the  m p w c Foundation,  inc. 

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In February 2012, when I was made so aware that all grantees all missed important due dates and, even after many years of procrastinating, all had still not yet achieved sufficient progress in Continuity and only partial progress in Transparency, and I combined this disillusioning (for me, the Founder) set of events with other things that now cause me to make a major change in the operational plans for this Foundation.  First I'd like you to read the March 15 2012 notice on the webpage Correspondence for background before you read on further below.   

Now that you've read that, you will be prepared to read the below information.

Well, the above continuity problems combined with my own deteriorating health problems and that all combined with the Grantees "I don't give a damn about deadlines" problems, finally (as a last straw) combined with our Foundation's own continuity problem, to wit.  Last August 2011, an old friend that I've known since 1998 found her way into consideration for our own Foundation-continuity-solution.   She was a person who met many criteria I had been looking for as a serious candidate for becoming my Successor.  She was younger,  40 years old at that time, and I was led to believe that she was trustworthy, eager, and bright.   And so we talked and talked and talked and she made it very clear that she would be overjoyed to succeed me at the Foundation.  We worked out a financial arrangement, valuable to each of us, intended to solve many of her own current personal problems (one of which was a huge financial debt that was costing her 20.99% interest).   And because I already felt I could trust her with running the Foundation after I died and could trust her with the Foundation's endowment (then computed to be at least us$3,200,000 or more after I died), we agreed to a written contractual agreement wherein I advanced her us$25,000 (my personal funds, not Foundation funds) plus provided my own professional financial consulting services, both of which were my payment obligations to her as an equal exchange for her promises to perform the future obligations that our agreement called for, so that she immediately could pay off her debt of an equal amount.   That was in December 2011.  We all have demons.  I do, you do, she too.   I can't (and don't want to either) place my finger on just what I think her demons are at the moment of this writing but suffice it to say that when we later had major disagreements about whether I thought she could not be trusted (I did not think that - I still thought she could be trusted at that time) or other personality things that she guessed I thought (although I did not think those thoughts either), our disagreements got so strange that our friendship disintegrated and I still don't believe that even she understood what happened.   Well, things like that sometimes do happen (and I can accept that part).  However, as a consequence of her defaulting on her obligations, the resulting mutual distrust was such that it was now impossible to carry out her obligations under our signed agreement as originally planned.   But the thing that I could not accept was that this previously trusted person who already had received all of the benefits of our agreement up front (including her now saving us$437 a month in interest alone on her now paid off debt) refused to do anything about "undoing" the agreement and paying back my two advance payments for the services she was now not going to do for me.  And, even though she was saving us$437 every month due to her having my advanced money and the results of my professional services in her possession, her idea of a fair resolution was to repay me (out of that us$437) at the rate of us$195 a month, something that provided her with an incentive to NEVER pay off the cash advanced, much less pay me for the even more valuable professional services.  Even that might have been slightly understandable but the fact that she could not understand that any of the problem (or even any of the resolution) was something that she could have done something about.   Her one-sided anger at me for wanting to try to get BOTH of us to return to what were our original situations before we signed our agreement made me wonder why she did not accept any blame at all for any part of what was originally her problem and is now what should be our mutual need to resolve it fairly.  

