|
| |
UNDERPROMISE
and OVERDELIVER
What are our Trustee's duties and
responsibilities?
Our Current Trustees:
 |
Bell, Peggy - ex-president of the Unitarian-Universalist Fellowship, at the
Posada de la Aldea, Ancha de San Antonio #9, San Miguel de Allende |
| Peeters, Chris - Director of Feed the Hungry, an outreach
program of St. Paul's Anglican Church, Calle Cardo, San Miguel de Allende |
|
Wein, Michael - President and Founder of this Foundation, Suspiros 14, San Miguel de Allende |
|
Future Trustees of the Foundation:
The operating procedures of the Foundation call for
replacement of the three current Trustees, whenever necessary from time to time,
with two new Trustees, drawn directly from each of our two major original
grantees. The replacement of the Founder, Michael Wein, as Trustee, is to occur after his
demise in a fashion stipulated
by our by-laws and the Trustees.htm webpage (see founders will
and the section at the bottom referring to the By-Laws Article IV - Trustees,
clause #5 --- in addition, click
here on replace founder
to find instructions to aid any new replacement Trustee).
In accordance with the restrictions written into the
Founder's Estate legal documents (The Michael Wein Trust Agreement),
current and/or future Trustees are not allowed (by these
instructions and other legal constraints) to ever subvert the wishes and the
direction shown in these "duties and responsibilities of the Trustees" as they are written now prior to the death of the Founder
of this Foundation. All changes must be made by the Founder and therefore
must be made prior to his demise. Most especially, grant policies are not to be changed, nor can any amendments to the
by-laws be made, unless the laws of the State of Texas, or of the United
States of America, require that very specific changes be made.
Although there
should be no changes after his death from what the Founder specified on this
web-site, any changes that do become necessary by virtue of changes in laws (or
ANY other reason) must be fully disclosed at subsequent changes
and you, the reader, can complain to all overseeing authorities and/or other
beneficiaries if the changes do not
appear appropriate. The following paragraph describes this.
The Founder's Will describes the conditions of his bequests and a copy of the applicable clauses
can be found at founders will,
specifically the section marked "d-restrictions
on the use of the endowment ... ". In case of any conflict in instructions, the
Schedule C portion of the founders will
must take precedence.
In
the unlikely event that at a later date some instruction, provision,
requirement, or other dictum (hereinafter "provision") listed
on this web-site, is adjudged by a court or other legal entity to be
illegal, that judgment shall not effect any other provision made on this
web-site.
No
funds of this Foundation may ever be used to ever attempt to overturn
any provision made by the Founder on this web-site.
|
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.
To aid each reader,
be aware of the following. As our Foundation, and its grantees and
other readers of this web-site, have all matured in our relationships with each
other, some of the information below this line may have become less important now than it had
been in the past. If
that is so, it remains
here for historical continuity and for the newer reader who may still find this
information necessary or useful
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
8-Appointment of New Trustees
9-Special treatment of certain grantees and potential grantees
10-Our Guarantee to grantees that our operations shall never change (with only one
potential exception)
11- Changes occurring after
the death (or disability or resignation) of the Founder
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 document is an on-going work in progress but may be
changed
ONLY by the Founder during his lifetime (and by no one else after his death), to instruct and further define the duties of the Trustees.
The regular and ordinary agenda for topics of Trustees discussion are grant
applications, 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.
Some time 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$2,900,000, 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). 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, plus any net appreciation
accumulated from occasional sales of securities (that is, net appreciation on all securities
investments cumulatively since endowment's inception) may be distributed in
grants to organizations that meet the criteria set by the Foundation's By-Laws, and "Our
Goals and Mission", and the pages of this Web-Site
(although primarily, this "Trustees" page).
However, it must be
remembered that, with inflation, the gross endowment (basically,
this is almost the same as
total assets or the same as net assets) of this Foundation must continue to grow,
on average, a little each year just to stay level with inflation. In
addition, the Trustees must remember to set aside (or hold back) sufficient
appreciation so as to have sufficient funds for distributions in years (or
even prolonged periods of many years) when the investments show a net reduction in their
values due to the normal periodic decline because of normal up and down fluctuations in stock markets. The history of the USA
stock market shows that steady, long-term investments in ordinary
unspectacular blue-chip companies, will return (not each year, but almost
certainly over any 10 to 20 year period of time - see history of
Founder's estate prior to his death) about 10% a year, including
compounded dividends. This
Foundation should strive for about 7% to 10% return on average over every 5
to 10 year period ("return" being defined as yield in dividends and interest PLUS
net appreciation of all of the underlying portfolio). Any investments that are
expected to average more than 10% in annual (appreciation plus dividends)
return are to be considered too risky and therefore probably not acceptable investments for
this Foundation.
