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      <font face="Verdana" size="2">1471 Highland Avenue</font></b></p>
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      <font face="Verdana" size="2">&nbsp;Needham, MA 02492<br>
      &nbsp;Phone - 781-455-7500<br>
      &nbsp;Fax - 781-449-4569</font></b><p style="margin-top: 1; margin-bottom: 1">
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      <p align="center" style="margin-top: 1; margin-bottom: 1"><b>
      <font face="Verdana" size="5" color="#0000FF">Chapter 176 of The Acts of 
      2004</font></b></p>
      <p align="center" style="margin-top: 1; margin-bottom: 1"><b>
      <font face="Verdana" size="5" color="#0000FF">(Needham Town Manager Act)</font></b></p>
      <p align="center" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
      <p align="center" style="margin-top: 1; margin-bottom: 1"><b>
      <font face="Verdana">An Act Relative to The Charter of The Town of Needham</font></b></p>
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<p class="MsoNormal" style="margin:1 5; " align="left"><b>&nbsp;</b><p class="MsoNormal" align="center" style="margin: 1 5">
      <font face="Verdana" size="2">
      <a target="_blank" href="Documents/BOSChapter176oftheActsof2004.pdf">
      Printable Document</a></font><p class="MsoNormal" style="margin:1 5; " align="left">&nbsp;<p style="margin: 1 5" align="center">
      <b><font face="Verdana" size="2"><i>Be it enacted by the Senate and House 
      of Representatives in General Court </i></font></b></p>
      <p style="margin: 1 5" align="center"><b><font face="Verdana" size="2"><i>
      assembled, and by the authority of the same, as follows:</i> </font></b>
      </p>
      <p class="MsoNormal" style="margin: 1 5" align="justify">
      <font face="Verdana" size="2">&nbsp;</font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 1.</b>
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
      Section 19 of 403 of the acts of 1971 is hereby amended by striking out, 
      in lines 14 and 15, the words &quot;Three or more assistant assessors, if the 
      town shall so vote for the term of three years&quot;. </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>&nbsp;</b></font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 2.</b>
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">Said 
      chapter 403 is hereby further amended by striking out section 20 and 
      inserting in place thereof the following 4 sections:</font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      <u>Section 20. <i>Appointed Officials.</i></u></b> </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (a)</b> The board of selectmen shall appoint and may remove a town manager 
      or acting town manager in accordance with section 20A. </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (b)</b> The selectmen shall appoint town counsel, members of the board of 
      appeals, election officers, registrars of voters except the town clerk, 
      members of the historic commission, conservation commission, commission on 
      disabilities, and, except as provided in section 19, all other boards, 
      committees, and commissions of the town for whom no other method of 
      selection is provided in this charter or by-law. </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (c)</b> The town manager shall appoint, subject to the approval of the 
      board of selectmen: a chief of the police department; a chief of the fire 
      department; a director of public works; an assistant town manager/director 
      of finance or person performing said function regardless of title; and an 
      assistant town manager/personnel director, or person performing said 
      function regardless of title. Appointments made by the town manager shall 
      become effective upon the approval of the board of selectmen. If the board 
      of selectmen shall fail to act, appointments made by the town manager 
      shall become effective on the fifteenth day following the day on which 
      notice of the proposed appointment is filed with the board of selectmen. 
