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The Michael Paul Wein Charitable Foundation

"Underpromise and Overdeliver"

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These are copies of minutes of this organization (in reverse order of chronology - oldest last - NEWEST FIRST).  Note that minutes of meetings that take place AFTER the Founder's death, are to be shown on the subsequent changes page.

The following meeting minutes, 2/25/05 are tentative subject to board approval, the following February.

This meeting, held at 10am , Friday, February 25, 2005 , at Suspiros #14, was attended by all three MPWCF trustees, Peggy Bell, Tony Adlerbert, and Michael Wein.     The agenda for this meeting, having been submitted to all Trustees prior to the meeting, was as follows and any actions taken in this meeting, were added to the agenda in ALL CAPS or indented below each category:  

…minutes of the last meeting of the Trustees, Feb. 25, 2004 – SUBMITTED BY EMAIL AND READ AND ACCEPTED.

... presentation of Financial Reports of the Foundation – SUBMITTED BY EMAIL AND READ AND ACCEPTED

...discussion of proposed Grants to organizations other than FTH and UU, new to us this year, if any.  Grants to most organizations (increasing from 1st year’s us$250s to us$400 and to $600) accepted subject to receipt and acceptance of their financial and other input as requested in December 2004 for this year’s grants  – NEW THIS YEAR IS ANYEL

…discussion of constituencies and transparency and then of transparency awards.  Main reason for this is the “I believe” statement made by MPW in 1997 resulting in his reason for creating this Foundation.  Secondarily is the current belief that organizations should be held accountable to their entire constituencies.

...Approval of previously discussed Lifetime Achievement award recipient and new grant this year, if appropriate.  SEREDA MILOSZ LAST YEAR.  POSSIBILITY OF PHIL MAHER THIS YEAR. 

...Approval of previously discussed Grants and Grantees for last year Lions Club, PEN, Suzuki   

...Discussions, if necessary, on Proposed Goals of the Foundation (**) – REFERRED TO WEB-SITE BUT CHIEFLY TRANSPARANCY FOR ALL SMA ORGANIZATIONS SOLICITING FUNDS FROM THE PUBLIC

...Discussions, if necessary, on Proposed Duties and Responsibilities of the Foundation's Trustees (**) – REFER TO WEB-SITE

  New Business:

...Elections of officers and Trustees for next year – OFFICERS, DIRECTORS ELECTED TO SAME POSITION AS IN 2004

...Status of web-site (**) – AGREED TO USE WEB-SITE AS PART OF OUR TRANSPARENCY OBJECTIVE AND KEEP IT UP-TO-DATE SO THAT THE FUTURE TRUSTEES AND ANY OTHER INTERESTED PARTIES CAN SEE IT AND KNOW OUR PROCEDURES, METHODS, AND RULES OF OPERATION.  WE ARE GOING TO TRY TO MAKE THE WEB-SITE AS CLOSE TO OUR FINAL OPERATING RULES AS IS HUMANLY POSSIBLE, ALL THE WHILE BACKING IT UP WITH A PAPER TRAIL.

...Discussion of how Founder's will is being changed to:

-               replace him as trustee immediately after his death-SEE METHOD DESCRIBED IN CODICIL TO WILL ON WEBSITE

-               handle changes between original and current bequests from Founder – WEB-SITE WILL SOON CONTAIN COPIES OF PROPOSED WILL WHICH GUARANTEES THE mpwcf A MINIMUM OF us$2,400,000 AND PROBABLY MORE.

-               enforce guarantees regarding amounts Foundation is to receive after Founder's death - WEB-SITE NOW CONTAINS GUARANTEE WHICH APPEARS ON THE mission and goals page of the web-site (4th item from top of that page).

...Discussion of "no changes" in methods or processes of operation after Founder dies (**) – SEE  WEB-SITE GUARANTEE

...Transparency of Operations (which is intended to make our web-site, open to all, our Bible regarding operations) (**). SEE ABOVE NEW BUSINESS ITEM #2 REGARDING TRANSPARENCY.

