the  m p w c Foundation,  inc. 

Legalities
mpwcf homepage minutes founders will IRS information BBB on IRS

 

mpwcf homepage
minutes
founders will
IRS information
BBB on IRS

What is our legal status?   

this page contains all of the "legal documents" you might wish to examine:

1 - our Articles of Incorporation in the State of Texas
2 - our By-laws (filed with both the State of Texas and the IRS)
3 - our Certificate of filing from the State of Texas
4 - our 4-page "letter of determination" from IRS (USA Internal Revenue Service)
5 - our form 1023 - Application for Recognition of Exemption under Sec. 501(c)(3) of the Internal Revenue Code 

The Better Business Bureau has lots of useful information about charities, different kinds of foundations, tax-exempt vs. tax-deductible, and tax deductions allowed on USA tax returns. The Better Business Bureau has lots of useful information about charities, different kinds of foundations, tax-exempt vs. tax-deductible, and tax deductions allowed on USA tax returns. 

IRS information about us and the minutes of our board meetings can be seen using these links.

Note ALSO that the pertinent parts of the founders will, as it relates to this Foundation and its Endowment, can be found by clicking on this link.

The Founder has made provisions for this Foundation to continue under the specifics described on this web-site.  The trustees are not allowed to change these provisions except for certain pre-described reasons.  And even in those circumstances, the changes will be segregated for your critical eyes at subsequent changes

1 - our Articles of Incorporation

Articles of Incorporation of

 THE MICHAEL PAUL WEIN CHARITABLE FOUNDATION, INC.

 The undersigned, being at least eighteen (18) years of age, for the purpose of forming a corporation pursuant to Article 3.02 of the Texas Non-Profit Corporation Act, hereby certifies:

 Article 1:  Corporate Name:

 The corporation formed is a non-profit corporation. The name of the corporation is as set forth below:

THE MICHAEL PAUL WEIN CHARITABLE FOUNDATION, INC.

 Article 2: Registered Agent and Registered Office

 The initial registered agent is an individual resident of the state whose name is set forth below:

Michael  P. Wein

 The business address of the registered agent and the registered office address is:

5912 San Bernardo, Laredo TX  78041-2506  

MPWCF NOTE: this was later legally changed to our newer address at 220 N. Zapata Hwy., #11A, Laredo TX 78043-4464. - see subsequent changes for any still later changes

 Article 3: Management

 Management of the affairs of the corporation is to be vested in its Board of Trustees.  The number of Trustees, which must be a minimum of three, that constitutes the initial Board of Trustees and the names and addresses of the persons who are to serve as Trustees until the first annual meeting or until their successors are elected and qualified are set forth below:

Trustee 1:  Michael P. Wein, 5912 San Bernardo,  Laredo, TX 78041

Trustee 2:  Anthony Adlerbert, 521 Logan Av., Laredo, TX 78040

Trustee 3:  Peggy Bell, 195 Dapplegray Road, Bell Canyon, CA 91307  

MPWCF NOTE is inserted here: The reader should be told that over the years, all of the above trustees were, or  will be, replaced - see subsequent changes for any later changes

 Article 4: Organizational Structure

 The corporation may have members.

 Article 5: Duration

 The period of duration is perpetual.

 Article 6: Purpose

      To devote its resources and income to making gifts, grants, or contributions, and to providing financial and management assistance, to other charitable organizations which engage in activities such as the feeding of children, organizations which provide medical care to children, and other organizations or persons as the Board of Trustees may determine to be prudent, and that are organized and operated exclusively for one or more of the following purposes: charitable, educational, scientific, literary,  prevention of cruelty to children or animals, or defense of civil rights.   Twenty-five percent of income or resources are to be designated specifically for the benefit of Feed the Hungry, a non-profit outreach program operated by St. Paul ís Anglican Church.

      To acquire, lease, construct, own, operate and maintain any buildings and premises  which may be necessary to carry out the purposes hereinabove set forth.

      To acquire the assets of other similar not-for-profit corporations, whether by purchase, gift, merger, consolidation of otherwise.

