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Board Meeting 2012-06-02

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Location: G/F Gervacia Center, 152 Amorsolo St., Legaspi Vill., Makati City, PH
Time: 3:00 PM – 5:00 PM

Agenda

  1. Election of Officers (President, Vice President, Corporate Secretary and Treasurer)
  2. Berlin Hackathon Updates
  3. Wikipedia Academy representation
  4. SEC post-incorporation requirements
  5. WikiCon and Annual General Meeting project evaluation
  6. Strategic Planning, Project Management Committee and Annual Budget Meeting setup

Attendance

Present
  • Joseph Ballesteros, President/Chair
  • James Joshua Lim, Vice President (via Skype web conferencing, currently in Poland)
  • Eugene Alvin Villar, Secretary
  • Jose Roel Balingit, Treasurer
  • Allan Paolo Barazon
  • Roman Bustria, Jr.
Not present
  • Relly Bautista (participated during election by phone conference)

Minutes

Call to order
Meeting was called to order by the Chair at 3:15 PM.
Validation of quorum
With six (6) members in attendance, including one (1) via web conferencing, Secretary certified that a quorum is present.
Approval of minutes
Minutes of the Board meeting last April 12, 2012 was read by the Secretary. It was moved by Roel Balingit to approve the Minutes without amendments, which was seconded by Roman Bustria.
Election of officers
Roman Bustria moved to conduct an off-the-record evaluation and feedback session about the performance of the officers for 2011–2012 before electing the new officers for 2012–2013. Hearing no objection, the Chair carried the motion.
Off the record evaluation and feedback session
After the evaluation, it was moved by the Secretary to proceed with the election of officers for 2012–2013 and to begin the nomination for the position of President. Hearing no objection, the Chair carried the motion and opened the nomination for President:
  • Eugene Villar was nominated by Relly Bautista, which was accepted by the nominee.
  • Joshua Lim nominated himself.
  • Nominations were closed by a motion of Roman Bustria which was seconded by Roel Balingit.
The Chair called for a show of hands, with five (5) votes for Eugene Villar, one (1) for Joshua Lim, and one (1) abstention, the Chair proclaimed Eugene Villar as President of Wikimedia Philippines for the term 2012–2013.
The Chair, proceeded to open the nomination for Vice President:
  • Roman Bustria was nominated by Roel Balingit, which was accepted by the nominee.
  • Relly Bautista was nominated by Joseph Ballesteros, which was accepted by the nominee.
  • Joshua Lim nominated himself.
  • Nominations were closed by a motion of Paolo Barazon which was seconded by Roel Balingit.
The Chair called for a show of hands, with three (3) votes for Roman Bustria, two (2) for Relly Bautista, one (1) for Joshua Lim, with one (1) abstention, the Chair proclaimed Roman Bustria as Vice President of Wikimedia Philippines for the term 2012–2013.
The Chair, proceeded to open the nomination for Secretary:
  • Joshua Lim was nominated by Roman Bustria, which was accepted by the nominee.
  • Relly Bautista was nominated by Roel Balingit, which was accepted by the nominee.
  • Nominations were closed by a motion of Roel Balingit which was seconded by Roman Bustria.
The Chair called for a show of hands, with two (2) votes for Joshua Lim, four (4) for Relly Bautista, with one (1) abstention, the Chair proclaimed Relly Bautista as Secretary of Wikimedia Philippines for the term 2012–2013.
The Chair, proceeded to open the nomination for Treasurer:
  • Roel Balingit was nominated by Relly Bautista, which was accepted by the nominee.
  • Joshua Lim was nominated by Roman Bustria, which was accepted by the nominee.
  • Nominations were closed by a motion of Paolo Barazon which was seconded by Relly Bautista.
The Chair called for a show of hands, with four (4) votes for Roel Balingit, two (2) for Joshua Lim, with one (1) abstention, the Chair proclaimed Roel Balingit reelected as Treasurer of Wikimedia Philippines for the term 2012–2013.
Dispensing of the agenda
It was moved by Roman Bustria to dispensed with the rest of the agenda and tackle other Board matters in any order as may arise. Hearing no objection, the Chair carried the motion.
Berlin Hackathon updates
Roman Bustria provided updates about Marco San Andres who is currently in Berlin, Germany attending the Berlin Hackathon which was ongoing. Michael Rubio, the other candidate for the Berlin Hackathon, who failed to attend the conference is communicating online with Marco San Andres, who was relaying his questions. Report about the conference will be provided on the succeeding special meeting of members. Learning for experience, Roman Bustria made a recommendation that candidates for participation to overseas conferences must have valid passports which are at least six (6) months from expiration.
Wikipedia Academy
Wikipedia Academy is set to be held in Berlin, Germany from June 29 to July 1, 2012. Roel Balingit endorsed Bely Ygot, a professor at PUP and FEU, on the condition he would apply to be a member of the organization. Eugene Villar mentioned that Ernesto Sonido has expressed his interest to participate, however he still had to confirm his commitment and update the organization about his passport status. Roman Bustria informed that Michael Rubio is ready to attend the conference. Roman Bustria also moved to designate Emmanuel Ramirez as the Single Point of Contact (SPOC) for coordinating participation to the conference. Hearing no objections, the Chair, carried the motion to designate Emmanuel Ramirez as the SPOC for Wikipedia Academy.
