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Board Meeting 2014-07-05

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Notice of meeting: 30 June 2014
Location: Greenbelt 1, Legaspi Vill., Makati City, PH
Time: 1:00 PM

Agenda

  1. Call to order
  2. Determination of a Quorum
  3. Approval of Minutes of the Last Meeting
  4. Reading and Approval of the Agenda
  5. Overview of Officers' Functions
  6. Election of new Officers of the Board (for 2014-2015)
  7. Reconstitution of the Committees
  8. Approval of Pending and New Members Application
  9. Other Matters
  10. Adjournment

Attendance

Present
  • Johnny Alegre
  • JP Antes
  • Roel Balingit
  • Paolo Barazon
  • Jenna Delos Reyes
  • Marco San Andres
  • Eugene Villar
Not present
  • Vanj Padilla (outside of the country, briefly participated through Viber)
  • Josh Lim (outside of the country, briefly participated through Facebook chat)

Minutes

Call to order
At 2:04 PM Chair Paolo Barazon called the meeting to order.
Designation of Secretary
Validation of quorum
The Chair directed the secretary-designate to validate the presence of a quorum. With six (6) Board members present: Johnny Alegre, Roel Balingit, Jenna Delos Reyes, Eugene Villar and Paolo Barazon, the Chair declared the presence of a quorum, while Josh Lim is participating through Facebook chat.
Approval of Minutes
The Chair read the minutes of the meeting last May 24. After the reading of the minutes, a motion to approve the minutes was made by Eugene Villar, and seconded by Jenna Delos Reyes, there being no objection the Minutes of the May 24 meeting were approved.
Board actions since May 24
The Chair went over the resolutions passed by the Board since the last meeting:
Agenda
The Chair went over the proposed agenda. A motion to adopt the proposed agenda was made by Roel Balingit and seconded by Jenna Delos Reyes, there being no objection the Agenda for the meeting was adopted.

The Chair acknowledged the presence of JP Antes at 2:48 PM.

Overview of Officers' Functions
The Chair also made a presentation of officer functions, during which there were short discussions to explain the functions in detail that were not necessarily provided in the presentation as per the By-laws.
Election of new Officers of the Board
With the presentation and discussion of officers' functions disposed, and a consensus reached to commence the elections in the following sequence: Chair, Vice Chair, President, Vice President, Secretary and Treasurer. Josh Lim and Vanj Padilla were contacted through Facebook and Viber respectively, only Vanj Padilla was available to participate.
  • The Chair Paolo Barazon then opened the nominations for Chairman of the Board:
Johnny Alegre nominated Eugene Villar, the latter accepted the nomination. Roel Balingit nominated Paolo Barazon, the latter accepted the nomination. JP Antes closed the nominations, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands: With five (5) votes for Eugene Villar and three (3) votes for Paolo Barazon, the Chair declared Eugene Villar as the new Chairman of the Board of Trustees.
Eugene Villar immediately assumed as Chair to preside over the rest of the meeting.
  • The Chair Eugene Villar then opened the nominations for Vice Chairman of the Board:
Johnny Alegre nominated Josh Lim, with the latter unable to accept the nomination, the nomination was not recognized; in lieu Paolo Barazon was nominated who accepted the nomination. JP Antes nominated Jenna Delos Reyes, the latter accepted the nomination. Marco San Andres closed the nominations, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands: With three (3) votes for Paolo Barazon and four (4) votes for Jenna Delos Reyes, the Chair declared Jenna Delos Reyes as the new Vice Chair of the Board of Trustees.
  • The Chair Eugene Villar then opened the nominations for President:
Paolo Barazon nominated Johnny Alegre, the latter accepted the nomination. Jenna Delos Reyes nominated Paolo Barazon, the latter declined the nomination. Eugene Villar nominated JP Antes, the latter accepted the nomination. Roel Balingit closed the nominations, which was seconded by Marco San Andres.
The Chair called for a show of hands: With five (5) votes for Johnny Alegre and three (3) votes for JP Antes, the Chair declared Johnny Alegre as the new President of Wikimedia Philippines.
  • The Chair Eugene Villar then opened the nominations for Vice President:
Johnny Alegre nominated JP Antes, the latter accepted the nomination. Jenna Delos Reyes nominated Paolo Barazon, the latter accepted the nomination. Marco San Andres closed the nominations, which was seconded by Roel Balingit.
The Chair called for a show of hands: With two (2) votes for JP Antes and five (5) votes for Paolo Barazon, the Chair declared Paolo Barazon as the new Vice President of Wikimedia Philippines.
  • The Chair Eugene Villar then opened the nominations for Corporate Secretary:
Roel Balingit nominated JP Antes, the latter accepted the nomination. JP Antes nominated Marco San Andres, the latter accepted the nomination. Roel Balingit closed the nominations, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands: With four (4) votes for JP Antes and three (3) votes for Marco San Andres, the Chair declared JP Antes as the new Corporate Secretary of Wikimedia Philippines.
  • The Chair Eugene Villar then opened the nominations for Treasurer:
JP Antes nominated Roel Balingit, the latter accepted the nomination. Paolo Barazon closed the nominations, which was seconded by Jenna Delos Reyes.
The Chair called for a show of hands: With six (6) votes for Roel Balingit and one (1) abstention, the Chair declared Roel Balingit reelected as Treasurer of Wikimedia Philippines.
The Chair recapped the newly-elected/reelected officers of Wikimedia Philippines:
  • Chairman of the Board: Eugene Alvin S. Villar
  • Vice Chairman of the Board: Ma. Jenna Mae S. Delos Reyes
  • President: Juan Bautista H. Alegre
  • Vice President: Allan Paolo C. Barazon
  • Secretary: John Paul D. Antes
  • Treasurer: Jose Roel G. Balingit

