of commerce, who shall examine them and if he finds that they conform to
the requirements of this act, shall so certify and endorse his approval there-
on. Thereupon, the articles of amendment shall be filed in the office of the
secretary of the commonwealth and no such amendment shall take effect
until such articles of amendnnent shall have been filed as aforesaid.

Prior to or within sixty days after the effective date of any legislative
amendment to this charter, the approval of such amendment shall be voted
on by the stockholders and the members of the corporation at a meeting duly
called for the purpose. If such amendment is not approved by the affirma-
tive vote of two thirds of the votes to which the stockholders shall be en-
titled and two thirds of the votes to which the members shall be entitled, any
member voting against the approval of such amendment shall have the right
to withdraw from membership as provided in section eight. Within thirty
days after any meeting at which a legislative amendment has been voted on,
a certificate signed and sworn to by the clerk or other recording officer of
the corporation, setting forth the action taken at such meeting with respect
to such amendment, shall be filed in the office of the secretary of the com-
monwealth.

SECJTKMI 11. The business and affairs of the corporation shall be man-
aged and conducted by a board of directors, a president, a treasurer, and
such other officers and such agents as the corporation by its by-laws shall
authorize. The board of directors shall consist of such number, not less
than fifteen or more than eighteen, as shall be determined in the first in-
stance bv the incorporators and thereafter annually by the members and the



Part I



stockholders of the corporation. The board of directors may exercise all
the powers of the corporation except such as are conferred by law or by the
by-laws of the corporation upon the stockholders or members and shall
choose and appoint all the agents and officers of the corporation and fill all
vacancies except vacancies in the office of director which shall be filled as
hereinafter provided. The board of directors shall be elected in the first
instance by the incorporators and thereafter at each annual meeting of the
corporation, or, if no annual meeting shall be held in any year at the time
fixed by the by-laws, at a special meeting held in lieu of the annual meet-
ing. At each annual meeting, or at each special meeting held in lieu of the
annual meeting, the members of the corporation shall elect two thirds of the
board of directors and the stockholders shall elect the remaining directors.
The directors shall hold office until the next annual meeting of the corpora -
tiorj or special meeting held in lieu of the annual meeting after their elec-
tion and until their successors are elected and qualified unless sooner re-
moved in accordance with the provisions of the by-laws. Any vacancy in the
office of a director elected by the members shall be filled by the directors
elected by the members, and any vacancy in the office of a director elected
by the stockholders shall be filled by the directors elected by the stock-
holders.

Directors and officers shall not be responsible for losses unless the same
shall have been occasioned by the wilful misconduct of such directors and
officers.

SECTIOH 12. Each year the corporation shall set apart as earned surplus
not less than ten per cent of its net earnings for the preceding fiscal year un-
til such surplus shall be equal in value to one half of the amount paid in on
the capital stock then outstanding. Whenever the amount of surplus estab-
lished herein shall become impaired, it shall be built up again to the re-
quired amount in the manner provided for its original accumulation. Net
earnings and surplus shall be determined by the board of directors, after
providing for such reserves as said directors deem desirable, and the di-
rectors' determination made in good faith shall be conclusive on all persons.

SECTION 13. The corporation shall not deposit any of its funds in any bank-
ing institution unless such institution has been designated as a depository
by a vote of a majority of the directors present at an authorized meeting of
the board of directors, exclusive of any director who is an officer or direc-
tor of the depository so designated.

The corporation shall not receive money on deposit.

SECTION 1U» The corporation shall be subject to the examination of the com-
missioner of commerce, and shall make reports of its condition not less
than annually to said commissioner, who in turn shall make copies of such
reports available to the comnnissioner of insurance and to the commissioner
of banks, and the corporation shall alsx) furnish such other information as
may from time to time be required by the connmissioner of commerce.

