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Board Meeting 2014-10-04

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Notice of meeting: 2 October 2014
Location: Montojo Street, Tejeros, Makati City, PH
Time: 2:30 PM – 10:00 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. Board actions since last meeting*
  6. Activity updates
  7. Reports
    1. Wikimania*
    2. Board governance*
    3. Pangasinan Wikipedia Edit-a-thon*
  8. Proposed Board resolutions
    1. Tax Exemption Application
    2. Freedom of Panorama Project Budget
    3. Travel Approval Policy
    4. Membership Fee Application (tabled for further discussion)
    5. Remuneration Policy
    6. Per Diems and Honoraria Guidelines
    7. Membership Verification
  9. Other Matters
    1. Online quorum*
    2. Wikipedia merchandise distribution
  10. Adjournment

Notes
(*) Not tackled

Attendance

Present
  • Juan Bautista Alegre, President
  • John Paul Antes, Secretary (arrived 8:01 PM)
  • Jose Roel Balingit, Treasurer
  • Ma. Jenna Mae Delos Reyes, Vice Chair (left 6:22 PM)
  • Tristan Marco San Andres
  • Eugene Alvin Villar, Chair
Not present
  • Allan Paolo Barazon, Vice President
  • James Joshua Lim (out of the country)
  • Vangie Padilla
Guest
  • Joel Aldor, Zach Pagkalinawan

Minutes

Call to order
At 2:42 PM Chair Eugene Villar called the meeting to order.
Designation of Secretary
The Secretary JP Antes, notified before the meeting that he will not be able to attend on time and had requested Roel Balingit to cover for him. The Chair designated Roel Balingit as the secretary of the meeting.
Validation of quorum
The Chair directed the secretary-designate to validate the presence of a quorum. With five (5) Board members present: Johnny Alegre, Roel Balingit, Jenna Delos Reyes, Marco San Andres and Eugene Villar, the Chair declared the presence of a quorum.
Approval of Minutes
The Chair deferred the reading and approval of the minutes of the previous meeting, as Internet connection was erratic and no information could be obtained from the website where the minutes are posted.
Agenda
Since Internet connection was a problem, the agenda on the website could not be referred to. The Chair decided to dispense with the order of business in the proposed agenda and to just proceed with discussing the Membership Verification resolution filed by Johnny Alegre which had hard copies, other items in the agenda will be discussed once their texts become available.
Proposed resolutions
  • Membership Verification
    President Johnny Alegre proposed to verify existing member interest in the organization, which would result to the termination of members who have not shown "active participation" in the affairs of the organization. In the discussion that followed, it was noted that from the original nine founding members when Wikimedia Philippines was incorporated on April 12, 2010, a total of 113 members has since been admitted, including others that may have been approved by the Board without recognizing the implications of admitting new members who may not be fully aware of their responsibilities and obligations under the law (Corporation Code of the Philippines).
The need to have complete member data was also underscored, including Tax Identification Number which is a required information in the General Information Sheet, by-laws adoption that need to be submitted to the Securities and Exchange Commission, and until recently the Annual Income Tax Return (Schedule 8) of the corporation that need to be submitted to the Bureau of Internal Revenue. It was agreed in the process that:
  1. The Membership Verification drive will be tasked to the Membership Committee which was agreed to be composed of Johnny Alegre (President), Eugene Villar (Chairman), JP Antes (Secretary) and Marco San Andres, with the President as committee chair.
  2. November 30, 2014 will be the target date of the first phase of membership compliance: to gather the required information from members who would still signify their continued interest and membership in the organization.
  3. To amend certain texts in the proposed resolution, including the deletion of a section on the privacy of information that will be gathered which was deemed redundant as the prevailing Privacy Policy nevertheless still applies to it, and writing certain sections for easier comprehension.
While the text of the proposed resolution was being revised, it was agreed to pend its approval and to proceed to other proposed resolutions as their text were already retrieved after abruptly obtaining Internet connection.
  • Tax exemption compliance resolutions
    Treasurer Roel Balingit, presented three proposed resolutions that are related to each other; he further remarked that these proposed resolutions would be needed for the Tax Exemption Application of Wikimedia Philippines under Bureau of Internal Revenue (BIR) RMO 20-2013.[1] The Treasurer has been working with Mr. Fidel Magno (external auditor) to meet these requirements, that includes the submission of its modus operandi under Section 3(h) of the RMO.
  • Remuneration Policy
    Included under Section 3(h) of the RMO is a "narrative of anticipated receipts and contemplated expenditures". The Treasurer recommended the passage of a policy that will govern remuneration that the organization should already be open to provide, as administrative work and project activities are, unlike before, already too tasking and requires significant investment of time, unless these are already tasked to a regular paid staff (employee), which is still unlikely for the time being. Failure to declare such type of expenditure in its modus operandi will require the organization to file another submission to the BIR before the organization can provide for it.
I. Board of Trustees

Members of the Board of Trustees shall not be entitled to any compensation for the performance of their regular and ordinary duties in compliance with the Corporation Code of the Philippines (B.P. 68), the National Internal Revenue Code (R.A. 8184) and other pertinent regulations on non-profit organizations; however, as permitted by law, they shall be entitled to claim reimbursement for the payment of expenses incurred in the course of performing their regular and ordinary duties or reasonable per diems as may be approved by the Board.