All
investment and grant planning should be very conservative, even going so far
as to anticipate that a long-term down (or bear) market is just
about ready to impact upon our investments and that, in addition to decrease in portfolio value, dividends paid to us are
possibly likely to be decreased or even omitted. It is critical
to plan for these possibilities, so that the likelihood of having to
decrease our on-going grants to our grantees is so minimal as to be
virtually non-existent. Even in years of great growth and/or
great dividend return, it would be better to make "on-going
grants" to our grantees in amounts equal or slightly greater than last
year's grants AND ALSO (if
occasionally necessary to disburse excess funds) add to that,
an additional "one-time grant" using some of the excess funds.
In such cases, it should be made very clear to each grantee that the
"one-time" portion of that year's grant probably will not be
renewed the following year. This, you might suggest to them, is extra money, to be used to increase (or start) their own endowment (as
differentiated as usable for that year's operating funds). For a record of our
past history of investment returns, see history-estimates,
and to see how the endowment comes to be created, see funding.
The great downturn in the securities markets in 2008-2009 is recent
evidence of this. As a rule of thumb, the minimum amount of grants in any one
year should be not less than 5% of the Foundation's endowment, nor more than 12%
(if this remains within our policy of growing the endowment at a rate to keep up with
inflation). The IRS requires (at the time of this writing) the minimum of 5% and good sense dictates the
maximum of 12%. In the normal average year, we should calculate total grants
to all grantees to amount to around 6%-9%. And, it would be a good idea to check IRS rules each year to
ascertain if the 5% minimum has not changed (there are always penalties assessed
for changes in IRS rules not observed by Foundations). Remember that the increase in
endowment comes from a combination of dividends or other income PLUS net
appreciation itself. Therefore, in order to build UP the Foundation's
endowment to keep pace with inflation, you must, each year, plan for and be
prepared for years when there is a downturn AND at the same time, you will still
have to pay out 5% if IRS still requires that as a minimum. That means
holding back available money from giving it out in grants in very good years
that just may be followed by bad years.
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$2,900,000 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 many years) 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, continues in effect. 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 certified
certified
(approved) grantees
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 certified grantees page
and its underlying (linked) pages.
As of March, 2011, both Jovenes Adelante and
FTH (subject to their individually continually meeting our requirements) have
been changed to 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 2011)
to meet any of their requirements as they had promised that they would.
The
remaining percentage of the total funds to be distributed each year will be discretionary. However, ALL organizations
(both the contractually committed FTH and UU, as well as the discretionary) that
are to receive these funds must first be certified and continue to meet the following criteria:
a - their goals must be compatible with the goals of this Foundation, as
stated in our document "The goals of this foundation". see Goals-Mission
b - they must have satisfied the Trustee's
continuing requirements regarding
necessary "grant request" information, as updated annually.
See Eligibility and 1st
year requirements for new grantees and future requirements
for on-going grantees. As
of October 10, 2008, this Foundation has ceased (either permanently or
temporarily) accepting new grantees.
c - they must be completely open and public in their financial disclosures to the
rest of the San Miguel community (**). For a more detailed definition
of this, see questions #23 through #27 in
FAQs and comments made under financials-example,
transparency
and BBB & public accountability as
well as beliefs
d - they must be willing to accept some form of
periodic independent review or audit, if desirable from the community's viewpoint
(**). This should include the
processes described at our web-pages called audit
procedures and internal control.
e - they must submit a detailed financial statement comparing the
current year's actual
results with the projected financial results (the current year's budget) submitted a year ago. This
report should also disclose last year's actual and next year's budget, all resulting in
one comparative statement. This should be done in a financial report which shows
4 columns of comparative information. See examples
and financials-example for more on this.
