Bylaws
of
Cause To Wonder, Inc.

Article 1 Offices

The principal office of the corporation is located in Clark County, State of Nevada.

Section 2. Change of Address

The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:

New Address: ____________________ ____________________

Dated: ________, 20__
New Address: ____________________

____________________ Dated: ________, 20__

New Address: ____________________ ____________________

Dated: ________, 20__

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article 2 Nonprofit Purposes

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Section 1. IRC Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall be:

(1) to encourage cross-cultural outreach and improve cultural awareness education, cultural consideration, social justice and nondiscrimination.

(2) to create a performers' conservatory comprised of performers and producers and volunteers interested in reducing human suffering and improving social welfare.

(3) to produce creative and collaborative cross-cultural public performances and events that facilitate the exchange of ideas, dialogue and education, especially relating to the reduction of human suffering in developing countries.

(4) to establish and maintain an entertainment venue open to the general public where ideas, opinions, writings, plays and performances relating to methods of social welfare and reducing human suffering may be expressed and shared with others.

(5) to collaborate with other organizations and corporations interested in using cross- cultural entertainment encounters to improve social justice and social welfare.

(6) to engage in other activities related to educating entertainers to entertain the general public in developing countries, presenting themes concerning social justice and the reduction of human suffering.

Article 3 Directors

Section 1. Number

The corporation shall have at least one and not more than five directors and collectively they shall be known as the board of directors.

Section 2. Qualifications

Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:

One board position shall be filled by the President. One board position shall be filled by the Secretary, and one board position shall be filled by the Treasurer. The President shall identify persons with appropriate qualifications for Board membership.

Section 3. Powers

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Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

Section 4. Duties

It shall a.

b.

c.

d. e.

be the duty of the directors to:

Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;

Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;

Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;

Meet at such times and places as required by these bylaws;

Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 5. Term of Office

Each director shall hold office for a period of three years and until his or her successor is elected and qualifies.

Section 6. Compensation

Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.

Section 7. Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place including by videoconference or teleconference as may be designated from time to time by resolution of the board of directors.

Section 8. Regular Meetings

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Regular meetings of directors shall be held quarterly on the first Monday of January, April, July, and October at 12:00 P.M. PST, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.

If this corporation makes no provision for members, then, at the regular meeting of directors held on the first Monday of January, April, July, and October, directors shall be elected by the board of directors. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.

Section 9. Special Meetings

Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

Section 10. Notice of Meetings

Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

  1. Regular Meetings. No notice need be given of any regular meeting of the board of directors.

  2. Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.

  3. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 11. Quorum for Meetings

A quorum shall consist of two of the members of the board of directors.

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Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

Section 12. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13. Conduct of Meetings

Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.

Section 14. Vacancies

Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office.

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Section 15. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 16. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 17. Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

Article 4 Officers

The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The corporation may also have a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors.

Section 2. Qualifications

Any person may serve as officer of this corporation.

Section 3. Election and Term of Office

Officers shall be elected by the board of directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 4. Removal and Resignation

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Section 1. Designation of Officers

Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of President

The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.

Section 7. Duties of Vice President

In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.

Section 8. Duties of Secretary

The secretary shall:

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Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. "Contemporaneously" in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (1) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) sixty (60) days after the date of the meeting or written consent.

See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.

Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 9. Duties of Treasurer

The treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.

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Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 10. Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.

Article 5 Committees

Section 1. Executive Committee

The board of directors may, by a majority vote of its members, designate an Executive Committee consisting of the President and one board member and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below two (2) the number of the members of the executive committee, and fill vacancies on the Executive Committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2. Other Committees

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The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Section 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Article 6
Execution of Instruments, Deposits, and Funds

Section 1. Execution of Instruments

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 4. Gifts

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The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Article 7
Corporate Records, Reports, and Seal

Section 1. Maintenance of Corporate Records

The corporation shall keep at its principal office:

  1. Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

  3. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

  4. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

Section 2. Corporate Seal

The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

Section 4. Members' Inspection Rights

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

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  1. To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

  2. To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the secretary of the corporation, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled.

  3. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.

Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

Section 5. Right to Copy and Make Extracts

Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 6. Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

Article 8
IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

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Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution or disincorporation of Cause To Wonder, Inc., its assets remaining after payment, or provision for payment, of all its debts and liabilities, shall be granted to The Academy of Magical Arts, Inc., a nonprofit corporation which is organized and operated for the purpose of advancing the art of magic and which has established its tax- exempt status under Section 501(c)(3) of the Internal Revenue Code. At the time of dissolution or disincorporation, should The Academy of Magical Arts, Inc. fail to exist, fail to qualify as exempt within the meaning of 501(c)(3), or be unwilling or unable to accept the assets, then Cause To Wonder’s assets shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and whose status is established as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 4. Private Foundation Requirements and Restrictions

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article 9
Conflict of Interest and Compensation Approval Policies

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Section 1. Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

  1. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

  2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

    1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;

    2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or

    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

    Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

    A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Conflict of Interest Avoidance Procedures

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting

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while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation Approval Policies

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A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

  1. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;

  2. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

    1. is not the person who is the subject of the compensation arrangement, or a family member of such person;

    2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;

    3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;

    4. has no material financial interest affected by the compensation arrangement; and

    5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.

  3. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

EIN: 27 2888889 Bylaws - Cause To Wonder, Inc. Page 16 Some material © 2009 Anthony Mancuso (nolo.com)

  1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources;

  2. the availability of similar services in the geographic area of this organization;

  3. current compensation surveys compiled by independent firms;

  4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement;

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

1. 2.

3. 4.

5.

6.

the terms of the compensation arrangement and the date it was approved;

the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;

the comparability data obtained and relied upon and how the data was obtained;

If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;

If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;

any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the

EIN: 27 2888889
Some material © 2009 Anthony Mancuso (nolo.com)

Bylaws - Cause To Wonder, Inc. Page 17

compensation arrangement and a taking of the votes to approve the arrangement);

7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

Section 6. Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. has received a copy of the conflicts of interest policy;

  2. has read and understands the policy;

  3. has agreed to comply with the policy; and

  4. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.

  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Article 10 Amendment of Bylaws

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Section 1. Amendment

Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.

Article 11 Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

EIN: 27 2888889 Bylaws - Cause To Wonder, Inc. Page 19 Some material © 2009 Anthony Mancuso (nolo.com)

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of nineteen preceding pages, as the bylaws of this corporation.

Dated: __________
________________________________________ Date: ________________ _________________________________________ Date: ________________ _________________________________________ Date: ________________ _________________________________________ Date: ________________

EIN: 27 2888889 Bylaws - Cause To Wonder, Inc. Page 20 Some material © 2009 Anthony Mancuso (nolo.com)

STATE OF NEVADA

ROSS MILLER

Secretary of State

SCOTT W. ANDERSON

Deputy Secretary
for Commercial Recordings

LISA MENNA
3010 ROYAL CIRCLE KINGWOOD, TX 77339

Special Handling Instructions:

NF 1FSC E-MAIL 8/17 GR

Charges

Payments

OFFICE OF THE SECRETARY OF STATE

Commercial Recordings Division

202 N. Carson Street Carson City, NV 89701-4069 Telephone (775) 684-5708 Fax (775) 684-7138

Job:C20100812-0398

August 17, 2010

Description

Document Number

Filing Date/Time

Qty

Price

Amount

Articles of Incorporation

20100613842-07

8/11/2010 7:44:41 AM

1

$50.00

$50.00

Total

$50.00

Type

Description

Amount

Credit

05896C|10081752370436

$50.00

Total

$50.00

LISA MENNA
3010 ROYAL CIRCLE KINGWOOD, TX 77339

Credit Balance: $0.00

Job Contents:

File Stamped Copy(s): 1 Corp Charter(s): 1 ILO-ALO Nonprofit(s): 1

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that CAUSE TO WONDER, INC., did on August 11, 2010, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on August 17, 2010.

