the Massachusetts General Laws shall bedeemed to refer to said chapter as now in force or hereafter amended,and (iii)particular sections ofthe Internal Revenue Code or Massachusetts General Laws shall bedeemed to refer to similar or successor provisions hereafter adopted. DWLIBDB'i2l76IS.vl-9998n4 DWUBOB2I76ISVI 9998A4 ARTICLE V T1:c cflcctiix date ofthe Hcmicd Articles ofOrganization ofthe corporation shall be the date approved and Died by the Secretary uf the Commotinralth Ifa laur clTectiir date is dcstret!.specify such date tvhich shall not be nture than chinv days after the date of(iliiig ARTICLE VI The informaiioit contained in Article VIIsnota permanent partoftheArticles ofOrganization. a.ITie street address (poit office boxes are not acceptafale)ofthe principaf office ofthe corporation inMamthumu is: 68 North St.,Hyannls.MA 02601 b.Hiename,residential address and post office address ofeach director and officer oftheeorporatlon isasfollows: NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS President: Tteasurcr. Ctcrk; Direciurs: (ui ufficcis luving the puwvis of directors} r(\cit(ro c.1heliiLal year ofthecorporation shall endon the last day of the month of:Ssptembef d 'Ihe name and busmcis address ofthe residetii agent,ifany.ofthe curpontiun is: **Wc further certify that the foregoing Restated Articles ofOrganization affect noamendments to the Articles ofOrganization of the corporation at heretofore amended,except amendments tothe fotlowing articles.Briefly describe afflendmenit below: SIGNED UND ^ytoA TIESOF PERJURY,this i-Aj- 'IV/ri/lAr uuffSiW*ii«dV *'Ij^nnn «.*•mk anuttdrnttat,luie 'AW* .20 IS .'President f 'Vice President 'Ocrk / 'Assistant Clerk. Community ActionCommitteeofCape Cod Sc.Islands, Inc. Officers and Directors David Willard President and Director 19WestRoad.Orleans.MA02653 Tom Lacey Treasurer and Director 115 ScrantOD Ave.,Falmouth,MA 02540 Mary Pat Messmer Clerk and Director 83 Pearl St.Hyannis,MA 02601 Carlos Barbosa Director 3580 Rt 6A,Bamstable.MA 02630 Alicia Ewtng Director 129 MainSt..Centerville,MA 02632 Sarah Manning Director 1471 lyanough Rd,Hyannis.MA 02601 Robert Macaliister Director 20 Independence Dr.,Hyannis.MA 02601 Margaret Pena Director 183 Enterprise Rd,Hyannis,MA 02601 Kaihy Qoatromoni Director 3231 Main St,BamstableVil,MA02630 Adelaide Queeney Director }58 Scutter Bay,Centerville,MA 02632 Royden Richardson Director 129MainSt.,CenteiYiUe,MA 02632 Susan Rohrbach Director MainSt.,Centerville,MA02632 Leslie Scheer Director 176CoveRoad,Centerville,MA02632 CommunityAction Committee ofCapeCod&Islands,Inc. Changes to Articles ofOrganization 1.Amend AiticleIIto restate the puiposes ofthe Coiporation. 2. AmendArticle III toidentityJob Training and Employment Coiporation as thesole member ofthe Coiporation. 3.Amend Article IVto update the 'otherlawful provisions'section ofthe Articles. DWLIBDB\286l38.vl.i266«0 1248318 THE COMMONWEALTH OF MASSACHUSETTS RESTATED ARTICLES OF ORGANIZATION (Geoeral Laws,Chapter 180,Section 7) I hereby approve the within Restated Articles of Organization and, the filing fee In the amount eft 23*^ articles are deemed to have been filed with me this 'day of .20-^5"• ired^ed to ^ftive Datt:, WILLIAM FRANCIS GALVIN Seaetary eftheCmmonwealtb TO BE HLLED IN BY CORPORATION Conua Infonnaciont RodneyG.Hoffman,Esq 97 Cochrane SL MelFose.MA02176 Telephone: Eroaij- 781-35(H)892 Acopy ihb filing witi beavailzble on-line atwwwjiate.nn.us/sec^cor once (he document is filed. O O ro 79 ,£ O <r o 1 cn 2 < I.•o cp I c**?