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The Michael Paul Wein Charitable Foundation

"Underpromise and Overdeliver"

Our trustees
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What are our Trustee's duties and responsibilities? 

Our Current  Trustees:

Adlerbert, Anthony - Executive Director of Feed the Hungry, an outreach program of St. Paul's Anglican Church, Calle Cardo, San Miguel de Allende
Bell, Peggy - ex-president of the Unitarian-Universalist Fellowship, at the Posada de la Aldea, Ancha de San Antonio #9, San Miguel de Allende
Wein, Michael - President and Founder of this Foundation, Suspiros 14, San Miguel de Allende

Future Trustees of the Foundation:

The by-laws and contractual commitments 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 Feed the Hungry and the Unitarian-Universalist Fellowship.  The replacement of the Founder, Michael Wein, as Trustee, is to occur after his demise, and in a fashion already stipulated by him in his will (see founders will and the section called "d-replacing the founder ..." --- in addition, click here on replace founder to find instructions to aid any new replacement Trustee).

Current and/or future trustees are not allowed to (by these instructions and other legal constraints) 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, investment policies and 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.  

However, as a final control over any necessary changes, we offer the following thought. Although there should be no changes after his death from what the Founder decreed on this web-site, any changes that do become necessary must be fully disclosed at subsequent changes and you, the reader, should complain to all authorities if the changes do not appear appropriate.  

The Founder's Will set up the conditions of his bequests and a copy of the applicable clauses can be found at founders will, specifically the section marked "d-replacing the founder as a trustee on the board of this Foundation as well as instructions regarding the future operations of the Foundation" section.

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

4-Writing Checks

5-Texas 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 (current and prospective) that our operations shall never change.

11-Changes occurring after the death (or disability or resignation) of the Founder

12-The minimum duties of the Officers of this Foundation

13-Compensation of Officers and Trustees

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 Trustees' meeting(s) will conform to the By-Laws of the Foundation.

The regular and ordinary agenda for topics of discussion are grant applications, monies available for grants, review of the progress and status of prior grants, financial statements and other reports from prior 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.

During the lifetime of Michael Wein, the Trustees will only have at its disposal monies donated to the Foundation on an annual basis solely by Michael Wein.   The Funds of the Foundation, during this period, will be kept in money market mutual funds so that they are highly liquid and draw some amount of income prior to their disbursement each year.

Shortly after the death of Michael Wein, as a result of his Last Will and Testament, the Foundation will have at its disposal a minimum of us$2,500,000, and most probably much more, to be used as its endowment. This endowment is to be invested in income-producing and very safe securities.  (See also below "3-Investment Policies" for more details.)  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.

However, it must be remembered that, with inflation, the gross endowment (basically, the same as total assets, or same as net worth, of this Foundation) must continue to grow a little each year just to stay even 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 5 to 10 year period of time - see history of Founder's estate prior to his death) about 10% to 11% a year, including compounded dividends.  This Foundation should strive for about  7% to 8% return on average over every 5 to 10 year period ("return" being defined as yield in dividends and interest PLUS appreciation of the underlying portfolio).  Any investments that are expected to average more than 10%, or maybe even 11% , are to be considered riskier and 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 depreciation in portfolio value, dividends paid to us are likely to be decreased or even occasionally 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 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 possibly will not be renewed the following year.  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 Foundation is intended to earn a 7% to 8% return (as explained and defined above) on its endowment after the death of the Founder.  That return is to form the basis for annual distributions of grants as explained below. 

There exists 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$2,500,000 or more endowment (shortly after his death) 25% of any funds that are distributed as total grants for each year. There is also an oral agreement that some outreach activity of the Unitarian Fellowship of San Miguel, will receive annually, at minimum, $1,000 a year, and after the arrival of the endowment, 15% of any funds distributed as total grants each year.  The remaining 60% 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 nonetheless 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.

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 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 auditprocedures and internal control.

e - they must submit a detailed financial report 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 results as a  third column so as to result in comparative information.  And, although this can be done in a separate report which shows 3 columns of comparative information, they might combine a fourth column which shows the budget for the next year.  In the first year, prior to any grant from this Foundation, they must submit only a projected financial result. (**)    See examples and financials-example for more on this.

f - The trustees must make sure that they 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 will not be given again the following year. 

Trustees should come up with some new mechanism to reduce (or otherwise re-allocate to other new or 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:

a government or another organization takes over some of the grantee's funding
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 partially.
the amounts given to a grantee appears to be in excess of normal needs as reflected by the grantee's own financial reports.
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.  And example of this can be found at our web-pages called status lately and 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 additional note

(**) these requirements are to be less stringent in the early years 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 requirements for various types of Foundations (among which is ours) on the internet at http://www.irs.gov/charities/charitable/article/0,,id=127912,00.html

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 always pays out at least between 90% - 95% of that year's cash available (including cash from sales of appreciated securities), and 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 again exceeds 1% of that year's actual income (excluding appreciation in this particular computation).