SECTION 15. The first meeting of the corporation shall be called by a no-
tice signed by three or more of the incorporators, stating the time, place
and purpose of the meeting, a copy of which notice shall be mailed, or de-
livered, to each incorporator at least five days before the day appointed for
the meeting. Said first nneeting may be held without such notice upon agree-
ment in writing to that effect signed by all the incorporators. There shall
be recorded in the minutes of the meeting a copy of said notice or of such
unanimous agreement of the incorporators.



P.D. 9



At such first meeting the incorporators shall organize by the choice, by
ballot, of a temporary clerk, by the adoption of by-laws, by the election by
ballot of directors, and by action upon such other matters within the powers
of the corporation as the incorporators may see fit. The temporary clerk
shall be sworn and shall make and attest a record of the proceedings. Ten
of the incorporators shall be a quorum for the transaction of business.

Whenever the certificate required by section thirteen of chapter one hun-
dred and fifty-five of the General Laws has been filed in the office of the
secretary of the commonwealth, said secretary shall issue and deliver to
the incorporators a certified copy of this act under the seal of the common-
wealth, and said corporation shall then be authorized to commence busi-
ness, and stock thereof to the extent herein or hereafter duly authorized
may from time to time be issued.

SECTION 16. The corporation shall not be subject to any of the provisions
of chapter sixty-three of the General Laws as presently enacted or here-
after amended, nor to any taxes based upon or measured by income which
may be hereafter enacted whether by the commonwealth or any subdivision
thereof; and the securities, evidences of indebtedness and shares of the
capital stock issued by the corporation established under the provisions of
this act, their transfer, and income therefrom, and deposits of financial
institutions invested therein, shall at all times be free from taxation within
the commonwealth.

Any stockholder, member, or other holder of any securities, evidences
of indebtedness, or shares of the capital stock of the corporation who real-
izes a loss fronn the sale, redemption, or other disposition of any securi-
ties, evidences of indebtedness, or shares of the capital stock of the cor-
poration, including any such loss realized on a partial or complete liq-
uidation of the corporation, and who is not entitled to deduct such loss in
computing any of such stockholder's, member's, or other holder's taxes
to the commonwealth, shall be entitled to credit against any taxes subse-
quently becoming due to the commonwealth from such stockholder, member,
or other holder, a percentage of such loss equivalent to the highest rate of
tax assessed for the year in which the loss occurs upon mercantile and
business corporations, as referred to in section two of chapter sixty-three
of the General Laws.

SECTION 17. The provisions of chapter one hundred and ten A of the Gen-
eral Laws as presently enacted or hereafter amended shall not apply to the
shares of the capital stock, bonds, debentures, notes, evidences of indebt-
edness, or any other securities, of this corporation.

SECTION 18, The period of duration of the corporation shall be fifty years,
subject, however, to the right of the stockholders and the members to dis-
solve the corporation prior to the expiration of said period as provided in
section nineteen.

SECTION 19. The corporation may upon the affirmative vote of two thirds
of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled, petititon for its dissolution by
order of the supreme judicial or superior court, in the manner provided in
section fifty of chapter one hundred and fifty-five of the General Laws.
Upon any dissolution of the corporation none of the corporation's assets
shall be distributed to the stockholders until all sums due the members of
the corporation as creditors thereof have been paid in full.



Part I



SECTION 20. If the corporation shall fail to commence business within
three years from the effective date of this act, then this act shall become
null and void.

SECTION 21. Under no circumstances is the credit of the commonwealth
pledged herein.

SECTION 22. The provisions of this act are severable, and if any of its
provisions shall be held unconstitutional by any court of competent juris-
diction, the decision of such court shall not affect or impair any of the re-
maining provisions.

SECTION 23. This act shall take effect upon its passage.

Approved July 3, 1953



CHAPTER 64.7 - AN ACT RELATIVE TO URBAN REDEVELOPMENT CORPORATIONS, THE
HOUSING AUrHORITY LAW, AND THE CLEARING OF SLDbB AND RE-
DEVELOPMENT OF URBAN AREAS.