So, when you combine all of the top paragraph problems with the problem of my loss of the Foundation's continuity solution AND my loss of trust (meaning, I'm now not even physically OR emotionally able to re-start my search for someone else much younger than me and completely -- how do I even judge this in a very short time -- trustworthy to replace me), my solution is to fulfill my estate document's plans to bequeath (now -in mid 2014- computed at) us$4,500,000 or more to the Foundation anyway.  However, we can no longer retain that endowment inside of this "Foundation with a perpetual existence" but instead are now forced to distribute the Endowment (within two to three years) after my death to whoever i finally decide are the proper grantees.  My initial choices are Feed the Hungry, Jovenes Adelante, Computadores pro Jovenes, and Casita Linda.  But since I've worked at this goal since 1996 (yes, 1996, see table at top of subsequent changes for the chronological narrative of my quest) the fact that I've not yet succeeded is not a pleasant thought for me.   However, since I have reminded and coddled and harangued and otherwise attempted to get some (see Our grantees) 32 or so SMA organizations to become more Continuity-minded and more Transparency-minded and the one reasonable solution of getting a younger, more energetic, and very trusted person to succeed me has obviously failed, it is time that I accept that failure and move towards "what is NOW possible".  Therefore, I have changed my estate plans only slightly insofar as my estate's trusted Executor will now serve as the temporary post-death Replacement for me at the MPWCF and will immediately start the process to close down both the estate and the Foundation at approximately the same time.   Our current SMA grantees will have that limited time to get their share of the above endowment but only IF they finally get their acts together BEFORE I die (or -even sooner- as long as I'm able to carry out my part in this).   I have my doubts about their ability and/or willingness to accomplish that but I am willing to wait, watch and see what happens.  The ongoing status of my review of their "willingness" will be reflected on the allocations webpage and that page (subject to the described small discretionary decisions that the Executor will continue to have) will disclose my final pre-death decisions.

So, let us move on.  I will change (cross out) portions of what was written below originally, leaving UPDATED instructions now that the Foundation will no longer be operating in a perpetual life mode.   However, since dissolution of the Foundation within two to three years is now the plan, my replacement must immediately look first at the webpage critical for two IMMEDIATE needs.  They are both nearer the bottom of that webpage and are shown under the headings "Things that must be done or considered IMMEDIATELY AFTER The Founder's DEATH" and "Things that must be done or considered IMMEDIATELY BEFORE dissolving (closing down or terminating) this Foundation"

 By-laws Article IV - Trustees clause #5 states "After the death or disability of the Foundation’s 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." ---- This list of names, together with a procedure to be followed, shall be found in the Founder's Estate Papers      

As to DISSOLUTION of the Foundation itself (expected to be accomplished within two to four years after the Founder's death), this must be done in accordance with Article #8 "Dissolution" as shown on the "Articles of Incorporation" on the Legalities page

This web-page is specifically written FOR the new trustee who has just  replaced the founder, Michael Wein, but the other trustees should also find it important to read.  Actually, all trustees who were NOT our three original trustees, should read this page.  Other non-trustee readers probably will not find it useful.

Obviously, this web-page is not applicable until AFTER the demise of the Founder.

Hello, new Trustee.  You are about to replace me, the Founder of this Foundation, The MPWCF, Inc. At the time I wrote this, I could not be sure whether I would have died or merely become so disabled (mentally or physically) that I can no longer do this, but this paper is intended to help you assume my responsibilities. 

A blue looseleaf binder containing the minutes and bylaws (which can also be read online on this web-site at minutes and at Legalities) and this online website itself are the PUBLIC RULES for running the MPWCF after my death as well as are the instructions on the trustees page.

To bring yourself up-to-speed, you should read all of the pages in our web-site which currently are on site map for MPWCF. To speed the process, the most important pages are (in this order) the page you are now reading, followed by  critical (be sure to start at a month just prior to my becoming unable to continue my duties, and then continue reading the rest of the fiscal year),  trustees, calendar, our own financial statement and then after those webpages, ALL of the others (note: look at site map for MPWCF - most especially those pages marked on the site map with a "(C)" which will give you a fast and better idea of what is on each MPWCF webpage - be aware, however, that for various reasons, that it is possible that not every page is listed on the Site Map). These pages will give you much of the guidance you need. Of course, the overlying most important document you should become familiar is The Michael Wein Trust Agreement, most especially Schedule C of that Agreement, which discusses the restrictions on the usage of the Endowment that I bequeath from my estate.  That endowment should equal us$3,200,000 or more at the time of my death.

