Annual Meeting 2012

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2012 REGULAR MEETING OF WIKIMEDIA PHILIPPINES, INC.

Date
May 26, 2012
Venue
Co.Lab Xchange, 3/F 3 Brixton St., Brgy. Kapitolyo, Pasig City 1603

Agenda

Order of Business

As provided in the invitations sent to members.

  1. Opening
  2. Validation of Quorum
  3. Reading of the Agenda
  4. Reading and Adoption of the Minutes of the 2011 Regular Meeting
  5. Affirmation of the Amendments made during the 2011 Regular Meeting
    1. Amendment of Sixth Article of Incorporation
    2. Repeal of Section 3, Article IX of the Bylaws
  6. President’s 2011 Annual Report
  7. Treasurer’s 2011 Financial Report
  8. Presentation and/or adoption of:
    1. Amendments to the Articles of Incorporation
    2. Proposed New Bylaws
    3. Proposed Expense Policy
  9. Call for/introduction of candidates for:
    1. Two Board Trustees (if Agenda # 5 is affirmed)
    2. Auditor
  10. Presentation and Open Forum of 5-Year Strategic Plan (2012-2017)
  11. New Business
  12. Closing

Attendance

Present

Board of Trustees
  • Joseph Ballesteros, President
  • Eugene Alvin Villar, Secretary
  • Jose Roel Balingit, Treasurer
  • Allan Paolo Barazon
  • Relly Bautista
  • Roman Bustria Jr.
Members
  • Belinda Ballesteros
  • Jeremy Romero (arrived 5:15pm)
  • Ma. Cristine Gonzalez
  • Frederic Calica
  • Romnick Coros
  • Jenna delos Reyes
  • Mari Lyne Gener
  • Michael Rubio
  • Gil Gregorio
  • Tristan Marco San Andres
  • Jenzenn Marquez
  • Emmanuel Ramirez Jr.
  • Joel Encinas
  • Marrita Cuevas-Jusay
  • Irvin Sto. Tomas
  • Kenneth James Reduta
  • Reynie Rose dela Cueva
  • John Paul Antes
Attendance by Proxy
  • James Joshua Lim (VP, Trustee) - c/o Roman Bustria
  • Ernesto Sonido Jr.[1] - c/o Eugene Villar
  • Asuncion Lago[1] - c/o Joseph Ballesteros
  • Reyton Ordonio - c/o Roel Balingit
  • Johannes Bernardo - c/o Jenna delos Reyes
  • Ma. Concepcion Vergara - c/o Roel Balingit
  • Simon Conrado - c/o Jenna delos Reyes
  • Allan Solomon Mejia - c/o Roman Bustria
  • Mike Romero[2] - c/o Roman Bustria

Absent

Minutes

Call to Order
At 3:45PM (PST), WMPH President Joseph Ballesteros, called the meeting to order.
Validation of Quorum
Upon direction of the President, WMPH Secretary Eugene Villar proceeded to verify membership attendance and presence of a quorum. It was established that there are 46 regular (non-delinquent) members, and with 32 regular members in attendance including proxies filed and validated before the start of the meeting, the Secretary declared the presence of a quorum.
Reading of the Agenda
The Secretary proceeded motu propio to read the Order of Business.
Reading and adoption of previous minutes
Upon direction of the President, the Secretary proceeded to read the Minutes of the 2011 Regular Meeting. Upon motion of Trustee Roman Bustria, there being no objection the Minutes of the 2011 Regular Meeting was considered approved.
Affirmation of 2011 Amendments
Pursuant to Section 3, Article IX of the By-laws which requires that: “Amendments or revisions must be reaffirmed at the next annual convention by a two-thirds vote of the Board of Trustees and of the membership body voting jointly, for it to take permanent effect. × × ×”
  • Amendment to Sixth Article of Incorporation
    The clause of the Sixth Article of Incorporation which reads as “That the trustees of the corporation shall be seven (7);” was amended at the 2011 Regular Meeting to read as follows:
    “That the trustees of the corporation shall be nine (9);”
The President announced the result of the voting, with 22 ayes, 0 nay, and 10 abstentions, and declared that the amendment to the Sixth Article of Incorporation did not meet the required number of votes in order to be adopted.
A point of order was then raised by Roel Balingit, citing that the number of members present should be used as basis and not the total membership. Balingit also pointed out that abstentions should not be counted against a proposition as it would just have the effect of negative votes.
Upon motion of Relly Bautista to suspend the meeting for the Board of Trustees to hold a caucus, the meeting was suspended.
At ____, the meeting was resumed.
The President announced after holding a caucus of the Board, it was determined based on the results, it was RESOLVED to affirm the amendment to the Sixth Article of Incorporation.
  • Repeal of Section 3, Article IX of the By-laws
    Section 3, Article IX of the By-laws which reads as “Amendments or revisions must be reaffirmed at the next annual convention by a two-thirds vote of the Board of Trustees and of the membership body voting jointly, for it to take permanent effect. Amendments and revisions which are not reaffirmed shall no longer be enforced, and any document modified shall revert to the state as they were prior to its amendment or revision.”
The President announced the result of the voting, with 23 ayes against 1 nay (with 8 abstentions), it was RESOLVED to affirm the repeal of Section 3, Article IX of the By-laws and renumbering Section 4 of the same Article to Section 3.
President’s 2011 Annual Report
Proceeding with the order of Business, the President reported to the membership body the Annual Report of 2011.
Treasurer’s 2011 Financial Report
Proceeding with the order of Business, the Treasurer reported to the membership body the Financial Report for 2011 and added that based on the study made on non-government organizations in the Philippines with respect to the financial capabilities of the organization, Wikimedia Philippines may already be considered as a medium-sized non-profit organization.
Presentation and/or adoption of propositions
Upon direction of the President and to proceed with the order of business, Roel Balingit proceeded with the presentation of the:
  • Proposed amendments to the Articles of Incorporation
Roel Balingit discussed the difference between the original and proposed amendments to the Articles of Incorporation in order to comply with the requirements of the Philippine Council for NGO Certification (PCNC).
__________ moved to submit for membership approval the proposed amendments to the Articles of Incorporation of Wikimedia Philippines, which was seconded by ________.