ROSS MILLER Secretary of State

Certified By: G Ramos
Certificate Number: C20100812-0398 You may verify this certificate
online at http://www.nvsos.gov/

ROSS MILLER

Secretary of State

SCOTT W. ANDERSON

Deputy Secretary
for Commercial Recordings

Commercial Recordings Division

202 N. Carson Street Carson City, NV 89701-4069 Telephone (775) 684-5708 Fax (775) 684-7138

Job:C20100821-0333

August 21, 2010

MARY VARGO
CAUSE TO WONDER, INC
6330 SOUTH PECOS RD STE 100 LAS VEGAS, NV 89120-6215

Special Handling Instructions: Charges

Payments

STATE OF NEVADA

OFFICE OF THE SECRETARY OF STATE

Description

Document Number

Filing Date/Time

Qty

Price

Amount

Initial List

20100626313-74

8/21/2010 2:40:58 PM

1

$25.00

$25.00

Total

$25.00

Type

Description

Amount

Credit

02111B|10082152897583

$25.00

Total

$25.00

MARY VARGO
CAUSE TO WONDER, INC
6330 SOUTH PECOS RD STE 100 LAS VEGAS, NV 89120-6215

Credit Balance: $0.00

Job Contents:

File Stamped Copy(s): 1

********** board meetings

CAUSE TO WONDER, INC.
ANNUAL MEETING OF BOARD OF DIRECTORS
November 13, 2013
10:00am PST
1010 1/2 larrabee, los angeles, ca

Regular annual board meeting

PRESENT: Lisa menna, mary vargo (by phone), tambra swan (treasurer)

NOT PRESENT: erika larsen (was on call for first 10 mins)

1. Call to Order

  • Lisa Menna – call to order

  • Verified that a quorum is present (defined as at least one other board member at least one of whom is the President)


2. Notice of the meeting has been properly given

  • Secretary Mary Vargo verified that advance notice of the meeting was properly given by e-mail and by phone.

  • Verified that all members received a copy of the 2012 annual board meeting minutes.

3. Present a copy of the minutes from previous meeting

  • All present confirmed that they had reviewed the minutes prior to the meeting and we did not need to review them together.

4. Legal report: Amendments to Bylaws


On January 21, 2013, Lisa Menna and Mary Vargo spoke with counsel (Arthur Rieman of The Law Firm for Nonprofits) and were informed that the following motions were inappropriate and unlawful, thus we wished to rescind the following prior motions. Mary read each motion and the board decided on each of their amendments.


  1. Motion: The President of Cause to Wonder will serve a 25-year first term which will be renewable for a second term at the President’s discretion. The President may not be voted out for any reason, and if at any time this becomes untenable, the organization will cease to exist and the President will choose the qualified charity to which the assets will be donated.


  1. Motion: The President has veto power over all decisions made by the board of directors and by any group within the organization, including any and all future employees and volunteers. This includes who can join the operation and how they operate. Furthermore, the President will determine which future projects will be taken on, who they will involve, and how they will be administered and presented.


  1. Motion: The members of the board of directors will serve as long as they choose. Upon their resignation, the president will determine their replacements or if the position will be terminated. Tambra Swann moved and Lisa Menna seconded.

Motion passed. Tambra Swann nominated Lisa Menna for President and she was elected unanimously for her first 25-year term. Lisa Menna accepted the nomination and appointment.


The board agreed unanimously to rescind the prior motions.


Tambra Swan read each of the following proposed changes to the Bylaws. After each proposal, Lisa Menna motioned to pass the motion. The board unanimously agreed to pass each motion.


A. Page 3, Article 3, Section 5. Term of Office for Directors. We propose the following addition: "Lisa Menna shall be a board member for life or until she resigns or no longer has the capacity to serve. Each other director shall hold office for a period of three years and until his or her successor is elected and qualifies." 


B. Page 3, Article 3, Section 8. Regular meetings. Currently: Regular meetings of directors shall be held annually on the best day available for as many directors as possible, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.


C. Page 4, Article 3, Section 11. Quorum for Meetings. Current wording "A quorum shall consist of two of the members of boards of directors." New wording: "A quorum shall consist of two members of the board of directors, one of whom is the President."


D. Page 5, Article 3, Section 13. Conduct of Meetings. Current wording: "Meetings shall be governed by Robert’s Rules of Order."  Proposed new wording: Meetings shall be governed using rules of procedure deemed suitable by the board of directors. When a suitable set of rules is found, we will amend again.


E. Page 11, Article 7, Section 2. Corporate Seal. Move to remove this section.


F. We decided to add the following verbiage to the Executive Committee Section: "The president has the authority to take such action and make decisions on behalf of the organization as she deems necessary, in the best interest of the organization and to support its objectives and tax-exempt purposes."


Tambra Swan read the following proposed change to the Articles of Incorporation. After the proposal, Lisa Menna motioned to pass the motion. The board unanimously agreed to pass.


Change to the Dissolution Provision. "Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to The Academy of Magical Arts, Inc." This shall change to "a tax-exempt 501(c)(3) chosen by the Cause to Wonder board of directors." Or see if anyone has another way they would like to word it.


Mary Vargo will notify the IRS and Nevada Secretary of State's audit department of the changes.


Lisa Menna noted that the Board ended its relationship with The Law Firm for Nonprofits and needs to seek new legal counsel.

 

5. TREASURER’s REPORT

  • Tambra Swan read each of the donors and donation amounts that have come in since March 2, 2013.

  • Mary Vargo confirmed that each of the donors has received a receipt of contribution by email.

  • Lisa Menna is going to do more research into funding Cause to Wonder in the way of a loan that would get paid back from the renewable unified trust that has been provided by John Menna.

  • Tambra Swan is going to look into the possibility of using Square to take donations. There is concern about the percentage of each donation that Square takes.

  • Lisa Menna stated that in 2013, professional service payments were made to:

    • Mary Vargo

    • Arthur Rieman, lawyer

    • Terran Orletsky and Robyn Huth (website)

6. PRESIDENT’S REPORT


  • Hope for Limpopo fundraiser

    • Lisa Menna reported that the Hope for Limpopo fundraiser in St. John brought in over $12,000.

    • Lisa is not sure if she will be present for next year’s Hope for Limpopo fundraiser, but Chad Long has volunteered. A date has not yet been chosen.


  • Ethiopia Documentary update

    • Simon missed his deadline for production

    • He finished the 90-second introduction clip which explains CTW and is now on the front of CTW’s website.

    • CTW is now looking for someone else to complete the documentary

    • Simon applied for a $175,000 grant but was denied.


  • Website

    • New website is up and donations are coming in via PayPal

    • Need Meta Tags and updates to Facebook page

    • Should we have a Wikipedia page?

    • Mary Vargo will update on Google Ads in Secretary’s report

    • Pro-bono consulting: Lisa implemented some of the easy changes suggested by Yoni Binstock (formerly of Ashoka)

      • Mary will send him a recommendation on LinkedIn


  • Lisa Menna proposed that we add Ralph Perkins to the Board of Directors and nominate him for the Thunder Award

    • Ralph is interested in a U.S.-based CTW outreach event related to Lesbian-Gay-Bisexual-Transgender (LGBT) tolerance. This would be in the form of a viral video featuring a rat study that can be applied to human sexuality.