...Brain Trust idea (regarding getting outside volunteer advisors to help with new ideas and later to aid in investments, etc.) THIS IN PROCESS IDEA IS INTENDED TO HAVE IDEAS SUBMITTED FROM THE OUTSIDE AS WELL AS HAVING BACK-Ups (AND NEW YOUNGER CANDIDATES) FOR REPLACEMENT OF US, THE TRUSTEES

...Discussion regarding next meeting (time, date, place, purposes) – AGREED TO ATTEMPT TO MEET IN LAST WEEK OF FEBRUARY 2006.

 (**)  the most updated versions of these Foundation statements are shown at their current status on our web-site at http://smanumber1.tripod.com/    Your attention is particularly drawn to the many vastly redone pages  of the web-site  

a.             roll call

b.             reading of the minutes of the preceding meeting (XX)

c.             reports of committees

d.             reports of officers (XX)

e.             old and unfinished business (XX)

f.              new business (XX)

g.             good and welfare

h.             adjournments

  Respectfully submitted, for your additions, corrections, and comments,

  Michael Wein, Secretary

This meeting, held at 10am , Wednesday, February 25, 2004 , was attended by all three MPWCF trustees, Peggy Bell, Tony Adlerbert, and Michael Wein.    

The agenda for this meeting, having been submitted to all Trustees prior to the meeting, was as follows and any actions taken in this meeting, were added to the agenda in ALL CAPS or indented below each category:

 …minutes of the last meeting of the Trustees, Feb. 24, 2003 – SUBMITTED BY EMAIL AND READ AND ACCEPTED.

... presentation of Financial Reports of the Foundation – SUBMITTED BY EMAIL AND READ AND ACCEPTED

...discussion of proposed Grants to organizations other than FTH and UU new to us this year, if any.  NONE NEW THIS YEAR – HOWEVER  grants to most organizations (increasing last year’s us$250s to us$400 and BP $1000 to $1100) accepted subject to receipt and acceptance of their financial and other input as requested in December 2003 for this year’s grants.

...Approval of previously discussed Lifetime Achievement award recipient and new grant this year, if appropriate.  AGREED TO   USE ATENCION AND OTHER MEDIA TO ASK FOR NEW APPLICANTS FOR THIS YEAR.  LUISA VELTE LAST YEAR.

...Approval of previously discussed Grants and Grantees for last year and new grants to Casa de los Angeles, Crescimiento, FAI, Lions Club, PEN  - EXCEPT FOR LIONS’ FINAL GRANT OF $400, OTHERS ACCEPTED SUBJECT TO SUBMISSION OF PREVIOUSLY REQUESTED (SEE ABOVE) FINANCIAL STATEMENT AND  INTERNAL CONTROL INFORMATION

...Discussions, if necessary, on Proposed Goals of the Foundation (3) – NOTHING NEW HERE BUT REFERRED TO WEB-SITE

...Discussions, if necessary, on Proposed Duties and Responsibilities of the Foundation's Trustees (3) – SAME AS ABOVE

 New Business:

...Elections of officers and Trustees for next year – OFFICERS, DIRECTORS ELECTED TO SAME POSITION AS IN 2003

...Status of web-site (3) – AGREED TO USE WEB-SITE AS PART OF OUR TRANSPARENCY OBJECTIVE AND KEEP IT UP-TO-DATE SO THAT THE FUTURE TRUSTEES AND ANY OTHER INTERESTED PARTIES CAN SEE IT AND KNOW OUR PROCEDURES, METHODS, AND RULES OF OPERATION.  WE ARE GOING TO TRY TO MAKE THE WEB-SITE AS CLOSE TO OUR FINAL OPERATING RULES AS IS HUMANLY POSSIBLE, ALL THE WHILE BACKING IT UP WITH A PAPER TRAIL.

...Discussion of how Founder's will is being changed to:

     -  replace him as trustee immediately after his death – SEE METHOD DESCRIBED IN CODICIL TO WILL ON WEB-SITE

   . -  handle changes between original and current bequests from Founder – WEB-SITE NOW CONTAINS COPIES OF PROPOSED WILL WHICH GUARANTEES THE mpwcf A MINIMUM OF US$1,000,000 AND PROBABLY MORE.

