Pleasant Brook Neighborhood - Lexington Massachusetts

Pleasant Brook Association

In 1967, a land trust was established under Massachusetts law, which included a set of restrictions that were attached to the deeds of each property in the newly subdivided Pleasant Brook area, and defined an association that was to oversee and govern these restrictions through the trust. This declaration of trust was later amended in 1970 and 1972 to include an additional restrictions in the form of architectural and landscaping restrictions, which are legally enforceable. The declaration of trust states that: "The puroose of the Trust shall be to advance the common interest and pleasure of the beneficiaries as they are owners of and residents of homes erected" in Pleasant Brook. To this day, the Pleasant Brook Association continues to honor and administer the provisions laid out in these documents over fifty years ago.

The Pleasant Brook Association is comprised of a set of beneficiaries, who are the persons and commercial entities that are the owners of record of land in the Pleasant Brook area. Five of these beneficiaries act in an additional capacity as Trustees, who are the officers of the Association and administer its bylaws and other neighborhood functions. Trustees are elected to two year terms by a vote of the majority of the beneficiaries at the annual meeting of the Association, and three of the five trustees take on the roles of Association president, secretary, and treasurer. The declaration of trust states that the trustees shall, "act upon any and all matters that may arise in connection with restrictions... all to the end that the Pleasant-Brook Area may become and remain a pleasant and attractive place in which the beneficiaries will be happy to dwell." Toward this end, one of the primarily roles of the Trustees is to serve as the adjudicatory body for proposed changes to the land and homes by deed and the Association land trust.

The Association is governed by a set of by-laws and meets formally, generally during the annual meeting of the beneficiaries, and infomrally, at neighborhood-wide cookouts and other ad-hoc functions. The date of the annual meeting is selected by the Trustees and the beneficiaries are notified in writing no later than seven and no earlier than twenty-one days before the meeting. At the annual meeting the Trustees will provide updates on association iniativies, the state of the treasury, and raise any neighborhood issues for discussion among the beneficiaries, and will conduct an election for the successors for each Trustee whose term expires at the meeting. Candidates for election as Trustee are nominated either from the floor of the annual meeting or by written nomination delivered to the Trustees within seven days prior to the annual meeting. The Trustee election is taken by secret ballot vote and requires a majority of the votes cast by the beneficiaries present at the annual meeting. The trust places no limit on the number of two-year terms a beneficiary can serve as Trustee, but it is recommended to have rotation among the Trustees over the years.

Pleasant Brook Association Bylaws

Below is the original text of the By-Laws of Pleasant Brook Association, which is a more detailed description of the summary above, and is included here in full form for completeness and reference purposes. Note that text that is italicized denotes text that is verbatim from the origiral legal documents (styling added for readability).

BY-LAWS OF PLEASANT-BROOK ASSOCIATION (10/27/71)

Identification

Pleasant-Brook Association. Pleasant-Brook Association (hereinafter referred to as the Association) is the trust established under the Declaration of Trust by Benjamin Franklin Homes, Inc., a Massachusetts corporation, and others, dated February 15, 1967 and recorded with Middlesex South District Registry of Deeds in Book 11303, Page 9, as amended by First Amendment thereto, dated November 1C, 1970 and recorded with said deeds in Book 11809, Page 511 (the said Declaration as so amended being hereinafter referred to as the Declaration of Trust)

Office. The office of the Association shall be the residence of the President for the time being of the Association.

Meeting of Voting Beneficiaries

Place. Every meeting of the Voting Beneficiaries of the Association (such Voting Beneficiaries being defined in Paragraph 3 of the Declaration of Trust) shall be held at Pleasant-Brook, so-called, in Lexington, Middlesex County, Massachusetts (the said Pleasant-Brook being hereinafter referred to as Pleasant-Brook or at some place reasonably convenient thereto.

