Annual Meeting 2011

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2011 REGULAR MEETING OF WIKIMEDIA PHILIPPINES, INC.

Date
July 9, 2011
Venue
Wikimedia Philippines Office, G/F Gervacia Center, 152 Amorsolo St., Legaspi Village, Makati City 1229

Agenda of the Meeting

Attendance

Minutes


Attendance: - Josh - Bel - Jojit - Lee - Eric - Remy (proxy by Eric) - Meredith (meeting chair) - Roel (proxy by Meredith until he arrived) - Butch - Nick - ? - ? - ? - ?

10:30 - Start of meeting

Quorum established with 10 members present or with an appointed proxy.

  • Reading and approval of previous meeting minutes was disposed. 10 - 0 - 0
  • Move the discussion regarding the concession membership fee to the

2nd annual meeting. 10 - 0 - 0

  • Waived the reading of the President's Report. Report will be

uploaded. 9 - 0 - 1

  • Disposed the reading of the Treasurer's Report. Repport should be

uploaded. 10 - 0 - 0

  • Discussion regarding procedures of filling up board seats. There is

no vacancy as per the current By-laws so the motion to table the election was moved by Josh and seconded by Bel. Motion carried (10 - 0 - 0).

  • Election of auditor.
 - There is no qualification for the auditor except that he/she is a

member and not a member of the board of trustees.

 - Motion to have an election for the auditor motion. Point is that

there is not enough non-board members present. A counterpoint is that the officers of the org should be finalized with regards to legal requirements (e.g., filing of SEC GIS sheet). 2 non-members were not willing. Meredith is willing. 5 ayes; 2 nays; 3 abstains.

 - Election proper:
   - Meredith is nominated
   - Nominations were moved to be closed.
 - Meredith wins with 5 ayes, 0 nays, 5 abstains
  • Creation of Committees
 - (Josh) Proposed to have a membership committee to handle membership issues
 - (Josh) Proposed to have a fundraising committee to handle local

fundraising and participating in WMF's annual fundraiser

 - (Butch) Proposed to have an executive committee (diff from Board,

which handles policy-making) to handle the day-to-day task of running the organization and headed of the executive director (like a CEO)

 - (Josh) Proposed to have a communications committee to handle PR

and headed by a press contact. Will handle press, write press releases, take charge of websites.

 - (Josh) Each committee should include a board member for

accountability purposes.

 - (Bel) Question because committees are supposedly temporary. Josh

says that standing committees are permanent groups. "Committee" is just a term.

 - (Bel) The members might not be enough to fill up the committees.

(Josh) We can be flexible.

 - (Lee) Committees can empower the members to be active.
 - (Eugene) Regarding manpower, we don't have to form all committees.

11:30: 5 minute recess

 - Motion to form committees was carried (8 - 2 - 0).

- Motion to approve the proposed slate of committees with the roles to be defined by the Board at a later date

 - (Eugene) Fundraising committee is a policy-making thing and should

be handled by the Board.

 - (Josh) If there is no Fundraising committee, it can be merged with

the Executive Committee.

 - (Meredith) What's the difference between the Executive C. and the

Board. (Butch) Exec handles administration while Board handles direction and policy. Exec can have more lenient quorum rules for meetings. (Eugene) Board Chairman vis-a-vis CEO. (Bel) Structure of other orgs. (Meredith) Maybe Administrative Committee is a better term. (Josh) EDs are hired in other chapters; maybe renaming is good.

 - Amend the motion to rename the Executive Committee to

Administrative Committee with an Administrative Committee Chair. Motion carried (9 - 1 - 0).

 - (Eugene) Structure and roles of the committees?
   - Each committee will have a chair. Number of members per

committee: minimum of 3. Members can join multiple committees.

   - Membership - receives committee
   - Somebody draft roles of each committee; pend the draft for the

board to discuss.

 - Amend the motion such that each committee has a Chair, not

necessarily a board member. Motion carried (10 - 0 - 0)

11:50 - Roel arrives

12:10 - Start of lunch recess

12:50 - End of lunch recess

 - Amend the motion to set the minimum number of members per

committee to 3 and indefinite maximum. Motion carried (6 - 0 - 4).

 - Overall motion carrried (9 - 1 - 0).

By-laws and AOI amendments:

 - Amended motion to amend the By-laws to increase the number of

Board members from 7 to 9. (The aim is to introduce more community-oriented people to the organization.)

   - Person who made the motion amended that the increase is to 9

instead of 11.

   - Motion carried (10 - 1 - 0)
 - Motion to amend the By-laws to introduce an Assistant Secretary

and an Assistant Treasurer as additional officers to the orgs. The assistants cannot represent but are just created to have a permanent position. Additional officers can be from the members.

   - Motion failed (1 - 2 - 7)
 - Motion to amend the By-laws to move the fiscal year from January 1

to December 31 to July 1 to June 30 of the succeeding year.

   - Motion failed (4 - 6 - 0)

14:00 - Start of recess

14:10 - End of recess

 - Motion to amend the By-laws to change Article VI Section 3 such

that the title "Impeachment" now reads "Removal from Office" and "impeached" now reads "removed from office".

   - Amend the motion to add an additional amendment on point c such

that "two (2) meetings" now reads "two (2) consecutive meetings".

     - ("meetings" is clarified to refer to quarterly meetings.)
     - Motion failed (2 - 5 - 3)
   - Does meetings include board meetings for board members?

14:30 - Mr. Ordonio arrives

 - Motion to amend the By-laws to specify a different method to

remove elected officials.

   - Not "Officer" but "Elected Official".
   - (Josh) Proposed amendment may violate the Corporation Code?

14:40 - Start of recess

(15:00 Several people arrive.)

(15:15 Josh leaves)

15:20 - End of recess

Announcement of New Officers - President - Jojit (4 votes) - Vice-President - Josh (4 votes) - Secretary - Eugene (4 votes) - Treasurer - Roel (5 votes)

 (By-laws amendment re removal of officers)
   - Moved down the agenda

Announcement: Butch's 3 year plan:

 - (cf. Butch's email)
 - Previous motion to amend the By-laws to strike Article IX Section

III (and renumbering Section IV to Section III).

   - By-laws admendement motion carried (12 - 1 - 1)
 - Earlier motion re process to remove an elected official is tabled
   - Will become part of old business for the next annual meeting

Announcement: Short financial report

 - Financial statement submitted to SEC for fiscal year 2010
 - Current money is around PhP 90K

Annoucement: prospective members

 - A bunch of people recruited by Roel (ask Roel)
 - Manny: lawyer tapped by Roel

Meeting comments and suggestions:

 - Meredith is an effective meeting chair
 - Use of parliamentary procedures is commendable
 - Things can be done ahead of time to save time during the meeting
 - Calling of people to attend the meeting is more effective to gauge

attendance

16:00 - Meeting adjourned



I hereby certify to the correctness of the foregoing.


(Sgd.) Allan Paolo C. Barazon
Secretary of Wikimedia Philippines


Approved on May 26, 2012.

Notes