    • A motion was made by Lisa to nominate Ralph Perkins. Motion was granted and there was unanimous approval to add him to the Board.


  • Thunder Award

    • Lisa Menna announced nominations for the Thunder Award. The board agreed unanimously to award it to Ralph Perkins for his support of the gang violence program, future support for LGBT tolerance, and his fine pancakes at last year’s awards ceremony


  • CTW had hoped to go to Mozambique in November of this year, but the trip has been postponed until April.

    • CTW will be working with the Manda Wilderness Community Trust, likely presenting its “helping women brings good luck” message.

    • Lisa Menna has been in touch with Ambassador Griffiths and Lily Bunker

  

  • Program follow-up is needed for impact measurement

    • CTW needs to do a video follow-up in St. Thomas to see what kind of impact “What have you got to lose?” has had three years later. It was suggested that an ad be placed in the St. Thomas newspapers and/or on Craigslist.

    • Ethiopia. This could be an easy place to determine impact over time. The place to do this would be to go to Awassa, which is near a resort area.


  • Media coverage update

    • CTW has an upcoming article in Comment Magazine

    • There will be an article in New Moon, a magazine for girls aged 11-13. The article will feature Lisa and CTW and will come out in November 2013.

    • MUM, International Brotherhood of Magicians, will have an article come out around Christmas.


  • Partnerships

    • Need to align CTW with Magic Castle and work on creating other partnerships

    • Lisa had an idea to place ads in playbills in LA and NYC.


7. Secretary’s report


  • Mary Vargo: Confirmed overview of donations to date

  • Confirmed that she will give positive feedback to Yoni Binstock on his suggestions for minor changes to the CTW website (provided on April 9, 2013)

  • On July 25, 2013, Mary’s application for renewal of Google Grants was approved. This includes Google Apps for Nonprofits, Google Ad Grants (free adwords), YouTube Nonprofit Program (allows for an embedded “Donate” button on videos), and free Google Earth Pro account (lets nonprofits visualize their and tell stories through Google's mapping technologies)

  • Google Ads Update

    • Google Ads increased its Maximum Pay Per Click (was limited to $1 before)

    • All time: Click-through rate: 2.18%

    • Impressions: 2.64 million

    • Clicks: Over 57,000

    • Cost: $69,451

    • Best performer: Ethiopia (e.g. "about ethiopia" $1.52, "ethiopia women" $1.66)

  • CTW needs to update its AdWords. No donations thus far have come through click-throughs from ads. The board is going to brainstorm how to change these to reach target audience.


8. Ratification and approval of documents


  • Mary Vargo will send minutes and updated Bylaws and Articles of Incorporation to the Board and will need to get approval from all Board members.


9. motion to adjourn meeting

  • Lisa Menna asked if there was further business. It was determined that there was no further business and movement was made to adjourn the meeting.

10. Addendum


  • Lisa Menna commented that Mary Vargo’s meeting with Monterey Institute of International Studies professor Kent Glenzer was helpful. His comment about “theater for social change” has been useful for Lisa Menna in being able to describe what Cause to Wonder does.

  • 2015

2015

Cause to Wonder, Inc.

2014 Board of Directors Meeting

December 30, 2014

Time: 12:45PM

Meeting Minutes

Minutes of the Regular Meeting of the Board of Directors of

Cause to Wonder, Inc.

Held December 30, 2014

At St. John, USVI

The following directors were present/absent (* indicates absence)

[List all directors. Place * after the names of those not present]

The following members of management were present: Lisa Menna, Mary Vargo, Tambra Swan*,

Erika Larsen*, Ralph Perkins*

Call to Order and Introductions

Lisa Menna, President called the meeting to order at 12:45PM

It was confirmed that there is a quorum, thus the meeting will proceed.

Review of 2014 Donations

 Cause to Wonder received $2,220 donated via PayPal in 2014
o AnneMorin:$20–unknowndonor(first)
o Franklin Ibemessie: $100 – an African man that Lisa met in the airport in Africa,

who donated because he thinks it is exciting.
o Jules Fisher: $500 – Mary Vargo will make sure that he gets a receipt. Broadway

lighting designer with 10 Tonys. Support for theater for social change.
o Linda McCourt: $500
o Robert Cassidy: $100
o Joseph Hanosek: $300 in recurring donations, plus $300 in March, $100 in

September and $300 in December (Total $1,000) – Needs receipt, Mary will e-

mail him.

  •   Donation of 190,000 frequent flyer miles from John Menna was used for the

    Mozambique trip.

  •   Jacque Menna donated $5,600.

    Review of Payments Made

 Services rendered (PayPal payments) - $230 to Mary Vargo; $50 to The Limitless

Generation (Lindsey)

 Government fees - Filed annual list of Directors, changes to Amendments/Bylaws, and

trademark CTW -

 Additional expenses:

$351.50

o

$10,316 on Mozambique trip.

 Lisa brought receipts from Mozambique and Mary Vargo will scan and organize them.

 Lisa paid out of pocket for all Mozambique expenses, which are considered a loan to

CTW .

 Anticipating needs to change from loan to finding a credit card.

o

Mary Vargo will research credit cards suitable for non-profits.

 Lisa would like to set it up so that she can loan money to CTW and be paid through the

organization. She will find the paperwork needed (was e-mailed to her).

o

We will need a lawyer’s assistance for the paperwork. Can we find pro bono non-

profit lawyer?

Fundraising

 Lisa will approach the group Live Marketing out of Chicago. They do corporate events

and trade shows and might be able to donate.

 Lisa performed at the Gathering 4 Gardner conference, which resulted in the creation of a

short video. The video is on the CTW website, and its purpose is to publicize Lisa as a

corporate speaker. CTW will take donations for Lisa’s speeches.

 Can we find an organization that can sponsor us?

 Congratulations to Jacque Menna for directly referring three individuals who made

donations.

 Lisa made a list of high net worth people she knows who she plans to approach this year.

o

o

We need to structure our approach and communications plan. It will likely consist

of multiple e-mails customized to each individual. We will come up with one and

implement it during the next year.

 Google AdWords Results from 2014

In 2014: 46,000 clicks and 3.2 million impressions. Click-through rate was

o

1.44%.

o

Did not result in any donations.

vs. 2013: 55,688 clicks and 2.6 million impressions. Click-through rate was

2.12%

o

Need to change our Google ads and, instead of focusing on Ethiopia, feature Lisa

as a motivational speaker. We can base it on the quote used in Scientific America

about using curiosity as a precursor to creativity and discovery. Our target

audience will be event planners, and the ands will link directly to the motivational

speaker page of the CTW website. We need to come up with some key phrases,

such as “trade show in the jungle.”

 We should try to increase spontaneous donations by using Squarespace machines for

smartphones. Lisa has one, and believes that Mary Vargo, Ralph Perkins and maybe

Jacque Menna should each have one.

Trademark Status

 Mary Vargo worked with the California Western School of Law, specifically law student

Bryan Martinez, to file for a trademark for the Cause to Wonder name and logo.

 The serial number for the application is 86469026, and the status can be searched at

http://tsdr.uspto.gov/.

 The trademark was filed on December 2nd. The last status update on December 9th reads:

New application will be assigned to an examining attorney approximately 3 months after

filing date.”

Mary Vargo

nd. will follow up around March 2

 Lisa Menna suggested that we nominate Bryan Martinez for the Thunder Award, and

Mary Vargo agreed.