After you become my replacement, you probably will consider making certain changes, for instance the email address, and replacing my name information with your name information.  But, I would rather you NOTchange the email address for a few reasons.  First, my Executor is authorized to give you the PASSWORD so you can access and use the current email account so there is no reason to change that (let the MPWCF continue to use as its addresses mpwcfoundation@gmail.com, However, the Suspiros #14, San Miguel address can not continue to be used starting some time prior to the eventual sale of my house (so that the new address should be publicly announced when changed to the Executor's postal mail address). If changed differently, too many changes would be necessary and that entails unlocking the web-site and other documents that I have left instructions  to keep “as is”.  My Executor is hereby authorized to give you the PASSWORD to the usage of the Foundation email address at Google Mail and any other information to access Foundation email.  My Executor should also, after giving you access to it, give you a “form note” to use to respond (just "reply" using  a "copy and paste" technique) to any straggling personal (not MPWCF) emails that might later come your way notifying the sender of my (well, only approximate) whereabouts and the Executor’s whereabouts. The only change you need make is on GMail's "settings" whereby you change the forwarding instruction from "mpwinsma@gmail.com to the foundation's email address (mpwcfoundation@gmail.com). By the time you read this, this web-site is to be considered immutable and complete and not to be changed by anyone. And that includes the subsequent changes page.  But minutes of meetings that take place or Foundation financial statements that are created after my death or disability are to be posted to a newly created web-site (see the subsequent changes page for instructions on how to create this new web-site) as will any government-mandated changes or any changes the Trustees are forced to make due to changing circumstances (but that still stay within the original intent of our mission) after my death.

As far as selling securities (as part of your dissolving the Foundation), be sure that your read carefully and understand everything on the "critical" webpage FIRST.

After you have read each page (possibly more than once), you can also read the documentation in the blue looseleaf binder in the office called "MPWCFoundation"

Now for some details: 

Where are the physical paper-copies of corporate records?:

The following documents are mostly in a large blue binder named MPWCFoundation

.. accounting and financial reports (annual reports to the Trustees) (but now MOSTLY online on this website (and both earlier and possibly later reports on my computer in \0foundtn\MPWCFfyls in Excel-finls).
.. legal documents (certificate of incorporation, bylaws, minutes, agreements,   etc.)  (again, mostly online at this website or on my office computer).
.. tax returns (original request to IRS for tax-exempt status; the annual Form 990s, and the Texas Franchise Tax annual reports - see MORE on this subject later on below).
.. and where is the correspondence with grantees and prospective grantees 
....older correspondence will most probably be found in a file that is named e:\mydocs\0-email\0savfyl\mwcf-cor.sav\*.txt files as  well as the most current correspondence which can  be found in the Eudora (email) software "mailbox" (see top of its window) (see 3 "folders", 2 at end of long listing of mailboxes,  all 3 in  folders starting with "FDN-....,)  
some of the above files, as years went on, were no longer printed out, but the originals remain in the computer (see below)

Where are the computer files?:

...in many different e:\mydocs\0foundtn\ files,
...to access a e:\mydocs\0Foundtn file, use "my computer" on the desktop, then click E:\, then mydocs and then \0FOUNDTN, then click on the files themselves - they open automatically).  
...(click on desktop icon for) Eudora and see mailboxes named with names starting with FDN...etc.
...also while in Eudora, use File>open \0-email\0savefyl\mwcf-cor.sav\*.txt files
there may still be a few e:\mydocs\sym\my-found files that have not been transferred to the above Windows \mydocs\0foundtn files.  In such cases, you should use (or ask the Executor of my Estate for directions to use) Lotus Symphony to access them.
as soon as possible, create a dividends expected (and received) spreadsheet that emulates my most recent (while I was still alive and well) file called something like \mydocs\sym\mwmonthly\div&int4year20xx.xls . This file will show the month-by-month expected dividends (mostly) and interest (almost none) expected for each security the Foundation owns for the entire current year (an early projection for the following year should be created every November or so).   The expected income is then corrected to actually received income each time a monthly statement arrives.  This spreadsheet file will enable you to predict cashflow relatively accurately and, combined with a monthly analysis of the securities owned, it will also aid the Trustees in  making decisions on which sales (generally ONLY to raise some cash to pay out grants in accordance with IRS requirements AND our trustees' decisions for the coming grant season) the MPWCF must make prior to paying out grants each Spring.
While you are looking at the above \mydocs\sym\mwmonthly folder, you might look to see what other of my spreadsheet files are useful in adapting them to the MPWCF needs from then on.  I think that the control over Cash should be created at a minimum, so that each month, beginning cash plus expected income plus actual sales and other transactions will lead you to a month by month projected balance so that you can decide what else must be done to have the appropriate amount ready for the payment of annual Spring-time grants  (at least for the first years before "dissolution of the Foundation").
My Executor will also receive a file called "LOI&I-computers&files" and "LOI&I-MPWCFTrustees" and other similar files for which he is authorized to give you copies for your use.
Be aware that I have an External Hard Drive for backup on all computer files.  If the original (on the MPWCF computer) is missing or has been somehow corrupted, ask my Executor for access to the External HD (at present, it is the 1terabyte Fantom Greendrive located near my desktop computer in my office).

Where are the printouts of any of the above?:

.. mostly in the blue looseleaf binder, but most recently, most of them remain unprinted and still on my computer.

,, I both hope and plan to leave a PRINTABLE PDF file copy (maybe also a .htm copy) of every MPWCF webpage just in case either the website goes down (be careful to pay the quarterly website fees after I die and until no longer needed by you OR ANYONE ELSE INCLUDING THE USA DEFAULT grantees) or is otherwise unavailable OR someone attempts to change any of the web-site pages.  If I do not have the end-of-life time to do or update this, it will be because I am still not finished with the entire website (which may never occur, as changes always come up), but I will leave the .PDF  or .HTM copies on the main computer in a folder (most probably) called e:\mydocs\PDFconvertedDOCs\ or something quite similar (and if that does not occur, the e:\mydocs\mywebs\mpwinsma folder will ALWAYS have the latest files prior to my death and subsequent to MY MAKING and/or UPLOADING ANY CHANGES myself. 

How to handle and then invest the monies coming in after my death  (with the new two years to dissolution, things should be modified slightly from the below):

..The first step to understanding MY wishes is in reading the "trustees" page of this web-site. Understand this section (and all sections) before going on to the following.
..Before (or currently with) reading the next paragraph, see the MS Excel spreadsheet file of mpwcf-cashflow.xls (in the e:\mydocs\my-death\excelSpreadsheets folder) which should be made available to you to review/read at the same time.  This could give you an overall concept of the initial cash flow for the Foundation but be aware that this was prepared back in 2005 and is only the "concept" of what was expected at that time.  Some concepts may have changed due to the expected dissolution of the Foundation within two to four years after my death.
..Assets should arrive as follows:  Shortly after my death and after the Executor gets control of the assets, the IRA-rollover account will be transferred as it is.  All of the securities plus any Money in the rollover account's  Money Market Mutual Fund will be transferred.  As of June 30, 2007, this amounted to $1,127,000.   At that time, if my sister and/or brother pre-deceased me, another group of securities should also be transferred.  These are the Segregated Assets and they amounted to $1,692,000 at June 30, 2007.  If one or both is/are still alive, these securities will be kept intact but the income from them will be theirs for life.  After each of their deaths, my Estate's Executor will then transfer these securities to the Foundation.  An exception to this handling of the Segregated Assets WILL DEFINITELY occur in accordance with the interaction of the American Trust with the Mexican Will (wherein the "LOAN" adjustment for the Mexican Will's Bequest of 100% of Mexican Assets to the MPWCF is now to be appropriately re-adjusted as provided for in Clauses #6 and #7 of Schedule B of the Michael Wein Trust.  See the applicable Trust Agreement AND the Mexican Will AND the applicable LOI&Is.  And, of course, see the Excel Spreadsheet called "1st calc under will&Trust.xls", especially line #44 and #45 where the "loan is repaid" so that the Mexican Will is thereby adjusted in accordance with my original intent as stated immediately below for the "1st us$1,000.000".
..Monies should arrive as follows: there will be monies from both my American and Mexican Wills and my American Trust (which were originally bequeathed to persons who did NOT outlive me or are otherwise unlocateable) so that these bequests revert to the MPWCF instead);  and then, possibly later on, monies from the sale of my house and other Mexican assets if this sale exceeds us$1,000,000; as well as 50% of the excess of $1,500,000 if the sales  exceed that amount, too.