f - The Trustees must make sure that they
themselves do not cause a radical change between last year's grants and the
grants of the year currently under consideration. This is to prevent the
Trustees from disrupting the funding of any grantee organization in any arbitrary
way from year to year, and this will enable each grantee organization to fulfill its own
grant commitments. One exception to this criterion is possible if the
organization in question is a grantee organization that has discussed its
upcoming planned change with our Trustees and together they have worked out a plan for
the future, etc. Another
exception may occur when the Trustees see fit to distribute otherwise
unallocated excess Foundation funds when, in addition to making a
normal recurring grant of approximately the same amount as last year, the
Trustees assure themselves that they have excess funds to distribute this year and
wish to distribute some of these funds to
ongoing grantees. However, in this latter case, the Trustees must make the
grantee organizations completely aware that this separate amount is not a recurring
amount and quite probably or even possibly will not be given again the following year.
Even if satisfied by the above requirements (a
through f), all on-going grantees must meet all requirements shown on the Checklist (summary)
and underlying templates webpages.
Trustees should come up with some new mechanism to reduce (or
otherwise re-allocate to other ongoing grantees) the otherwise growing grants when one of our
normal recipients has a quantum change in their needs or their program or the
implementation of either. The following reasons are merely some examples:
| grantee's costs start to go out of line (for example, in a significant change from the
previously volunteer system, etc. to a paid employee system) compared to prior years.
|
| a commencement of compensation to grantee's executives or others who were
previously not compensated.
|
| grantee's mission has been fulfilled or changed totally or
significantly. |
| the grantee's financial reporting system or other controls is not deemed adequate or
accurate or they lack full disclosure (**).
|
g - Organizations having a low percentage of
organizational overhead and a high percentage of "their mission"
costs, are to be favored over the reverse situation. In other words, the costs
of the organization itself should be minor when compared to the costs of
providing the mission work (providing food, or education, or scholarships,
or housing, or medical care, etc.) itself. The ideal organization should
have less than 10% overhead and more than 90% mission(**). Their
financial statements should reflect this in a way that the reader can judge for
him/herself. An example of this can be found at our web-page financials-example
h - Our Philosophy regarding grants and grantees:
Each grantee organization should have a plan that includes
a method that tracks the performance of their own organization, their own programs
and/or its participants. This tracking should define clearly their main
objectives and obstacles, and any plans to become somewhat more
self-sustaining than at present. This plan should also enable anyone
to evaluate the effectiveness of their plan and its methods. If a
grantee organization won't commit to measure their return on our
Foundation's investments in them, the grants may either not commence, or,
if started, may cease. An
assessment of each organization's continuity plan
is an essential part of this philosophy and should be conducted annually by both
the grantee and this Foundation.
An additional note:
(**) these requirements are to be less stringent in the early
years (2000 to 2010) of this Foundation, but
they are to be enforced more strictly as the years go on and the progress
towards these goals, organization by organization, becomes more apparent.
And, of course, when the endowment grows larger at the time of the founder's
death, these requirements become even more critically important from that point
on. At that time, they must be enforced 100% of the time with all
ongoing grants and grantees.
IRS has published their own
requirements (see IRS information and IRS
financial requirements) for various types
of Foundations (all others as well as ours)
See more about the duties and
responsibilites of the Trustees on the critical
webpage and on the replace founder webpage.
2-GRANT MAKING CONCEPTS AND PROCEDURES:
| In addition to the criteria set forth above, the Trustees should
consider the Goals & Mission of this Foundation and how each prospective
grant complements those goals.
|
| Criteria for minimum and maximum distributions should include, at least, the
following:
|
---that the Foundation ---that our Foundation always
pays out at least some amount between 80%-100% of that year's cash available (including cash from sales of appreciated securities),
but never digs into its original endowment, as calculated cumulatively after it has been adjusted upwards for inflation's impact on it.
---that our Foundation overhead never exceeds
1% of total income (excluding appreciation gains).
---that no one charity receives more than 30%, no
two charities more than 60%, no three charities more than 80%, and
no four charities more than 95%, of
the year's distributions.
--- that San Miguel charities be the primary
recipients of grants. However, if this is impossible to do in the
absence of sufficient certified
grantees, the Trustees are to make distributions to the USA default charities
in lieu of San Miguel charities. This latter clause is a default
provision which comes into play only if this Foundation does not
operate in accordance with the Founder's wishes as described on this web-site,
or if sufficient eligible organizations in
town have not been found that meet our stated requirements.
