the m p w c Foundation, inc.
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the m p w c Foundation, inc.
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UNDERPROMISE and OVERDELIVER What are our Trustee's duties and responsibilities? Our Current Trustees:
In March of 2012, a calamitous combination of events worked
to create a life crisis for our Founder. As a result, he made every
possible compromise that he could that would enable him (and the Foundation) to
continue to perform ALL of its previous pledges and guarantees but which
nevertheless would, as an
unfortunate result,
require the Foundation to dissolve itself shortly after his death. This is
because the one
thing he could not fix was the succession to his position (like previously
planned before the abovementioned life crisis). You can read more about this in the first four paragraphs of the
replace founder webpage. So, as a
result of this intention to close the Foundation within the first two to
three years after his death, the following paragraphs of this Trustees webpage
have been amended and certain no-longer-applicable portions have been deleted
(illustrated this way, by
Who
should read this page: All
current and future Trustees, all grantees (in order to understand the Trustee's
duties insofar as they apply to the grantees), the default beneficiaries of the
Founder's Wills (insofar as they may have to take control of the Foundation
under certain potential circumstances), and all outsiders who wish to monitor
the actions of the Foundation or its Trustees.
Summary of this page -- On the rest of this page, you will find information regarding: 1-The duties and responsibilities of the Foundation's Trustees 2-Grant making concepts and procedures
3-Investment policies and procedures 4-Writing Grant checks and other checks 5-Texas and IRS address of the Foundation 6-Financial Reports of the Foundation 7-Fiduciary responsibilities of the Trustees 9-Special treatment of certain grantees and potential grantees 10-Our Guarantee to grantees that our funding operations shall never change (with only one
potential exception)
11- 12-The minimum duties of the Officers of this Foundation after the Founder's death or disability 13-Compensation of Officers and Trustees 14- Restrictions on the actions of the Trustees specified in Founder's Trust Agreement
1- THE DUTIES AND RESPONSIBILITIES OF THE FOUNDATION'S TRUSTEES This document is intended to instruct current and future Trustees on the goals of the Foundation and their part in helping the Foundation reach those goals. This may be changed ONLY by the Founder during his lifetime (and by no one after his death), to instruct and further define the duties of the Trustees. The regular and ordinary agenda for topics for discussion at Trustees' meetings are grants to be made, monies available for grants, review of the progress and status of prior grants, financial statements and disclosure attachments from grantees, annual certification letters, and other annual reports from grantees, grant recommendations, and review of the Foundation's own financial status. The additional normal requirements of any organization (like new officers and Trustees, etc.) shall also be on the agenda. At some various times after the death of Michael Wein, as a result of
his formal and legal Estate
Documents (see references to the portions pertaining to this Foundation in
the founders will),
the Foundation will have at its disposal a minimum of
us$4,500,000, and most probably more, to be used as its endowment. This endowment will arrive in two major transferrals (the
first is the IRA-Rollover
account assets, the second is the two packages of Segregated Assets). Therefore, except for the
cash to be received as a result of any other beneficiaries who have
pre-deceased the Founder, the Foundation will have mostly securities as its
initial endowment. (See also below "#3--Investment Policies" for
details regarding the use of cash received.) The income from these securities,
This post-Founder's-death period probably would be a transition period wherein heed must be given to the USA Internal Revenue's (current at that time) regulation under (what is now) the 5% rule wherein 5% of the MPWCF's net value must be calculated so that the distributions must be at least an "average" of 5% over the X number of years between the endowment increasing AND the final dissolution down to $0 again. It is critically important that the Trustees of the Foundation consult the then-current rules for Non-profit Charitable Organizations' (mostly Sec. 501(c)3) distribution requirements so as to avoid any expensive IRS penalties for non-compliance. That would be prudent and absolutely necessary. The agreements with Jovenes Adelante and Feed the Hungry, both shown in the paragraphs below, have been superceded by the 2012 changes, that of closing down the Foundation within 2 or so years after the Founder's death. Therefore, it is the allocations webpage's definition that should prevail from now on. There used to exist an agreement that before the Founder's death, Feed the Hungry will receive annually, at minimum, $1,000 a year, and after the arrival of the us$3,500,000 or more endowment (shortly after his death) 25% of any funds that are distributed as total grants for each year. That agreement no longer applies as FTH has ceased (for too many years now) to provide financial information, thereby