|
What is our legal
status?
this page has all of the "legal documents" you might
wish to examine:
 | 1 - our Articles of Incorporation in the
State of Texas |
| 2 - our By-laws (filed with both Texas
and the IRS) |
| 3 - our Certificate of filing from the State of Texas |
| 4 - our 3-page "letter of determination" from IRS (USA Internal Revenue Service) |
| 5 - Form 1023 - Application for Recognition of
Exemption under Sec. 501(c)(3) of the Internal Revenue Code |
The Better
Business Bureau has lots of useful
information about charities, different kinds of foundations, tax-exempt vs.
tax-deductible, and tax deductions allowed on USA tax returns.
IRS information about us and the
minutes of
our board meetings
can be seen using these links.
Note ALSO that the pertinent parts of the founders will relating to this Foundation can be found by clicking on
this link.
The Founder has made provisions for this
Foundation to continue under the specifics described on this
web-site. The trustees are not allowed
to change these provisions except for certain pre-described
reasons. And even in those circumstances, the changes will be
segregated for your critical eyes at subsequent changes
|
1 - our Articles of Incorporation
Articles
of Incorporation of
THE MICHAEL PAUL WEIN CHARITABLE FOUNDATION, INC.
The undersigned,
being at least eighteen (18) years of age, for the purpose of forming a
corporation pursuant to Article 3.02 of the Texas Non-Profit Corporation Act,
hereby certifies:
Article
1: Corporate Name:
The corporation formed is a non-profit corporation. The name of the
corporation is as set forth below:
THE
MICHAEL PAUL WEIN CHARITABLE FOUNDATION, INC.
Article
2: Registered Agent and Registered Office
The initial registered agent is an individual resident of the state whose
name is set forth below:
Michael
P. Wein
The business address of the registered agent and the registered office
address is:
5912
San Bernardo,
Laredo
TX 78041-2506
MPWCF
NOTE: this was later changed to our newer address at 220 N. Zapata Hwy., #11A,
Laredo TX 78043-4464. - see subsequent changes
for later changes
Article
3: Management
Management of the affairs of the corporation is to be vested in its Board
of Trustees. The number of Trustees,
which must be a minimum of three, that constitutes the initial Board of Trustees
and the names and addresses of the persons who are to serve as Trustees until
the first annual meeting or until their successors are elected and qualified are
set forth below:
Trustee 1: Michael P. Wein,
5912
San Bernardo,
Laredo,
TX
78041
Trustee
2: Anthony Adlerbert, 521
Logan
Av.,
Laredo,
TX
78040
Trustee
3: Peggy Bell,
195 Dapplegray Road,
Bell Canyon,
CA
91307
MPWCF
NOTE: over the years, all of the above trustees are, or will be, replaced
- see subsequent changes
for later changes
Article
4: Organizational Structure
The corporation may have members.
Article
5: Duration
The period of duration is perpetual.
Article
6: Purpose
To devote
its resources and income to making gifts, grants, or contributions, and to
providing financial and management assistance, to other 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.
Twenty-five percent of income or resources are to be designated
specifically for the benefit of Feed the Hungry, a non-profit outreach program
operated by
St. Paul
’s Anglican Church.
To acquire,
lease, construct, own, operate and maintain any buildings and premises
which may be necessary to carry out the purposes hereinabove set forth.
To acquire
the assets of other similar not-for-profit corporations, whether by purchase,
gift, merger, consolidation of otherwise.
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 corporation'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 corporation.
To do and participate in all and everything necessary, suitable or proper
for the accomplishment of the corporation's purposes or powers and the
attainment of its objects, subject to the restrictions of all applicable laws.
The
corporation shall not operate for pecuniary profit or financial gain.
Notwithstanding
any other provision of these articles, the corporation shall not carry on any
other activities not permitted to be carried on (a) by an organization exempt
from Federal income tax under section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the "Code") (or the corresponding provision of any
future United States Internal Revenue law) or (b) by an organization
contributions to which are deductible under section 170(c)(2) of the Code (or
the corresponding provision of any future United States Internal Revenue law).
No part of
the net earnings of the corporation shall inure to the benefit of any member,
trustee, director, officer of the corporation, or any private individual (except
that reasonable compensation may be paid for services rendered to the
corporation), and no member, trustee, officer of the corporation or any private
individual shall be entitled to share in the distribution of any of the
corporate assets on the dissolution of the corporation.