Ethiopia Wonder Tour and Film Follow-Up

 Simon Clentworth was a videographer that accompanied CTW on the Ethiopia Wonder

Tour. He has laid claim to the footage, BUT CTW only agreed to compensate him for his

funds. If Simon wants to create a film, that is up to him, but Lisa Menna can no longer

work with him. He proposed to make a documentary film and had a time limit of 2 years.

He did not meet this goal and still has not created a finished product. His proprietary

claims do not exist. CTW has documentation that he was a volunteer (in form of a letter).

This proof that he is a volunteer was required to obtain a visa to Ethiopia.

 Lisa Menna took Simon Clentworth’s footage to Nancy Rosenberg (10 Emmys). Her

advice was to return to Ethiopia and determine if the Wonder Tour was effective. Lisa is

considering a Kickstarter campaign to finance a return trip.

 Lisa went through her paperwork from Ethiopia and we reviewed some of the items (for

instance, we were unable to obtain a copy of the video footage that was televised in

Hawassa. Ideas about future villages to visit.)

Mozambique Wonder Tour Report

 Ambassador Doug Griffiths assisted the CTW group on the ground in Ethiopia. Leti set

up the events at the 5 villages (of 26) that were visited.

 Questions that were asked to gather baseline data include: 1. Did they think the lake was

clean? and 2. Were people taking care of the lake? Only about 1 percent believed the lake

was dirty and/or not being taken care of.

o Cause to Wonder posted a sign that stayed up for weeks.

o CTW also used an African musician to help write the jingle. The music had an

African beat and sound.

 It was suggested that we plan a return trip to Mozambique for 4 to 6 weeks to conduct a

follow-up study with film. An impact report with metrics needs to be written as a follow

up.

o Unfortunately, Leti is not there now, but Richard (the translator) is.

o Doug Griffiths is ambassador there for another year. Lisa Menna suggested that

we approach his children’s school and send out an entourage.

 Lisa presented Mary with a drawing from a boy in Mozambique, and the CTW Tour

itinerary from the Manda Wilderness Community Trust.

 Lisa will contact Leti. Thunder and Lightning Awards

Guy Benjamin School Career Event with Captain Tambra Swan of America West

Salary for Lisa

 It was proposed that CTW nominate Leti and Richard of Mozambique and Bryan

Martinez of the California Western School of Law.

 The Board of Directors will vote at a future meeting.

 We want to thank Board Member Tambra Swan for volunteering at this event for

elementary school children in Coral Bay, St. John.

 Starting in 2015, Lisa should be paid for her contribution. Since Cause to Wonder’s

inception, her volunteer time has totaled 10 hours per week, or 500 hours per year.

o Mary Vargo moves that the organization compensate the President, Lisa Menna,

$40,000 annually beginning in 2015.

o Lisa Menna seconds the motion.

o Motion passed.

 As a next step, we need to create an arms-length loan set up through CTW. It was

reiterated that we will need to seek legal advice.

Acquisition of training space

 Lisa Menna staed that the Mennas’ property at Hansen Bay, St. John, has been used for

several events, planning, and the CTW award ceremony. Continued use is a possibility,

but there is also a chance that it may not be available in the future

 Lisa Menna stated that another possibility is to do a “Wonder Fest” in Nelson, BC. We

could work with the Impatience Cultural Development Association to presenting

“curiosity as a way of opening minds.” The headquarters would be The Roxanne House

in Nelson, BC. Lisa Menna has a valid work permit for Canada, and we will look into

hosting an event there. The house has a stage and seating, and Lisa has used it for past

events.

Special Mention

Lisa read a quote from Congressman Jared Huffman from Northern California. He said of Lisa

Menna, that she is: “Uniquely applying your skills as a world class magician to help people who

are truly in need.” We could use this for the website or other marketing.

Review of Other Past Wonder Tours

 What Have you Got to Lose – Gang Prevention/Awareness

o Recently, a young man working as a porter at the St. Thomas airport

approached Lisa Menna and said he recognized her as the magician from a

show at his school. He told her he was one of the boys in a small group Eddy

talked to after the presentations. He asked Lisa how Eddie was doing and

showed her a picture of his baby girl.

o We should have a follow-up of the event through the schools in St. Thomas.

 Hope for Limpopo events

o We will not do an event this year. We have done three, and this has been

enough

Other Items

Review of Allocation of Time for Activities Related to CTW’s Exempt Purposes The chart below provides an update on the items described in CTW’s charter.

2011

2012

2013

2014

Assembling an International Entertainers’ Conservatory

 An article in Linking Ring magazine was sent to 12,500 magicians worldwide, soliciting interest and volunteers. Five people responded directly, none of whom have the skills to successfully complete a Wonder Tour. We have used Johnny Fox and Steve Silverman and Lisa Menna as performers at the Hope for Limpopo events. Additionally, we used Eddie Hawkins for the gang violence event, and Richard of the Mozambique Manda Wilderness Trust emceed and translated the performances in all five Lake Niassa villages.

10%

10%

10%

10%

Research and Corporate Relationship Building

  •   At the Gathering 4 Gardner, Lisa was a speaker. She generated 20 contacts, including Tim Cartier, John Miller, James Propp, Victoria Skye, Vicky Kern, Vie Hart, Gary Antonik (NY Times puzzle writer), Neil Calkin, Melissa Roux, Mulalik Pradeep (invited her to speak at Yale)

  •   Submitted to the TED Talks and had positive feedback.

  •   New page on website with speaker information

15%

15%

15%

10%

Website Development and Maintenance

  •   Added speaker page and Mozambique pages

  •   Will continue to manage site and find ways to gain traffic

  •   Facebook page was created to keep supporters in touch

10%

10%

10%

10%

during Mozambique trip.
 Do Facebook ads for non-profits exist?

Outreach Performances

  •   Wonder Tour Mozambique

  •   Hope for Limpopo

  •   Captain Tambra Swan at Guy Benjamin School

30%

30%

30%

30%

Establishing an Entertainment Venue

  •   A permanent location is not conducive to effective dissemination of information

  •   Possibility of Hansen Bay property or Nelson, BC Wonder Fest, as described previously.

5%

5%

5%

20%

Fundraising and Grant Writing

  •   Have a promised charitable trust of $1M.

  •   Google AdWords value of $70k for 2014, $151k all time

25%

25%

25%

15%

Developing a Replicable Operational Model

 We have researched and implemented classic theater for social change methods, and enhanced Wonder Tours by adding signage and slogans that are culturally-specific.

5%

5%

5%

5%

Total

100%

100%

100%

100%

Board of Directors Resignations

 The 3-year term for Erika Larsen, Tambra Swan and Mary Vargo has passed.

 We have received resignation letters from all three.

Lisa Menna moves that these three positions remain vacant until a qualified volunteer

becomes available.

Mary Vargo seconds the motion.

Motion passed.

Other items

 Lisa wants to do a show featuring homosexuality. The Cause To Wonder team is

presently working on a short animated video project, based on the 1964 scientific

experiment with rat population that proves that homosexuality in a species goes from

approximately 5% to 40% when overpopulation occurs. Made without language, this

video is aimed to be accessible to all nations, so that wonder, tolerance and understanding

can be built where there once was simply no cultural context for understanding,

supporting or even appreciating homosexuality.

o In the website, under “Current”, Lisa wants to do a short animated video.

 Other idea is to go to India. Mary can ask Lydia Dean of Go Philanthropic for ideas.

 Should we include our meeting minutes on the website? Transparency is important.

 We should get listed on GuideStar.

 We will move the address of Cause to Wonder from Kingwood, Texas to Mary Vargo’s

address in St. John.

