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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
|
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...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
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|
…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.
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...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.
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...Approval of previously discussed
Grants and Grantees for last year Lions Club, PEN, Suzuki
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...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
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...Discussions, if necessary, on Proposed
Duties and Responsibilities of the Foundation's Trustees (**) – REFER TO
WEB-SITE
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New Business:
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...Elections of officers and Trustees for
next year – OFFICERS, DIRECTORS ELECTED TO SAME POSITION AS IN 2004
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...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.
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...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
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|
-
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.
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|
-
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).
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|
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...Discussion of "no changes"
in methods or processes of operation after Founder dies (**) – SEE
WEB-SITE GUARANTEE
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...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.
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...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
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...Discussion regarding next meeting
(time, date, place, purposes) – AGREED TO ATTEMPT TO MEET IN LAST WEEK OF
FEBRUARY 2006.
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(**)
the most updated versions of these Foundation statements are shown at
their current status on our web-site at https://smanumber1.tripod.com/
Your attention is particularly drawn to the many vastly redone pages
of the web-site
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a. roll
call
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b. reading
of the minutes of the preceding meeting (XX)
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c. reports
of committees
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d. reports
of officers (XX)
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e. old
and unfinished business (XX)
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f.
new business (XX)
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g. good
and welfare
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h. adjournments
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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.
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...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. |
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...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
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...Discussions,
if necessary, on Proposed Goals of the Foundation (3) – NOTHING NEW HERE BUT
REFERRED TO WEB-SITE
|
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...Discussions,
if necessary, on Proposed Duties and Responsibilities of the Foundation's
Trustees (3) – SAME AS ABOVE
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New Business:
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...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.
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(3) the most updated versions
of these Foundation statements are shown at their current status on our web-site
at https://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).
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roll call
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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"
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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 (**)
|
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...Financial
Reports of the Foundation (chiefly receipts and expenditures to date and
financial status on this date) (1)
|
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...Discussion
of Proposed Grants to organizations other than FTH and UU
|
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……Biblioteca
– problem – PROBLEM RESOLVED WITH THE SUBMISSION OF ALL REPORTS REQUESTED
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……Mujares
en Cambio – no information – AGREED TO CONTINUE WITH PROPOSED $400 GRANT,
SUBJECT TO LATE RECEIPT OF REPORT
|
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……new
grants to Casa de
los Angeles
, Crescimiento, FAI, Lions Club, PEN – DISCUSSED AND ACCEPTABLE
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……special
one-time grants – Atencion and $400 more still available – DISCUSSED WITH
$400 REMAINING, SUBJECT TO MPW’S DISCRETION
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……Lifetime
Achievement Award - $1,000 and publicity to encourage Volunteer work –
DISCUSSED AND CONSIDERED GOOD IDEA
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...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.
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...Elections
of officers and Trustees for next year.— ALL OFFICERS AND DIRECTORS REELECTED
TO SAME POSITIONS
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...Discussion
regarding next meeting (time, date, place, purposes) – NEXT MEETING SET FOR
NEXT FEBRUARY, 2004
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(**) 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:
-
roll call
-
reading
of the minutes of the preceding meeting (which is to be handled by email after
each meeting)
-
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, 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:
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Discussions on Proposed Goals of the Foundation - NO CHANGES
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Discussions
on Proposed Duties and Responsibilities of the Foundation's Trustees - NO
CHANGES
|
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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).
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Discussions
on any other by-laws changes that any of us suggest - NO OTHER CHANGES AT THIS
TIME.
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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.
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Discussion
of Proposed Grants to organizations - DISCUSSED.
|
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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.
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Elections
of officers and Trustees for next year - ALL OFFICERS AND TRUSTEES WERE
RE-ELECTED TO SAME POSITIONS AS LAST YEAR.
|
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Discussion
regarding next meeting (time, date, place, purposes) – DISCUSSED AND DECIDED
TO “MEET VIA EMAIL”.
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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:
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President:
Michael Wein |
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Vice-president:
Anthony Adlerbert |
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Vice-president:
Peggy Bell |
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Secretary:
Michael Wein |
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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:
-
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;
-
deposit, deliver, assign, withdraw and transfer funds, instruments
and securities of any type;
-
sell any securities owned by the Corporation;
-
buy any securities in a cash account;
-
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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