Annual Meetings. The Annual Meeting shall be held during the second week of October on a day to be designated by the Trustees. The Trustees shall notify the Voting Beneficiaries as described below. The principal purpose of the Annual Meeting shall be to receive and consider a report from the Trustees on the operations of the Association during the past year and, in accordance with Paragraph 6 of the Declaration of Trust and below, to elect a successor to each Trustee whose term shall expire at the meeting.
If for any reason the Annual Meeting of the Voting Beneficiaries shall not be held as hereby provided, the Trustees shall, as soon as feasible after the above designated time call a special meeting of the Voting Beneficiaries to transact the business of the Annual Meeting.

Special Meeting. Special meeting of the Voting Beneficiaries shall he held at the call of the Trustees acting (a) upon their initiative, (b) upon the written request of at least ten percent (10\%) of the Voting Beneficiaries, or (c) upon the request of any Voting Beneficiary duly made in accordance with and for the purpose of Paragraph 5 of the Declaration of Trust.

Notice. To every Voting Beneficiary the Trustees shall, no later than seven (7) nor earlier than twenty-one (21) days before the meeting, give written notice of the place, day and hour of each meeting of the Voting Beneficiaries and also, in the case of any special meeting, the purpose or purposes thereof; but no notice of any adjourned meeting shall be required to be given. The notice hereby required shall be deemed to have been given when delivered in person or mailed first-class postage prepaid to the address of the Voting Beneficiary appearing on the register of the Trustees. A waiver of such notice signed by any Voting Beneficiary, whether such signing shall be before or after the time stated in the Waiver, shall be equivalent to giving such notice; and attendance by any Voting Beneficiary, whether in person or by proxy, at any meeting shall constitute a waiver of notice of the meeting.

Quorum. A quorum at any meeting of the Voting Beneficiaries shall consist of no fewer than ten (10) Voting Beneficiaries present in person and representing in person or by proxy a majority of the Voting Beneficiaries. Any meeting called to order with a quorum present may continue to do business until adjournment notwithstanding any subsequent withdrawal of enough Voting Beneficiaries to leave fewer than a quorum present; but any meeting called to order without a quorum present shall have power only to adjourn.

Proxies. Except as otherwise required by Paragraph 5 of the Declaration of Trust, any Voting Beneficiary may, at any meeting of the Voting Beneficiaries, vote by written proxy dated and signed by the Voting Beneficiary or his duly authorized agent and presented to the secretary of the meeting; but no proxy shall be valid after six (6) months from the date of its execution unless otherwise provided in the proxy.

Order of Business. Unless otherwise required by the Declaration of Trust or these By-Laws, the order of business and procedure at each meeting of the Voting Beneficiaries shall be determined by the then current edition of Robert's Rules of Order.

Trustees

Nomination. Candidates for election to the Office of Trustee shall be nominated at the Annual Meeting only (a) from the floor at the Annual Meeting of the Voting Beneficiaries or (b) by written nomination delivered to the Trustees either at the Annual Meeting or within seven days prior to the Annual Meeting.

Election. The election of any Trustee shall be by secret vote and shall require a majority of the votes cast in a ballot taken at the meeting of the Voting Beneficiaries held for the purpose of such election.

Vacancy. Vacancies within the Trustees which arise during the interval between Annual Meetings shall be dealt with as prescribed in Paragraph 6 of the Declaration of Trust.

Meetings. A meeting of the Trustees may be held at any time when three (3) or more of the Trustees shall gather after reasonable notice of the meeting shall have been given to the Trustees not present.

Record of Actions. The Trustees shall keep a written record of all actions taken by them. Such record shall be open to the inspection of any Voting Beneficiary.

