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Memorandum
To: The Guy Family From: The late Willie C. Guy-Hinton Re: The Guy Family Foundation Hello family, it has been over three (3) years since the 2007 Family Reunion and we can still see all of your lovely faces and smiles in our minds and we thank you for the lovely memories. As many of you will recall, we had a business meeting after our Saturday Morning Breakfast and one of the things we discussed was privatizing the cemetery of one of our Ancestral Churches, Phoenix Chapel AME Church n/k/a/ Faith Community AME Church. This became necessary after one of the pastors borrowed money on the cemetery and did not repay the loan and the cemetery was about to be put in foreclosure. The current pastor, Rev. James L. Moore, was able to get a loan and he saved our cemetery. The debt for the new loan was added to his new church's mortgage. We made an agreement with Rev. Moore that we would pay him back if he would sign over all rights to the cemetery, church and land on Swinnea Road. He was agreeable to this and we are proceeding forward. The loan amount is $45,000 and we agree to pay the legal fees. I will give more information on the agreement with Rev. Moore later in this communication. We have had discussions about how to go about managing a cemetery and it was recommended that we establish a not-for-profit corporation and name it the Guy Family Foundation. The cemetery would be just the first project of the corporation, others will follow as outlined in the corporation's business plan. As we start the Guy Family Foundation Business we are planning for growth and the addition of new projects and programs. We are not able to give all of the details in advance as some may change later, but we think it is necessary to have a set of assumptions about the business and its environment that we can share with you now. This we hope will make it easier to enlist your support in launching this business effort and we will be able to work as a cohesive unit in carrying out our respective tasks. We recommend the legal form our business will take in the corporation. A corporation differs from other legal forms of business in that the law considers it to be an artificial being, possessing the same rights and responsibilities as a person. Unlike a sole proprietorship or partnership, a corporation has an existence separate from its owners. As such, it can sue and be sued, own property, agree on contracts and engage in business transactions. Additionally, because a corporation is a separate entity, it is not dissolved with every change in ownership. As result, corporations have the potential for unlimited life. -1-
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If we go with the corporation we must apply for a corporate charter which is granted by the state in which our business will reside. We may have to apply in Mississippi and Tennessee because we will in all likelihood be doing business in both states. Charters are issued by the state's secretary of state. Each state sets its own requirements and fees for the issuance of charters. Generally, a charter must include such information as:
The following is offered to give you an idea of how the business will operate: Stockholders Each person who owns stock in our corporation is a co-owner in the business. This does not mean that every stockholder will actively participate in the corporation's management, or even be associated with it in any way, other than by purchasing shares of the corporation's stock. Even so, stockholders/owners are still guaranteed the right to vote on the members of the corporation's board of directors and on certain major corporate policies. Stockholders have limited liability. One of the most attractive advantages of the corporation form of business is that the owners have limited liability in that they are financially liable only up to the amounts of their investiments in the corporation. This ensures that creditors of the corporation cannot touch the personal assets of the owners. Allowing people to become co-owners in a business benefits the corporation and the owners. The corporation is able to obtain investiment capital, and the stockholders can share in whatever profits the corporation earns. Furthermore, because stock is transferable, stockholders are free to sell their stocks at any time and receive the current market value for it. In our case, we will require a right of first refusal. Board of Directors The board of directors represents the stockholders and is responsible for protecting their interest. Board members are elected annually, usually for one-year terms, which can be renewed indefinitely by means of the election process. Because the number of votes that stockholders can cast is related to the number of shares that they have, we will limited the number of shares that an individual may own to avoid the problems that can be caused by some major stockholder issues. The board of directors generally concerns itself with determining corporate policies, rather than taking care of day to day operations. To handle the day to day operations, the board appoints the chief executive officer and other corporate officers such as vice-president, secretary, treasurer and so on. They in turn see that the policies stipulated by the board of directors are implemented. All owners/stockholders of the Guy Family Foundation will be members of the Guy Family. -2-
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Business Plan
The following is a brief outline of our business plan, which shows the purpose of the business and what it intends to accomplish. The business we are starting is essentially a Service Organization. We will own and operate a cemetery and other products as we expand our business. These products, will include but are not limited to; real estate, educational grants, investiment clubs, business development and mentor programs and programs to assist our aging family members and those in need. Each new expansion phase will be presented to the owners/shareholders for an approval vote. The need to develop new products is a fact of life brought about by the challenge to remain a viable entity by responding to the changing needs of the business and the people that we serve. Obtaining Financing Our initial business undertaking is to own and operate The Phoenix Memorial Gardens Cemetery. We need to raise $50,000 in start up capital which will be used to retire the loan that Rev. Moore was able to get to save the cemetery from foreclosure and $5000 to pay for start-up expenses and for legal fees. We will have at our immediate disposal five hundred (500) grave sites with an additional one hundred (100) more after the land is cleared and landscaped. We are asking fifty (50) Guy family members to purchase at least one grave site for $1000. Each purchaser will be given a deed for each grave site purchased when full payment is received. Payment arrangements will be made available if they are requested. A totally separate business plan is being drawn up for the operations and management of the cemetery and it will be coming to you at a later date. As soon as legal counsel approves this proposal we want to proceed with an earnest money arrangement to show our good faith and intent. This board of directors will include at least three (3) members who will not be members of the Guy Family. We want to complete this transaction as soon as possible and will gladly consider a loan from a family member, for all or part of the $50,000.00, which will be repaid at the rate they are currently receiving on their investment else where with a bonus points arrangement. As I have stated before, it became necessary for us to take over this cemetery because a previous pastor of the church used the land for collateral for a loan, which he did not repay. The cemetery was about to go into foreclosure when Anderson Frank Guy brought this news to Rev. Moore and he was able to get a loan for the $45,000.00 to save the cemetery. If we do nothing this can happen again and again each time the church is assigned a new pastor. The church has changed its name and assumes no responsibility for the maintenance and upkeep of the cemetery. If it were not for the descendants of Earnton Guy Sr. the cemetery would all but be abandon. This cemetery is so very important to the Guy Family. The Guy Family's involvement with this cemetery and church dates back to the 1880's when the first building was built to house the congregation of Phoenix Chapel AME Church. The first Guy to belong to Phoenix was Earnton Guy Sr. and his wife Ida Phillips-Guy. They were members of the Third Generation of Guys and ten (10) of their twelve (12) children, the Fourth Generation of Guys, that lived to be adults were raised up in Phoenix Church and, all except two (2) are buried in this cemetery. The fifth generation descendants of Earnton Guy Sr. almost without exception were also raised up in Phoenix Church and many of them are buried there as well as members of the sixth and seventh generation. When we were children our parents would take us to play there while they cleaned off the graves of their loved ones. When they were to old to continue this practice, my brother Jessie James Guy Sr. took over the care of the cemetery grounds. When he became too ill my oldest brother Frank Guy Jr. took over the job and continued to take care of the cemetery until he too became ill and died in 2002. The Guy Family, my brothers, nephews and cousins are again taking care of the cemetery. This is a labor of love for them and they do not charge for their services. But by privatizing and formally taking over the operation of the cemetery we will be able to provide for the perpetual care of the grounds. We must bring some structure to the way the cemetery is managed if we are to preserve for posterity the final resting-place of our beloved family members. Most of the cemeteries in Southaven, Mississippi will not permit the burial of anyone in their cemetery unless it is a member of their church. Consequently, our cemetery has become a free place to bury all of those who cannot be buried elsewhere. -3-
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The following people are being recommended to hold offices in the corporation, please feel free to name others as you see the need:
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