 Next step for Mary Vargo is to create an official metrics and impact report.

o Richard (translator could go with us)

o Went through Maputo to get there, but best way is through Malawi

o Ambassador

3:00PM: Lisa makes motion to adjourn the meeting and meeting is adjourned.

Mary Vargo

Secretary

 


Cause to Wonder, Inc.

Board of Directors Meeting


Date: Tuesday, January 13, 2015

Time: 5:00PM AST

Location: Lisa Menna Home, East End, St. John, VI


Attendees: Lisa Menna (Facilitator), Ralph Perkins, Mary Vargo (Notetaker)


Minutes


  1. Menna called meeting to order at 5:12PM. Confirmed that a quorum is reached.


  1. Approval of November 13th, 2013 meeting minutes – summary of legal changes from Articles of Incorporation, donors, Google Ads update


  1. Summary of December 30, 2014 meeting minutes.


    1. Menna motions to approve minutes

    2. Perkins seconds motion

    3. Motion passes


II. New Business


  1. Board member resignation confirmations – Mary Vargo, Erika Larson, and Tambra Swan have now resigned.


Perkins nominates Derrick Stevens to be on the Board of Directors

Menna seconds the motion

Motion is approved


  1. Hiring Mary as a Financial and Development Director for $25/hour


CTW needs help with filings, calendar, basic bookkeeping and inputting financial data (corporate records, accounting and bookkeeping records, bank records, tax records)


Menna moves to hire Mary

Stevens seconds the motion

Motion is approved


  1. Confirmation of Loan of Funds


Menna confirms that she has the funds to loan. Needs $46,000 for Menna’s salary and Vargo’s salary.


Included in the amount of the loan will be the amount that Menna loaned for the Ethiopia and Mozambique Wonder Tours


  1. Kickstarter (or similar) campaign for Mozambique follow-up trip


Getting quantitative and qualitative data.


Menna proposes that Matt Crafts do the metrics report. Vargo said that he is too busy.


Vargo will be involved in the capacity of helping to seek someone for raising money for the Mozambique trip. Stevens expressed interest in taking the trip.



  1. Other Business

Next Wonder Tour Locations

Because of the Ebola virus, Menna wants to focus on India or South America for a few years. Lisa gets Facebook invitations from people in India often. Lisa has not found any leads in India.


Homosexuality & Anti-Homophobia

Animated short, less than 30 seconds, that explains the experiment scientifically without words. Overpopulation. Veers from live performance, but still aligns with our mission.


Follow up on Mozambique


Federation Internationale Societe Magique – July. Menna is going to present. Will be good publicity.


Decided not to do Hope for Limpopo this year. 


Menna presents Perkins with the Lightning Award from 2013.

Possibility of a Wonder Fest in Nelson, BC. Stevens and Menna will spearhead the event.


Perkins motions for meeting to adjourn

Menna seconds the motion.

Motion passes, meeting adjourned at 5:58PM.

2016BOD meeting CTW 2016 agenda

 


Cause to Wonder, Inc.

Board of Directors Meeting

 

Date:

Time: 

Location: Nelson Bc Lisa Menna , Derrick Stevens, Ralph Perkins via skype


Attendees: Lisa Menna (Facilitator), Derrick Stevens, Ralph Perkins via skype



Minutes


  1. Menna called meeting to order at Confirm that a quorum is reached.


  1. Approval of 2015 meeting minutes

 


Cause to Wonder, Inc.

Board of Directors Meeting


Date: Tuesday, January 13, 2015

Time: 5:00PM AST

Location: Lisa Menna Home, East End, St. John, VI


Attendees: Lisa Menna (Facilitator), Ralph Perkins, Mary Vargo (Notetaker)


Minutes


  1. Menna called meeting to order at 5:12PM. Confirmed that a quorum is reached.


  1. Approval of November 13th, 2013 meeting minutes – summary of legal changes from Articles of Incorporation, donors, Google Ads update


  1. Summary of December 30, 2014 meeting minutes.


    1. Menna motions to approve minutes

    2. Perkins seconds motion

    3. Motion passes


II. New Business


  1. Board member resignation confirmations – Mary Vargo, Erika Larson, and Tambra Swan have now resigned.


Perkins nominates Derrick Stevens to be on the Board of Directors

Menna seconds the motion

Motion is approved


  1. Hiring Mary as a Financial and Development Director for $25/hour


CTW needs help with filings, calendar, basic bookkeeping and inputting financial data (corporate records, accounting and bookkeeping records, bank records, tax records)


Menna moves to hire Mary

Stevens seconds the motion

Motion is approved


  1. Confirmation of Loan of Funds


Menna confirms that she has the funds to loan. Needs $46,000 for Menna’s salary and Vargo’s salary.


Included in the amount of the loan will be the amount that Menna loaned for the Ethiopia and Mozambique Wonder Tours


  1. Kickstarter (or similar) campaign for Mozambique follow-up trip


Getting quantitative and qualitative data.


Menna proposes that Matt Crafts do the metrics report. Vargo said that he is too busy.


Vargo will be involved in the capacity of helping to seek someone for raising money for the Mozambique trip. Stevens expressed interest in taking the trip.



  1. Other Business

Next Wonder Tour Locations

Because of the Ebola virus, Menna wants to focus on India or South America for a few years. Lisa gets Facebook invitations from people in India often. Lisa has not found any leads in India.


Homosexuality & Anti-Homophobia

Animated short, less than 30 seconds, that explains the experiment scientifically without words. Overpopulation. Veers from live performance, but still aligns with our mission.


Follow up on Mozambique


Federation Internationale Societe Magique – July. Menna is going to present. Will be good publicity.


Decided not to do Hope for Limpopo this year. 


Menna presents Perkins with the Lightning Award from 2013.

Possibility of a Wonder Fest in Nelson, BC. Stevens and Menna will spearhead the event.


Perkins motions for meeting to adjourn

Menna seconds the motion.

Motion passes, meeting adjourned at 5:58PM.

  1. – summary

  2. Summary of December 30, 20 meeting minutes.


    1. motions to approve minutes

    2. seconds motion

    3. Motion passes


old business


  1. trademark - Eric D. Morton, Attorney – (760) 722-6582 – emorton@cwsl.edu

Supervising Attorney, California Western Trademark Clinic nominate Eric for thunder award  

  

  

  

  

  



  1. Loan of Funds chose to differ instead of borrow

2015 and 2016  Lisa Menna Salary differed at no interest.

  1. expenses

  2. debts 2011- 16 for expenses total

  3. the bank account 20 keep incase

     E.behavioral sink - postponed but white board ideas.

     F Mozambique follow up. SKoll

     G.livemarketing  did not responds list of wealthy

      H gardner for gathering - internet video post with mistake 3 times asks to change no response.


       I. Simon/ harassment record

criminal  level harassment

wikipedia site hacked

face book posts

youtube channel cancel for 2 months

harassing publications

pretending to need money for HIV then retracting his claim to be sick

got a lawer madeoffer


regarding lawyer -   you tube  takedown not done  asked 6 0r 7 times.   when simon went wonky carly asked if I had evidence.   i had sent only 1 prpagraph and 2 pieces of eveidence  in our introduction emial.  she clearly did not read it or  understand any part of the case.   the y “forgot to send the settlement for a month”  miscommunication they said .   Howard and simon rejected it an



.

new business


Skoll foundation - 

Wonder Fest in Nelson, BC.  nafta visa granted-

Queen Latifa 

Americas got talent 

Federation Internationale Societe Magique –

kickstarter bbc film

Ted

Lightning Award from 2015 -  fish trap

fishtrap fundraiser

dislexia - idea Lois wienberg

gift hill

time line

health insurance

.bod insurance

pay pal fees -

mary role,

compliant officer registration

nonprofit admin

fundraising:

 expanded to  yacht week antigua.


no speaker gigs ; jean pau sas Ted killed the market.

world peace and justice standing ovation $800 to film . not yet edited.