No
substantial part of the activities of the corporation shall be carrying on
propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by the Code Section 501 (h)), or participating in, or
intervening in (including the publication or distribution of statements), any
political campaign on behalf of any candidate for public office.
Nothing
herein shall authorize this corporation, directly or indirectly, to engage in or
include among its purposes, any of the activities mentioned in the Texas
Non-Profit Corporation Act, or any corresponding provision of any future
Internal Revenue Code.
Article
7: Other Provisions and Information:
During such periods, if any, as the corporation shall be a private
foundation, as that term is defined in the Code, the corporation shall operate
subject to the following restrictions:
(1) The corporation shall distribute such amounts for each taxable year
at such time and in such manner as not to subject the corporation to tax on
undistributed income under the Code, or any corresponding provision of any
future Internal Revenue Code.
(2) The corporation shall not engage in any act of self-dealing which is
subject to tax under Section 4942 of the Code, or any corresponding provision of
any future Internal Revenue Code.
(3) The corporation shall not retain any excess business holdings which
are subject to tax under Section 4943 of the Code, or any corresponding
provision of any future Internal Revenue Code.
(4) The corporation shall not make any investments in such manner as to
subject the corporation to tax under Section 4944 of the Code, or any
corresponding provision of any future Internal Revenue Code.
(5) The
corporation shall not make any taxable
expenditures as defined in Section 4945 (d) of the Code, or corresponding
provisions of any subsequent Federal tax laws.
Article
8: Dissolution
Upon
dissolution or other termination of the corporation, subject to the approval of
the courts of the State of Texas, if the corporation is at the time a private
foundation, as defined in the Code, all of its net assets shall be distributed
to one or more organizations as shall qualify under Section 501(c)(3) of the
Code, each of which organizations shall have been in existence and so described
for a continuous period of at least sixty calendar months immediately preceding
such distribution.
Upon dissolution or other
termination of the corporation, subject to the approval of
the courts of the State of Texas, if the corporation at that time is not
a private foundation, as defined in the Code, the net assets shall be paid over
to one or more governmental agencies and/or corporations, trust funds,
foundations or other organizations organized and operated exclusively for
charitable and/or educational purposes and exempt from federal income taxes
(except for unrelated business income taxes and investment income taxes imposed
on private foundations) under the Internal Revenue Code then in effect.
Incorporator
The name and address of the incorporator is set forth below:
Michael P. Wein
5912
San Bernardo,
Laredo
TX
78041-2506
.
Execution
Signed this ____ day of _________, 2001.
_________________________________________________
Incorporator
2 - our By-laws
By-laws of THE MICHAEL PAUL WEIN
CHARITABLE FOUNDATION, INC.
Article I - Offices
The principal office of the corporation shall be in the City of
Laredo
,
County
of
Webb
, State of
Texas
. The corporation may also have offices at
such other places within or without this state as the board may from time to
time determine or the business of the corporation may require.
Article
II - Purposes
The
purposes for which this corporation 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 other 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.
Twenty-five percent of income or resources are to be designated
specifically for the benefit of Feed the Hungry, a non-profit outreach program
operated by
St. Paul
’s Anglican Church.
To acquire,
lease, construct, own, operate and maintain any buildings and premises
which may be necessary to carry out the purposes hereinabove set forth.
To acquire
the assets of other similar not-for-profit corporations, whether by purchase,
gift, merger, consolidation of otherwise.
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 corporation'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 corporation.
To do and participate in all and everything necessary, suitable or proper
for the accomplishment of the corporation's purposes or powers and the
attainment of its objects, subject to the restrictions of all laws.
The
corporation shall not operate for pecuniary profit or financial gain.
Article
I
II - Membership
1.
Qualifications for Membership
The corporation, if desirable, may allow interested adults who may be willing to
make a financial contribution or a contribution of personal involvement in the
work that we are attempting to accomplish in accordance with the purposes
specified in Article II.
2. Meetings
of Members (if any) or Trustees
The annual meeting of the corporation shall be held during the third week of
March each year except that if a quorum can not be attained, then in that event
Trustees shall fix a day not more than four weeks from the week fixed by these
by-laws. The secretary shall cause to be e-mailed to every participant in
good standing at his address as it appears in the corporation records a notice
stating the time and the place of the annual meeting.
Regular meetings of the corporation shall be held
at Suspiros #14, San Miguel de Allende, Gto., or at any other location
designated by the President with thirty (30) days prior written or e-mailed
notice.
