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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 file called
"List of Names Provided by Founder as Replacement Trustee.doc"
This web-page is specifically written FOR the new trustee who
has just been selected to replace 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.
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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. This page will probably be useful for any
later new Trustees as well.
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 is at www.mpwinsma.com/.
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,
FAQs, calendar, certified grantees,
our own financial statement and then after
those six pages, ALL of the others (note: look at site map for MPWCF
which will give you a fast and better idea of what is on each MPWCF webpage - be
aware, however, that for various reasons, 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$2,900,000 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 NOT do
this 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
and the La Conexion post office address (Box #77A in Laredo TX) so it can
continue to be used as I obviously have no need for it from now on. Otherwise,
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 emails that might later come your way notifying the sender of my
(well, only approximate) whereabouts and the Executor’s whereabouts (solely email addresses). 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 new PERMANENT email address. By the time you read this,
this web-site
is to be considered 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.
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) |
| .. legal documents (certificate of incorporation, bylaws,
minutes, agreements, etc.) |
| .. tax returns (original request to IRS for tax-exempt
status; the annual Form 990-, 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 2
"folders" at end of long listing of mailboxes, both
folders starting with
"FDN-....,) |
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| 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 (very little) expected for each security the Foundation owns for
the entire current year (an early projection for the following year should
be created every October 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. |
| 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. |
Where are the printouts of any of the above?:
.. mostly in the blue looseleaf binder, but 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 or is otherwise
unavailable OR someone attempts to change any of the web-site pages. If I
do do this, it will not be until I am finished with the entire website (and that
may never occur, as changes always come up), but I will leave the .PDF copies on
the computer in a folder (probably) called e:\mydocs\PDFconvertedDOCs\
How to handle and then invest the monies coming in
after my death:
| ..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 which should be made available
to you to review/read at
the same time. |
| ..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 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 are is still alive, these
securities will be kept intact but the income from them will be theirs for
life. At their death, my Estate's Executor will then transfer these
securities to the Foundation. An exception to this handling of the
Segregated Assets could occur in accordance with points 10g through 10j as
described on the trustees page. This could
especially be true if the Immigration Bureau (INM) has not completed their
issuance of the Founder's Permanent Inmigrado Status papers which, when
applied for on March 30 2006, were accepted as complete and correct, but
which since that time have been lost three times and just drowned in
incompetent bureaucracy. |
| ..Monies should arrive as follows: there will be monies from
both my American and Mexican Wills and my American Trust (which were bequeathed to
persons who did NOT outlive me or are otherwise unlocateable) so these revert to the MPWCF instead);
and then, later on, monies
from the sale of my house and other Mexican assets if this exceeds us$1,000,000; as well as 50% of the excess of $1,500,000. |
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 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 "certified grantees" web-page) that
are designated as on-going grants (as opposed to those portions designated as
one-time grants) be continued year after year in amounts at least as great
as the previous year (if not greater). There will be occasions (see
"Our trustees" on web-site; also see mpwcf-cashflow.xls)
where this is not appropriate, or in case of a prolonged "down" or
"bear" market, this is not possible, but other than these
instances, this policy should be observed. Therefore, in cases when future
conditions are not ascertainable or very doubtful, it might be wise to give
"ongoing" grantees an ongoing grant EQUAL to last year's on-going
grant PLUS a one-time grant that is described as "not necessarily to be
paid again next year". It might be a good idea to give ongoing grants
equal to or somewhat higher than only the physical cash received from dividends
(or interest, if appropriate) and let MOST of any accumulated appreciation
"ride" in anticipation of future "down" markets.
Remember to keep a running tally of the inflation factor (figure 2% or more
- see above spreadsheet) so that there is a long-term attempt to let the
portfolio increase over a period of years to at least reflect the loss of
buying power due to inflation. |
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, and you should also look at the contra possibility in a very good year
to make 12% the maximum, so that normal years have payouts of around 8%-9%.
Some thoughts regarding current and approved grantees:
| Scattered here and there in
these instructions (and in Trustees on web-site) are reasons why certain
organizations are NOT to be ever approved. There are also reasons why some of
our larger grants are NOT to be increased. There are also some reasons why
certain grants should be decreased or eliminated altogether. These are all
"fine-line" situations where the circumstances must be examined.
In any event, however, the criteria for all grants MUST be always observed
for the most part. Definitely refer to the web-pages Our grantees
and certified_grantees as well as ALL
of the sub-pages underneath that latter page. |
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
available, 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 2010, the 990ez report was
required and was filed annually. |
| .. 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. |
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.
Management
of the Board of Trustees:
| ..consider recruiting additional assistants in
a "board of
kitchen advisors" (see more about this, below) to think of things not
thought of (ideas, potential problems, new recipients, etc.) to augment
yourself and
the other two current trustees. Out of this should come replacement trustee
discussions, etc. With our income going from the smaller amounts that
I personally contributed each year, going up to the amounts that the
$2,900,000 or more endowment will throw off shortly after my death, you will
have to adapt the Foundation and its procedures accordingly. |
| ..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 (and perhaps some assistants) 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. |
| ..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. |
| In addition, it might be a good idea to supplement the
time and ideas provided by you and the 2 other Trustees by creating
something that used to be called a "kitchen cabinet" or a
"brain trust". The following are merely my notes on
this subject (written a long time ago):
| ...some random names for such: Alfred Pepping, Steve Goldstein, David Nelson,
Carol Schmidt, Jesus Cabral, Don Gussin, Bill Greenfield, Michael
Schiavo |
| ...problems currently under consideration: (if my current plans do
not worik out as planned and we need one or more additional grantees,
then you must consider) obtaining more grantees that are willing to do more than just take money;
to be open with us as a 1st step to being open to other people they solicit;
to have procedures/processes that will carry them thru 2nd and 3rd generation volunteer executives;
i.e., transparancy and continuity proven to have already met our
requirements. |
| ...future problems under present conditions: I will leave a minimum of
$2,900,000 or more probably and possibly much more if I live longer - the new trustees should be able to get
10% on that but (8% is a very conservative figure) 8% of only $2,000,000 is $160,000 a year to distribute (more likely $200,000 or more) - therefore it is imperitive to get ideas in place now |
| ...brain trust - want replacement trustee to come from this group, maybe
need a younger person for something; etc |
| ...how to proceed: get to know each other's strengths and weaknesses so we can use the strengths; ego s/b left out as many ideas have already been considered; will meet 2 to 4 times a year and discuss thoughts and ideas |
| ...not responsible for day to day operations, although replacements on board of trustees may be selected from their midst |
| ...looking for thoughtful people with varying abilities to form board of advisors or brain trust to advise the Trustees on practical things (investments, grantees, controls, etc. To think of things not thought of (ideas, potential problems, new recipients, etc.) out of which will come (based upon their votes, the replacement trustee for me) |
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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.
.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.
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