abrogating the agreement. However, the agreement that some outreach activity (preferably Jovenes Adelante) of the Unitarian Fellowship of San Miguel will receive annually, at minimum, $1,000 a year, and after the arrival of the endowment, at least 15% of any funds distributed as total grants each year, is likewise abrogated. Once again, the allocations page percentages shall now prevail . The grants to both FTH and UU are and have always been contingent upon their continuing to meet our requirements, most importantly the financial disclosure (transparency) and continuity of operations requirements. Check the allocations page after the Founder's death to see if either, or both, of these organizations are, or are not, eligible for grants. If not approved, grants to either of them or any other organization not approved, may only be made in accordance with the allocations page. As of March, 2011, both Jovenes Adelante and FTH (subject to their individually continually meeting our requirements) have been changed to tentatively being recipients of 30% of any funds distributed as total grants for each year after the Founder's death. FTH has yet (as of August 2013) to meet any of their requirements as they had repeatedly promised that they would. Even if satisfied by the above requirements, all on-going grantees in San Miguel must meet all requirements shown on the Checklist (summary) and underlying templates webpages. Because of their long history and the Founder's knowledge of that history, the "default" Grantees, the ACLUF and Rider University, and the other USA alternatives to any San Miguel grantees DO NOT have to meet these requirements now or in the future. See more about the duties and responsibilities of the Trustees on the critical webpage and on the replace founder webpage.
2-GRANT MAKING CONCEPTS AND PROCEDURES:
INVESTMENT POLICIES and PROCEDURES (with the Foundation terminating in 2 to 4 years after the Founder's death, this section has two constituencies:
I would hope that there is little or no buying or selling of securities for the most part as I have found that NO ONE in this world is good at timing such transactions, so buying and holding securities (in boring but good companies) generally is the best investment plan but where necessary, the rules I leave behind are:
3A- INVESTING BASICS - Things to AVOID when
Investing:
4-WRITING GRANT checks and other CHECKS The Brokerage firm(s) where we already have our account(s) must be contacted to ask them for forms to make changes in signature possible. At present, I am the only authorized signature. After the demise of Michael Wein, the new President and one other Trustee must counter-sign all checks in excess of us$49. Checks must be signed AFTER the signer (for under $50 checks) or the two signers (for checks exceeding us$49) must physically and visually see that the check is already made out to a specific payee, the amount is already entered in both numbers and letters, AND after the signer or signers have both already examined the underlying invoices or any other relevant documentation supporting the payment (especially including all grantee's required submissions).
5-TEXAS and IRS ADDRESS OF THE FOUNDATION The previous address of "The Michael P. Wein Charitable Foundation, PMB #77A, 220 North Zapata Hwy #11A, Laredo TX, 78043-4464" is on file with the State of Texas. Should there be any change of any sort, whether before or after the Founder's death, the Secretary of State of Texas must be informed so that the Foundation will not lose its Charter from Texas. Notifying the Texas Secretary of State immediately is a critical MUST!!! See the latest Annual Report to the State of Texas The previous address of " ndation, PMB #77A, 220 North Zapata Hwy #11A, Laredo TX, 78043-4464" is on file with the State of Texas. Should there be any change of any sort, whether before or after the Founder's death, the Secretary of State of Texas must be informed so that the Foundation will not lose its Charter from Texas. Notifying the Texas Secretary of State immediately is a critical MUST!!! See the latest Annual Report to the State of Texas and note that the main office of the Foundation must remain in Texas (somewhere).5a - at the same time (when the Founder passes away) you might consider making certain changes, for instance email address and replacing old contact information with new contact information. But, it is a good idea NOT do this for a few reasons. First, the Founder's Executor is authorized to know the PASSWORD so as to access and use the email account so there is no reason to change that (just let the Foundation continue to use mpwcfoundation@gmail.com and let the Laredo post office address continue to be used for the Foundation (for the purposes of the State of Texas only) as the Founder has no need for the P. O. Box now. Too many changes would otherwise be necessary that entail unlocking this web-site that the Founder wishes to keep “as is”. so just use a “repetitive-type note” for to respond (just "reply" using a "copy and paste" technique) to any personal emails for Michael Wein that might come your way notifying the sender of the Executor's separate email addresses. The only change you do need make is on GMail's web-site for mail and on the "settings page" whereby you change the forwarding instruction from mpwinsma@gmail.com to our own email address. mpwcfoundation@gmail.com.
