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
By-laws Article IV - Trustees clause #5 states
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
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 email@example.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 "firstname.lastname@example.org to the foundation's email address (email@example.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
Where are the computer files?:
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):
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:
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:
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:
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
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