Officers. From within their number who shall reside at Pleasant-Brook, the Trustees shall designate three (3) who shall be known as, respectively, the President, Treasurer and Secretary of the Association.
- The President, if present, shall preside at the meetings of the Voting Beneficiaries and of the Trustees. Otherwise, any Trustee may preside. The President shall also appoint and be a member of any committee of Voting Beneficiaries and Trustees which the Trustees may establish from time to time to advise them in administering the affairs of the Association.
- The Treasurer shall have charge of handling and accounting for all funds received and paid out by the Association and of preparing all financial reports of the Association.
- The Secretary shall have charge of giving to the Voting Beneficiaries and Trustees the various notices and reports required by the Declaration of Trust or those By-Laws and of keeping the minutes of all meetings of the Voting Beneficiaries and the record of all actions taken by the Trustees. He shall also have custody of and shall be responsible for keeping current the register of Voting Beneficiaries required by Paragraph 3 of the Declaration of Trust.

Deed Restrictions

Approval Required. All lots in Pleasant-Brook are subject to a uniform restriction which reads in part as follows : "After erection of the initial dwelling house to be erected on the... premises, no building, fence, wall, or other structure shall be erected upon and no major change shall be made in the landscaping of the premises except with the approval in writing of Pleasant-Brook Association ...".

Procedure for Seeking Approval. To seek such approval a record owner shall submit in duplicate to the Trustees a written description and plan or sketch from which the nature of the proposed building or landscaping project can be clearly determined; and each such application shall be reviewed and considered by the Trustees as promptly as feasible following such submission. To each applicant the Trustees shall give written notice of their action on his application, returning with such notice one copy of the description and plan or sketch submitted to them and keeping for their records the other copy; and failure to give such notice within thirty-one (31) days following submission of the application shall constitute approval by the Trustees of the application.

Amendments

How Made. These By-Laws may be amended at any meeting of the Trustees by majority vote of all the Trustees; except, however, that no such amendment (a) shall be so voted unless and until a reasonable opportunity for comment thereon shall have been given the Voting Beneficiaries and (b) shall become effective unless and until written copies thereof shall have been distributed to the Voting Beneficiaries.

Declaration of Trust

Below is the original text of the Declaration of Trust of Pleasant-Brook Association, which is a more detailed description of the summary at the top of the page, and is included here in full form for completeness and reference purposes. Note that text that is italicized denotes text that is verbatim from the origiral legal documents (styling added for readability).

DECLARATION OF TRUST OF PLEASANT-BROOK ASSOCIATION OF FEBRUARY 15, 1967 AS AMENDED BY FIRST AMENDMENT OF MARCH 10, 1970 AND BY SECOND AMENDMENT OF SEPTEMBER 6, 1972

This DECLARATION OF TRUST by BENJAMIN FRANKLIN HOMES, INC., a Massachusetts corporation, and HARMON S. B. WHITE, EDWARD GREEN and A. MORRIS KOBRICK, all of Newton, Massachusetts

WITNESSETH THAT:

WHEREAS we have received and hold in trust the sum of $25.00 and likewise expect to receive other moneys and properties likewise in trust and desire to set forth herein the trusts upon which said properties are and shall be held.

NOW THEREFORE we declare that we hold and shall hold said properties upon the following trusts and none other:

The name of this Trust shall be Pleasant-Brook Association and all business and affairs of the Trust shall be transacted in that name. Signature to any document in that name by any three of the Trustees shall be and constitute signature of all Trustees who are at that time Trustees.

The purpose of the Trust shall be to advance the common interest and pleasure of the beneficiaries as they are owners of and residents in homes erected upon the following land in the Town of Lexington, Massachusetts, namely: the land shown as lots numbered 69 through 91, both inclusive (and however said land may be resubdivided in the future), on a certain plan of land entitled "Peacock Farms Section VI Subdivision of Land in Lexington, Mass.", recorded in Middlesex South District Registry of Deeds, Book 11257, Page 595 (which land may be referred to hereinafter as the "Pleasant-Brook Area"); to hold such of the Pleasant-Brook Area as shall be conveyed to the Trust for the common benefit and use of the beneficiaries subject to such reasonable regulations as the Trustees shall from time to time provide; to consider and in the common interest of the beneficiaries to act upon any and all matters that may arise in connection with restrictions to which any of the Pleasant-Brook Area may be subject, including enforcement, modification or release of particular restrictions, all to the end that the Pleasant-Brook Area may become and remain a pleasant and attractive place in which the beneficiaries will be happy to dwell.