--- both of the last two above
paragraphs may be moderately changed (preferably temporarily, but if
necessary, for longer periods) only if for various reasons consistent
with our requirements for transparency and continuity, we do not have at
any one "grant-paying" time, at least four organizations in
San Miguel that have been both certified AND meeting all of our
requirements.
| Each grantee organization should have a plan
that includes a method that tracks the performance of their organization,
their programs and/or its participants. This tracking should define
clearly their main objectives and obstacles, and any plans to become
somewhat more self-sustaining than at present. This plan should also
enable anyone to evaluate the effectiveness of their plan and its methods.
If a grantee organization won't commit to measure their return on our
Foundation's investments in them, the grants may either not commence, or,
if started, may cease.
An assessment of each organization's continuity
plan is an essential part of this philosophy and should be conducted annually
by both the grantee and this Foundation.
|
3- INVESTMENT POLICIES and PROCEDURES:
When it later becomes necessary to invest excess
cash from whatever source, Trustees may only invest in highly liquid securities
traded only on the NYSE and NASDAQ. Securities must be safe and
more likely to produce current income, as
opposed to capital appreciation. At least two/thirds of the Trustees must
agree on any investment decisions, whether buying or selling securities.
Investments must be diversified and conservative. Projected current income
from new investments should meet certain criteria, such as longevity of
continuing dividends, a conservative ratio between actual earnings and the dividends paid out of such earnings, constancy of earnings, etc. While
the following thought need not be the final
authority on what investments will do best in the future, the Trustees who
are in office immediately after the death of our Founder, might consider
looking at the Founder's entire (not just the ones that are transferred to
this Foundation) portfolio of securities owned and see if any of the bulk of
those securities might make suitable investments. And, in general, the
endowment should be mostly invested in equity instruments (common stock)
rather than bonds or preferred stock.
I think that to aid the Trustees reduce their searches
for proper new investments, many or most of the investments might well be
ETFs which are preferred much more than mutual funds (even though they are similar)
for this Foundation. The webpage on ETFs should be
read as well as considering the list of ETFs that are at
the bottom of that page as recommendations for purchase (at least they were,
back in 2005 or so - this quite likely has changed).
As described in #1 above, the initial securities will arrive at
the Foundation's door as a result of execution of the founder's will,
after the death of Michael Wein. Any cash received from the
Founder's estate (or from sales of securities from the Foundation's own
portfolio) may be retained for current grants or slowly invested in long-term securities over a minimum
period of one year, or possibly even longer, while temporarily being held in
taxable ("taxable" is a catagory, even though non-taxable to this
Foundation) money
market instruments until they are invested in long-term securities.
Since it is always impossible to tell, at the moment of investment, whether
the investment climate is getting better or worse, it is suggested that
the movement into long-term investments be spread out over this one year (or
longer) period of time. Monies held in
the interim period should be held in a taxable (not-tax-free) money market mutual fund
provided at any brokerage firms. Bonds
should be used only in a period of exceptionally high inflation when the
bonds are already highly discounted so that any potential future increases in interest
rates will not impact adversely on market values of the bonds. But, it
should be emphasized that Bonds, Money Market Mutual Funds, and the like,
are ONLY short-term investments as I wish the Foundation's assets to be
invested in long-term securities and/or ETFs.
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:
Any Trustee may suggest buying or selling all or part
of an individual security. However, the decision to buy or sell an
individual security must be made under the following circumstances:
| The Trustee that replaces the
Founder AND one
(preferably two) of the other Trustees agrees with this decision. |
| This decision is made using the Peter Lynch 2-minute
drill wherein the originator of the idea to buy or sell has two minutes
to give detailed true reasons
for the decision including:
 | why the security is (or is not, if selling) a
long-term moderate growing company,
|
| is underpriced (citing price/earnings ratios,
price/sales ratios, price/growth ratios -
see note A below, and/or price/cashflow ratios), is a solid value, is a turnaround story,
dominates its rivals, effects our portfolio's diversification needs,
etc.
|
If all 3 Trustees do not agree, the dissenting
Trustee should state
why he or she feels that this is not a good decision. And, as part
of this exercise, know that Ben Graham Value Theories are to be the
watch-word of our investing practices so that we are buying and holding
stock in companies that are good "values" as opposed to
"growth potentials". There is more likelihood of
long term sustained growth coming from most "value stocks"
than from most "growth stocks", as incongruous as that sounds.