      For the purposes of this section, notice of appointment shall be 
      considered filed with the board of selectmen when the notice is filed at 
      an open meeting of the board of selectmen. </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (d)</b> The town manager shall be the appointing authority for the 
      following officials and employees of the town: </font></p>
      <blockquote>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(1) 
        A town accountant, a town treasurer/tax collector, a planning director, 
        an administrative assessor, an inspector of buildings, a director of 
        public health, a director of veterans' services, a director of park and 
        recreation, a director of youth services, a director of management 
        information systems, an executive director of the council on aging, a 
        library director, a town engineer, a director of municipal building 
        maintenance, and a building construction and renovation manager; or 
        persons performing said functions regardless of title. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(2) 
        All other employees and officials of the town for whom no other method 
        of selection is provided in this charter, with the exception of the 
        executive secretary of the finance committee, who shall be appointed by 
        that committee, and employees of the school department. </font></p>
      </blockquote>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (e)</b> Any appointment by the town manager in accordance with subsection 
      (d) 1 shall be subject to the approval of the elected or appointed board 
      or committee having jurisdiction over a department, if any. Appointments 
      made by the town manager shall become effective upon the approval of said 
      board or committee. If said board or committee shall fail to act, 
      appointments made by the town manager shall become effective on the 
      fifteenth day following the day on which notice of the proposed 
      appointment is filed with said board or committee. For the purposes of 
      this section, notice of appointment shall be considered filed with said 
      board or committee when such notice is filed at an open meeting of the 
      board or committee. </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (f)</b> Any person so appointed by the town manager under subsections (c) 
      and (d), who is not subject to
      <a style="color: blue; text-decoration: underline; text-underline: single" target="_blank" href="http://www.mass.gov/legis/laws/mgl/gl-31-toc.htm">
      chapter 31</a> of the General Laws, may be removed by the town manager; 
      provided, however, that no removal shall be made of officers listed in 
      subsection (c), except with the approval of the selectmen, and that no 
      removal shall be made of other employees or officers until the town 
      manager consults with the elected or appointed boards or committees having 
      jurisdiction over that employee's department, if any. Removal of officers 
      listed in subsection (c) shall become effective upon the approval of the 
      board of selectmen. If the board of selectmen shall fail to act, removals 
      made by the town manager shall become effective on the fifteenth day 
      following the day on which notice of the proposed removal is filed with 
      the board of selectmen. For the purposes of this section, notice of 
      removal shall be considered filed with the board of selectmen when such 
      notice is filed at a meeting of the board of selectmen.</font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><u>
      <b>Section 20A. <i>Appointment and Removal of Town Manager.</i></b></u>
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (a)</b> <i>Appointment of Town Manager.</i> </font></p>
      <blockquote>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(1) 
        The selectmen shall appoint, for a term not to exceed 3 years, a town 
        manager, who shall be a professionally qualified person of proven 
        ability who has had substantial involvement with municipal government 
        and is appropriately fitted by education, training, and by previous 
        full-time paid experience in a responsible administrative position to 
        perform the duties of the office. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(2) 
        Upon expiration of the term, or upon the resignation or removal of the 
        town manager, or in the event of any vacancy in the office of town 
        manager, the selectmen shall, within 7 days, appoint an acting manager 
        to perform the duties, and shall appoint a successor with the above 
        specified qualifications forthwith. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(3) 
        The town manager shall be appointed without regard to party or political 
        designation. He shall be a citizen of the United States of America. No 
        person holding elective public office in the town with the exception of 
        town meeting member shall, within 3 years of holding the office, be 
        eligible for appointment as town manager. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(4) 
        The town manager shall not hold any elective public office nor engage in 
        any other business or occupation during his tenure except for part-time 
        consultative or teaching duties, directly related to the profession of 
        municipal management and with the specific consent of the selectmen. The 
        town manager may be appointed for successive terms of office. </font>
        </p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(5) 
        Before entering upon the duties of his office, the town manager shall be 
        sworn, in the presence of a majority of the selectmen, to the faithful 
        and impartial performance thereof by the town clerk or a justice of the 
        peace. </font></p>
      </blockquote>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (b)</b> <i>Acting Town Manager.</i> The town manager may designate, 
      subject to the approval of the selectmen, by means of a letter filed with 
      the town clerk, a suitable person to perform his duties during his 
      temporary absence or disability. If the town manager fails to make the 
      appointment, or the person so appointed fails to serve, the selectmen may 
      appoint a suitable person to perform the duties. In the event of any 
      vacancy in the office of town manager or the suspension of the town 