---that no one charity receives more than 30%, no two charities more than 50%, and no three charities more than 60%, of the year's distributions.   The exception called (**) (see above) can apply here in the early years of this Foundation.  There is also an exception for the (hopefully unlikely) event wherein the Trustee's can not agree and the default situation precribed in the founders will (clause 2f under point "d-replacing the founder as a trustee on the board of this Foundation as well as instructions regarding the future operations of the Foundation") comes into play and the endowment is distributed to two USA organizations.

--- that San Miguel charities be the primary recipients of grants (a minimum of  70%, but preferably 90% if at all feasible, of the distributions).  However, if certain events occur (see points #1f and #2f of "d-replacing the founder . . . as well as my instructions regarding the future operation of the Foundation" in the founders will), the Trustees are to make distributions to the USA 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

Monitoring and measuring results and the methods to do this is to be discussed by the Trustees and decided in the future, but should include the "Our Philosophy regarding grants and grantees" discussed above.
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.

3- INVESTMENT POLICIES:

Trustees may only invest in highly liquid securities traded only on the NYSE and Nasdaq. Securities must be safe and at least 50% of the portfolio value should be 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 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 (excluding the securities transferred directly to this Foundation, which are more speculative than others still retained by his estate) portfolio of securities owned and see if any of the bulk of those securities might make suitable investments (at very least, they should be guidelines for future 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 investments, many or most of the investments might well be ETFs which I prefer much more than mutual funds (even though they are similar) for this Foundation.  The page 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.

The initial monies for these investments will arrive at the Foundation's door as a result of execution of the founder's will, shortly after the death of Michael Wein.   The monies then received should be slowly invested in long-term securities over a minimum period of one year, or possibly even longer, while temporarily being held in 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 can be held in a money market mutual fund at the brokerage offices, or, if the yield is sufficiently higher when doing so, sums of money can be invested in other short-term instruments like commercial paper,  bank notes, treasury bills, and the like, but only if the return is sufficiently higher (net of all commissions and other costs) to merit these alternative investments.   Bonds maturing in an extremely short period of time may also be considered if the net result (after all costs) is also sufficiently greater than the alternatives.  This latter alternative 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.

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 Michael Wein 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 gives reasons for the decision including:
why the security is (or is not, if selling) a growing company, 
is underpriced (citing price/earnings ratios, price/sales ratios, price/growth ratios (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.

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 exchange-traded fund (ETF), or an index fund, or a low-load, low-expense, mutual fund.

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.

Because it is so important, we repeat here what we previously said up above:

It must be remembered that, with inflation, the gross endowment (or total assets, or net worth) of this Foundation must continue to grow just to stay even 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 years) when the investments show a net reduction in their values due to a decline in the stock market.  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 5 to 10 year period of time) (including dividends) about 10% to 11% a year, compounded.  This Foundation should strive for a minimum of 7% to 8% return on average over every 5 to 10 year period ("return" being calculated as yield in dividends and interest PLUS appreciation of the underlying portfolio.  Any investments that are expected to average more than 10%, or maybe even 11% , are to be considered riskier and are not acceptable investments for this Foundation.

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 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 tout 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, do NOT 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.  

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 can  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 it is already factored into the price of the stock, so you won't get any bargains here anyway.

4-WRITING CHECKS

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 made out to a specific payee already, the amount is entered in both numbers and letters, AND after the signer or signers examine the underlying invoices or other documentation supporting the payment.

5-TEXAS ADDRESS OF THE FOUNDATION

The current address of "PMB #77A, 220 North Zapata Hwy. #11A, Laredo TX, 78043"  is on file with the State of Texas. Should there be any change or 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 is critical!!!

6-FINANCIAL REPORTS OF THE FOUNDATION

In addition to Form 990, 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. Records must be kept of all receipts, all disbursements, all grant requests, and actions taken on all grant requests. 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 subsequent changes web-page.

More information on this can be found at IRS web-site pages:

IRS financial requirements

Form 990EZ (although this Foundation will have to file Form 990, not Form 990EZ)

7-FIDUCIARY RESPONSIBILITIES OF THE TRUSTEES

By Texas and all normal 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 their 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 healthy years, is maintained unless some other reason dictated by these Trustee rules is present.   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).

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 meetings and the minutes and the implementation thereof is to be delayed until the beginning of the next 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 that come from this process are then to be uploaded to our web-site on the subsequent changes page.