Masks in bronze,  4820$ casting and la expenses.

ad words a  bust 

 speakers pay more than minimum to be on top page need new keywords.

speaker page and website need APP update

Square does not work in the VI. 

thunder award goes to eric the trademeakd guy a fishtrap.

list people incoservancy



sprauve-  terry and darwin

article


private clubs - magic castle rejected

towels


brighton- contacted with interest- don't make luggage anymore.


German article

wolrd peace conference


dominican republic?


guide star - did we get listed.


Move cause to wonder address


state masonic temple   10 contacts o no go roof issues


. Board member resignation due to time out at end ralph.


Perkins nominates Ali Shelly to be on the Board of Directors

Menna seconds the motion

Motion is approved

2017-2018

minutes from 2017/ 2018 BID Meeting Cause To Wonder. November 5th, 9pm est Newark New Jersey 2018

Attendees: Lisa Menna . President, Ali Shelley treasurer, and Via T video conferencing ,Derrick Stevens member of the board.

Menna called the meeting to order. Confirmed quorum was reached.

2017 meeting postponed . 2017 Board of Directors
Move that be meeting postponed due to hurricane and flood. Menna motioned Ali second motion passes .

2016 minutes approved
summary:
CtW received a trademark. on July 19, 2016. Lack of available funding resulted in lisa menna differing her salary. Loan agreement for expenses and deferred salary in formal paper at future board meeting acknowledged. Measures and impact research project Will be done by k Liakos. Received first significant donation of $5000, plus $4670 in tickets to 2 months of local shows.

Minutes 2016 approved. SHelley moved Stevens seconded. Old business

2017 Board of Directors meeting postponed due to hurricane and flood. Explanation :

Warehouse fire that house scenery and props in T or C New Mexico burned to the ground in February 2016

In August 2017 the 3010 Royal Circle main office address for Cause to Wonder Inc was flooded by hurricane Harvey and almost everything was lost including records and supplies.

Sept 2017 Hurricane Irma and Maria destroyed St John ,the main operating center The Caribbean out reach.

These three natural disasters postponed and delayed our 2017 meeting. Lisa was 4 1/2 months without running water or electricity but continued to do cause to wonder in consistent local interactions.

Funds /treasurers report/ loan

Donors of note:
William Ames and Paulina Knibble $10,000 2017 and 2018 equals $20,000 -April 12, 2017 donation received in form of Apple computer stock. ( ACCOUNTING NOTE.. STOCKS WERE accidentally GIVEN SOLD AND deposited twice and 10,000 had to be returned )
Jean and Steve Cottrell $5000 2016, 2017 and 2018 equals $15,000. Tony Laci and Mo skinny legs $500 2016 $500 2017 total of $1000 to be to put towards Caribbean.
$25 a month every month for five years by Joe Hanoseck via pay pal $500 Julie Stevens , High school with Lisa
$350 pam perdue -pilot United Airlines.
25$ Jack milko- 2nd cousin 19 years old
$100 Waltrud Sigorinus - St John flood victim, without a roof
125 from 2 donors due to podcast tensigrity listeners.
Gift Hill school Cause To Wonder program fees donated 1000$
fish trap public shows ( 18 shows (0f the $ 4670.) this fundraiser cost more to do that was raised.

Payments
Paid final payment to Kathrine LIAKOS and received Measures and impact report. Total cost $11,565.

Mary Vargo has been paid to administer via pay pal.
We have an agreement to give Mary Vargo $30 an hour or administration and or 10% of whatever grants she brings in.

Menna, salary was voted on 2014/15 incorrectly passes. menna should have recused herself from the vote.

That salary defferred would have been compensation at $20 an hour based on $40 a week from 2015 through 2018 totals $160,000 Compensation for expenses that have been paid out of pocket by Lisa Menna from 2011 to 2018 is $78,600.28

Vote
Stevens Moves, To compensate menna a total of $150,000 usd for administrative and performance fees to date in a promisary note . The ability to pay note is based unified chairtable trust. With annual interest at 0.1% less than the primary interest rate Upon payment, this amount is subject to income tax. Shelley seconds. Menna does not vote. Motion passes. Treasurer Shelley signs formal loan agreement.

Vote
Stevens moves, for compensation to Menna for $75,000 in expenses loan to be paid back With annual interest at .1% less than the primary interest rate as funds become available. Ali seconds. Lisa Does not vote . motion passes.
*loan agreement paper* attached

Vote
Stevens moves for Menna’s annual comensaton to be raised to 50,000 USD beginning 2019 Shelley seconds. Menna does not vote. motion passes
vote:

Vote
Shelley moves for Cause To Wonder to pay for Lisa Menna Travel and Health insurance
A.)while traveling outside the coverable of personal insurance.
B.) compensation for personal health insurance.

  • -  The deferred salary confused her 2017 health insurance

  • -  if in 2018 taxes returns of Menna is an amount to low to qualify for

    Obamacare due to the postponement of compensation, the required amount will be paid and subtracted from future compensation or from the loan amount and reported to the board at the next meeting.

    -

New accountant
3\10 Patrick Freedle accountant asks us to get another accountant Freedle did not want to do international. Cause To Wonder hired Mary Wagner as our new accountant. It appears as if her son had to take over because of age related confusion. For 2018 we found a new accountant, Paul Tanley.

Cost to wonder had adopted wave and shoebox in an attempt to modernize our accounting, it has successful and we have returned to pencil and paper receipts augmented by the photographs and emails of receipts . Shoe box Account cancelled Oct 2018.

Accounting clarification $1552.84 was transferred in and out of the wood forest account for the Cause to Wonder account in order to get frequent flyer miles in the time required for the credit card. Specifically ,Jacque Menna paid for her floor and then reimbursed for fund so that we could receive the bonus sign up frequent flyer miles.

In order to receive a large donation from the Ames/Knibbe via stock transfer we have opened an account with Plymouth and it is being handled by John Bankovitch as introduced by james Cottrell.

2/17 investigation of liability insurance. Have been advised that it is need for it only if money is borrowed. Since the only approved loan is to compensate Lisa Menna she agrees to obsolve the existing board of liablity in the loan agreement.

3/22/17 After 7 years, the bylaws REVIEWED documented an amended in writing by Mary Vargo and she filed for the Board.
Mary Vargo and lisa menna did a complete review of the bylaws and previous minutes to determine that we are living up to expectations and documentation ( Compensation voted on by Menna issue found and was readdressed with Menna abstaining.)

August Seventh renewed domain name 10 YEARS

Yacht fundraiser
Attended Antigua yacht week in attempt to forge a new fundraising

performance venues

Successfully introduced the organization to dozens of mega yachts and performed on several at the party and to the following year in Hansen Bay.

Met Captain Jan Robinson-culinary contest coordinator event at the Yarde shows and arranged for me to be at the 2018 local yard shows yacht shows. She also organized lisa as a speaker at the Thomas Rotary club. It was organized by Greg Miller. There we met Ronnie Lokahrt and influential Saint Thomas Voice . Jan is Nominate for the Cause To Wonder Thunder award for arranging my appearance at the charter yacht shows and Tortola and Saint Thomas.I

Jan Robinson wrote am article in All At Sea magazine the shout out was an article called a touch of magic.