John Paul Antes assumed as Secretary of the Meeting.

In view of the foregoing, the following resolution was adopted:

RESOLVED, that the Corporation be, as it is hereby, authorized to enter into transaction and/or avail of products or facilities of, or brokered by, or through the intermediation of Bank of the Philippine Islands, or any of its branches, affiliates, and wholly/partly owned subsidiaries (hereinafter individually or collectively referred to as “BPI” for the purpose of these resolutions), including but not limited to, deposit accounts (including phone/electronic/Internet banking facilities), cash management services, and similar transactions as the Corporation may deem reasonable, beneficial and in the furtherance of the interest of the Corporation;

RESOLVED, that the Treasurer and President/Vice President of the Corporation be, as they are hereby, authorized to sign, for and in behalf of the Corporation any documents, papers, instruments, checks, withdrawal slips, debit and credit instructions, fund transfer instructions, check encashment/endorsement, forms, agreements, or contracts as may be appropriate and/or required for the implementation of the foregoing powers/transactions, authorized above;

Position Name of Incumbent Officer Signature
Treasurer Jose Roel G. Balingit
President Juan Bautista H. Alegre
Vice President Allan Paolo C. Barazon

RESOLVED, that the Corporate Secretary of the Corporation be authorized, as they are hereby authorized, to submit the updated lists of incumbent officers occupying the abovementioned positions, from time to time;

RESOLVED FURTHER, that in addition to the cited signatories, any one of the following corporate personnel has the authority to inquire on matters pertaining to the corporation’s account, e.g. outstanding balances, as well as the authority to confirm the due issuance of the corporation’s checks, the correctness of all entries thereon, and/or its regularity (vis-à-vis technical validity/deficiencies) of the same and any other related transactions/matters:

Position Name of Incumbent Officer Signature
Treasurer Jose Roel G. Balingit

RESOLVED FURTHERMORE, that the authorized signatories are hereby given authority to submit the updated list of authorized personnel occupying the abovementioned positions whenever applicable and necessary;

RESOLVED FINALLY, that this Resolution shall remain valid, subsisting and enforceable unless subsequently modified, revoked, or superseded by a resolution of the Board of Trustees and a copy of such resolution is actually received by BPI.

Approval of Pending and New Members Application
The Chair noted that the last membership application approved was back on January 18, which was Joel Aldor's, bringing the total number of members to 122. This was due to a moratorium observed by the Board as a result of a provision in the Election Code. Since then, there has been 15 pending applications, some of which have remitted their membership fees (which would take effect on the day their membership applications are approved).
Roel Balingit cited a few examples of applicants who may have mistaken expectations about membership in the organization. Roel Balingit moved to table the approval of new membership applications until the applicants are certain of their intent in joining the organization. Johnny Alegre clarified, if the applicants would be required to have a face-to-face interview with the Board, which approves applications, to which Roel Balingit replied it may not be necessary, seeing other forms of communication can be utilized in lieu of it. The Chair acted on the pending motion, there being no objection, the motion was carried.
Eugene Villar also suggested that changes be made to the membership application form, which should ideally include questions about their expectations from the organization, awareness of member duties and responsibilities (linking it to the Membership provision in the By-laws), affiliation with any member of the organization. Roel Balingit asked to consider obtaining TIN information as this is already among the fields to be filled in the new Annual Income Tax Return (1702) of the Bureau of Internal Revenue, even for members of a non-profit organization, for members who are not yet of working age, it will be understood if they cannot yet provide it.

The Chair acknowledged the departure of Jenna Delos Reyes at 4:25 PM.

Adjournment
There being no further business to come before the meeting, upon motion of Johnny Alegre, there being no objection, the meeting was adjourned at 5:01 PM.


I hereby certify to the correctness of the foregoing.


John Paul D. Antes
Secretary


  • Approved on 10 October 2014.