      manager, the selectmen shall, within 7 days, appoint an acting manager to 
      perform the duties. </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><b>
      (c)</b> <i>Removal of the Manager.</i> The selectmen may suspend or remove 
      the town manager by the affirmative vote of a majority of the full 
      membership of the board.</font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><u>
      <b>Section 20B. <i>Powers and Duties of the Manager.</i></b></u> </font>
      </p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">The 
      town manager shall be the chief executive officer of the town. In addition 
      to other powers and duties provided for in this charter, the town manager 
      shall have the following powers and duties: </font></p>
      <blockquote>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(1) 
        The town manager shall supervise, either directly or through a person or 
        persons appointed by him in accordance with this charter, all department 
        managers, except the school department managers. The town manager shall 
        be responsible for the efficient administration of all departments 
        except the school department. The town manager shall not, however, 
        exercise any control over the discretionary power vested by statute in 
        any board, committee, commission or officer. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(2) 
        The town manager, consistent with this charter, the General Laws, and 
        town by-law, may, with the approval of elected boards having 
        jurisdiction over affected departments, where applicable, and with the 
        approval of the selectmen after a public hearing held by the selectmen 
        for that purpose, reorganize, consolidate or abolish departments under 
        his supervision, and establish such new departments as he considers 
        necessary. With the approval, the town manager may transfer the duties 
        and powers, and, so far as is consistent with the use for which the 
        funds were voted by the town, transfer the appropriation of one 
        department to another. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(3) 
        The town manager shall have jurisdiction over the rental and use of all 
        town property, except school property, and shall be responsible for the 
        maintenance and repair of all town buildings, including school buildings 
        and grounds. The town manager shall be responsible for the preparation 
        of plans and supervision of all work on existing and new buildings, 
        including work on school buildings, unless otherwise assigned by the 
        town meeting to a permanent building committee. Plans for the 
        construction or improvement of school buildings or property shall be 
        subject to the approval of the school committee. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(4) 
        The town manager shall be the purchasing agent for the town and shall 
        award all contracts for all departments and activities of the town with 
        the exception of the school department. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(5) 
        Subject to the approval of the board of selectmen, and with the 
        oversight of the personnel board, as outlined below, the town manager 
        shall adopt rules and regulations establishing a personnel system. The 
        personnel system shall make use of modern concepts of personnel 
        management and shall include, but not be limited to, the following 
        elements: (i) a method of administration; (ii) personnel policies 
        indicating the rights, obligations and benefits of employees; (iii) a 
        classification plan; (iv) a compensation plan; (v) a method of 
        recruiting and selecting employees based on merit principles; (vi) a 
        centralized record keeping system; (vii) disciplinary and grievance 
        procedures; (viii) a professional development and training program; and 
        (ix) other elements that are deemed necessary. All town agencies and 
        positions shall be subject to the rules and regulations adopted under 
        this section, excluding employees of the school department, and as 
        otherwise provided under
        <a style="color: blue; text-decoration: underline; text-underline: single" target="_blank" href="http://www.mass.gov/legis/laws/mgl/gl-150e-toc.htm">
        chapter 150E</a> of the General Laws. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        Personnel policies referenced in clause (ii), or changes to such 
        policies, shall not be submitted to the board of selectmen without the 
        prior review and approval of the personnel board. Classification plans 
        or compensation plan referenced in clauses (iii) or (iv), or changes to 
        such plans, shall not be submitted to the board of selectmen for 
        approval until as the town manager has submitted the plan or plan 
        revision to the personnel board for review and comment and, provided the 
        comments are made within 15 days of submission, has provided written 
        response to any comment made by the personnel board. In all other 
        aspects of the personnel system, the town manager shall confer with the 
        personnel board. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(6) 
        The town manager shall fix the compensation of all town employees except 
        those under the jurisdiction of the school committee within the limits 
        established by appropriation and subject to
        <a style="color: blue; text-decoration: underline; text-underline: single" target="_blank" href="http://www.mass.gov/legis/laws/mgl/gl-150e-toc.htm">
        chapter 150E</a> of the General Laws. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(7) 
        The town manager shall negotiate and administer all collective 
        bargaining agreements with employee organizations representing town 
        employees other than employees of the school department, pertaining to 
        wages and other terms and conditions of employment, in accordance with
        <a style="color: blue; text-decoration: underline; text-underline: single" target="_blank" href="http://www.mass.gov/legis/laws/mgl/gl-150e-toc.htm">
        chapter 150E</a> of the General Laws; and such agreements, other than 
        agreements with employee organizations representing school department 
        employees, shall be subject to the approval of the board of selectmen. 