As background, it would be useful at this time to study the most recent MPWCF Financial Statements and the foundation spreadsheet that shows "MPWCFckbks" and "MPWCF-cashflow.xls". During the interim period between my loss of lucidity (this could be prior to my death or at my death) and the receipt of monies received from the provisions of my Trust, the cash flow of the Foundation could take any one of many possibilities. See the examples on the mpwcf-cashflow spreadsheet referred to above. 

How to continue the course of current grants:

..It is my wish that monies given to any charity (but ONLY those designated on the "allocations" web-page) that are designated as on-going grants be continued year after year in amounts equal to any paid in the previous year.  At present, November 2014, we have NO current San Miguel Grantees.  

As it was the case prior to my death, you should re-investigate the current IRS regulations that probably will say something about the fact that 5% of the endowment balance (whether or not that year's appreciation plus dividends equals a positive or negative amount for that year) MUST be the minimum payout.

How to file tax reports: 

.. Form 990 (ascertain which one -  990, 990PF, 990EZ, etc.) must be filed.  The IRA-Rollover account, the "Segregated Assets", the bequests to beneficiaries no longer alive or locatable, and the cash from the excess Mexican assets, plus income from securities will bring the MPWCF assets much higher than in the past and a different form than that which was filed in the previous year may be required for the current year.    As of 2012, the 990ez report was required and was filed annually.  You may see the most recent copy at e:\mydocuments\0foundtn\form990info\fy20xx-etc.)
.. Texas Franchise reports will probably be due annually when (these are 2007's limitations which must be updated by you) gross receipts (dividends and contributions, etc.) exceed $150,000 a year OR capital exceeds $40,000 and earned surplus exceeds $2,222).  Starting in 2008, these forms can be filed online and our copies of the reports are filed on our computer at e:\mydocuments\0foundtn\Texas-do.cs.

Regarding the above tax returns, I strongly suggest that you read IRS Form 1023 - Application for ... wherein we originally applied for our current  status by making certain assertions (promises) that we have kept during my lifetime, BUT it is possible that there will NOW (with the greater abundance of funds available at my death) be changes that must be taken into consideration (things to DO, other things we can not DO) at this time. Since you will be reporting this to IRS,  it is important to IMMEDIATELY (i.e., in the year of my death and the first two or 3 years thereafter) KNOW of these things to do or not to do. Form 1023 can be found in the blue binder for the Foundation, in the section marked Form 1023, and be sure to read the answers to the questions asked, especially on the five pages of attachments that I wrote myself.   Since our fiscal year ends on June 30th, the Form 990ez  is due November 15th.    And the Texas forms are due May 15th.

The closing down of the Foundation should be done as soon as possible beginning after "2  years after my death" passes.  The problem of whether or not the PSAs (see Estate papers) still remain open is one of the considerations of when you can close it all down altogether.  This must be done in accordance with Article #8 - Dissolution as prescribed in the Foundation's Articles of Incorporation as shown on the Legalities page.