• c-V • I i it pr '!.. ri T r 1 1 1 >.C FORM CD 180 Rev.3-79 20M-I I-8I.D907806 OlflmmottUJFallli at miaaBarljuaPtta MICHAEL JOSEPH CONNOLLY ONE ASHBURTON PLACE,BOSTON,MASS.02108 ARTICLES OF ORGANIZATION (Under G.L Ch.ISO) Inccrporatcrs NAME RESIDENCE /nciude given name in full in case of natural persons; in case of a corporation, give state of incorporation. Joel E.Bums John Edwards David Chase Hyinan Mohel Dr.Barbara F.Dubin 439 Gulf Rd.,Vfest,So.Dartanouth,MA 75 Handy Rd,,Pocasset,MA 139 West Bay Rd.,Osterville,MA 243 Hawthorn St.f IJew Bedford,MA 20 Beverly St.,No.Dartmouth)MA The above*namcd incorporatoi(s)do hereby associate (themselves)with the intention of forming a corporation underthe provisions of General Laws. Chapter 180 and hereby state(s): I.The name by which the corporation shall be known is: New Bedford/Cape Cod &Islands Private Industry Council Inc. h2 3 V-/ 2. The purposesfor which the corporationis formedis as follows: To organize and operate programs for the civic purpose of education and train ing,to apply,receive and administer funds in furtherance of goals including but not lijiiiti^to education and training and to prepare youth and unskilled adults for entry into the labor force and to afford job training and education to those economically disadvantaged individuals and other individtaals facing barriers to emplpytient idio are in special need of such training to obtain and retrain pro ductive employment. In general,to have and exercise all of the powers conferred upon non profit corporations under Chapter 180 of General Laws of the Cairoonwealth of Massachusetts,and to,both,carry on any activity in connection with,and to do anything necessary or appropriate to acocmplish any of the foregoing purposes to the extent permissible under the Laws of the Cksimonwealth of Massachusetts,all to the extend not inconsistent with the requiranents contained in Sec.501 (c)(3)of the Internal Revenue Code of 1954,as amended, and the regulations pronulgated thereunder,and not inconsistent with any other provisions of these Articles of Organization. ftS 001633 Note:Ifthe space providedunderanyarticleoritemonthisformis insufTlcient,additionsshallbesetforthonseparate 81/2x11 sheetsofpaper leaving alefthand margin ofatleast I inchfor binding.Additions tomorethanonearticlemaybe continued ona singlesheet so longas each article requiring each such addition isclearly indicated. 3.ir the corporation has morethan one class of members,the designation of such classes,the mannerof electionor appointment,theduration of membership andthequalification andrights,including voting rights,of the members ofeach class,are as follows:• CD Matibers -i^jpointed by the Mayor of New Bedford,representing elected officials in accordance with Section 102 of the Job Training Partnership Act )PL97-300);tenns are for one,two,and three years;inonbers have voting rights on motions before the PIC and its subccmnittees;mgnbers may delegate voting privi- ledges to a representative. (2).l^sociate Members -T^ipointed by the Mayor of New Bedford upon the reoamiendation of the PIC;terms are for one,two aiKl three years;Associate members have no voting rights on motions before the PIC. *4.Other lawful provisions,if any,forthe conduct and regulation ofthe business and affairs ofthe corporation,forits voluntary dissolution,or for limiting,defining,or regulating thepowers ofthecorporation,orofitsdirectors or members, or of any class of members, arc as follows:- To purchase,lease,or otherwise acquire,to construct,erect,build qperate or manage and to sell,lease,rent,mortgage,convey or otherwise di^ge of real,personal,or mixed property of every nature and description. To elect,ajpoint,and aiploy officers,agents,and employees to conduct its activities,to receive,maintain and administer funds of real,personal,or mixed property of every nature and description \>hether acquired by gift,loan, bequest or otdierwise,and generally to do any and all things in fur^erance of the foregoing purposes;provided,however,that no part of the net earnings of the corporation shall inure to the benefit of any member^officer,or direc tor,or-private individual shall be entdtled to share in the distribution of any part of the assets or property of the Corporat:ion,vd:ietdier in liquidatu.on, dissolution or othervri.se.Upcm dissolutriion