The presence at any meeting of not less than a majority
of Members (if any) or Trustees shall constitute a quorum and shall be necessary
to conduct the business of the corporation; however, a lesser number may adjourn
the meeting for a period of not more that four weeks from the date scheduled by
the by-laws and the secretary shall cause a notice of the re-scheduled date of
the meeting to be e-mailed to those participants who were not present at the
meeting originally called. A quorum as hereinafter set forth shall be
required at any adjourned meeting.
A membership roll, if any, showing the list of members,
if any, as of the record date, certified by the secretary of the corporation,
shall be produced at any meeting of members upon the request therefore of any
member who has given written notice to the corporation that such request will be
made at least ten days prior to such meeting. All persons appearing on
such membership roll shall be entitled to vote at the meeting.
3. Special Meetings.
Special meetings of the corporation may be called by the Trustees. The
secretary shall cause a notice of such meeting to be e-mailed to all members, if
any, at their addresses as they appear in the corporate roll book at least ten
days but not more than fifty days before the scheduled date of such meeting.
Such notice shall state the date, time, place and purpose of the meeting and by
whom called.
No other business but that specified in the
notice may be transacted at such special meeting without the unanimous consent
of all Trustees present at such meeting.
4. Fixing Record Date
For the purpose of determining the members, if any, or Trustees entitled to
notice of or to vote at any meeting or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining the members, if any, entitled to receive any distribution or any
allotment of any rights, or for the purpose of any other action, the board shall
fix, in advance, a date as the record date for any such determination.
Such date shall not be more than fifty nor less than ten days before any such
meeting, or any other action.
5. Action by Trustees Without a Meeting.
Whenever Trustees are required or permitted to take any action by vote, such
action may be taken without a meeting by written consent, setting forth the
action so taken, signed by all the Trustees entitled to vote thereon.
6. Proxies
Every Trustee entitled to vote at a meeting of Trustees or to express consent or
dissent without a meeting may authorized another person or persons to act for
him by proxy.
Every proxy must be signed by the Trustee or his
attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the Trustee executing it, except as
otherwise provided by law.
7. Order of Business
The order of business at all meetings shall
be as follows:
a.
roll call
b.
reading of the minutes of the preceding meeting
c.
reports of committees
d.
reports of officers
e.
old and unfinished business
f.
new business
g.
good and welfare
h.
adjournments
8.
Membership
Dues
If there are members, membership dues will be determined annually by a
majority vote of the members.
Article
IV – TRUSTEES
1. Management of the Corporation
The corporation shall be managed by the board of Trustees
which shall consist of not less than three Trustees. Each Trustee
shall be at least twenty-one years of age.
2. Election and Term of Trustees
At each annual meeting, the current
Board of Trustees shall elect Trustees to hold office until the next annual
meeting. Each Trustee shall hold office until the expiration of the term
for which he was elected and until his successor has been elected and shall have
qualified, or until his prior resignation or removal.
3. Increase or Decrease in Number of Trustees
The number of Trustees may be increased or decreased by a unanimous vote of all
of the Trustees. No decrease in number of Trustees shall shorten the term
of any incumbent Trustee.
4. Newly Created Trusteeships and Vacancies
Newly created Trusteeships resulting from an increase in the number of Trustees
and vacancies occurring in the board for any reason except the removal of
Trustees without cause may be filled by a vote of a majority of the Trustees
then in office, although less than a quorum exist, unless otherwise provided in
the certificate of incorporation. A Trustee elected to fill a vacancy
caused by resignation, death or removal shall be elected to hold office for the
unexpired term of the predecessor.
5. Removal of Trustees
Any Trustee may be removed for cause by vote of all other trustees after
thoroughly documenting, in writing, reasons for removal for cause.
Trustees may not be removed without cause. Any
Trustee, unless required by law, who shall violate, or vote to violate, the
purposes clause of the Articles of Incorporation, shall automatically be
terminated for cause.
6. Resignation
A Trustee may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
7. Quorum of Trustees
Unless otherwise provided in the articles of incorporation, a majority of the
entire board shall consitute a quorum for the transaction of business or of any
specified item of business.
8. Action of the Board
Unless otherwise required by law, acts of the Trustees require unanimous
agreement.
9. Place and Time of Board Meetings
The board may hold its meeting at the office of the corporation or at such other
places, either within or without the state, as it may from time to time
determine.
10. Regular Annual Meeting
A regular annual meeting of the board shall be held immediately following the
annual meeting of members, if any, at the place of such annual meeting.