Because dividends and other income will
not normally match the 5% minimum amount that this Foundation must
distribute to grantees each year, obviously selling of parts of our
portfolio will be necessary most years to raise cash for making such annual
grants. While I've emphasized "buying" in most of this page,
"selling" is just the opposite of buying. SELL what is not
worth buying at this time, but just a few more ideas come to mind. For
diversification purposes, sell what industry or specific company we have too
much invested in. Also, attempt to sell the lower yielding securities
more often than the higher yielding securities. This is also true for
the high-flying "high P/E" stocks. Assume, since you
can't do any better than this yourself, that most widely-traded,
widely-owned stocks are priced at reasonable prices considering the
"news" that is available to all. Do not try to out-guess the
"market" (the experts who are closer to the current truths than
you are here in Mexico) even though NO ONE KNOWS what tomorrow will bring in
the way of newer news.
The following very small type instructions can
be over-looked as it is there ONLY for the person who desires a lot of extra
input from the Founder.
|
Note that price/growth ratios (also known as PEG
ratios) are merely the forward (next year's) p/e (price earnings) ratio
divided by the expected earnings growth rate. This result should
generally be less than 1.2 or 1.3. If so, the security is a potential
bargain. If it is not, you are quite possibly buying the
"guessed at and hoped for" potential future earnings, which may
never come to be, at too high a price. Exceptions may be made to
this rule, but not too often, and only when it is imperative that you
buy some securities now AND the market is running too high (too
rich). Actually, this time described in the previous
sentence is more likely a time NOT to buy and
perhaps the bubble is about to burst, once again, as it must burst from time
to time.
When considering fixed income securities (as opposed
to stocks - or equity), you probably should consider "junk bonds"
(which are generally preferable to so-called better rated bonds) but only
if you are buying them as part of an ETF or mutual fund purchase
(thereby spreading the risks) and not
buying individual bonds..
Be aware that Index funds outperform mutual funds
most of the time; and ETFs should probably outperform Index funds much of
the time. The reason for all of this is that mutual funds more
often (some more than others) have loads (commissions coming in or later
going out, or both) AND expenses that are higher than index funds and
then index funds also will probably always have more of the same than ETFs.
Also be aware that some ETFs have lower loads or
operating expense charges than others. The Vanguard Group is known to have
the lowest costs (the lower the costs, of course, the higher your yield, each
and every year). A difference of say 1/2% does not seem like much unless
you (properly) realize that the 1/2% is 6.25% of 8%. Therefore you
are giving up (in this 1/2% example) 6.25% of your income.
3A- INVESTING BASICS - Things to AVOID when
Investing:
| overconcentration
- this means you are to diversify, and diversification is NOT buying
different tech stocks or different auto stocks, etc.. Instead, try to buy different investments in different
industries.
|
|
high expense mutual funds -
expenses in excess of 1% a
year is too expensive. Instead you MAY consider owning broad-based (highly diversified) index funds
or ETFs (exchange-traded funds).
|
|
chasing the highest
yield - there is probably a good reason why this "payer" has to pay such a
high price for your money. Instead avoid this kind of investment.
|
|
the "must
have" stocks - others have pushed the prices so high because they
"must have" the stocks themselves. Instead, we can do without
these "must have" stocks.
|
|
paying a premium price to buy too many of the
largest companies - there normally is an end to
the "sales increase curve" - a small company can increase
its sales at
20% (or more) a year, much easier than a large company can. Instead,
remember that a big company has
more difficulty sustaining
such a trend.
|
|
stocks in any company that has too much debt.
|
|
Internet Chat
Rooms - these "know it alls"
generally do not know much of anything useful. Don't pay
attention to any tips at all. By the time even a good tip gets to you
the price is too high anyway.
|
|
hot tips
- generally even the best tips
come to you AFTER others have pushed the price too high.
|
| listening to Brokerage
Analysts - these guys
touted Enron and Worldcom so that you can buy now what they are selling
now. Even the most ethical of them still can not read the
tea leaves or otherwise see into the future. The ONLY good way to
buy for our portfolio is to buy reasonably priced, "not to get rich
quickly" decent companies that plod along and make a decent profit
year after year after boring year. |
|
Initial Public Offerings (IPOs)
- DO NOT buy any IPO for this Foundation. They almost never
pay off except if you are in on it on the first day AND you sell very
shortly after buying, something that is contrary to our "long-term
investing" policy..
|
|
penny stocks -- this is
definitely, no question about it, gambling.
|
|
viatical settlements or derivatives or any
unusual investment. NO!!! NO!!!
|
|
annuities.