Roman Bustria, reminded that the participation scholarship does not cover the conference registration fees, which can only be made via PayPal. Emmanuel Ramirez would be made to check if endorsed participants have PayPal accounts. Roel Balingit offered to use his personal PayPal account for the payment of registration fees.
Open Web Day
The Chair, being the Project lead of Open Web Day informed the Board that the next Open Web Day would be in Naga City on June 30. The Treasurer advised that up to two (2) members will be covered for travel expenses to Naga. The Chair raised a question before the Board if he be retained as the Project lead of Open Web Day for he is no longer the President, to which the members of the Board agreed.
Chapter Start-Up 2 Grant report
The Treasurer informed the Board that he will finalize it together with the previous Auditor, Meredith Ramirez. The Treasurer also suggested to rename the proposed 3rd Start-up Grant for the operation of the Chapter from 2012–2013.
Defenders of the Indigenous Languages of the Archipelago (DILA) partnership
Roel Balingit informed the Board, that Ms. Josie Henson (DILA President) and Atty. Manny Faelnar (also from DILA), who participated in the WikiCon have manifested their interest to become members of the organization. Roel Balingit had put on record that WMPH does not agree with DILA’s stand about the Tagalog/Filipino language, but would work with DILA in expanding other local language Wikipedias.
Informal Meet-ups
Roel Balingit informed the Board, that as a result of the discussions in the WikiCon, Meredith Ramirez who supervised one discussion group where she obtained the consensus of her participants to have informal meet-ups set-up. Eugene Villar noted that this was similar to Wikipedia Kapihans. Roel Balingit, recommended that there should at least be ten (10) participants per meet-up.
Post-Annual General Meeting tasks
The Board went over the requirements to be submitted to the Securities and Exchange Commission as a result of its recently concluded Annual General Meeting:
  1. Gil Gregorio’s TIN is needed for General Information Sheet which should be submitted not later than June 25, 2012.
  2. Copies of the original and amended Articles of Incorporation and New Bylaws.
  3. Board certification that the amendments were approved by two-thirds (⅔) of the Board and the membership body. This has to be signed by the Secretary and a majority of the Board members as per the Corporation Code.
The Secretary went over the voting records of Board members last AGM:
  • Amendments to Articles of Incorporation: 6 ayes, 0 nays, 1 abstains (100% approval)
  • Adoption of New Bylaws: 6 ayes, 1 nays, 0 abstains (86% approval)
As a result of the review of the votes at the last AGM, it was found that Michael Romero is not a Regular Member, who Roman Bustria proxy for.
Roman Bustria attested that the votes he cast in behalf of Michael Romero were all abstentions. The Secretary confirmed that it would not affect the results of any matter submitted for membership concurrence.
As for the election for the Board seats, Roman Bustria cast votes for John Paul Antes and Irvin Sto. Tomas. The Secretary confirmed that it would not also affect the outcome of the elections. Corrections to the records and Minutes of the 2012 Annual General Meeting will be made accordingly by the Secretary.
Creation of an Audit Committee
Auditor Gil Gregorio has called on the Board to create an Audit Committee. A discussion ensued with the following opinions:
Eugene Villar believes that setting up an Audit Committee for a small organization such as Wikimedia Philippines is too premature. It would be ideal to set-up one once WMPH obtains PCNC accreditation. It was further recommended that the Auditor reports to the Board as a whole.
Paolo Barazon further added that it would make WMPH bureaucratic. It was recalled that during the 2011 Annual General Meeting, that additional positions such as Assistant Secretary and Assistant Treasurer were already rejected owing to the same reason.
Roel Balingit cited that an Audit Committee is only mandatory on publicly-listed corporations as per the Corporation Code.
Roman Bustria wants to put on record that WMPH is not totally against the creation of an Audit Committee, but only when the organization probably has hundreds of members and perhaps more than tens of millions worth of funds.
Therefore the Board decided, that an Audit Committee would not yet be created.
Membership meetings
The newly adopted Bylaws (which is subject to SEC certification before it takes effect) has removed the requirement to have quarterly meetings which would make calling for special meetings more flexible. For the time being there is a need to call for quarterly meetings, the next one is targeted to be in August.
Notices
Eugene Villar informed the Board of he would be in Japan from June 11 to 29, 2012.
Adjournment
A motion to adjourn was raised by Roman Bustria. Hearing no objections the Chair adjourned the meeting at 5:15 PM.


I hereby certify to the correctness of the foregoing.


(Sgd.) Eugene Alvin Villar
Secretary


Approved on September 22, 2011.