Governing Instruments and Bylaws of the Lilli Foundation

These governing instruments and bylaws (hereby designated the “Instruments”) sets forth the operating guidelines for the Lilli Foundation (hereby designated the “Foundation”) including but not limited to the board of directors (hereby designated the “Board”), Trustees, officers, employees, third party contractors, legal and financial counsel, suppliers and volunteers. These guidelines are to provide rules for operation and for the lawful conduct of business of the Foundation. Without exception, guidelines set forth here should in no way be executed in a manner which would violate or be inconsistent with the Declaration of Trust, applicable City, County, State or Federal law or jeopardize the tax exempt status claimed in behalf of the Foundation and its operations. The function of the Board is to carry out the mission statement of the Foundation (hereby designated the “Mission Statement”) under the direction of the Trustees and the Directors in accordance with Declaration of Trust. The Trustees will empower the Board after its official formation by written directive to the chair of the Board (hereby designated the “Chair of the Board”) and its officers to commence the operation of the Foundation according to these Instruments for operation and in a manner consistent with the Mission Statement. The daily operation of the Foundation shall be transferred to the Board by the Trustees within one calendar year of the formation of the Trust after the approval of the formation of the Foundation as set forth in the Trust Agreement and the receipt of notice of tax exempt status and/or the acceptance by the State of Ohio of the Declaration of Trust. For any reason the Board is not able to fulfill its minimum duties and responsibilities to maintain the lawful operation or put in jeopardy the Foundation’s tax exempt status, the Trustees have the authority to carry out the appropriate action in behalf of the Foundation according to the Declaration of Trust. The Trustees will deem the standard of operation of the Foundation appropriate on an annual basis by the timely issuing of the annual report of the Foundation (hereby designated the “Annual Report”) including a complete statement of financial activity and balance sheet. Appropriate legal and financial assistance may be used in preparing or to review these documents to assure the continuing lawful operation of Foundation according to these Instruments set forth here and the Declaration of Trust.

Section 1 - 4 - Mission Statement and Operating Guidelines - Board of Directors

Section 1 - Mission Statement – The Foundation’s purpose is to benefit the public interest through supporting the advancement of education, science and the relief of the poor, the needy, the distressed or the underprivileged in accordance to the Declaration of Trust, applicable law for the operation of a private Foundation with tax-exempt status and the grandchildren’s collective will and perception to act in a manner consistent with the principles of giving and sharing exemplified by the life and spirit of Lilli Wessels.   Specific guidelines for the execution of this Mission Statement are set forth in Section 5 of these Instruments. 

Section 2 – The Board shall be initially composed of a minimum of 3 members (hereby designated the “Board Member(s)”) who are the grandchildren of Mrs. Lillian Wessels formerly residing at 4 Preston Ct., Glen Cove New York, now decreased, namely Aimee L. Latham (formerly Aimee L. Wessels), Brian W. Wessels, David W. Wessels, Kirsten Wessels, Meredith L. Wessels and Stacey A. Anderson (formerly Stacey Wessels) or their assigned designee. This assigned designee must be an individual not presently on the Board and either a direct descendant of Lillian Wessels or have written power of attorney to act in place of the designator. This assignment must filed in writing with the Chair of the Board at least one month before the designee will become an active Board Member. A letter of agreement (hereby designated the “Letter of Agreement”) between all Board Members and the Foundation must be filed with the Foundation within two calendar years after the approval of the formation of the Foundation as noted by the date set forth in the Trust Agreement.   Letter of Agreement shall indicate the willingness of the aforementioned individuals to serve in the capacity of Board Member within the guidelines set forth in these Instruments and the Declaration of Trust.   This signed letter shall contain also contain full name, current address, current phone and/or e-mail address. Original Letters of Agreement will be sent to Chair of the Board or the Corresponding Trustee (Barry W.Wessels) as specified in the Declaration of Trust (Article VI, Section 1). The Letters of Agreement not received by the Foundation in this time frame shall be considered as a default statement of non-interest in assuming the duties of an active Board Member and these individuals shall be considered an inactive (non-voting) Board Member and will not be counted as part of a voting quorum base.   This status may be changed to active Board Member upon the receipt of a Letter of Agreement and approval by majority vote of active Board Members. Any standing member of the Board may move to an inactive status and subsequently reactivated by giving one month written notice to the Chair of the Board for any of these actions.   Movement to inactive or reactivated status to the Board will in no way be viewed by the sitting Board in negative manner or with prejudice. There is no limit to the number of times that a change in status (active or inactive) may be taken.   The Foundation inherently understands the voluntary nature of service as a member of the Board and further recognizes the limits of commitment that Board members can offer from time to time.   By majority vote of the Board, a member may be moved to inactive status and considered not part of the quorum base, if the member has not voted or communicated for three consecutive Board actions spanning a time interval of not less than one year. Two notices of such action must be sent to the Board member considered for inactivation separated by not less than 3 months time.

