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Board Meeting 2013-06-29

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Location: 152 Amorsolo St., Legaspi Vill., Makati City, PH
Time: 4:00 PM

Agenda

  1. Election of Officers (Chairperson, Vice Chairperson, President, Vice President, Corporate Secretary and Treasurer)
  2. Wikimedia Foundation Visit updates
  3. SEC post-incorporation requirements
  4. WikiCon and Annual General Meeting project evaluation
  5. Planning for Wikimania 2013
  6. Strategic Planning

Attendance

  • Eugene Alvin Villar, President/Chair
  • Jose Roel Balingit, Treasurer
  • Paolo Barazon, Member
  • James Joshua Lim, Member
  • Frederick Calica, Member
  • Emmanuel Ramirez, Member
  • Vangie Padilla, Member
  • John Paul Antes, Member
  • Jenna Delos Reyes, Member

Minutes

Call to order
Meeting was called to order by the Chair at 4:30 pm.
Validation of quorum
With nine (9) members in attendance, the Secretary certified that a quorum is present.
Reading and approval of previous minutes
Minutes of the Board meeting last April 20, 2013 was read by the Secretary. It was moved by Frederick Calica to approve the Minutes without amendments, which was seconded by Emmanuel Ramirez.
Election of officers
For the election of officers, it was decided to do the election in reverse, selecting the Treasurer first and ending with the newly created position of Chairperson of the Board of Trustees. After doing so, it was moved by the Secretary to proceed with the election of officers for 2012-2013.
  • For the position of Treasurer, nominations were opened by the Chair.
Joshua Lim nominated Roel Balingit (current), which was seconded by Emmanuel Ramirez. Nominations were closed by Paolo Barazon, which was seconded by Frederick Calica.
The Chair called for a show of hands, with eight (8) votes for Roel Balingit and one (1) abstention, the Chair proclaimed Roel Balingit reelected as Treasurer of Wikimedia Philippines for 2013-2014.
  • For the position of Corporate Secretary, nominations were opened by the Chair.
Roel Balingit nominated Joshua Lim, which was seconded by Emmanuel Ramirez. Nominations were closed by Paolo Barazon, which was seconded by Vanj Padilla.
The Chair called for a show of hands, with eight (8) votes for Joshua Lim and one (1) abstention, the Chair proclaimed Joshua Lim elected as Secretary of Wikimedia Philippines for 2013-2014.
  • For the position of Vice President, nominations were opened by the Chair.
Emmanuel Ramirez nominated Paolo Barazon, which was seconded by Joshua Lim. Eugene Villar nominated John Paul Antes, which was seconded by Roel Balingit. Nominations were closed by Roel Balingit, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands, with three (3) votes for Paolo Barazon, four (4) votes for John Paul Antes, and two (2) abstention, the Chair proclaimed John Paul Antes elected as Vice President of Wikimedia Philippines for 2013-2014.
  • For the position of President, nominations were opened by the Chair.
Roel Balingit nominated Eugene Villar (current), which was seconded by Jenna Delos Reyes. Nominations were closed by Paolo Barazon which was seconded by John Paul Antes.
The Chair called for a show of hands, with eight (8) votes for Eugene Villar and one (1) abstention, the Chair proclaimed Eugene Villar reelected as President of Wikimedia Philippines for 2013-2014.
  • For the position of Vice Chair of the Board of Trustees, nominations were opened by the Chair.
Emmanuel Ramirez nominated Vanj Padilla, which was seconded by Paolo Barazon. Nominations were closed by Roel Balingit, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands, with eight (8) votes for Vanj Padilla and one (1) abstention, the Chair proclaimed Vanj Padilla elected as Vice Chair of the Board of Trustees for 2013-2014.
  • For the position of Chairman, nominations were opened by the Chair.
Joshua Lim nominated Paolo Barazon, which was seconded by Emman Ramirez. Nominations were closed by Roel Balingit, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands, with eight (8) votes for Paolo Barazon and one (1) abstention, the Chair proclaimed Paolo Barazon elected as Chairman of the Board of Trustees for 2013-2014.
Feedback on the Philippine Wikimedia Conference 2013
Eugene Villar asked about why the Komision sa Wikang Filipino (KWF) was unable to attend the event, despite being extended an invitation to attend, to which Joshua Lim informed the Board that the Komisyon did not respond to the chapter’s invitation. Joshua Lim was unhappy with the low turnout of the event.
Post-Annual General Meeting Tasks
Members of 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:
  • Joshua Lim should obtain a Community Tax Certificate (CTC).
  • Copies of the original and amended Articles of Incorporation and New Bylaws.
  • 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 had on record the results of the voting of the members of Board last AGM:
  • Amendments to Articles of Incorporation: 6 ayes, 0 nay, 1 abstain
  • Adoption of New Bylaws: 6 ayes, 1 nay, 0 abstain
  • Pursuant to the decision of the Board of Trustees during the AGM which suspended Irvin Sto. Tomas, the persons he proxied for would not be counted in the total count of members for the purposes of adopting amendments to the Bylaws.
Adjournment
A motion to adjourn was raised by Eric Calica. Hearing no objections the Chair the meeting adjourned at 5:05 PM.