      To perform any acts, including the raising of funds, necessary or incidental to the carrying out of any of the purposes hereinabove set forth.

     To solicit, accept and hold contributions, gifts, and grants of every sort.

      To hold, invest, reinvest, and administer the corporation's property of every kind and description including but not limited to its funds, and in use, apply, expend, disburse, grant and contribute the same for the purposes of the corporation.

      To do and participate in all and everything necessary, suitable or proper for the accomplishment of the corporation's purposes or powers and the attainment of its objects, subject to the restrictions of all applicable laws.

      The corporation shall not operate for pecuniary profit or financial gain.

      Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") (or the corresponding provision of any future United States Internal Revenue law) or (b) by an organization contributions to which are deductible under section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue law).

      No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the corporation.

      No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by the Code Section 501 (h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

      Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes, any of the activities mentioned in the Texas Non-Profit Corporation Act, or any corresponding provision of any future Internal Revenue Code.

 Article 7:  Other Provisions and Information:

 During such periods, if any, as the corporation shall be a private foundation, as that term is defined in the Code, the corporation shall operate subject to the following restrictions:

           (1) The corporation shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax on undistributed income under the Code, or any corresponding provision of any future Internal Revenue Code.

           (2) The corporation shall not engage in any act of self-dealing which is subject to tax under Section 4942 of the Code, or any corresponding provision of any future Internal Revenue Code.

           (3) The corporation shall not retain any excess business holdings which are subject to tax under Section 4943 of the Code, or any corresponding provision of any future Internal Revenue Code.

           (4) The corporation shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code, or any corresponding provision of any future Internal Revenue Code.

           (5) The corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the Code, or corresponding provisions of any subsequent Federal tax laws.

 Article 8:  Dissolution  

   Upon dissolution or other termination of the corporation, subject to the approval of the courts of the State of Texas, if the corporation is at the time a private foundation, as defined in the Code, all of its net assets shall be distributed to one or more organizations as shall qualify under Section 501(c)(3) of the Code, each of which organizations shall have been in existence and so described for a continuous period of at least sixty calendar months immediately preceding such distribution.

  Upon dissolution or other termination of the corporation, subject to the approval of  the courts of the State of Texas, if the corporation at that time is not a private foundation, as defined in the Code, the net assets shall be paid over to one or more governmental agencies and/or corporations, trust funds, foundations or other organizations organized and operated exclusively for charitable and/or educational purposes and exempt from federal income taxes (except for unrelated business income taxes and investment income taxes imposed on private foundations) under the Internal Revenue Code then in effect.

 Incorporator

The name and address of the incorporator is set forth below:

Michael P. Wein     5912 San Bernardo, Laredo TX 78041-2506 .

 Execution  

 

 Signed this ____ day of _________, 2001.

   

_________________________________________________

Incorporator

2 - our By-laws

  By-laws of THE MICHAEL PAUL WEIN CHARITABLE FOUNDATION, INC.

                    Article I - Offices

     The principal office of the Foundation shall be in the City of Laredo, County of Webb, State of Texas.  The Foundation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Foundation may require. 

                   Article II - Mission, Goals, and Purposes

     The mission, goals and purposes for which this Foundation has been organized are as follows:

     To devote its resources and income to making gifts, grants, or contributions, and to providing financial and management assistance, to charitable organizations which engage in activities such as the feeding of children, organizations which provide medical care to children, and other organizations or persons as the Board of Trustees may determine to be prudent, and that are organized and operated exclusively for one or more of the following purposes: charitable, educational, scientific, literary,  prevention of cruelty to children or animals, or defense of civil rights.   As much as twenty-five percent of income or resources may be designated specifically for the benefit of Feed the Hungry, a non-profit outreach program operated by St. Paulís Anglican Church.

          To encourage all such charitable organizations to be open and transparent in their financial and procedural operations and to assist in creating greater continuity in and longevity of their own missions

      To perform any acts, including the raising of funds, necessary or incidental to the carrying out of any of the purposes hereinabove set forth.