        The town manager may, with the approval of the board of selectmen, 
        employ special counsel to assist in the performance of the foregoing 
        duties. The town manager or his designee shall participate in the 
        deliberations of the school committee in collective bargaining with 
        employee organizations representing school department employees, as 
        provided in chapter 150E of the General Laws. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(8) 
        The town manager shall keep records of the office of town manager and 
        shall render as often as may be required by the board of selectmen a 
        report of all operations during the period reported on. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">(9) 
        The town manager shall keep the board of selectmen advised as to the 
        needs of the town and shall recommend to the board of selectmen for 
        adoption measures requiring action by them or by the town as considered 
        necessary or expedient by the town manager. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (10) The town manager shall be responsible for the implementation of 
        town meeting votes and shall report annually in writing to the town 
        meeting on the status of prior town meeting votes on which 
        implementation is not complete except matters as relate to the schools.
        </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (11) The town manager shall administer, either directly or through a 
        person or persons appointed by him in accordance with this charter, all 
        provisions of general and special laws applicable to said town, and 
        by-laws and votes of the town, and all rules and regulations made by the 
        selectmen except matters as relate to the schools. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (12) The town manager shall report to the selectmen and the finance 
        committee as to the financial condition of the town. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (13) The town manager shall have access to all town books and papers for 
        information necessary for the proper performance of his duties, and may, 
        without notice, cause the affairs of any department or activity under 
        his control, or the conduct of any officer or employee thereof, to be 
        examined. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (14) The town manager shall be accessible and available for consultation 
        to chairs of boards, committees and commissions of the town, whether 
        appointed or elected, and shall make accessible and available to them 
        such data and records of his office as may be requested in connection 
        with their official duties. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (15) The town manager shall perform such other duties consistent with 
        his office as may be required of him by the by-laws or vote of the town 
        or by the vote of the selectmen. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (16) The town manager shall be the chief fiscal officer of the town. 
        Warrants for the payment of town funds prepared by the town accountant, 
        in accordance with
        <a href="http://www.mass.gov/legis/laws/mgl/41-56.htm" style="color: blue; text-decoration: underline; text-underline: single">
        section 56 of chapter 41</a> of the General Laws, shall be submitted to 
        the town manager. The approval of the warrant by the town manager, or in 
        his absence the acting town manager, shall be sufficient authority to 
        authorize payment by the town treasurer, but the selectmen shall approve 
        all warrants in the event of the absence of the town manager or acting 
        town manager, or a vacancy in the office of town manager. </font></p>
        <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
        (17) Whenever any payroll, bill or other claim against the town is 
        presented to the town manager, he shall, if the same seems to him to be 
        of doubtful validity, excessive in amount, or otherwise contrary to the 
        interests of the town, immediately investigate the facts and determine 
        what, if any, payment should be made. Pending the investigation and 
        determination by the town manager, payment shall be withheld. </font>
        </p>
      </blockquote>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><u>
      <b>Section 20C. <i>Estimate of Capital Expenditures.</i></b></u></font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">All 
      boards, departments, committees, commissions and officers of the town 
      shall annually, at the request of the town manager, submit to him in 
      writing a detailed estimate of the capital expenditures, as defined by 
      by-law, required for the efficient and proper conduct of their respective 
      departments and offices for the ensuing fiscal year and the ensuing 4 year 
      period. The town manager, after consultation with the board of selectmen, 
      shall submit in writing to the board of selectmen a careful, detailed 
      estimate of the recommended capital expenditures for the aforesaid 
      periods, showing specifically the amount necessary to be provided for each 
      office, department and activity and a statement of the amounts required to 
      meet the debt service requirements or other indebtedness of the town. The 