6-FINANCIAL REPORTS OF THE FOUNDATION In addition to Form 990ez prepared annually for the Internal Revenue Service, and annual Texas Franchise returns (whenever either are required), the Trustees should be provided with current financial reports at each annual meeting of the Trustees. Interim records must be kept of all receipts, all disbursements,After the Founder's death but prior to the Foundation's dissolution, annual reports of the Foundation itself should also be forwarded to both Rider University and the ACLUFoundation. One of the things that they are to be looking for is the fact that the Foundation must keep its endowment alive and thriving.
More information can be found at our web-site pages of IRS financial requirements and also at Form 990EZ (although this Foundation might have to file Form 990, not Form 990EZ)
7-Fiduciary responsibilities of the Trustees By Texas and all ordinary American and Mexican laws, each Trustee's first duty is to guarantee the continuance of this Foundation, safeguarding its endowment assets, and using its income and stockmarket appreciation to make grants to organizations meeting the criteria set forth in these instructions. The Trustees are, among other things, responsible to:a. see that all grantees get equal representation in
accordance with the Founder's wishes made clearly before and during the last three
healthy years of the Founder's life. This means that each Trustee's own special interests,
if any, receive no more nor any less representation than any other grantee, and that
the percentage of the total grants existent during these last three healthy years,
is maintained unless some other reason dictated by these Trustee rules is
present. Consult the web-page allocations
for the latest information on which grantees are approved as future grantees of
this Foundation.
b. The minutes of Trustee meetings held during the last 3 years prior to any Founder health problems are to be posted online and immediately after the death of the Founder, all Trustees should be reminded of this availability. Any minutes of any meetings held after those 3 years of minutes are also to be distributed, forever after, so that all grantees have a complete set of Trustee minutes, forever after, or at least until after the dissolution of the Foundation see minutes. c. Financial reports of the Foundation are also to be posted online, again forever after, using the same dates as expressed immediately above (in #7b). See web-page for financial statement for our own statements and continue to use this format in the future when statements are prepared for distribution to grantees. d. Monthly brokerage statements should be physically copied and distributed (or scanned and sent by email attachment) monthly to each of the Trustees. Physical copies will better enable them to watch over the assets of this Foundation. e. Although the Trustees are not authorized to make any changes in the by-laws, operating rules. instructions, procedures, etc., of this Foundation after the death of the Founder, any changes mandated by governmental law or totally unforeseen circumstances, are to be fully discussed and documented in Trustee annual or special meetings and the minutes and the implementation thereof is to be delayed until the beginning of the subsequent calendar year (January 1, not fiscal year July 1). If there is any impact upon any one or more grantees, that (those) grantee(s) are to be given an opportunity to argue for an amendment of the proposed change. Any decisions and/or documentation that comes from this process are then to be uploaded to our new web-site as described on subsequent changes. f. The founders will provides certain remedies in case the Trustees (or anyone else) makes any attempts to subvert the Founder's pre-death wishes. Your attention is specifically directed to the founders will (especially sections d-restrictions... and e-continuity...) g. IRS has published their requirements for various types of Foundations (including ours) and they are listed on the internet at http://www.irs.gov/charities/charitable/