Whereas, The full benefits of federal legislation relating to loans in-
sured or guaranteed by the federal government are not now available to
urban redevelopment corporations and redevelopment authorities; there-
fore this act is hereby declared to be an emergency law, necessary for
the immediate preservation of the public safety.

Be it enacted, etc., as follows:

SECTION 1. Chapter IZIA of the General Laws is hereby amended by
striking out sections 1 to 3, inclusive, and inserting in place thereof the
following three sections:

Section 1. The following terms wherever used in this chapter shall,
unless a different meaning clearly appears from the context, have the fol-
lowing meanings :

"Housing board" or "board", the state housing board established under
section sixty-four of chapter six.

"Project", any undertaking consisting of

(1) The construction in sub-standard, decadent or blighted open areas in
which the land has been assembled and cleared in accordance with the pro-
visions of this chapter or chapter one hundred and twenty-one of decent,
safe and sanitary dwellings and such appurtenant or incidental facilities as
shall be in the public interest; and

(Z) The maintenance and operation of facilities so constructed.

A "project" may include any one or more of the following:

(a) Acquisition and assembly of the land (and buildings and structures and
and other improvements thereon, if any) within a decadent, sub-standard or
blighted open area;

(b) Clearance of the land within a decadent, sub -standard or blighted open
area;

(c) Installation, construction, reconstruction of public and private ways,
public utilities and services, and site improvements essential to the prepara-
tion of land so cleared for beneficial redevelopment;

(d) Acquisition, assembly and clearance of land, buildings or structures
not in themselves sub-standard, decadent, or blighted if their inclusion is
necessary for the clearance, redevelopment, reconstruction or rehabilita-
tion of a sub-standard, decadent or blighted open area.



P.D. 9



"Zoning ordinance or by-law", any special statute establishing zoning reg-
ulations in one or more cities, towns or districts, or any ordinance or by-
law adopted under authority of sections twenty-five to thirty B, inclusive, of
chapter forty,

"Sub-standard area", an area wherein dwellings predominate which, by
reason of dilapidation, overcrowding, faulty arrangement or design, lack of
ventilation, light, or 3anitation facilities or any combination of these factors,
are detrimental to safety, health or morals.

"Decadent area", any area which is detrimental to safety, health, morals
or welfare because of the existence of buildings which are out of repair,
physically deteriorated, unfit for human habitation, or obsolete, or in need
of major maintenance or repair, or because much of the real estate in re-
cent years has been sold or taken for nonpayment of taxes or upon fore-
closure of mortgages, or because buildings have been torn down and not re-
placed and in which under existing conditions it is improbable that the build-
ings will be replaced, or because of a substantial change in business or eco-
nomic conditions, or because of inadequate light, air, open space or exces-
sive land coverage; or by reason of any combination of any of the foregoing
conditions.

"Blighted open area", any predominantly open area which is detrimental
to safety, health, morals or welfare because it is unduly costly to develop
it soundly through the ordinary operations of private enterprise and which
is to be developed for predominantly residential purposes by reason of the
existence of physical conditions including, but not by way of limitation, the
presence of ledge or rock, the existence of unsuitable soil conditions, the
necessity of unduly expensive excavation, fill or grading or of the construc-
tion of unduly expensive retaining walls, or the necessity of undertaking un-
duly expensive measures for the waterproofing of buildings or for the drain-
age of the area or for the prevention of the flooding thereof or for making
the same appropriate for sound development; or by reason of obsolete, in-
appropriate or otherwise faulty platting or subdivision, deterioration of site
improvements or facilities, diversity of ownership of plots, inadequacy of
transportation facilities or other utilities; or by reason of a substantial
change in business or economic conditions or practices, or tax and special
assessment delinquencies; or by reason of any combination of any of the
foregoing conditions, and which substantially impairs the sound growth of
the community.