ON board fundraisers to date.in Antigue yacht show Jo yacht
Nero
In round Bay,

StarFire Captain so impressed that he put us on Google Maps Captain Carl south Nominate for lighting award

StarFire – Captain Carl spoof – so excited that he created a Google Maps page for us - entertain Mr. and Mrs. C, their two daughters and son from Brazil. The StarFire also volunteered to deliver the student uniforms we had from Guy Benjamin school

Volpini - that Lindsay fox and Paula. Attempting to get them to put signage on their LINFOX trucks all over the third world. It is Long shot keep trying Lindsay fox sixth richest man in Australia contacting Ari Suss every six months

Travel cost for Antigua were $3642 Plus advertising in attendance which she was plus $1210 including postcards and distribution in bags.

Professional contacts numbers in the hundreds. We sent emails to 42 people. 14 of them returned. We gained an understanding of the industry and how to contact captains of boats that are near Saint John using MarineTraffic finder, which has been purchased as an app

Also met Louise OVEREND Who is bright articulate and a supporter of Cause To Wonder. She tweeted about us.
Aragon Tortola has agreed to help sith campsite accommodations while in Tortola.

Chris Patrick big thank you featured us on the CKIM group website. Calling card printed for both shows partnered

Saint Thomas rotary with Mary Vargo and Charlie Evans

Down island 5 year plan progress
Caribbean performances - estimated 348 shows to date

Antigua-Partnered with aAntigua Barbuda association of persons with disabilities

Tortola 3 visits times CTW event Helena Hewlitt hired as media specialist . Took lisa into classrooms. See website for video.

virgin gorda , lisa willis not traction
St thomas, mall shows escorted by Daphnie, local spa pwner.

St John - Menna and Shelley marched in women’s march on island and the posted 8’5 sign at the crossroad where it remained for 3 months. The sign said “Helping women brings good. “

Menna put on an awareness program at Gift Hill shool,

Three attempts to go to Virgin Gordo with Lisa Willis or cancel due to her child obligations

Rotary attended and invited to another- worth cultivating as a carribbevn sponsor . might join.

British virgin islands out reach. Returning from Antigua.

Proposition consider the possibility of getting a power boat or a sailboat sail to buy of rent or borrow to more easily and less expensively go from island to island and focus in the Caribbean.

Tortola school tour We sent a video to Toni Lacer, sponsor photo of woman saying helping women brings good things in Tortola and it turns out she knows the woman ha ha Ha
return the third time December 2017 for the yacht sho post hurricane, Met the Ministry of Tortola tourism

Saint Thomas rotary escorts did not help as expected in St thomas.

Repeatedly contacting associates or Richard Branson for his private island

Attended Tortola Yacht show.
Met the Ormerod family sailing around the world on quest.

Partnered with the Antigua Barbuda association of persons with disabilities and performed at the grocery stores and throughout the island on buses and gathering places. Spreading the word helping women bring us good luck with softened to helping women brings good things because we found the word lock was offensive for some Response of the locals. Was told that the word luck implied

superstition was against their Lord Jesus.. We switched the word Luck for Things.

Change phrase to helping women brings good ......

things.
Was told by a local man in Antigua that the Bible says a woman should submit to her husband and therefore that is why men beat their wives before sex. "That is just the way it is you're wasting your time" he said. Intensified my commitment to performing in the West Indies

Clarified our Caribbean focus to island under 200,000 people.

Canada
Wonderfest/ womaginarium ( NAFTA visa used for Menna) Nelson women's conference and the posse of clowns. performed but was not paid due to lost funding.. debute’ of Sequioa Wildwood and Esme Barret

Bronz masks Donated by Menna
Bronze mask fundraiser has not yet been successfulHave six faces cast made in bronze to sell or use those plaques for large donations with in the medical world. Hard Cost of about $7200 . 2,100dollars of detail sculpting donated by Keren Mortidello of the foundry. Paid photographer Kirk Grodski to professionally photographed the bronze faces He is owed 1500$ contingent upon sales of the Faces. Unsatisfied with images he provided. ( 250$ each) The original molds were sent to Texas and subsequently destroyed in the flood of Harvey. 2018
July 1 begin underground rumors of masks available at a high price via Richard kaufman.

New website . Hire Alisha Womack and we are very happy with the results.

NEW BUSINESS
Ali Shelley accomplished

Ali Shelly and lisa menna marched in the women's right parade in St. John with the sign helping women brings good and posted the sign at the coral Bay intersection where to remain for two months. See January 23, 2017 email for photo

Shelley has determined that an Airline grant is available because of her participation and plans to apply for it in the future.

Shelley Received 1000 Cause To Wonder card to distribute around the world.

Shelley will investigated nonprofit the estate forms for donations. Michael Shelley inquired to legacy donations for the website Investigated and airline grant report
Investigated hud interest loans and HUD acquisitions

Edited letter to Stanley Selengut for a donation of land. Nominated Cause To Wonder for Ellen Degeneres appearance Encouraged international photos of “helping women brings good things”

Peace and justice studies videotape performance reviewed South Italy report

2018-

Attended g4g conference with donor Prof. William Ames Introduce Sydney Weaver to Jeanette Shakalli/ Panama math to

Launch young miss Weaver into a career helping girls pursue math careers via the Rubics cube.
Met Arno Rubic.

Met Tiago Hirth who volunteered with friend and pitched us aa film idea. Was not able to find funding.

Menna did a BBC world service out look interview Thomas thomas.HardingAssinder@bbc.co.uk. It was taped at Kooteney coop Radio

We received special help from Robert Neufeld for sound clips and TOINYA who created a melody, sang and recorded a jingle to our slogan “helping women brings good things”

We named Toinya music director of Cause To Wonder as a volunteer. attempting to make it a downloadable iPhone ring tone.

Which is now on the website as a ringtone for androids but not Apple phones. we hope it will serve as background music for the BBC interview on Outlook

Hired Marie Chenire - social media paid 1060$ for instgram and twitter posts.

Contacted Randy Hayes has nonprofit consultant group

Sicily - realized that southern Italy has a few rights for women she began a spontaneous wonder tour five different schools and go to every classroom. She supplement of her work with signs as per the suggestion of the M plus I report from Mozambique. Using rocks and posters as talisman to remind the villages that she had been there. Photos have been sent to Lisa for an six months after the event showing that some of the talisman are still in place. Lisa plans to return to Sicily in November 2018. It will be directly on elementary schools and refugee camps.

Tricase, Lecce, tiggiano,Apulia,Allesandro,tamburi,Trebiacce,Sibari, Cassano, Tourmina,Catania ( refugee )marsala,Montalto,Trapin, Argrigento, LIcata,Ragusa, Syracue

New business
Punjabe India trip planned.

Punjabi men in Selkirk college agree to trade reduced rent of Menna’s Canadian home in the amount of $5000 annually in exchange for 2019 ctw excursion hosted by 5 families.

Magical recognition
Juan Tamarize commented on calls to Wonder I totally agree with your feelings about the big difference between challenge and Wonder and Lisa I called your work at Mozambique and say to other friends are magicians how interesting I feel it is please continue to keep you giving people this feeling of wonder

Murphy magic offered support by supplying props and connecting us with vanish magiazine.

Other NGO fundraising:Performed as a costume character chicken at the St. John conservative land Conservancy chili cook off event

Again Kevin Vargo volunteered and rescued with some IT work on March 19 Thunder award,

Contact Billy Collins

Begin a children's book with Molly flasher 8/28 with regard to negotiation for kids.