NO!!! NO!!! NO!!! NO!!!
|
|
Salesmen who call you over the
phone - do you really
think that they like you so much that they are doing YOU a favor?
|
| the Fear of, or Resistance to, Selling - Don't wait
forever for a stock to
"come back" to where it
was when you bought it. On
the other hand, NEVER sell a stock when everyone else is selling it.
Instead, remember that a contrarian policy is generally the best investing
policy. Buy when others are selling. We are the
long-term investors, not short term speculators who are selling now. |
| Trading securities on a
short-term basis is like speculating
or gambling (as opposed to "investing") - NO ONE (that is,
NOBODY) can successfully "time" the market. The ONLY way
to realize long-term success is to INVEST in good companies that have
shown a good long-term history and where you can reasonably expect continuing growth,
and then to HOLD these securities for a long, long time. This
long-term method will save "trading costs" (commissions) and
will make your Trusteeship easier as fewer decisions will have to be
made. |
| Future possibilities
- concentrate instead on proven past results. Whatever
is to be known about the past is known but the future is just a guess
and, even then, it is already factored into the price of the stock, so you won't get
any bargains here anyway. |
| Brokerage Houses with broker's
recommendations - I have found that brokers generally are not anywhere near
what they purport to be. Stay in discount brokerage houses and ignore
recommendations. |
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 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) 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 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 current 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!!!The current 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!!!The current 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!!!
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 give you the PASSWORD 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 as the Founder has no
need for the P. O. Box now (although you must remember to pay La Conexion for
the next year's use each November). Too many
changes would otherwise be necessary that entail unlocking this web-site that the
Founder wishes to keep “as is”. so just ask the Executor for a “repetitive-type
note” for you to use 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 his 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, all grant requests, and actions taken on
all grant requests (and these records presented and discussed at any meeting
at all). Minutes must also be maintained recording the actions
taken in all Trustee meetings. After the death of Michael Wein,
assets will obviously increase dramatically, and therefore the financial reports must
become more detailed and more encompassing and meet the needs of (by vote,
at least 2/3rds of) the Trustees. Minutes of meetings preceding
the Founder's death will be found at minutes, whereas
minutes of meetings taking place subsequent to the Founder's death must be
uploaded to the new website discussed on the subsequent changes
web-page.
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, all grant requests, and actions taken on
all grant requests (and these records presented and discussed at any meeting
at all). Minutes must also be maintained recording the actions
taken in all Trustee meetings. After the death of Michael Wein,
assets will obviously increase dramatically, and therefore the financial reports must
become more detailed and more encompassing and meet the needs of (by vote,
at least 2/3rds of) the Trustees. Minutes of meetings preceding
the Founder's death will be found at minutes, whereas
minutes of meetings taking place subsequent to the Founder's death must be
uploaded to the new website discussed on the subsequent changes
web-page.
maintained recording the actions
taken in all Trustee meetings. After the death of Michael Wein,
assets will obviously increase dramatically, and therefore the financial reports must
become more detailed and more encompassing and meet the needs of (by vote,
at least 2/3rds of) the Trustees. Minutes of meetings preceding
the Founder's death will be found at minutes, whereas
minutes of meetings taking place subsequent to the Founder's death must be
uploaded to the new website discussed on the subsequent changes
web-page.
After the Founder's death, annual
reports of the Foundation itself should also (in addition to the required
Grantee information) 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. Just
to keep constant (and adjusted for inflation), the Foundation's endowment should
increase on (a cumulative) average by about 2% each year. This should be subject to a
comparison with the Dow Jones Industrial Average (DJIA) and the Foundation's
endowment should not be allowed to deteriorate negatively by more than 110% of the DJIA's
100% change. This means comparing the Foundation's
endowment at each time there was a significant receipt from the Founder's estate
to the comparable DJIA at those same times.