Section 2. It is hereby declared that sub-standard, decadent or blighted
open areas exist in certain cities and towns in this commonwealth, and that
each of such areas constitutes a serious and growing menace, injurious and
inimical to the safety, health, morals and welfare of the residents of the
commonwealth; that the existence of each of such areas contributes substan-
tially to the spread of disease and crime, necessitating excessive and dis-
proportionate expenditure of public funds for the preservation of the public
health and safety, for crinne prevention, correction, prosecution, punish-
ment, and the treatment of juvenile delinquency and for the maintenance of
adequate policy, fire and accident protection and other public services and
facilities, constitutes an economic and social liability, substantially impairs
or arrests the sound growth of cities and towns, and retards the provision of
housing accommodations; that each of such areas decreases the value of pri-
vate investments and threatens the sources of public revenue and the finan-
cial staoility of communities; that because of the economic and social in-
terdependence of different communities and of different areas within single
communities the redevelopment of land not only in sub-standard areas but
also in decadent and blighted open areas in accordance with a comprehensive



Part I



plan to promote the sound growth of the community is necessary in order to
achieve permanent and comprehensive elimination of existing slums and sub-
standard conditions and to prevent the recurrence of such slums or condi-
tions or their development in other parts oi,the community or in other com-
munities; and that the redevelopment of blighted open areas promotes the
clearance of sub-standard and decadent areas and prevents their creation
and occurrence; that the menace of such sub-standar _1, decadent or blighted
open areas is beyond remedy and control solely by regulatory process in the
exercise of the police power and cannot be dealt with effectively by the ordi-
nary operations of private enterprise without the aids herein provided; that
the acquisition of property for the purpose of eliminating sub-standard, de-
cadent, or blighted open conditions thereon and preventing recurrence of such
conditions in the area, the removal of structures and improvement of sites,
and disposition of the property for redevelopment incidental to the foregoing,
the exercise of powers by housing authorities or redevelopment authorities
and any assistance which may be given by cities and towns or any other pub-
lic bodies in connection therewith, are public uses and purposes for which
public money may be expended and the power of eminent domain exercised;
that a public exigency exists which make ^ the acquisition, planning, clear-
ance, rehabilitation or rebuilding of such sub-standard, decadent, or blight-
ed open areas for residential and appurtenant or incidental facilities a pub-
lic use and benefit for which private property may be acquired by eminent
domain or regulated by wholesome and reasonable orders, laws and direc-
tions; and the necessity in the public interest for the provisions hereinafter
enacted is hereby declared as a matter of legislative determination.

It is hereby further declared that in many areas throughout the common-
wealth there is a shortage of decent, safe and sanitary dwellings properly
planned and related to facilities for governmental, social, business, com-
mercial, cultural, and recreational purposes; that this condition is most
extreme in communities where sub-standard, decadent, or blighted open
areas exist; that the aforesaid conditions cannot be corrected by the ordi-
nary operations of private enterprise without the aids herein provided; that
the provisions of this chapter will stimulate the investment of private cap-
ital in projects for the assembly and clearance of the land in sub-standard,
decadent or blighted open areas, and in the construction, maintenance and
operation on such land of needed decent, safe and sanitary dwellings prop-
erly planned and related to adequate and convenient appurtenant and inci-
dental facilities; that the construction, maintenance and operation of such
facilities on such land in such areas will assist in achieving permanent and
comprehensive elimination of existing slums and sub -standard conditions and
in preventing the recurrence or redevelopment of such conditions not only by
reason of the clearance and redevelopment of such land, but also by reason
of its future utilization for decent, safe and sanitary housing.

Section 3. Three or more persons may associate themselves by written
agreement of association in a form furnished or approved by the commis-
sioner of corporations and taxation with intent to form a corporation for the
purpose of undertaking and carrying out a project authorized and approved,
or to be authorized and approved, by the housing board. No such corpora-
tion shall undertake more than one project or engage in any other type of ac-
tivity.