          To solicit, accept and hold contributions, gifts, and grants of every sort.

          To hold, invest, reinvest, and administer the Foundation's property of every kind and description including but not limited to its funds, and in use, apply, expend, disburse, grant and contribute the same for the purposes of the Foundation.

          To do and participate in all and everything necessary, suitable or proper for the accomplishment of the Foundation's purposes or powers and the attainment of its objects, subject to the restrictions of all laws.

          The Foundation shall not operate for pecuniary profit or financial gain.

                        Article III - Membership

     1. Qualifications for Membership

     The Foundation, if desirable, may allow interested adults who may be willing to make a financial contribution or a contribution of personal time and involvement in the work that we are attempting to accomplish in accordance with the purposes specified in Article II.

  2.       Meetings of Trustees or Members (if any)

     The annual meeting of the Foundation shall be held during a period beginning with the third week of February and ending with the fourth week of March each year except that if a quorum can not be attained, then in that event Trustees shall fix a day not more than four weeks before or after the aforementioned period.  The secretary shall cause to be e-mailed to every participant in good standing at his address as it appears in the Foundation records a notice stating the time and the place of the annual meeting.

     Regular meetings of the Foundation shall be held at Suspiros #14, San Miguel de Allende, Gto., or at any other location designated by the President with thirty (30) days prior written or e-mailed notice.

    The presence at any meeting of not less than a majority of Trustees or Members (if any) shall constitute a quorum and shall be necessary to conduct the business of the Foundation; however, a lesser number may adjourn the meeting for a period of not more that four weeks from the dates scheduled by the by-laws and the secretary shall cause a notice of the re-scheduled date of the meeting to be e-mailed to those participants who were not present at the meeting originally called.  A quorum as hereinafter set forth shall be required at any adjourned meeting.

    A membership roll, if any, showing the list of members, if any, as of the record date, certified by the secretary of the Foundation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the Foundation that such request will be made at least ten days prior to such meeting.  All persons appearing on such membership roll shall be entitled to vote at the meeting.

      3. Special Meetings.

     Special meetings of the Foundation may be called by the Trustees.  The secretary shall cause a notice of such meeting to be e-mailed to all members, if any, at their addresses as they appear in the corporate roll book at least ten days but not more than fifty days before the scheduled date of such meeting.  Such notice shall state the date, time, place and purpose of the meeting and by whom called.

     No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all Trustees present at such meeting.

      4. Fixing Record Date

     For the purpose of determining the members, if any, or Trustees entitled to notice of or to vote at any meeting or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members, if any, entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination.  Such date shall not be more than fifty nor less than ten days before any such meeting, or any other action.

      5. Action by Trustees Without a Meeting.

     Whenever Trustees are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the Trustees entitled to vote thereon.

      6. Proxies

     Every Trustee entitled to vote at a meeting of Trustees or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

      Every proxy must be signed by the Trustee or his attorney-in-fact.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Trustee executing it, except as otherwise provided by law.

      7.  Order of Business

     The order of business at all meetings  shall be as follows:

a. roll call

b. reading of the minutes of the preceding meeting

c. reports of committees

d. reports of officers

e. old and unfinished business

f.  new business

g. good and welfare

h. adjournments

 8.       Membership Dues

      If there are members, membership dues will be determined annually by a majority vote of the members.

                    Article IV - TRUSTEES

     1. Management of the Foundation

     The Foundation shall be managed by the board of Trustees  which shall consist of not less than three Trustees.  Each Trustee shall be at least twenty-one years of age.

      2. Election and Term of Trustees

     At each annual meeting,  the current Board of Trustees shall elect Trustees to hold office until the next annual meeting.  Each Trustee shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.

      3. Increase or Decrease in Number of Trustees

     The number of Trustees may be increased or decreased by a unanimous vote of all of the Trustees.  No decrease in number of Trustees shall shorten the term of any incumbent Trustee.