Both Feed the Hungry and The Unitarian Fellowship of San Miguel will provide a Trustee, subject to veto by Michael Wein, or his successor. In the event of such a veto, each organization will provide alternative choices for Trustees until Michael Wein or his successor no longer vetoes. Michael Wein will serve as a Trustee during his lifetime. At the time of the demise of Michael Wein, a mechanism to appoint a successor for him activates. This mechanism is described below at #11-changes occurring after the death of the Founder. Should either Both Feed the Hungry and The Unitarian Fellowship of San Miguel will provide a Trustee, subject to veto by Michael Wein, or his successor. In the event of such a veto, each organization will provide alternative choices for Trustees until Michael Wein or his successor no longer vetoes. Michael Wein will serve as a Trustee during his lifetime. At the time of the demise of Michael Wein, a mechanism to appoint a successor for him activates. This mechanism is described below at #11-changes occurring after the death of the Founder. Should either Feed the Hungry or The Unitarian Fellowship not continue to observe the Foundation's requirements and thereby abrogate our agreement (as described above in section #1 - duties ... of Trustees), their seat as Trustee may be given to an alternative recipient of large grants whose organization does observe our requirements or in the absence of such a recipient, any other reputable San Miguel resident. The latter Trustees are to be appointed in such a case by the Founder or his successor.What a new Trustee should wish to know before accepting appointment as a Trustee What a new Trustee should wish to know before accepting appointment as a Trustee
9-SPECIAL TREATMENT OF CERTAIN GRANTEES AND POTENTIAL GRANTEES: FTH and UU - As originating organizations with contractual agreements with this Foundation, certain special latitude is extended here, but both organizations must continue to meet their responsibilities under their individual agreements and also provide annual comparative financial statements accurately and completely disclosing the results of their operations, as well as meeting the requirements specified on their individual annual certification letter. As of July 21, 2010, UU is meeting their requirements while FTH has not done so for years. With the turnover of the FTH seat on our MPWCF board during 2010, Chris Peeters has taken the FTH seat under the understanding that there is a great probability that FTH will not receive any grants from the MPWCF during the Founder's lifetime. After the Founder's death, there is only a possibility that FTH might once again apply for grants and then only receive such grants if two most important requirements are present. One, that the then-current three Trustees are unanimously of strong mind to re-instate FTH because other then-current Grantees are not in greater need of our grants and, two, that FTH is meeting all of our requirements, but mostly that of complete comparative financial statements plus full Disclosures and complete transparency. This latter point would also include our continuity requirements. And, lastly, this has been demonstrated for a period of at least 3 consecutive years. Finally, the preceding requirements, like with all others of our past and current grantees, must continue into the future as well Biblioteca Publica - As an organization that has had (and most likely will continue to have) significant tumultuous changes in administrative and executive management, and as one organization which by necessity does not meet our criteria for low overhead, we had reached a compromise with them whereby our grants would have gone directly into their separate Stirling Dickinson Scholarship Fund, bypassing the Biblioteca General Fund entirely. Each year's grant was to remain a one-time grant, and our Trustees' renewals were to be contingent upon, among other things, being provided sufficient factual material so that we could ascertain that our grants did not replace (or were counted as part of) in any way the "5% of total Biblioteca income" that the Biblioteca bound itself (in the year 2000) to also give to the Scholarship Fund each year. After we made repeated grants to them we found that they repeatedly ignored each of their many promises to us. And in addition we began to notice that Atencion and Biblioteca promises were also more often than not, not kept as a matter of course. As a result, no further grants are ever to be made to the Biblioteca or to its sub-functions. It may just be a case of turnover in personnel or administration, but we had witnessed (as of 2006) 13 years of repeated instances of blatant and unilateral abrogation of every one of the promises (many were in writing) made to us. However, we re-instituted grants directly to the SDS Fund in 2007 with the promise from its own Director that she would personally see that our requirements are met. This, once again, was not done. We will no longer re-visit this situation. Patronato Pro Ninos and C.A.S.A.- without discussing the reasons for this decision in this too-public venue, no further grants are ever to be given to either of them. For more information on this, see certified_grantees, potential grantees, and specifics about potential grantees.