     -  enforce guarantees regarding amounts Foundation is to receive after Founder's death WEB-SITE NOW CONTAINS GUARANTEE WHICH APPEARS ON THE mission and goals page of the web-site (4th item from top of that page).

...Discussion of "no changes" in methods or processes of operation after Founder dies (3) – SEE  WEB-SITE GUARANTEE

...Transparency of Operations (which is intended to make our web-site, open to all, our Bible regarding operations) (3). SEE ABOVE NEW BUSINESS ITEM #2 REGARDING TRANSPARENCY.

...Brain Trust idea (regarding getting outside volunteer advisors to help with new ideas and later to aid in investments, etc.) THIS IN PROCESS IDEA IS INTENDED TO HAVE IDEAS SUBMITTED FROM THE OUTSIDE AS WELL AS HAVING BACK-Ups (AND NEW YOUNGER CANDIDATES) FOR REPLACEMENT OF TRUSTEES

...Discussion regarding next meeting (time, date, place, purposes) – AGREED TO ATTEMPT TO MEET IN LAST WEEK OF FEBRUARY 2005.

 (3)  the most updated versions of these Foundation statements are shown at their current status on our web-site at http://smanumber1.tripod.com/index.htm    Your attention is particularly drawn to vastly redone pages of FAQs (frequently asked questions), IRS (regarding our relationship with the USA IRS), and Trustees (which describes most of our internal processes both before and after the death of the Founder).

roll call

reading of the minutes of the preceding meeting (XX)

reports of committees

reports of officers (XX)

old and unfinished business (XX)

new business (XX)

good and welfare

adjournments"

 Respectfully submitted, for your additions, corrections, and comments,

 Michael Wein, Secretary

This meeting, held at 10am this morning,  February 24, 2003 , was attended by all three trustees, Tony Adlerbert, Peggy Bell, and Michael Wein.

 We read, accepted, and signed the minutes of the last meeting of the Trustees, Feb. 13, 2002.

 The agenda for this meeting, having been submitted to all Trustees prior to the meeting, was as follows and any actions taken in this meeting,  were added to the agenda in ALL CAPS:

 ...Discussions, if necessary, on Proposed Goals of the Foundation (**)

...Discussions, if necessary, on Proposed Duties and Responsibilities of the Foundation's Trustees (**)

...Financial Reports of the Foundation (chiefly receipts and expenditures to date and financial status on this date) (1)

...Discussion of Proposed Grants to organizations other than FTH and UU

……Biblioteca – problem – PROBLEM RESOLVED WITH THE SUBMISSION OF ALL REPORTS REQUESTED

……Mujares en Cambio – no information – AGREED TO CONTINUE WITH PROPOSED $400 GRANT, SUBJECT TO LATE RECEIPT OF REPORT

……new grants to Casa de los Angeles , Crescimiento, FAI, Lions Club, PEN – DISCUSSED AND ACCEPTABLE

……special one-time grants – Atencion and $400 more still available – DISCUSSED WITH $400 REMAINING, SUBJECT TO MPW’S DISCRETION

……Lifetime Achievement Award - $1,000 and publicity to encourage Volunteer work – DISCUSSED AND CONSIDERED GOOD IDEA

...Discussion of ways and means to handle a replacement Trustee for me, after I leave this earth.—COPIES OF MPW WILL AND WEB-SITE INFO TO BE SENT TO ALL TRUSTEES BY EMAIL THIS AFTERNOON.

...Elections of officers and Trustees for next year.— ALL OFFICERS AND DIRECTORS REELECTED TO SAME POSITIONS

...Discussion regarding next meeting (time, date, place, purposes) – NEXT MEETING SET FOR NEXT FEBRUARY, 2004

 (**)  the most updated versions of these reports are shown at their most complete status on our web-site http://www.geocities.com/mpwinsma/toc.htm

 (1) email of report presented at Annual Meeting was sent to all Trustees by email on 2/11/03 .

 Although the by-laws state the following is necessary in each meeting, we agreed to dispense with all of the stipulated portions called for below except the three marked (XX) which are covered above anyway.