Management of the Board of Trustees: 

..during my lifetime, I was pretty much responsible for the entire board of trustees and there were few decisions to be made (because the only money coming in was from me each year). Now, with the greater number of dollars concerned, it will be critically important for the all 3 trustees to run this foundation. The other two trustees should be made aware of the information that I've given you (including my reference to the web-site and to other computer files) and shown their responsibilities in the future.   However, with the closing down of the Foundation soon, that division of duties may not be as possible as I assumed it would be with a perpetual life that was previously anticipated.
..after my death, the officers of the MPWCF should change from me being all three of President, Secretary, and Treasurer, to all 3 of the trustees individually being only 1 each of the 3. 

Summary of important MPWCF corporate information:

.INCORPORATED 8/8/01-TEXAS -THE MICHAEL PAUL WEIN CHARITABLE FOUNDATION, INC. -WE ARE CLIENT ID#11563531 (USE ID# IN ALL CORRESPONDENCE) - WE ARE FILE # 800003396 -I AM MICHAEL WEIN, 220 north zapata hwy #11a, LAREDO TX 78043 - .LaConx TX tel# =512-853-9841 (or, if transposed, c/b -9481) - we MUST maintain our office somewhere in Texas.  NOTE: in May 2013, we attempted and at this time may or may not have been successful, we changed our address to Suspiros #14, San Miguel Allende, Gto. 37700, Mexico
.EIN - # 31-1799914
.one State of Texas email address is (or was) corpinfo@sos.state.tx.us
.TEXAS INFO: WWW.SOS.STATE.TX.US/ - FAX 512-463-1423 - REG PHONE 512-475-2705
.TX doc files: see blue binder; see also E:\00mydocs\0foundtn\texas-do.cs
.ARTICLES OF INCORPORATION IS DOC #691740002 - PAID $25.00 BY MY CK#2555 8/01 - change of address 9/23/02 to La Conx's address - Pd $5.00
.FOLLOWING INFO FR WHITEPAPER RETURNED W/ SECY OF STATE'S CTF OF INCORPORAT'N:
COMPTROLLER OF PUBLIC ACCOUNTS WILL CONTACT US (AT LAREDO ADDRESS) FOR INFO RE: SETTING UP FRANCHISE TAX ACCT FOR US. - WE CAN CONTACT COMPTROLLER ABOUT TAXES (OR EXEMPTION THEREFROM) AT 800-252-1381, OR EMAIL AT TAX.HELP@CPA.STATE.TX OR WRITING POB #13528, AUSTIN TX 78711-3528
.NON-PROFIT CORPS D/N FILE ANNUAL RPTS W/ SECY OF STATE, BUT DO FILE A RPT NOT MORE OFTEN THAN ONCE EVERY 4 YRS AS REQUEST BY SECY OF STATE (latest request was April 2008). IMPORTANT TO MAINTAIN LaConx ADDR (OR NOTIFY TX OF CHANGE) BECAUSE THIS IS ADDRESS TO WHICH SECY OF STATE SENDS REQUEST TO FILE THIS PERIODIC REPORT. FAILURE TO MAINTAIN COMMUNICATION (ADDRESS) MAY RESULT IN INVOLUNTARY DISSOLUTION OF CORPORATION. ADDITIONALLY, IF CORP AMENDS ANY PROVISIONS IN ITS ARTICLES OF INCORPORATION, MUST FILE DOCS WITH SECY OF STATE.

Some other information:  There are some other web-pages, unlinked (and therefore "hidden") that you should read and become at least familiar with.  This is the LINK to them hidden.  In turn, they are also linked to other subordinate pages such as the following:

The TOP page (covering both of the below)   hidden

for the Trustees:  documents (mostly about David Bossman)

for my Executor:   LOI&Is for the MPWTrust Agreement and other Estate Documents

and also   more LOI&Is

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

“Underpromise and Overdeliver”

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  

QUESTIONS OR COMMENTS about this web-site? E-mail us at mpwcfoundation@gmail.com. SPECIFY EXACTLY (using copy and paste) (and include the page name, i.e., the URL link) what your question or comment refers to.