      selectmen shall transmit a copy of the capital budget to the finance 
      committee along with the board of selectmen's recommendations relative 
      thereto. The calendar dates on or before which the capital budget is to be 
      submitted and transmitted shall be specified by by-law. </font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 3.</b>
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">Said 
      &gt;chapter 403 is hereby further amended by striking out section 23 and 
      inserting in place thereof the following section:- </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
      Section 23. <i>Director of Public Works.</i> The town manager shall 
      appoint a director of public works, who shall administer, under the 
      supervision of the town manager, the departments of the town under the 
      control of the selectmen as they may designate. He shall be responsible 
      for the efficient administration of all departments within the scope of 
      his duty, and shall hold office subject to the will of the town manager, 
      consistent with subsection (c) of section 20. He shall be specially fitted 
      by education, training and experience to perform the duties of the office, 
      and may or may not be a resident of the town. During his tenure, he shall 
      hold no elective public office or other public appointive office, nor 
      shall he be engaged in any other business or occupation. He shall, subject 
      to the approval of the town manager, appoint assistants, agents and 
      employees as the performance of the duties of the various departments 
      under his supervision may require, and may with like approval remove them. 
      He shall keep records of the doings of his office and shall have charge of 
      and shall preserve, arrange and index so as to be readily accessible to 
      the public all plans, surveys, field notes, records, documents and 
      inventories connected with engineering operations of the town, and render 
      to the town manager, as often as he may require, a report of all 
      operations under his control during the period reported upon; and 
      annually, or from time to time as required by the town manager, he shall 
      make a synopsis of all the reports for publication. He shall keep the town 
      manager fully advised as to the needs of the town within the scope of his 
      duties, and shall furnish to the town manager a carefully prepared and 
      detailed estimate in writing of the appropriations required during the 
      ensuing fiscal year for the proper conduct of all departments of the town 
      under his supervision. </font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 4.</b></font><font face="Verdana" size="2"> 
      Section 25 of said chapter 403 is hereby amended by striking out, in line 
      7, the words &quot;said board&quot; and inserting in place thereof the following 
      words:</font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">the 
      town manager.</font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">&nbsp;</font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 5.</b></font><font face="Verdana" size="2">
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">Said 
      chapter 403 is hereby further amended by striking out section 30 and 
      inserting in place thereof the following section:</font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2"><u>
      <b>Section 30.<i> Sewer Contracts.</i></b></u> </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">All 
      contracts made for the purposes of sections 24 to 31, inclusive, shall be 
      made in the name of the town and shall be signed by the town manager. No 
      contract shall be made, or obligation incurred, hereunder for said 
      purposes in excess of the amount of money appropriated by the town 
      therefore.</font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 6.</b></font><font face="Verdana" size="2">
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">
      Sections 6 and 7 of this act shall take effect upon its passage. Sections 
      1 to 5, inclusive, shall take effect 185 days following acceptance by a 
      majority of the registered voters of the town voting at the election 
      specified in section 7, but not otherwise.</font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">&nbsp;</font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana"><b>SECTION 7.</b></font><font face="Verdana" size="2">
      </font></p>
      <p style="margin: 1 5" align="justify"><font face="Verdana" size="2">The 
      state secretary shall place on the official ballot for the state election 
      to be held on November 2, 2004 in the town of Needham the following 
      question: &quot;Shall an act passed by the general court in the year 2004 
      entitled, 'An Act Relative To The Charter Of The Town Of Needham,' be 
      accepted?&quot;, followed by the summary required by section 58A of chapter 54 
      of the General Laws, which the town counsel shall ensure that the state 
      secretary receives not later than September 3, 2004. </font></p>
      <p style="margin: 1 5" align="justify">&nbsp;</p>
      <p style="margin: 1 5" align="center"><span style="font-family: Verdana">
      <font size="2">Approved July 15, 2004. </font></span></p>
      <p class="MsoNormal" style="margin:1 5; " align="left">&nbsp;<!--mstheme--></font></td>
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