 "The order of business at all meetings  shall be as follows:

  1. roll call

  2. reading of the minutes of the preceding meeting (which is to be handled by email after each meeting)

  3. reports of committees

  4. reports of officers (XX)

  5. old and unfinished business (XX)

  6. new business (XX)

  7. good and welfare

  8. adjournments"

 Respectfully submitted, for your additions, corrections, and comments,

 Michael Wein, Secretary

This meeting, held at 10am this morning, was attended by all three trustees, Tony Adlerbert, Peggy Bell, and Michael Wein.  (meeting of Feb 13, 2002)

 We read, accepted, and signed the minutes of the last meeting of the Trustees, August 29, 2001 (the organizational meeting).

 The agenda for this meeting, having been submitted to all Trustees prior to the meeting, was as follows and any actions taken in this meeting,  were added to the agenda in ALL CAPS:

Discussions on Proposed Goals of the Foundation - NO CHANGES

Discussions on Proposed Duties and Responsibilities of the Foundation's Trustees - NO CHANGES

Discussions on Tony's proposed change to by-laws re: annual meeting date - DECIDED TO MAKE NO CHANGES NOW, BUT TO CONSIDER CHANGES TO TIMING OF MEETING (UP TO 8 WEEKS BEFORE AND 8 WEEKS AFTER 3RD WEEK IN MARCH).

Discussions on any other by-laws changes that any of us suggest - NO OTHER CHANGES AT THIS TIME.

Financial Reports of the Foundation (chiefly receipts and expenditures to date, plus status of contracts - chiefly agreements with FTH and UU - and  pledges and financial status on this date) - ACCEPTED AS GIVEN, COPIES TO BE SENT TO ALL TRUSTEES, BY EMAIL, TODAY.

Discussion of Proposed Grants to organizations - DISCUSSED.

Discussion of ways and means to handle a replacement Trustee for me, after I leave this earth. - TO BE CONSIDERED AND DISCUSSED AGAIN IN FUTURE.

Elections of officers and Trustees for next year - ALL OFFICERS AND TRUSTEES WERE RE-ELECTED TO SAME POSITIONS AS LAST YEAR.

Discussion regarding next meeting (time, date, place, purposes) – DISCUSSED AND DECIDED TO “MEET VIA EMAIL”.

The order of business at the above meeting included the following, interspersed with all of the above:

roll call

reading of the minutes of the preceding meeting

reports of committees

reports of officers

old and unfinished business

new business

good and welfare

adjournments

Respectfully submitted, for your additions, corrections, and comments,

Michael Wein, Secretary

     The combined first meeting of ORGANIZERS and TRUSTEES of the corporation was held on August 29, 2001 at 10 a.m.

      The following ORGANIZERS of the corporation were present:

           Michael Wein,  Anthony Adlerbert,  Bart Mullis, being all of the ORGANIZERS of the corporation and a quorum.

      The following original TRUSTEES of the corporation were present:

           Michael Wein,  Anthony Adlerbert,  Bart Mullis, being all of the TRUSTEES of the corporation and a quorum.

      Michael Wein was elected temporary chairman and temporary secretary.

      The chairman reported that the incorporators took the following action:

      Adopted by-laws regulating the conduct and affairs of the corporation.

      Appointed TRUSTEES of the corporation: Peggy Bell, Anthony Adlerbert, and Michael Wein

       Fixed the address of the registered agent and the registered office address at 5912 San Bernardo , Laredo TX 78041-2506 , USA , and the principal business address of the corporation at Suspiros #14, San Miguel de Allende, Gto., 37700, Mexico .

      The chairman circulated a copy of the Consent To Action Taken In Lieu of Organization Meeting executed by the President and upon motion duly made, seconded and carried, it was

      Resolved, that the actions taken by the incorporators as set forth in the Consent To Action Taken In Lieu of Organization Meeting is hereby approved, ratified and in all respects confirmed.

      The chairman stated that the election of officers of the corporation was now in order.  The following persons were nominated:

     President:  Michael Wein

     Vice-president:  Anthony Adlerbert

     Vice-president:  Peggy Bell

     Secretary: Michael Wein

     Treasurer: Michael Wein

 A vote of TRUSTEES was taken and the nominees were elected officers of the corporation.