The above computation's are necessary during
the earliest one to five years after the Founder's death and then the
computations become easier (and annual) as the comparisons can be done directly
from the Foundation's annual financial statements.
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
certified_grantees
for the latest information on which grantees are approved as future grantees of
this Foundation.
And always be aware that there is always a slim possibility that one or more renegade
members of a future board might somehow attempt to subvert the wishes of the
Founder and all of these (#7) responsibilities are intended to defeat such
an attempt.
b. The minutes of Trustee meetings held during the last 3
years prior to any Founder health problems are to be copied and distributed
to all recent grantees immediately after the death of the Founder. 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. see minutes
c. Financial reports of the Foundation are also to be
distributed to all on-going grantees, 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 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...)
and to the web-page named critical
which attempts to summarize the most important, post-Founder-death, critical
things that the Trustees MUST DO to maintain the mission and the
health of this Foundation.
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/
8-APPOINTMENT OF NEW TRUSTEES
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 organization 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.
What a new Trustee should wish
to know
before accepting appointment as a Trustee
|
you have access to,
and should read, our Articles
of incorporation (#1) and our by-laws
(#2)
|
| you
have knowledge of our
"whistle-blower's policy" (this page and the other web-pages
are our guarantees regarding each and all Trustee's integrity)
|
| our guidelines regarding conflicts of
interest (read point #7 above - Fiduciary responsibilities) are open for
your consideration
|
| your knowledge that this Foundation is
seeking your talents and not financial donations from you
|
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 them.
For more information on this, see certified_grantees,
potential grantees, and specifics
about potential grantees.
10-OUR GUARANTEE TO GRANTEES THAT OUR OPERATIONS SHALL NEVER CHANGE (with only one potential exception)
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.
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., but excluding 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": 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
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, #11 immediately below.
g. There is an EXCEPTION 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 citizens, to change his
normal (defined as prior to the year 2010) condition of life substantially, the
beneficiaries of the Foundation's us$2,900,000 (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 similar types of
disturbances, or the enforcement, or lack thereof, of laws or regulations such
as building codes, noise ordinances,
immigration procedures,
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
the Founder'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 the Executor
of the Founder's Wills (who is also the Trustee of the Founder's Trust
Agreement) 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 if 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 residents of Mexico.
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"
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/
12-THE MINIMUM DUTIES OF THE OFFICERS OF
THIS FOUNDATION after the Founder's departure
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 and later by subsequent replacements of this position. If agreed
to by all of the other Trustees, the president will also prepare some or all of the financial reports discussed under the
Treasurer's duties (unless some other Trustee is both competent and willing
to prepare some or all of them), and some or all of the paperwork discussed under the
Secretary's duties. However, the duties of the Treasurer and the
Secretary require that they completely review and agree to the
appropriateness of all of the paperwork prepared
by all other Trustees and take responsibility for the completeness and accuracy as
if they prepared the work themselves.
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.
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:
| 2% of our annual dividend and interest income
actually received (which, in this computation, shall NOT
include any appreciation in the value of
securities), or |
| us$2.500 a year. |
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.
f. If, in the opinion of the other
two Trustees, the maximum allowed under the above clause b. is not sufficient to
enable this Foundation to obtain a suitable and able Trustee to replace the
Founder, they may increase this maximum by a very small amount. However. these changes must
then be noted on the new website that is created in accordance with the subsequent changes
page of this web-site.
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's)
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 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:
|
Articles II, VII and VIII of The By-Laws
of the Foundation (see below) |
|
All other Articles of the Foundation’s
By-Laws (see Legalities) |
|
The provisions of this Trust Agreement
(see founders will - specifically points
d-restrictions on the use of the endowment and e-continuity of mission and
operations) |
|
The pages on this, the web-site of the
Foundation, in this order: |
|
“Goals
and Mission” page as well as its underlying page, “Beliefs”; |
|
“Our
Trustees”
page and next its underlying page, “Subsequent changes”; |
| The "critical",
"transparency" and "continuity"
webpages; |
|
"Certified_grantees”
page and next its sub-underlying page, “Specifics”; |
| “Ongoing requirements”
page and next all of its underlying pages and links (but, most especially, the
“financials-example” and the “annual certification"
pages and the "Checklist (summary)”
page); and |
|
Any and all other pages
of the web-site, or successor web-sites, are next to be considered only to
the extent that they elaborate upon any of the foregoing documents. The
most important of them can be found on the
“Site_Map” web-page and are marked with a large
red “(C)”.
|
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:
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the Last Will and
Testament of Michael Wein and the Michael Wein Trust Agreement contain
restrictions that govern the usage of all bequests from him to this
Foundation. In the event of violations of such restrictions, the documents
also contain alternative procedures for final distributions of the endowment
and termination of the Foundation.