      4. Newly Created Trusteeships and Vacancies

     Newly created Trusteeships resulting from an increase in the number of Trustees and vacancies occurring in the board for any reason except the removal of Trustees without cause may be filled by a vote of a majority of the Trustees then in office, even if less than a quorum exists, unless otherwise provided in the certificate of incorporation.  A Trustee elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.

      5. Replacement of Founder as Trustee after his death or disability.

     After the death or disability of the Foundationís Founder, a replacement Trustee for the Founder shall be selected by the remaining two Trustees from a list of names provided by the Founder. The Trustee who replaces the Founder, together with the two other Trustees, shall then elect one person to fill each of the following offices:  President , Treasurer, and Secretary, so that each of the three offices is filled by a different Trustee.

      6.  Removal of Trustees

     Any Trustee may be removed for cause by vote of all other Trustees after thoroughly documenting, in writing, reasons for removal for cause.  Trustees may not be removed without cause.  Any Trustee, unless required by law, who shall violate, or vote to violate, the purposes clause of the By-laws (Article II), shall automatically be terminated for cause.

      7.  Resignation

     A Trustee may resign at any time by giving written notice to the board, the president or the secretary of the Foundation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

      8. Quorum of Trustees

     Unless otherwise provided in the articles of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

      9.  Action of the Board

     Unless otherwise required by law, acts of the Trustees require unanimous agreement.

      10.  Place and Time of Board Meetings

     The board may hold its meeting at the office of the Foundation or at such other places, either within or without the state, as it may from time to time determine.

      11. Regular Annual Meeting

     A regular annual meeting of the board shall be held immediately following the annual meeting of members, if any, at the place of such annual meeting.

      12.  Notice of Meetings of the Board and Adjournments.

     Regular meeting of the board may be held without notice at such time and place as it shall from time to time determine.  Special meetings of the board shall be held upon notice to the Trustees and may be called by the president upon three days' notice to each Trustee either personally or by e-mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two Trustees.  Notice of a meeting need not be given to any Trustee who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

     A majority of the Trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given all Trustees who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Trustees.

      13.  Chairman

     At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

      14.  Executive and Other Committees

     The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more Trustees.  Each such committee shall serve at the pleasure of the board.

                    Article V - Officers

     1. Offices, Election, Term

     Unless otherwise provided for in the articles of incorporation, the board of Trustees may elect or appoint a president, one or more vice-presidents, a secretary, and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.  All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of the members.  Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.  Unless otherwise provided elsewhere in the By-laws, an officer may hold more than one office.

      2. Removal, Resignation, Salary

     Any officer elected or appointed by the board may be removed by the board with or without cause.  In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.  Trustees and officers shall receive no salaries but, in the instance of extraordinary work, they may receive minimal compensation.

      3. President

     The president shall be the chief executive officer of the Foundation and shall preside at all meetings. He shall have the general management of the affairs of the Foundation and shall see that all orders and resolutions of the board are carried into effect.

      4. Vice-President or Vice-Presidents

     During the absence or disability of the president, a vice-president shall have all the powers and functions of the president.  The vice-president shall perform such other duties as the board shall prescribe.

      5.  Treasurer

     The treasurer shall have the care and custody of all the funds and securities of the Foundation, and shall deposit said funds in the name of the Foundation in such bank or depository as the Trustees may elect; he shall, when duly authorized by the board of Trustees, sign and execute all contracts in the name of the Foundation, when countersigned by the president; he shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Trustees and shall be countersigned by the president; he shall at all reasonable times exhibit his books and accounts to any Trustee or member of the Foundation upon application at the office of the Foundation during ordinary business hours.  At the end of each corporate year, he shall also present an annual report setting forth in full the financial conditions of the Foundation.

      After the death of the Founder, the Foundation will receive a bequest from the Founder of a large amount of Endowment funds.  Commencing with the first year after the election or appointment of a new Treasurer, an audit of the financial accounts of the Foundation shall be made by a committee named by the Trustees. The committee shall present such audit in writing at the annual meeting of the members, at which time the treasurer shall also present an annual report setting forth in full the financial conditions of the Foundation.