a. other than for USA, Texas, and/or IRS legal requirements, our By-laws shall never be amended after the demise of our founder, and our methods of operations shall NEVER change from what it was during the last three healthy years of our Founder's life. b. this web-site (or a publicly announced successor web-site) will always be maintained and kept up to date regarding our activities and processes (especially regarding any changes from the past) as will public announcements in all available media and email facilities. Because of its availability to the entire planet, and because of our beliefs in transparency for both our grantees and ourselves, this website will always be the "last word" in resolving any disagreements between our own Trustees, our own Grantees, or any of our other constituencies and it shall supercede all other documentation other than signed contracts between our Foundation and other parties.c. The By-laws, minutes, and all instructions, promises, requirements, and all other operating procedures shown on any public medium (web-sites, public publications, etc., including non-public individual emails, but including any contractual commitments) will always constitute the operating rules of this organization. d. as conflicts between all of the above documents might (and probably will) unfortunately occur, the order of instruction precedence is as follows. First, the by-laws of this organization take highest precedence, followed by, in this order: all of the provisions of the Founder's Will and Trust Agreement (as elaborated upon in the entire "d-restrictions ..." section on the founders will webpage), e. this Foundation will attempt as much as is possible to follow its own requirements for the grantees, among which is an open and transparent operation. Although described in greater detail at #7 above, the IRS and USA legal papers, the minutes of board meetings, the financial reports, and the other operations of this Foundation, commencing after (reason for "after" is as follows: until the large endowment is received at that time, this foundation is relatively small) the Founder's demise, will be made available to all grantees. Part of the reason for this is to assure all interested parties such as all grantees (including any grantees who have trustees on our board) and any other person or organization, that no one party is receiving an unfair change of relationship that was not anticipated AND provided for in these operating instructions well BEFORE the demise of the founder. f. However, we recognize that there is always a small possibility that some things or problems have been overlooked by the Founder. In the event that changes are required for any reason, full disclosure on the new website created in accordance with our subsequent changes page is the page to be consulted by any interested party (grantees, Trustees, any one at all). See especially, point #11 immediately below this current point #10. g. There are EXCEPTIONS to the foregoing guarantee. In the unlikely event that the Founder of this Foundation is deported, incarcerated, or otherwise forced, by any action or inaction by Mexican authorities or any other local residents and/or citizens, to adversely change his normal (defined as his life prior to the year 2010) condition of life substantially, the beneficiaries of the Foundation's us$3,500,000 (or greater) endowment may be changed from charitable organizations located in or around San Miguel de Allende to other charitable organizations, including chiefly the American Civil Liberties Union Foundation, Rider University (New Jersey) or other worthy organizations located in any country other than Mexico.
h. The Founder has every present intention of
living out his days in San Miguel. However,
in the event that the quality of his life in San Miguel deteriorates
unacceptably because political, military or other
types of quality of life disturbances, or the enforcement, or lack thereof, of
However,
in the event that the quality of his life in San Miguel deteriorates
unacceptably because political, military or other
types of quality of life disturbances, or the enforcement, or lack thereof, of
contracts,
local laws or regulations such
as building codes, noise ordinances,
immigration procedures,
tax laws, health or environmental regulations,,
tax laws, health or environmental regulations,
cause the Founder to experience
substantial physical, medical or emotional distress, the location of the
Foundation's beneficiaries may be changed as specified in point "g."
immediately above.
,
tax laws, health or environmental regulations,
cause the Founder to experience
substantial physical, medical or emotional distress, the location of the
Foundation's beneficiaries may be changed as specified in point "g."
immediately above.
i. During the Founder's lifetime, any and all determinations that factors such as the foregoing substantially and negatively have impacted the Founder's quality of life shall be made solely by the Founder. The Founder reserves the right in his sole discretion to change some or all of the Foundation's beneficiaries if he determines that any of the above types of factors have caused substantial, negative changes in his quality of life. j. The foregoing exception to the Founder's guarantee shall continue in effect after the Founder's death if or when the Executor (who is also the Trustee of the Founder's Trust Agreement) of the Founder's Wills determines, in his/her sole discretion, that any of the foregoing types of negative factors have contributed substantially to the Founder's death or to the deterioration of his quality of life during his lifetime. In the event that the Executor makes such a determination, he/she shall have the sole power to change the Founder's beneficiaries in the same manner as that reserved to the Founder during his lifetime. All determinations and decisions made by the Executor in this regard shall be final and may not be appealed. And, since the Mexican so-called "capital gains tax" will not be applied until after the Founder's death, the Executor is specifically authorized to make all decisions in this regard after deciding whether or not the so-called "capital gains tax" has been applied consistently and fairly to the Founder's assets as compared to other sales after death of other similarly situated very long-term and full-time residents of Mexico. Post-damage (2014) conclusion: In case there is any doubt on the part of a reader of the above, after well over two years of waiting for the person responsible for huge damages (as defined above) to both the Founder and the MPWCFoundation to make any attempt at restitution for the damages she caused, Michael Wein is forced to declare the obvious and observable facts