      The president and secretary thereupon assumed their respective offices in place and stead of the temporary chairman and the temporary secretary.

      Upon motion duly made, seconded and carried, it was

      Resolved, that since Texas does not require a physical seal, none be adopted, and further

      Resolved that the president and treasurer be and they hereby are authorized to issue certificates for members, if and when we ever have members, although none are existent now, and further

      Resolved that the corporate record book and membership roll book is not necessary at this time.

      Upon motion duly made, seconded and carried, it was

      Resolved, that any persons designated by the President of the Corporation are authorized on behalf of the Corporation to:

  1. open and maintain one or more brokerage accounts for and in the name of the Corporation at DB Alex. Brown, LLC, the clearing house for Wall Street Access, a brokerage firm;

  2. deposit, deliver, assign, withdraw and transfer funds, instruments and securities of any type;

  3. sell any securities owned by the Corporation;

  4. buy any securities in a cash account;

  5. execute all documents, and exercise and direct the exercise of all duties, rights, and powers, and take all actions necessary or appropriate to perform the powers enumerated above.

      Further resolved, that the president of the Corporation shall certify in writing any changes in the powers, office or identity of those persons authorized to perform the powers enumerated above.  DB Alex. Brown LLC (referred to herein as Deutsche Banc Alex. Brown) may rely upon any such certificate of authority furnished by the Corporation until written certification of any change in authority shall have been received by Deutsche Banc Alex Brown.  Any past action in accordance with this resolution is hereby ratified and confirmed.  Powers previously certified by the Corporation shall not be affected by the dispatch or receipt of any other form of notice nor by any change in the position with the Corporation held by any person so empowered.  Any officer of the Corporation is hereby authorized to certify these resolutions to whom it may concern.

      Further resolved, that any persons designated by the President of this corporation are hereby authorized to sell, assign, transfer and deliver stocks, bands, evidences of interest and/or indebtedness, rights and options to acquire the same, and all other securities, corporate or otherwise, now or hereafter held by this corporation in its own right or in any fiduciary capacity, and to execute any and all instruments necessary, proper or desirable for the purpose; further, than any past action in accordance herewith is hereby ratified and confirmed, and further, that any officer of the Corporation is hereby authorized to certify these resolutions to whom it may concern.

      And further resolved, that a resolution for that purpose on the printed form of said depositary was adopted and was ordered appended to the minutes of this meeting.

      On motion duly made, seconded and carried, it was

      Resolved, that the signing of these minutes by the Trustees shall constitute full ratification thereof and waiver of notice of the meeting by the signatories.

      There being no further business before the meeting, on motion duly made, seconded and carried, it was adjourned.

 Dated August 29, 2001

 Michael Wein, Secretary   _____________________________________

 Michael Wein, Trustee      _____________________________________

 Anthony Adlerbert, Trustee ____________________________________

 Peggy Bell, Trustee ____________________________________________

Consent to Action Taken in Lieu of the Organization Meeting of THE MICHAEL PAUL  WEIN CHARITABLE FOUNDATION, INC.

      The undersigned, being the TRUSTEES of the corporation hereby consent to the action taken, as hereafter stated, in lieu of the organization meeting:

      A copy of the certificate of incorporation together with the receipt issued by the Texas Secretary of State showing the date and payment of the filing fee for the original certificate of incorporation was appended to this statement.

      By-laws regulating the conduct and the affairs of the corporation, as prepared by counsel for the corporation were adopted and ordered appended thereto.

      The following persons were appointed TRUSTEES of the corporation:

           Anthony Adlerbert, Peggy Bell, Michael Wein

      The offices of the corporation were fixed as follows:

 the address of the registered agent and the registered office address at 5912 San Bernardo, Laredo TX 78041-2506, USA, and the principal business address of the corporation at Suspiros #14, San Miguel de Allende, Gto., 37700, Mexico.

 The undersigned accept their appointment as TRUSTEES:

 Anthony Adlerbert____________________________________

 Peggy Bell ___________________________________________

 Michael Wein _______________________________________

 The following are appended to this consent:

     copy of the certificate of incorporation

     copy of receipt issued by the Texas Secretary of State

     copy of by-laws  

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