11. Notice of Meetings of the Board and Adjournments.
Regular meeting of the board may be held without notice at such time and place
as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the Trustees and may be called by the president
upon three days' notice to each Trustee either personally or by e-mail or by
wire; special meetings hall be called by the president or by the secretary in a
like manner on written request of two Trustees. Notice of a meeting need
not be given to any Trustee who submits a waiver of notice whether before or
after the meeting or who attends the meeting without protesting prior thereto or
at its commencement, the lack of notice to him.
A majority of the Trustees present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of the adjournment
shall be given all Trustees who were absent at the time of the adjournment and,
unless such time and place are announced at the meeting, to the other Trustees.
12. Chairman
At all meetings of the board the president, or in his absence, a chairman chosen
by the board shall preside.
13. Executive and Other Committees
The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more Trustees. Each such committee shall serve
at the pleasure of the board.
Article V - Officers
1. Offices, Election, Term
Unless otherwise provided for in the articles of incorporation, the board may
elect or appoint a president, a vice-president, a secretary, and a treasurer,
and such other officers as it may determine, who shall have such duties, powers
and functions as hereinafter provided. All officers shall be elected or
appointed to hold office until the meeting of the board following the annual
meeting of the members. Each officer shall hold office for the term for
which he is elected or appointed and until his successor has been elected or
appointed and qualified.
2. Removal, Resignation, Salary
Any officer elected or appointed by the board may be removed by the board with
or without cause. In the event of the death, resignation or removal of an
officer, the board in its discretion may elect or appoint a successor to fill
the unexpired term. Any two or more offices may be held by the same
person. Trustees and officers shall
receive no salaries but, in the instance of extraordinary work, they may receive
minimal compensation.
3. President
The president shall be the chief executive officer of the corporation and shall
preside at all meetings. He shall have the general management of the affairs of
the corporation and shall see that all orders and resolutions of the board are
carried into effect.
4. Vice-President
During the absence or disability of the president, the vice-president shall have
all the powers and functions of the president. The vice-president shall
perform such other duties as the board shall prescribe.
5. Treasurer
The treasurer shall have the care and custody of all the funds and securities of
the corporation, and shall deposit said funds in the name of the corporation in
such bank or depository as the
Trustees may elect; he shall, when duly authorized by the board of Trustees,
sign and execute all contracts in the name of the corporation, when
countersigned by the president; he shall also sign all checks, drafts, notes,
and orders for the payment of money, which shall be duly authorized by the Board
of Trustees and shall be countersigned by the president; he shall at all
reasonable times exhibit his books and accounts to any Trustee or member of the
corporation upon application at the office of the corporation during ordinary
business hours. At the end of each corporate year, he shall have an audit
of the accounts of the corporation made by a committee appointed by the
president, and shall present such audit in writing at the annual meeting of the
members, at which time he shall also present an annual report setting forth in
full the financial conditions of the corporation.
7. Secretary
The secretary shall keep the minutes of the Board of Trustees and also the
minutes of all corporate meetings. He shall have the custody of the seal
of the corporation, if any, and shall affix and attest the same to documents
when duly authorized by the Board of Trustees.
He shall attend to the giving and serving of all notices of the
corporation, and shall have charge of such books and papers as the Board of
Trustees may direct; he shall attend to such correspondence as may be assigned
to him, and perform all the duties incidental to his office
9. Surety and Bonds.
In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
the duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.
Article VI - Seal
“The
Michael Paul Wein Charitable Foundation, Inc.”
Texas
corporations are not required to have a physical seal for making embossed
impressions.
Article
VII - Construction
If there be any conflict between the provisions
of the articles of incorporation and these by-laws, the provisions of the
articles of incorporation shall govern.
Article
VIII - Amendments
The by-laws may be adopted, amended or repealed by the unanimous all Trustees.
If any by-law regulating an impending election of Trustees is adopted, amended
or repealed by the Trustees, there shall be set forth in the notice of the next
meeting of members, if any, for the election of Trustees the by-law so adopted,
amended or repealed together with a concise statement of the changes made.
3 - our Certificate from the State of Texas
4 - our 3-page "letter of
determination" from IRS (USA Internal Revenue Service)
5 - Form 1023 - Application for Recognition of
Exemption under Sec. 501(c)(3) of the Internal Revenue Code
this 17-page document is NOT reproduced here as
the additional loading time for Form 1023 alone slows down everything
shown above.