Section 3 - Meetings of the Board shall be conducted minimally on an annual basis.   Although face-to-face meetings by the Board Members is considered an optimal method to further mission of the Foundation, it is not required that all or any of the Board Members be physically present at the same location.   Video phone, speaker-telephone or any other electronic means deemed suitable by a majority of the Board Members will constitute full voting status for Board Members not physically present at that meeting and acceptable for the quorum base count. All Board Members, present or absent for the annual meeting shall receive at minimum an electronic transcript or recording of all Board discussions (meeting minutes) and resulting proposed actions within one month after the meeting. Those Board Members who are not attendance at the annual meeting shall have the right to comment in writing on the issues and resulting proposed actions by the Board. These comments must be received by the Chair of the Board or corresponding secretary of the Board within 2 weeks after the issuance and mailing (transmission) of the minutes to the entire Board.   These comments by those not present will become addenda to the minutes.   Approval of the final minutes by the Board shall occur no later than the next annual meeting. Meetings shall announced in writing at least one month in advance by the corresponding secretary of the Board with the advice and consent of the Chair of Board.   Every reasonable effort shall be afforded to Board members to attend meetings with due notice and schedule accommodation. The Chair of the Board or an officer of the Board in consultation with the Chair of the Board shall be able to call, schedule and hold a meeting of the Board. The Foundation will reimburse some or all of reasonable travel fare and accommodations for each Board member as deemed appropriate by the Board in order to facilitate this meeting process. In no case shall the total annual meeting expenses for all members exceed 20 % of the net worth of the Foundation and a maximum of $ 200 per Board Member or Trustee while the net worth of the Foundation is less than $10,000.   If the net worth of the Foundation is in excess of $ 10,000, travel and accommodations reimbursement for direct annual meeting expenses is set at a maximum of $ 400 per Board Member or Trustee based on reimbursement need. Reimbursement for entertainment expenses and excessive dining costs (greater than $ 30 per person meal) for annual meeting is specifically prohibited. If such excess expenses occur, the overage shall be at the Board Member or Trustee personal expense. Funds may be set aside for rental of an appropriate meeting room. In no way shall the reimbursement of these expenses be construed in appearance or in substance to violate or be inconsistent with the Declaration of Trust, applicable City, County, State or Federal law or jeopardize the tax exempt status claimed in behalf of the Foundation and its operations.

     Initially, a checking and/or saving account will be set up in the name of Foundation to hold, collect interest and or disperse funds collected in behalf of the Foundation.   Initial signatures to authorize check and/or savings dispersements shall include the Corresponding Trustee (Barry W. Wessels) and the Chair of the Board upon the Chair’s appointment or election as set forth in Section 4 a.

Section 4 - Board Action shall be approved by majority vote based on a minimum quorum of 3 Board Members.   These actions are to include:

1. Setting forth improved, refined and additional operating procedures for the Foundation. This includes but not limited to the election of officers (at minimum a Chair and Corresponding Secretary of the Board) and refining the specific guidelines for distribution of the Foundation’s assets in a fair and equitable manner in accordance with the Mission Statement. Initially, the Chair of the Board will be the oldest grandchild of Lilli Wessels who is willing to accept the responsibilities as Chair as indicated by a filed Letter of Agreement.   This appointment should occur within six months after the formation of the Foundation as set forth in the Trust Agreement and pending the Foundation receiving its tax exempt status in accordance with Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. This appointment process will be coordinated by the Corresponding Trustee (Barry W. Wessels).   The Corresponding Trustee will send out letters of notice of the formation of the Foundation within 3 months after the date set forth in Trustee agreement.   The first duty of the Chair of the Board will be to hold elections for the Chair and Corresponding Secretary of the Board.   Electronic communication using verified e-mail addresses is a suitable form of balloting until a meeting of the Board can be held as defined in Section 3. This meeting shall occur within one year after the formation of the Foundation.
2.  Selecting recipients amounts and period of Foundation awards or grants in aid according to guidelines set forth in Section 5 of these Instruments.
3.  Directing the day-to-day operation of the Foundations including but not limited to: selection of Foundation employees, consultants, third party service providers and managing real or other tangible or intangible properties owned or operated by the Foundation.
4.  Compilation and specification of an annual operating budget, 5 year financial Performa, the Annual Report and identifying audit instruments to insure the lawful financial conduct of the operation of the Foundation.   The Trustees will assist with these activities as requested by the Board.
5.  Activating inactive Board Member status.
6.  Active communication with Trustees of the Foundation regarding general operation and activity level of the Foundation programs and or sponsored activities.   Annual Report from the Board will be due to the Trustees at the end of every tax year declared by the Foundation in accordance with to Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended.

Section 5 - Recipients of Foundation resources according the Mission Statement and methods for identifying and selecting recipients are outlined below:

A. Relief of the poor, the disturbed, or the underprivileged. For example, but not limited to:

1. Outright gifts to other organizations that comply with Section 501 (c)(3) regulations to accomplish aims outlined in Section 5A.

2. Gifts to individuals or organizations that that promote individual or community mental health.

B. Advancement of education, sciences or the arts. For example, but not limited to:

1. Outright gifts to other organizations that comply with Section 501 (c)(3) regulations to accomplish aims outlined in Section 5B.

2. Sponsor an Educational gift or Scholarship.

3. Sponsor charitable events to promote aims outlined in Section 5B.

C. Lessening of neighborhood tensions. For example, but not limited to:

1. Outright gifts to other organizations that comply with Section 501 (c)(3) regulations to accomplish aims outlined in Section 5C.

2. Support of a community shelter, place of refuge, or counseling services for those undergoing domestic or neighborhood violent or the implied threat thereof.

3. Support of community athletics or club activities whose purpose is to promote the aim outlined in Section 5C.

D. Combating community deterioration and juvenile delinquency. For example, but not limited to:.

1. Outright gifts to other organizations that comply with Section 501 (c)(3) regulations to accomplish aims outlined in Section 5D.

2. Gifts for the improvement or creation of public facilities (e.g. parks, streets, buildings, land owed and maintained by the local, state and Federal government, and private land whose primary use is for the public good and access).

3. Gifts to local, state, national and international help agencies (e.g. child welfare, disaster relief, home reconstruction or repair for the needy).

E. Identifying, selecting and awarding Foundation gift or grant-in-aid recipients for Specific Aims outlined in Sections 5 a-d shall be conducted by at least one of the following methods as funding permits:

1. By majority vote of the Board, awards may be made to individuals or entities who have completed a bonafide selection process for such activities under Section 501 (c) organizations. Identification, selection process of individual awardees will be the responsibility of the Section 501 (c)(3) Organization. For example, if the Foundation Board of Directors wishes to provide assistance to recent hurricane survivors, a gift in kind may be given to the Red Cross disaster relief fund earmarked for that purpose.

2. By a majority vote of the Board of Directors, awards may be made to entities who may not have a Section 501 (c) (3) organization exempt status but who operate collectively for the good of the community (public or private). For example, the guidance counselor’s office at local school wishes to award scholarships to graduating student(s) for academic achievement, promise and/or financial and have an established mechanism for making such awards (e.g. school academic records). In such cases, the Foundation may request that the above guidance counselor office recommend awardees to the Foundation based on demonstrated merit, promise and/or need basis by the applicant to assist him/her to promote the specific aims as outlined in Sections 5 a-d.

If the minimum number of applications is not received in a specified time period, re-announcement in the same or another venue may be performed for one more time for a similar time period. No award will be made if the minimum number of applicants has not been identified within a six month time period from the first public announcement of an award or grant-in-aid.