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 larger letters in red at the very bottom of the founders will

g. IRS has published their requirements for various types of Foundations (among which is ours) on the internet at http://www.irs.gov/charities/charitable/article/0,,id=127912,00.html

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 in his Last Will and Testament.    see founders will

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 and the facts that they are still predominantly a volunteer organization fulfilling their missions similarly to (or better than) the way they were doing so at the time of their original affiliation with this Foundation.  Rules and regulations specified in the FAQs (frequently asked questions) and other web-site pages explain all other requirements of FTH, UU, and all other grantees alike.

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 really 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 itself was bound to also give to the Scholarship Fund each year.   After we made grants to them we found that they ceased keeping their promises to us.   And in addition we began to notice that Atencion and Biblioteca promises were 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 have witnessed (as of 2005) 12 years of repeated instances of blatant and unilateral abrogation of promises made.

Patronato Pro Ninos and C.A.S.A.- without discussing the reasons for this decision in this too-public venue, no further grants are to be given to them unless the Founder of this foundation specifically agrees that they have met our requirements.  Therefore, unless he has agreed to making such grants during his lifetime, grants after he is deceased are not to be given (note A).

Note A - in addition to the above requirements, all of these organizations will also have to meet our normal criteria for all grantee organizations.

10-OUR GUARANTEE TO GRANTEES (CURRENT AND PROSPECTIVE) THAT OUR OPERATIONS SHALL NEVER CHANGE

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 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, as will public announcements in all available media and email facilities.  

c. 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 constitute the operating rules of this organization.  These will also include the by-laws and minutes of this organization.

d. as conflicts between all of the above documents might (and probably will) unfortunately occur, the order of precedence is as follows.  First, the by-laws of this organization take highest precedence, followed by, in this order: all writings on this web-site (should there be a conflict within the web-site, common sense will dictate order of precedence, but this Trustees page should take highest precedence of all web-site pages, and then only if this page does not conflict with the general dictates of the Mission and Goals page), minutes of previous Trustees' meetings, Foundation financial reports,  and finally, all other publicly printed announcements (the accuracy, due to varying editor's editing, of the latter is beyond our control and therefore possibly in question).

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: 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 the grantees who have trustees on our board, such as Feed the Hungry and the Unitarian Fellowship), all trustees (including the aforementioned two trustees, as well as the third trustee who replaces the Founder after his demise), 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 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 one exception to all of the above.  In the unlikely case of the deportation or other involuntary removal of the Founder from San Miguel de Allende by Mexican governmental authorities, the beneficiaries of the MPWCF's grants will, by default, be changed from charitable organizations located in Mexico to other charitable organizations all located outside 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 Will 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.  Read details about this in founders will

Then, the three trustees shall vote and fill the following offices thusly:

a. The office of president and chief administrative officer shall be filled by the trustee replacing the Founder.

b. Each of the other 2 trustee's will fill the one of the following two offices.  Neither can fill both.

     i.  Vice President and Treasurer

     ii. Vice President and Secretary

Although it is decreed by the by-laws and this "duties and responsibilities of trustees" section 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 on the subsequent changes page is the page to be consulted by any interested party (grantees, trustees, any one at all).

In the event of a "material change" (see IRS definition 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/foundations/article/0,,id=141380,00.html and also if the Foundation is terminated, see the IRS page at this URL: http://www.irs.gov/charities/foundations/article/0,,id=141392,00.html

12-THE MINIMUM DUTIES OF THE OFFICERS OF THIS FOUNDATION

The President will be the chief administrative officer and will also schedule and run all meetings.  If agreed to by all of the other trustees, the president may also prepare some or all of the financial reports discussed under the Treasurer's duties, 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 all of the paperwork prepared by all others 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 may 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 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. 

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.  

It should be emphasized that after the Founder's death, as the endowment of this Foundation has increased dramatically, the financial reports and the minutes of every meeting should become much more detailed and encompassing than they were prior to the arrival of the endowment.  The minutes of each meeting must include all actions taken at meetings. 

The above officers will select one of their members to maintain and up-date this web-site, but all officers have the joint responsibility for reviewing it 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 (including recommendations for the lifetime achievement awards) and be responsible to distribute email copies to the other officers.

The evaluation of all grantees input (both old grantees and new grantees) is the joint responsibility of all trustees, as will be the changes, if any, in input requirements requested from all grantees each year.

13-COMPENSATION OF OFFICERS AND TRUSTEES

No officer or trustee is to be compensated for his or her services with the following exceptions:

a.  The position that replaces the Founder, which shall remain an unpaid position until the time of his death, may (if 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 

1% 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$1.500.

c.  The Officer and/or Trustee who takes this position may take part in the discussions of 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 will 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 somewhat.  But, these changes must then be noted on the subsequent changes page of this web-site.

g. in any event, the compensation of any officer should be specifically listed in any private, public, or tax-related financial statement.

 

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