Permalink to amendments: http://www.wikimedia.ph/wmph/index.php?title=Articles_of_Incorporation/2012_proposed_amendments&oldid=1244

  • The President announced the result of the voting, with 28 ayes, 0 nay, with 4 abstentions, it was RESOLVED to Amend the Articles II, III, IV, VI, VII, VIII, IX, X, XI and adding a new provision designated as Article XII thereof.
b. Proposed New Bylaws
__________ moved to submit for membership adopt the proposed New By-laws of Wikimedia Philippines, which was seconded by ________.
 - Permalink to amendments: http://meta.wikimedia.org/w/index.php?title=Wikimedia_Philippines/By-laws/Amendments&oldid=3789972
  • The President announced the result of the voting, with 23 ayes, 6 nays, with 3 abstentions, it was RESOLVED to adopt the New By-laws of Wikimedia Philippines, Inc.
c. Proposed Expense Policy
Gil Gregorio moved to submit the proposed Expense Policy for adoption, which was seconded by Kenneth Reduta.
 - Permalink to policy: http://www.wikimedia.ph/wmph/index.php?title=Resolutions/Proposed/Expense_Policy&oldid=1160
  • The President noted the presence of Jeremy Romero at 5:15PM.
  • The President announced the result of the voting, with 19 ayes, 3 nays, with 11 abstentions, it was RESOLVED to adopt the Expense Policy of Wikimedia Philippines, Inc.
Elections
Election for Auditor
The President declared the nominations for Auditor open.
Roman Bustria nominated Gil Gregorio for Auditor, which Gregorio accepted.
Roel Balingit nominated Meredith Talusan for Auditor. The President inquired if the nominee is aware of her nomination for the position not being present in the meeting, to which Balingit responded that he would ask the nominee by phone call if she would accept the nomination.
Election for Trustees

It was RESOLVED, that nominees for any position should be present to accept their nomination.

Nominations
  • Roman Bustria nominated John Paul Antes
  • Eric Calica (nominated by Jojit Ballesteros)
  • Jenna delos Reyes (nominated by Kenji Reduta)
  • Emman Ramirez (nominated by Roel Balingit)
  • Irvin Sto. Tomas (nominated by Gil Gregorio)
 - The nominations were moved to be closed by Butch, and seconded by Gil
 - 33 ballots were cast
Board election results
Candidate Votes Remarks
Antes, John Paul 6
Calica, Frederick 15 Elected
Delos Reyes, Jenna 13
Ramirez, Emmanuel Jr. 17 Elected
Sto. Tomas, Irvin 9
Five Year Strategic Planning
Upon motion of Roman Bustria, which was seconded by Roel Balingit, there being no objections, the discussion of the Five Year Strategic Plan of Wikimedia Philippines was tabled for discussion to a meeting to be determined by the Board.
Adjournment of meeting
Upon motion of Relly Bautista, there being no objection, the President declared the 2012 Regular Meeting adjourned at 6:05PM (PST).


I hereby certify to the correctness of the foregoing.


(Sgd.) Eugene Alvin S. Villar
Secretary of Wikimedia Philippines


Approved as amended on June 15, 2013.

Notes

  1. 1.0 1.1 Sent notice to assign proxy by SMS. As per Sec. 201 of RA 8424, "An instrument, document or paper which is required by law to be stamped and which has been signed, issued, accepted or transferred without being duly stamped, shall not be recorded × × ×", as Sec. 192 requires documentary stamps "(o)n each proxy for voting at any election for officers of any company or association × × ×".
  2. Not a member as verified by the Board on June 2, 2012