      7.  Secretary

     The secretary shall keep the minutes of the Board of Trustees and also the minutes of all corporate meetings.  He shall have the custody of the seal of the Foundation, if any, and shall affix and attest the same to documents when duly authorized by the Board of Trustees.  He shall attend to the giving and serving of all notices of the Foundation, and shall have charge of such books and papers as the Board of Trustees may direct; he shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office

     9. Surety and Bonds.

     In case the board shall so require, any officer or agent of the Foundation shall execute to the Foundation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of the duties to the Foundation and including responsibility for negligence and for the accounting for all property, funds or securities of the Foundation which may come into his hands.

                   Article VI - Seal

The seal of the Foundation shall be as follows:

"The Michael Paul Wein Charitable Foundation, Inc." 

Texas Foundations are not required to have a physical seal for making embossed impressions.

                    Article VII -  Prohibitions against changes in Foundation's mission, goals, and operations before and after Founderís death or disability

     Michael Paul Wein, Founder of this Foundation, specifies the following as conditions of his lifetime donations and of all subsequent bequests to the Foundationís endowment after his death or disability:

          the Last Will and Testament of Michael Wein and the Michael Wein Trust Agreement contain restrictions that govern the usage of all bequests from him to this Foundation. In the event of violations of such restrictions, the documents also contain alternative procedures for final distributions of the endowment and termination of the Foundation.

          the Founder has published a web-site, available to all interested people, which describes, among other things, the Founder's requirements for the continuity and transparency of the operations of both the Foundation and the Foundationís grantees. The operating policies and procedures that are described on this web-site, chiefly on the web-page entitled "Trustees," must be followed by succeeding Trustees. Other than changes required by law, no changes to the web-site or to the Foundationís policies or procedures shall be made after the Founderís death or disability.  The web-site, these By-laws, the Founderís Last Will and Testament and the Michael Wein Trust Agreement are all intended to ensure that no changes in the Foundationís mission, goals, purposes, policies or operating procedures are made by the Foundation's Trustees after the death of the Founder.

          the abovementioned web-site may be changed only by the Founder prior to his death or disability.  As soon as possible after the Founder's death, the two remaining Trustee's shall arrange to obtain printed copies of the contents of the web-site as it exists at that time. Printed hard copies shall be thereafter maintained in the permanent records of the Foundation.  In the absence, or temporary or permanent loss, of such a web-site, the Founderís computer will contain the web-siteís contents and a hard copy of the computerís contents may be substituted if necessary.

                    Article VIII - Amendments

     Under no circumstances shall the provisions of Article VII be amended after the Founder's death or disability. Any other provisions of these By-laws may be amended at any time, but only by the unanimous agreement of all Trustees. Notwithstanding the provisions of the preceding sentence, these By-laws may not be amended to change the Foundation's mission, goals, purposes, policies or operating procedures as set forth above.

       All Amendments to the by-laws, at any time, must be reported to the Internal Revenue Service and the State of Texas in which this Foundation was incorporated.

     If any by-law regulating an impending election of Trustees is adopted, amended or repealed by the Trustees, there shall be set forth in the notice of the next meeting of members, if any, for the election of Trustees the by-law so adopted, amended or repealed together with a concise statement of the changes made.

3 - our Certificate from the State of Texas

4 - our 3-page "letter of determination" from IRS (USA Internal Revenue Service)   

5 - Form 1023 - Application for Recognition of Exemption under Sec. 501(c)(3) of the Internal Revenue Code

this 17-page document is NOT reproduced here as the additional loading time for Form 1023 alone  slows down everything shown above.  A copy of this document is in our home office files and is available for your review upon a request giving any reasonable reason and an appointment made 24-hours in advance.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ďUnderpromise and OverdeliverĒ

Some, but not all, pages on this web-site were selectively modified as recently as the date shown at the bottom of the MPWCFoundation home web-page. This entire web-site is copyrighted © 2000-2016 by The Michael Paul Wein Charitable Foundation, Inc  

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