11-CHANGES OCCURRING AFTER THE DEATH (OR DISABILITY OR RESIGNATION) OF THE FOUNDER At some point in the future, after the earliest event (either his mental disability, or his resignation from the board, or his death), the board will be required to replace Michael Wein as the third Trustee and replace him in the offices he now holds. His Estate documents instructs the other 2 Trustees on the method of replacing him as Trustee, both immediately at the time of the above earliest event, and later on when replacements of the replacement Trustee is also required. According to our 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 in a paper document called "List of Names Provided by Founder to Replace the Founder as Trustee after his death" 2012 additional note - since the Foundation is to be dissolved within 2 or so years after the Founder's death, this paragraph is not necessary as the Founder's Trust Agreement specifies that the Trustee of the Founder's Trust is to become the first (and now only) Replacement for the Founder on the Foundation's Board of Trustees. At some LATER TIME, after 2, but hopefully less than 4, years after the Founder's death, the Foundation should be dissolved, all in accordance with Article #8 "Disolution" of the Foundation's Articles of Incorporation as shown on the Legalities page Guidance on how to proceed to this point is shown on the replace founder page as Although it is specified in the by-laws and on this Trustees page that NO changes be made to either after the Founder's death (except for changes mandated by governments and the above changes in officers), it is certainly possible that some things or problems have been overlooked by the Founder. In the event that changes are required for any reason, full disclosure of a new website created in accordance with the subsequent changes page is the place to be consulted by any interested party (grantees, Trustees, any one at all). In the event of a "material change" (see IRS definition of "material" on their web-site) in the way the Foundation is being run, see the IRS page at the following URL: http://www.irs.gov/charities/ . Also if the Foundation is terminated, see the IRS page at this URL: http://www.irs.gov/charities/
The President will be the chief
administrative officer and will also schedule and run all meetings.
This position shall always be filled by the then-current replacement for the
Founder The Treasurer will be responsible for reviewing and maintaining all financial reports (including those prepared for outsiders and government authorities), even if they are prepared by some other person (the other person would most likely be the chief administrative officer). Among the most important requirement of the Treasurer is a cash flow projection and a recommendation to the other officers of how much in total grants (both the ongoing and the one-time variety separately) we should make each upcoming year. In making this recommendation, the Treasurer must also keep in mind the state of the stock market and how much inflation effects the need for continual growth in our endowment fund. The Treasurer shall maintain a spreadsheet that lists each security and the 12 months of each year and the dividends paid by each security. This spreadsheet shall be maintained for both cash flow projections and historical accuracy of past receipts. The Treasurer shall present to every meeting a listing (in reasonable detail) of all past receipts and expenditures, a similar listing (perhaps combined with the past details in a columnar listing) of estimated future receipts and expenditures, and a detailed listing of all assets and all liabilities and all future commitments as of each year-end (and all of this should be done on a cumulative basis during the year, so that once a year, cumulative statements are created and saved for historical purposes. The Secretary should prepare all public announcements and see to their publication. The Secretary will also be responsible for the storage and maintenance of the historical continuity of all Foundation records (including, but not limited to, financial records, minutes, contracts and agreements, bank statements, tax returns, etc.). These records may be originally prepared by another person but the Secretary is responsible for the review and maintenance of them historically and forever. Duplicates of all of these records should ALSO be maintained on the MPWCF's computer and backup files. It should be emphasized that after the Founder's death, when the endowment of this Foundation will have increased dramatically, the financial reports and the minutes of every meeting should become much more detailed and encompassing much more than they were prior to the arrival of the endowment. The minutes of each meeting must include the details and reasoning behind all actions taken at meetings. The above officers will select one of their members (I suggest the most computer-literate of you) to up-date the new website that was created in accordance with the subsequent changes page of this web-site, but all officers have the joint responsibility for reviewing the web-site for accuracy and for observing its dictates. 