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The Michael Paul Wein Charitable Foundation

"Underpromise and Overdeliver"

founders will
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The Founder's Will is currently being created by David Barrow (a member of the Oregon bar, living in San Miguel and authorized to practice law in Mexico).  While it is not yet completed, signed, notarized and witnessed, the following points are expected to be covered in the final Will, substantially in the form shown below.  David Barrow has promised that the entire estate plan, the Will as well as the other estate documents, shall be completed by September 2005.

While the entire Will of the founder is private and not available for public view, there are certain parts that are pertinent to the running of this foundation.  Extracts of the Will are shown where they relate to:
a-the unnatural death of the founder of this Foundation
b-minimum funding guarantees to the Foundation
c-designated beneficiaries who are not alive at the moment of founder's death
the results of each of the above clauses are discussed below and calculated 
d-replacing the founder as a trustee on the board of this Foundation as well as my instructions regarding the future operation of the Foundation

a-the unnatural death of the founder of this Foundation

"The Executor shall make reasonable inquires to ascertain whether or not there is any reason to believe that my death was due to unnatural causes, including, but without limitation, murder, abuse, or other harm caused by friends or foes, but other than those persons enumerated in clause #_ below.  If such a possibility appears to exist, the Executor shall segregate up to US$250,000 of my Estateís funds to be used to investigate, pursue, and then attempt to have prosecuted any offending individual or individuals. My Executor shall make all reasonable efforts to cause an official investigation to commence and to proceed to a legally appropriate conclusion, and recover appropriate money damages from the offending parties, if possible."  

" The Executor shall make reasonable inquires to ascertain whether or not there is any reason to believe that my death was due to medical malpractice or other inappropriate or deficient  medical or health care, but not by persons or causes  enumerated in clause #_ above.  If such a possibility appears to exist, the Executor shall segregate up to US$50,000 of my Estate funds to investigate, pursue, and then cause appropriate measures to be taken to punish the offender(s) in any way possible and/or recover monetary damages from them.  This is to be done in any lawful way possible including, but without limitation, publishing or advertising the facts of the case in any local publications, including, but without limitation, any SMA Coollist or other local email affinity groups.  My Executor is instructed to cause the process described in this clause to commence and proceed to the most satisfactory conclusion possible."

b-minimum funding guarantees to the foundation

". . . arrange for the transfer of title, but not the sale, of all of the assets in my Keogh-Profitsharing Plan-Tax Deferred-Retirement  Account directly (unsold) from that account to, my major beneficiary, the Foundation, as its initial endowment;"

". . .  if the value at the month-end just after my death of the assets in the above Keogh account transferred to the Foundation is less than US$1,000,000, the Executor shall distribute in cash to the Foundation the difference between that value and US$1,000,000, so that this clause ___ insures that the Foundation receives at least US$1,000,000 as soon as possible from the combination of clauses #__ and this #___;"

". . . Should the net proceeds from the sale of my House . . . exceed US$1,000,000, any excess of US$1,000,000 shall be paid to . . . the Foundation in addition to those amounts paid under provisions of clause #___ (above)".

"... After payments of the distributions calculated in clauses ___ above, 30% of what then remains of my . . .  Estate . . . shall be calculated and assets equal in amount to this calculation are to segregated and known as the Segregated Assets . . .  If my sister . . .  is still alive at the time of my death, the income from the Segregated Assets is to be distributed to her in accordance with . . . clause #__ below.  If (she) is not alive at the time of my death, title to all of the Segregated Assets are to be transferred by the Executor to the Foundation immediately."

There are also additional clauses that transfer bequests to other named beneficiaries, but in the event that these beneficiaries are unlocatable or have pre-deceased me, these bequests go instead to the Foundation (see immediately below).

c-designated beneficiaries who are not alive at the moment of my death.

" .    . In the event that any beneficiary listed in clause #___ above does not survive me, his or her bequest shall be paid in cash to the Foundation.  Any such amounts are to be paid to the Foundation in addition to any values distributed to the Foundation pursuant to other clauses in this Will including, without limitation, clauses  #___________________ and ___."..

Each of the above two provisions (b- and c-), calculated based upon recent asset and estate values, result in the following amounts to be distributed to this Foundation shortly after the death of the Founder.  See funding for such amounts if his death were to occur on the recent dates shown in the tabulation (the most current calculation of this amount is shown in the right-hand column at the bottom of the tabulation).

d-replacing the founder as a trustee on the board of this Foundation as well as instructions regarding the future operations of the Foundation

" . . . In accordance with my desire to have a suitable and responsible trustee to replace me on the board of  the Foundation, upon my death or disability (as defined in clause #__) that causes me to  not be able to fulfill my functions  on that board, the remaining two trustees  (one each from the Feed the  Hungry organization and from the Unitarian Fellowship, both here in San Miguel) shall meet as soon as is practical and select my replacement trustee as follows:

"...a.   Inserted immediately  below, but only if the insertions are written in my handwriting (or my distinctive printing) and only if my written insertions are authenticated by my Executor by reference to my own records and/or papers in my home, is a list of candidates acceptable to me.  The above 2 remaining trustees shall select any one of the candidates on this list as their unanimous choice.  If they can not agree unanimously, they must choose in accordance with clause __. below.

 "       Entries 1. through 12  shall be filled in (in my handwriting) on the ______ itself by me, Michael Wein, from time to time as circumstances dictate.  

.b.  In the  event that  the  trustees can  not  agree as  in clause  1a above, the trustees must accept as my candidate the lowest numbered (e.g., #1 is my choice, #2 is an alternative if #1 is not available, etc.) candidate from the above handwritten list.