The beneficiaries shall be those persons and corporations who from time to time shall be owners of record of land in the Pleasant-Brook Area and those persons who are members of the families of such owners, who are domiciled in the Pleasant-Brook Area, and whose names have been given in writing to the Trustees from time to time by such an owner; provided, however, that only those beneficiaries who are owners of record of such land (which term shall not include mortgagees as such) shall be entitled to a vote upon the matters hereinafter set forth upon which beneficiaries may vote. Those beneficiaries entitled to vote are hereinafter referred to as the Voting Beneficiaries. Furthermore, no voting beneficiary shall have more than one vote. Any beneficiary who shall cease to be the beneficial owner of such land (other than land owned by the Trust) or shall cease to maintain his domicile on such land shall thereupon cease to be a beneficiary hereunder and shall no longer have any interest or right in or under this Trust. The Trustees shall keep a register of beneficiaries and shall enter therein the name of each person entitled to be a beneficiary hereunder. The Trustees shall also, upon request in writing from any person entitled thereto, make notation in such register that such person is a Voting Beneficiary and shall make notation therein as to those persons who shall cease to be beneficiaries or shall cease to be Voting Beneficiaries. For all purposes of this Trust, only those persons appearing to be beneficiaries or Voting Beneficiaries upon said register shall be considered to be beneficiaries or Voting Beneficiaries.

The Trustees shall have full power to hold any land comprised within the Pleasant-Brook Area; to erect and maintain structures thereon for the purposes of the Trust; to make the same available for purposes of recreation to beneficiaries; to enclose portions thereof owned by the trust and to beautify the same with gardens, lawns, ornamental waters, or the like; to make and enforce reasonable regulations governing the use of trust land by the beneficiaries; to invest and reinvest all moneys and securities belonging to the Trust in any form they deem desirable whether or not such investment be permitted by law either as to kind or as to amount; to sell, mortgage, loan, encumber or hypothecate in their discretion upon such terms as they deem wise any personal property belonging to the Trust and any land not comprised within the Pleasant-Brook Area; to hold any securities in the name of a nominee or nominees without disclosure that they are held in trust; to enter into contracts of every sort relative to the property of the Trust; to employ agents, servants and counsel and pay for services rendered under such employment; to borrow money and give notes therefore; and generally, subject to the provisions of paragraph 5 hereof, to deal with the Trust property as if they were the absolute owners thereof free of all trust. No Trustee shall be required to give security nor shall any Trustee be liable for any act or omission other than his own wilful default, dishonesty or gross negligence.

Any action which Pleasant-Brook Association may be permitted to take with reference to any restriction in the deed to any parcel of land in Pleasant-Brook Area, as heretofore described, may be taken only by the affirmative vote of a majority of the Trustees, subject, however, to the following condition: If within twenty-one (21) days following any such action by the Trustees, the beneficiary of any such parcel affected by such action shall request in writing that such action be reviewed by all of the voting beneficiaries for such purpose. Such meeting shall be held in the Pleasant-Brook area or at some other place reasonably convenient thereto within thirty (30) days following receipt of such request. The call for the meeting shall be by written notice which shall contain a summary statement of the action to be reviewed and shall be mailed or delivered to each Voting Beneficiary at least seven (7) days before the date for the meeting. The action of the Trustees shall be deemed to be final and binding unless at such meeting a majority of all the Voting Beneficiaries shall have been present in person and shall have voted to disapprove or modify such action. A certificate signed and acknowledged by any three of the Trustees specifying any such action with reference to any of the said restrictions and the manner in which it shall have been taken shall be conclusive upon all persons whomsoever as to the existence of all facts recited therein.