Contacted Matt Hanover for intellectual commentary on my speeches and received six important references

Sept 17 Annette Gutierrez volunteers for calls to Wonder. Hoping to find a video editor and media savvy savvy training. She also provided housing for Miss menna while in Los Angeles for the podcast with Chris Ryan.

913 Chris Ryan contacts Menna about his podcast on tensegrity. Recorded podcast thanks for introduction by Michael DeLuise.

Celebrated failures:
Continue to contact Bill clapp with the Seattle foundation Lindsey Fox to no response

Zena Kim arts and entertainment contact through Angela Alfiari. wen nowhere

6/28 try to get introduction to Adam Grant Innovator author,

Pursued Ted talks and e.g. Max Maven agreed to introduce me to e.g.. I followed up with one email I don't know if you did

Attempted a behavioral sink whiteboard video that crashed and burned and required a refund through American Express which took a long time.
Dyslexia/louis Weinberg/project dropped due to lack of organization and commitment with the dyslexia people.

Simon Clentworth problem with YouTube/ sen a pleading apology , ignored.

Attempted to use indeed to hire help

Go fund me campaign crash and burn Amanda swarm
Amanda Shaune Was a disaster. She tried to set up a go fund me and then disappeared. Became a bully on the Internet and I paid her off $1000 to go away.

Christine Moscoso we get an assignment but did not follow through enough to be able to be hired for anything else.
3\19 launched the dust writing program with a website page on Facebook that crashed and burned because of technical problems. Even hired and indeed employee to work on it.

Tried to get involved with trip adviser and local websites to promote the fundraising had very little luck.

Post of the community service notice a gift till school looking for media help. ]

Sprouse school annual elementary school appearance did not take place this year because we were late in asking.
Contacted Randy Kell regarding donation of St John property. No response

Had to cancel appearance at Turkish magic.\
Turned down Craig Horwitz Dr. Craig Horowitz I'm creating a curriculum around wonder in Austin Texas
Contacted Elizabeth Bruener regarding grants as we need to focus on Amazon smile no promotion
Amazon Add word no effective
.

obit.s
Johnny fox has passed as has

hope for limpopo founder
Heidi Larson, founding member rica larsen’s sister wrote
Surrounded by the village chiefs
a woman stands alone.
She offers them a new beiief
and vanishes a stone.

“Come look” ,they shout, “It’s something new.”

The word was quickly spread. About the things that she could do, and the word she said.

When you need someone to think, give them Cause To Wonder.

miracles:
privantha Gamage sri lanka magician friend contacted us hoping to find funding for deaf conference
Dirt in your skirt pod cast with Menna was recorded and posted by Margagret Shlachter

Shelley motioned
new board member Ralph Perkins returns DERRICK STEVENS STEPS DOWN.
Shelley motioned Menna seconded. motion passed

misc.

Jan Robinson 2017 lightening award Chris Patrick 2017 Thunder award

Kevin Vargp 2018 Lightning award Sid Hamilton 2018 thunder award

2019Cause To Wonder   agenda BOD meeting 2019


Meeting called to order Dec 10 2019 , 8:06 pm est

In attendance, Lisa Menna founder, Ali Shelley, treasurer Via what’s app and Ralph Perkins via skype.


a quorum was reached. 


Minutes review and approve


summary

2017 Board meeting did no business; all was postponed to 2018 due to natural disasters. Measures and impact report  finished. Loans for outstanding expenses 75,000$ and compensation150,000$ to lisa menna were passed and signed.  Moving forward, Health and travel insurance for Menna will be paid by Cause To Wonder.  Menna’s annual compensation was raised to 50,000. Paul Tansley is New Accountant.  fundraisers and outreaches were reviewed regarding caribean outreach , bronze life masks.  New Website created. G4G, Womaginarium for women’s week, Gift hill school and Peace and Social Justice programs noted. Toiny Samaritan was  appointed Music director.  BBC world service interviewed Menna for OutLook program. Marie Chernie  hired for social media .  Sicily Cause To Wonder  programs reviewed.  Punjab India trip preparations begun.


Shelley motions to approve 2017/ 2018 minutes.. Ralph second  motion pass

old business


spectacular failures 


google maps place is missing


repeat contact to lindsey fox - no response

repeat contact Bill Clapp seattle foundation- no response

repeat attempt to  get on Decker island - no response


bronze mask fundraiser.

brought 2 to Genni convention  hosted by Richard Kaufman and discussed facts with Jim Steinmeyer asking 130 k donation for 10 years.

THOMPSON MASK  remains with  widow as it comforts her , she has dimentia.   Steve Mullica is the care take and has asked to keep it until it is not needed.


All Natural disaster places have been restored , texas,  St. John.   Tor C New Mexico is sold.


United airline grant Ali:  not available 


modest success 


Return to southern Italy for  14 weeks,   distributed 1000 stickers based on suggestion fo M and I report.   2 school shows.   many street theater performances.   santa lucia parade. Concentrating on Siracuse Sicily and near by villages.


Sydney weaver,  G4G women.-   Rubik  teacher did go to Panama.   ! women launched.


BBC world service  “out look interview aired Dec 25 2018

     most influentioal women magician of the 20th century.


      not a blip in social media


Children’s book on negotiation, Molly Fleischer at a stand  still.


Kim Zena And Angela Alfierie   did not get and A and E  interest.




NEW business

finacial report

menna salary,   10,000 of the 40k that was slated for the loan because without it her taxes would reflect poverty to the point no medical insurance was available.   that 10 will reduce the 2019 salary form 50k to 40 k so as to not affect the loan papers.


health insurance menna geo  blue   6,843. 

Salary 40 K ( less 10 k dance 2018 )  


lisa menna compensation 46,843. usd.  



expenses  2019 approved india and jennifer

 but not reimbursed  until fund available


cotrell donation 5 k

john and jacque menna 20 k

pam perdue  and freins. 1850

keli jones 1000

1200 misc inquiries of magicians

joe hanoseck



Sicily stickers and schools


attended Nas Daily  event in Malta


prep from sicily


punjab report 


5 host families  300 shows 30,000 stickers.


jagpreet Cheema thunder award 


lighting award    Joe Hanosec


jennifer eckstrom  services values at 6300$



yoshi menna sticker design

second printing of message sticker

india expenses


INDIA EXPENSES APPROVED. CALCUALTED AT TODAYS EXCHANGE.






United nations international women’s day


High commissions of human rights briefing


made a short video- can’t find it


Rupert Breheny invite ted ex . no pay refused


video  masa suzuki  3 total

very good


Femi Oki

 mary vargo  filed bod info with  silver flume and 775.782.6587.


Genii Award 


grant writer Lisa Cousins  3000 K

 focus on grants   write a one page pitch for  go fund and mailer.


bob werble lawyer  - no heavy lifting

social media dropped ball.  dana / julia grosso. 


first of 130 83$ a month west yarbrough


this future focus

film \

funding

Malawi

west indies

connections / rotary


 Peruse a boat for travels and  lodging in the carribean

Shelly  motioned  Perkins secondo all I motion passes. 

facility to train others.


ali brown paper ticket -   


google donations 



ali steps down\


ann harrington  nominated lisa raps   ali i


david Friedman nominated. lisa n ali a2 


ralph take over as director of Bod  2020


LISA MENNA  OFF BOARD .   CONTRACTor / TITLE PROGRAM COORDINATOR.


board of trustee established

legal agreement this year 

ali shelley

svetlan perkodova


close meeting   Menna moves . perkins seconds .  adjourn.