"...c.  Reasonable  efforts must be  made to  locate and recruit  the above candidates in  the exact order that  I specify. Obviously, a candidate selected by methods described above may refuse appointment.   In that event, the selection  of a replacement candidate is to  continue as if the first (e.g.,  #1, etc.) selection were not on the list and the selection process starts anew  with the next selection (e.g., #2, etc.).  If any lower numbered candidate refuses the first time asked and a higher numbered candidate accepts, the trustees shall attempt to recruit any lower numbered candidates once again the next time a trustee position is open.

"...d.  Some time after my death or disability and after the termination of service (for whatever reason and after  whatever period of service) of the first replacement  trustee selected above,  a new (second or  third, etc.) replacement trustee is to be  selected for the replacement of the prior replacement  trustee (or  trustees) using  the same  methods as  described above. 

"...e.  .After some number of years pass, my handwritten list of candidates will cease to have living people listed and available on it.  At a suitable time of about one or two years prior to that time, I instruct the three then current  trustees to meet and select additional candidates  for  that  list of replacement  candidates,  taking  into consideration my specified wishes and the goals and mission of the Foundation as described on its web-site and in our foundation incorporation papers and by-laws and minutes.

"...f.  To implement the above clause #1e, the Feed the Hungry trustee gets one vote,  the Unitarian  trustee gets one vote, and my current "replacement trustee" (as previously selected in this clause #1) gets two votes.  Therefore, the combination of both the FTH and UU  trustees can block the selection of the replacement trustee and vice versa, so I instruct that all three trustees must agree in order to select additional candidates for  the "handwritten list" of original replacement trustees after the original list is almost depleted.   In the event that no compromises are acceptable to all three trustees, the Foundation must be terminated, and that must be done in accordance with Texas laws and IRS regulations, and all securities sold.  Prior to doing this, the Trustees must inform all local organizations that are currently receiving grants from the Foundation as well as the local media that the Trustees intend to terminate the Foundation because they can not find a suitable compromise and will cease making grants locally.  After waiting a minimum of two months and a maximum of five months for input from local organizations, the Foundationís securities shall be sold by the current trustees.  The resulting proceeds from the sale of all securities are to be distributed by the remaining two trustees as follows:

         2/3rd to The American Civil Liberties Union Foundation, New York , NY

         1/3rd to Rider University , Lawrenceville NJ

"None of these proceeds are to be distributed to any local San Miguel charity.  The intent of this provision is to encourage a suitable local compromise among the Trustees, but if this proves impossible, the above 2/3 and 1/3 distribution shall take place.  

"2-Before my death, I had instructed all trustees, and after my death, I again instruct all trustees and/or officers, both originals as well as replacements, to know and/or be aware of  the following:

"a.  My Will makes the Foundation, the recipient of the greater of:

                     .      i. the value of the securities in my Keogh-Profitsharing-Tax Deferred-Retirement  Account currently at  The Vanguard Group , or

                            ii. $1,000,000 or,                

                            iii. the net proceeds from the sale of a house at Suspiros #14 in San Miguel (hereinafter, the ďHouseĒ). Net proceeds are defined as being the proceeds received from the buyer, less any reasonable brokerage commissions or other reasonable selling expenses, and less any severance pay payable to employees due legally upon their termination at the time of the sale of the House, and then to that result is added net rental income (which is the sum of rents received from the rentals of any part of the House starting with the day of my death, less any direct expenses paid during the rental period such as 100% of any employees pay, etc.,  repairs and maintenance of the House, etc., and any utility costs not reimbursed by any tenant, etc.).

"b.  The intent of the foregoing clause #2a is to guarantee the Foundation a minimum of $1,000,000 and, if the net proceeds (as defined) from the sale of the House are more than $1,000,000, the excess above $1,000,000 also goes to the Foundation.

"c.  In addition, The Foundation is to receive any funds that were bequeathed to any beneficiary of my Will who can not be located, or any beneficiary who pre-deceases me, as well as ultimately the 30% in Segregated Assets bequeathed in trust to my sister, Gloria, the income from which is hers during her lifetime.

"d.  In the event of any disagreement between my Estate and any taxing authority, the Will specifies the Foundation, as well as other beneficiaries, is to be notified so that any beneficiary can decide on whether to take any defensive action against the taxing authority.

"e. All officers and/or trustees shall be required to read my instructions (including those instructions originating on corporate legal papers which are included on the Foundationís 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 viewers.  The address of that web-site at present is http://smanumber1.tripod.com/  

"f. 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 found to be in violation of the terms of these bequests and, if not corrected within twelve months, all securities are to be sold.

"Prior to doing this, 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 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 and any of my other living beneficiaries, the Foundationís 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:  

         2/3rd to The American Civil Liberties Union Foundation, New York , NY

         1/3rd to Rider University , Lawrenceville NJ  

"None of these proceeds are to be distributed to any local San Miguel charity.   The intent of this provision 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  

"3-In an attempt to have independent outside oversight of the above provisions, I direct the Trustees to send a signed copy of  the Foundationís financial statements, minutes of all meetings, and other annual reports including, without limitation, reports to the Internal Revenue Service and to the State of Texas, for the review of officials at both the American Civil Liberties Union Foundation and at Rider University at least once each fiscal year ending June 30th."  

Send all e-mail to mpwinsma@gmail.com with any questions or comments about this web site. SPECIFY EXACTLY (using copy and paste) (and mentioning this page name) what your question or comment refers to.   Note: in the event that the above information is no longer accurate, see the newer web-page listing various subsequent changes to this web-site after the founder's death.
Copyright © 2000-2005 The Michael Paul Wein Charitable Foundation, Inc