2012 note - Since the Foundation will go out of business within a few years, it MIGHT be unnecessary to create this new website UNLESS some turmoil occurs either caused by any of the Trustees, any of the Grantees, or any of the default Grantees, or any other non-governmental authority. In the case of such turmoil, it might be that the party desiring the new website should create it at their own time and expense and be reimbursed for such time and expense ONLY if they are proven to be "right" by an independent arbiter (possibly one that the Founder selected in his handwritten list provided for in Sch. B, Clause #1 of the Michael Wein Trust). The above officers will select one of their members to be the recipient of incoming email reports from all grantees and other senders and be responsible to distribute email copies to the other officers. I suggest that mpwcfoundation@gmail.com continue to be the Foundation's email address. The evaluation of all grantees input (both old grantees and any new grantees) is the joint responsibility of all Trustees, as will be the changes, if any, in additional input requirements requested from all grantees each year. Only if circumstances change well beyond the Founder's intents shall new grantees even be considered. Finally, due to the turnover in expatriates lives in San Miguel, once the Founder passes away, the other three Trustees must make provisions for their own unexpected and untimely departure from this town, most especially regarding other Trustee's access to Foundation original records that are maintained by themselves. Too often have volunteers working at various organizations in this town passed away and their own family has disposed of essential documents that the family never knew were critically important to the organizations that each volunteer worked with. Therefore, in the interest of our own continuity, individual processes of duties of each of our Trustees should be committed to paper and updated annually. The edited and updated copies of these written procedures should be maintained on both the MPWCF's computer and backup files and in the Secretary's permanent files. Copies of the written procedures should also be sent to the other Trustees.
13-COMPENSATION OF OFFICERS AND TRUSTEES No officer or Trustee is to be compensated for his or her services with the following (possible) exceptions: a. The position that replaces the Founder, but not the temporary replacement of the Founder by the Executor of his estate, which shall remain an unpaid position until the time of his death, may (but only if all Trustees deem it necessary) carry a small and reasonable compensation thereafter. b. The annual amount of this compensation (together with all other overhead), must never exceed the greater of:
c. The Officer and/or Trustee who takes this position may take part in the discussions of his or her compensation but does not have a vote in the decision. The other two Trustees must both agree to the amount of the annual compensation, the timing of the payments, and any other factors that go into such a compensation discussion. d. The Officer and/or Trustee is not being paid completely for the value of his work as he or she is being partially compensated by the psychic income of the good work he or she is doing for the community. e. The other two Trustees shall realize that without such a "working Trustee", their work increases commensurately.
g. in any event, the compensation of any officer or Trustee should be specifically described in any private, public, or tax-related financial statements.
14-RESTRICTIONS ON THE ACTIONS OF THE TRUSTEES SPECIFIED IN FOUNDER'S TRUST AGREEMENT The Michael Wein Trust Agreement (which provided the endowment for this Foundation) in Schedule C states the following: Schedule
C: Conditions (or restrictions) on the use of all bequests
to The Michael Paul Wein Charitable Foundation, Inc. The Settlor’s (Michael Wein is the Settlor) predominant reason for establishing the Foundation was to initially promote, and later ensure, transparency and full disclosure of both finances and operations of each of the Foundation’s grantees that are operating in Mexico, as well as promoting and implementing procedures necessary to maintain continuity of the missions and operations of such grantees in a retirement community where turnover of grantee and Foundation personnel is by necessity constant and continual. Therefore, all bequests of securities or other payments of value to the Foundation or to its Grantees are forever subject to the requirements for the operation of the Foundation specified in the following documents. Should any conflict appear to exist between and/or among the provisions of these documents, their intent and meaning shall be construed in the following order of priority: and meaning shall be construed in the following order of priority:
The By-laws declare, among other things:
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. Paul’s 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 VII - Prohibitions
against changes in Foundation's mission, goals, and operations before and after
Founder’s 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 Foundation’s
endowment after his death or disability:
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.
In addition to the above by-laws and above Schedule C (Conditions and Restrictions) of the Founder's Will and Trust, a reader of this section should be aware that the beneficiary's Schedule B, clause #1 (summarized in the founders will, although the Trust Agreement itself should be consulted as it is much more specific regarding each detail) of the Trust specifies a process detailing just how the above restrictions are to be implemented after Michael Wein's death and what an interested party, upon discovering perceived violations of these restrictions, could or should or must do.
So, as a result of all of the above, the following instructions from, and written directly by, the Founder apply to all Trustees and constitute restrictions on them:
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