of the corporation or the winding up of its affairs,all of its assets and property ranaining after payment of all of its liabilities shall be disposed of ly being transferred to such other charitable,religious,scientific,literary or educational organization or crganizaticms which are then exenpt under Section 501 Cc)(3)of the Internal Revenue Code of 1954,as amended,and v^ch are devoted tio aims similar to those of this Corporatifafi in such manner as may be determined by the Board of Directors. To have and exercise all rights and powers conferred on charitable corporations organized under the provisions of Chapter 1^0 of the Massachusetts General Laws,as it may from time to time be amended. These articles shall be consturued so as to limit the purposes of the organization for purposes specified in Section 501 (c) (3) and the organization shall not be empowered to engage in activities vMch in themselves are not in furtherance of or^or more such exeipt purposes. •If ihcre arc no provisionsstate "None". 5.By-laws of the corporation have been duly adopted and the initial directors,president,treasurer and clerk or other presiding,financial or recording olTicers whose names arc set out below,have been duly elected. 6. The efTcctive dateoforganizationofthecorporationshallbethedate ofllling withthe Secretary oftheCommonwealthor if later date is desired,specify date,(not morethan 30 days aOerdate of filing). 7. The following informationshall notforanypurposebe treated as a permanentpartoftheArticlesofOrganizationof the corporation. a. The post office address of the initial principal office of the corporation in Massachusetts is: P.O.Box A-2102 New Bedford,MA 02740 b. The name,residence, and postoffice address ofeachof theinitialdirectors and followingofficers ofthecorporation are as follows: NAME RESIDENCE POST OFFICE ADDRESS President:Joel E.Bums 439 Gulf Kd.West So.Dartanouth,MA Treasurer;Barbara Dubin 20 Beverly St.No.Dartmouth,MA Clerk:John Edwards 75 Handy Rd.Pocasset,MA Directors: (or officers having the powers of directors) Barbara Dubin David E.Chase " Hyonan Mohel '""' John Edwards c. The date initially adopted on which the corporation*s fiscal yearends is: June 30 d. The date initially fixed in the by-laws fortheannual meeting of members of the corporation is: Third Thursday in October e. The name and business address of the resident agent, if any, of the corporation is: IN WITNESS WHEREOF,and under the penalties of peijury the INCORPORATOR(S)sign(s) these Articlesof Organization this (ITH day of January .19 85 I/We thebelowsigned INCORPORATORSdoherebycertifyunderthepainsandpenaltiesofpeijurythatI/We havenot beenconvictedofanycrimes relatingtoalcoholor gamingwithinthepasttenyears;I/We dohereby furthercertifythattothebest :mr knowledge the abovenamed principal officers havenot been similarly convicted.If so convicted,explain. ,/ The sig^ure ofeach incorporator which isnot a natural person must bebyan individual who shall show the capacity inwhich he acts by signing shall represent under the penalties of peijury thatheis duly authorized onitsbehalfto sign these Articles of Organization. SECRETARY OF THE COMMONWEALTH ilSS Jf,«lb A»Ol| CORPORATION DIVISloP^COMMONWEALTH OF MASSACHUSETTS I w.•I. ARTICLES OF ORGANIZATION GENERAL LAWS,CHAPTER 180 ^I. Effective dale I hereby certify that,upon an examination ofthe within-written articlesof organization,dulysubmitted to me, it appears that the provisions of the General Lawsrelativeto theorganizationofcorporationshave beencomplied with,andIherebyapprove saidarticles: andthe filing feeintheamountof S30.00 havingbeen paid,said articles are deemed t^avc been filed with me ihis <lay of MICHAEL JOSEPH CONNOLLY Secretary of State TO BE FILLED IN BY CORPORATION PHOTO COPY OF articles OF ORGANIZATION TO BE SENT TO: 'Joel E.Bums ;c/p P.p,..Bck.ftT2ip2 . New .Bedford^'.MA.fl27.40. Telephone ..??6-1565 ... Filing Fee $30.00 Copy Mailed