The laws relative to corporations organized under and subject to chapter
one hundred and fifty-six, except section seven of said chapter, as far as
consistent with the provisions of this chapter and rules and regulations made
under authority thereof, shall apply to corporations so formed and such cor-
porations are hereby declared to be instrumentalities of the commonwealth.
Any corporation organized under this chapter may, if the written agree-



P.D. 9



ment of association shall so provide, operate as a co-operative corporation
in a manner similar to that provided in chapter one hundred and fifty-seven;
provided, however, that if there is any inconsistency between the provisions
of such chapter one hundred and fifty-seven and the provisions of this chap-
ter, the provisions of this chapter shall be controlling.

SECTION 2. Section 6 of said chapter 121 A, as appearing in section 1 of
chapter 654 of the acts of 1945, is hereby amended by striking out the first
two paragraphs and inserting in place thereof the following four paragraphs:

Whenever the housing board is asked to approve the formation of a cor-
poration under section three, it shall transmit the application to the nnayor
of the city or the selectmen of the town in which the proposed project is to
be located, and the mayor or the selectmen, as the case may be, shall re-
quest the planning board of such city or town, if there is any such board, to
make a report on such application.

Such planning board shall, after a public hearing of which reasonable no-
tice shall be given, make such determinations as may be required by the
provisions of section one and shall determine whether or not the proposed
project conflicts with the master plan of the city or town made by authority
of chapter forty-one, if such a plan has been made, and whether or not such
project would be in any way detrimental to the best interests of the public or
the city or town or to the public safety and convenience, or inconsistent with
the most suitable development of the city or town, and whether or not the
project will constitute a public use and benefit.

If the carrying out of a project will involve the destruction or rehabilita-
tion of buildings occupied in whole or in part as dwellings such planning
board shall determiine whether or not there is a feasible method for the tem-
porary relocation of families displaced from the project area and whether or
not there are, or are being provided, in the project area or in other areas
not generally less desirable in regard to public utilities and public and com-
merical facilities and at rents or prices within the financial means of the
families displaced from the project area, decent, safe, and sanitary dwell-
ings equal in number to the number of, and available to such, displaced fam-
ilies and reasonably accessible to their places of employment, and unless it
finds that there is such a feasible method and that such dwellings exist or
are being provided it shall not approve the project.

Such planning board shall submit to the mayor or the selectmen a report
which shall be open to public inspection, approving or disapproving the pro-
ject, together with its reasons for approval or disapproval. The mayor or
the selectmen shall transmit the report of the planning board to the housing
board together with his or their approval or disapproval of the project. If
there is no planning board in such city or town, the hearing herein pre-
scribed shall be held and the report made by the mayor or the selectmen.

SECTION 3. Section 10 of said chapter 12 lA, as so appearing, is hereby
amended by adding at the end of the following two paragraphs:

Notwithstanding any other provisions of this chapter or of any other law,
the assessors of the city or town in which a project is to be located may,
and upon the request of the housing board they shall determine for the pur-
poses of this section the maximum fair cash value of any proposed project.
Such determination may be made prior to the construction of the project.
Whenever any such deternaination shall have been made the fair cash value
of the real estate and tangible personal property of the corporation shall in
no event be valued for the purposes of this section in an amount exceeding
the fair cash value so determined, except upon a showing that the corpora-
tion has acquired additional real estate or tangible personal property and in



Part I



such event any such excess valuation shall be limited to the value of such ad-
ditional real estate and tangible personal property.

Real estate acquired by any such corporation by lease shall be subject to
taxation under chapter fifty-nine in the same manner and to the same extent
as if such real estate were wholly owned and occupied by a private person;
but anything in chapter fifty-nine to the contrary notwithstanding, all build-
ings and other things erected by any such corporation on, or affixed by any
such corporation to, any land acquired by such corporation by lease shall,
for the purposes of this section and of chapter fifty-nine, be deemed to be
tangible personal property of such corporation until the expiration or ter-