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the Founder has
published a web-site, available to all interested people, which describes,
among other things, the Founder's requirements for the continuity and
transparency of the operations of both the Foundation and the Foundation’s
grantees. The operating policies and procedures that are described on this
web-site, chiefly on the web-page entitled "Trustees," must be
followed by succeeding Trustees. Other than changes required by law, no
changes to the web-site or to the Foundation’s policies or procedures
shall be made after the Founder’s death or disability.
The web-site, these By-laws, the Founder’s Last Will and Testament
and the Michael Wein Trust Agreement are all intended to ensure that no
changes in the Foundation’s mission, goals, purposes, policies or
operating procedures are made by the Foundation's Trustees after the death
of the Founder.
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the abovementioned
web-site may be changed only by the Founder prior to his death or
disability. As soon as possible
after the Founder's death, the two remaining Trustee's shall arrange to
obtain printed copies of the contents of the web-site as it exists at that
time. Printed hard copies shall be thereafter maintained in the permanent
records of the Foundation. In
the absence, or temporary or permanent loss, of such a web-site, the
Founder’s computer will contain the web-site’s contents and a hard copy
of the computer’s contents may be substituted if necessary.
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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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a.
The Officers and/or Trustees of the Foundation shall read my instructions
(including those instructions originating on corporate legal papers
which are included on the Foundation’s web-site) for operating the
Foundation as shown on all pages of its web-site which is also open to
all viewers and intended to be transparent to all officers and/or Trustees as well as all grantees and any other interested parties.
The address of that web-site at present is
http://www.mpwinsma.com/index-mpwcf.htm
b.
A condition of all bequests by me to the Foundation was that the
Trustees continue the mission, goals, work and direction that I
initiated at the Foundation during my lifetime. Should the Trustees veer
significantly from those instructions, the Foundation will be in violation of the terms of these bequests.
Any interested party may bring the violation to the Trustees'
attention and, if not corrected
within a reasonable period of time, the provisions of the Trust's
Schedules B and C shall be implemented.
c.
If not every every interested party agrees that the violations have been
corrected, the Trustees must inform all local organizations that are
currently receiving grants from the Foundation as well as the local media
and all other beneficiaries of my Will and/or my Trust that the Trustees
intend to terminate the Foundation because they can not find a suitable
compromise regarding the violations. After waiting a minimum of six
months and a maximum of twelve months for comments, ideas, or other input
from local organizations , the
Foundation’s securities shall be sold by the current Trustees. The
resulting proceeds from the sale of all securities are to be distributed
by the Trustees as follows:
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2/3rd
to The American Civil Liberties
Union Foundation, 125 Broad St., New York NY 10004-2400
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1/3rd
to
Rider
University, 2083 Lawrenceville Road, Lawrenceville NJ 08648-3099
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None of
these proceeds are to be distributed to any local San Miguel charity.
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The
intent of all of the above is to encourage the continuation of the
Foundation under the principles that I have laid down during my lifetime,
but if this proves impossible, the above 2/3 and 1/3 distribution shall
take place
Lastly,
the Trust Agreement (in Sch. B, clause #1c) states that to enable
the ACLUF and Rider University to be sufficiently informed to enforce the
provisions of the above clauses, the Foundation’s Trustees shall send
annually to both the ACLUF and Rider University a copy of the
Foundation’s annual financial statements (including the annual report to
the USA’s Internal Revenue Service) and the minutes of all meetings as
well as a copy of each grantee’s annual financial statements and each
grantee’s annual signed certification letter which describes each
grantee’s adherence to the Foundation’s requirements for, among other
things, transparency and continuity,
and
any other annual report that each grantee is required to submit.
. The Foundation’s
Trustees shall also be required to answer any reasonable questions that
the ACLUF or Rider University has regarding the information disclosed on
such annual materials.
A list of potential
mediators and/or arbiters has been provided for the possibility should
they be necessary.
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