There shall be five (5) Trustees hereunder. Trustees shall be elected to two (2) year terms by a majority of the votes cast by the Voting Beneficiaries at annual general meetings of the Voting Beneficiaries. Annual general meetings shall be called in the manner specified in Paragraph 5 of this declaration. Any trustee may resign by giving the other Trustees written notice of his resignation. Whenever any vacancy shall arise within the trustees during the interval between annual general meetings of the Voting Beneficiaries, the Trustees may, in their sole discretion (a) call a special meeting of the Voting Beneficiaries, in the manner specified in Paragraph 5 of this declaration, for the purpose of electing a trustee to serve for the unexpired term of the vacant office or (b) permit the vacancy to continue until the next annual general meeting of the Voting Beneficiaries when it shall be filled or (c) appoint a Trustee to serve until the next general meeting of the Voting Beneficiaries when the Voting Beneficiaries shall elect a Trustee to serve for the unexpired term of the office which had been vacated. Action on any matter other than under the provisions of paragraph 9 hereof by a majority of the Trustees for the time being shall constitute action by all Trustees, provided, however, that no Trustee shall be personally liable for any action taken by any other Trustee or Trustees.

The Trustees may from time to time levy such reasonable assessments upon the Voting Beneficiaries as shall be necessary to carry on the purposes of the Trust and the Voting Beneficiaries shall each promptly pay the same, provided, however, that all assessments shall be equal as to each Voting Beneficiary and that no Voting Beneficiary shall be required to pay assessments in excess of $50.00 in the aggregate in any one calendar year. In the event that any Voting Beneficiary shall fail to pay an assessment within sixty days after notice thereof, he shall cease to be a Voting Beneficiary until such time as he shall pay the same and notation to that effect shall be made by the Trustees in the register.

The Trustees shall have no power to bind the beneficiaries personally by any action whatsoever and shall in no event be held by reason of anything herein contained to be agents or partners of the beneficiaries or of any of them.

Any provision of this Declaration may be altered, amended, or repealed by unanimous agreement in writing of the Trustees for the time being, and assent in writing by not less than two-thirds of the then Voting Beneficiaries. A certificate by any three Trustees that such assent of the Voting Beneficiaries has been obtained shall be conclusive upon all persons claiming under this Declaration or any amendment thereto.

No Trustee shall be liable for any act or omission of any other Trustee, or for any error in judgment. Each Trustee shall be liable only for his own wilful acts or omissions in bad faith. Without limiting the generality of the foregoing, the Trustees, and each of them, are authorized to obtain and rely upon the opinion or advice of counsel selected with reasonable care concerning any questions arising under this instrument or in any way relating to the same or relating to his or their powers and/or duties in connection with the same; and no Trustee shall be liable for any act or omission which is in accordance with the opinion or advice of such counsel.

A certificate signed and sworn to by any three of the Trustees setting forth any fact relative to the affairs of the Trust, including the personnel of the Trustees or beneficiaries at any time, the continued existence of the Trust, any amendment or amendments thereto, and the like, shall be conclusive upon all persons as to the existence of all facts stated therein.

This Trust shall terminate upon the expiration of twenty-one years from the death of the last survivor of Walter S. Pierce, Steffen Fisher Pierce and Lesley Diane Falcon, all of Lexington, and Karen Birgitte Segal of Cambridge, and the Trustees shall thereupon convert all personal property belonging to the Trust and all real property not constituting part of the Pleasant-Brook Area into money and shall distribute the same in equal shares among the the Voting Beneficiaries, and shall convey to the Town of Lexington or to any municipal corporation succeeding to any of the municipal functions presently vested in said Town which they shall select all land then owned by the Trust which constituted a part of the Pleasant-Brook Area.

IN WITNESS WHEREOF, we have hereto set our hands and seals as of the fifteenth day of February, 1967

BENJAMIN FRANKLIN HOMES, INC.

By Harmon S. B. White

Harmon S. B. White

Edward Green

A. Morris Kobrick

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. February 15, 1967. Then personally appeared the above-named Harman S. B. White and acknowledged the foregoing instrument to be his free act and deed, before me, Peter W. Kilborn. My commission expires

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