II. Staff and employee

Compensation and other remuneration benefits for hired staff or employee must be industry competitive but not exorbitant in order to attract and retain their services and minimize turnovers that can derail the organization’s administrative operations and regulatory compliance.

III. Honoraria

Honoraria may be paid to anyone who act as lecturers, resource persons, coordinators, or facilitators in seminars, training programs, workshops, and other similar activities conducted to fulfill the purposes of the organization. The rates of honoraria as may be determined by the Board shall depend on the level of responsibilities, nature of work rendered, extent of individual contribution to produce the desired outputs and subject matter expertise.

  • Per Diems and Honoraria Guidelines
    In relation to the proposed Remuneration Policy, it was also recommended by the Treasurer to already set the guidelines and rates of per diems and honoraria the organization may be able to provide. Johnny Alegre finds that the rates are relatively still low, however the Treasurer countered, that the organization must ensure the rates will not be exorbitant to comply with a recent BIR circular, which did not however prescribe actual rates to define what it considers reasonable and not exorbitant, hence the President recommended the insertion of "prevailing industry rates", which was accepted as an amendment to provision # 9.
The Chair, recommended qualifying #7 further, as it provides a lot of leeway to anyone who may invoke other payment arrangements. The Vice Chair Jenna Delos Reyes highlighted that it has a potential for abuse as it did not indicate who is authorized to make these payment arrangements, and recommended to require Board approval for these other payment arrangements, which was accepted.

WHEREAS, Articles of Incorporation allows the payment of “ × × × reasonable compensation to staff members and consultants for actual and substantive services rendered in the furtherance of the purpose of the Corporation × × × ;”

WHEREAS, Per diem is a daily allowance given for each day an officer or employee was away from his home base or permanent station;

WHEREAS, A person performing essential administrative tasks or fulfilling the purposes of the organization through project activities is also away from his home base or permanent station at work or similarly consumes an equivalent amount of time;

WHEREAS, the Section 30 of the Corporation Code of the Philippines authorizes the granting of reasonable per diems, which is distinguished by law from regular emolument;

NOW THEREFORE, it is hereby RESOLVED, to provide for Per Diems and Honoraria Guidelines, as follows:

  1. Any person who is performing administrative tasks or is executing ground project activities not otherwise already contracted or hired for the purpose for a specified amount or covered by other payment arrangements is allowed to claim per diems for every four (4) hours of work, regardless of their position in the organization.
  2. Per diem and honorarium rates, net of applicable withholding taxes, are hereby prescribed as follows:
    1. Administrative work. The amount of ₱750 for every four (4) hours, but not more than ₱1,500 per day and not more than ₱3,000 per week of per diem may be availed.
    2. Project activity execution. For project activity execution, honorarium may be as much as ₱1,000 for every four (4) hours, but shall not be more than ₱2,000 per day, provided, that the amount must be commensurate to the work performed as certified and recommended by the project lead.
      However, a formally employed (not including self-employed) person, who is necessitated and tasked to execute the ground project activity during his work day may avail of a higher per diem rate, equivalent to his daily salary rate, if he presents a valid document (i.e. recent payslip, certificate of employment with remuneration) reflecting the amount.
  3. Per diems and honoraria payments may only be made if an allocation is present in the budget.
  4. Per diems and honoraria payments shall be made only on a reimbursement basis and no cash advance shall be used to claim these aforementioned per diem payments.
  5. The Treasurer, or if the Treasurer is the claimant, the President, must review the appropriateness of a per diem and honorarium payment, based on duly accepted actual reports or itemization of tasks before a per diem and honorarium payment is approved.
  6. The Administration Committee may adopt more specific guidelines to assess or measure productivity.
  7. This resolution shall not preclude the operation of other particular per diem, honorarium or other allowance payment arrangements as approved by the Board based on prevailing industry rates.
  8. Per diems and honoraria claims on work or task accomplished for up to sixty (60) days prior to the approval of this resolution may be approved based on the above-mentioned guidelines.
  9. No increase in these rates shall be allowed within one (1) year from the approval of this resolution, and any increase from these prescribed rates must not be exorbitant and must be in full consideration of relevant regulations on non-government organization remuneration, and shall take effect only after a regular election of organization officers shall have taken place.
  • Tax Exemption Application
    The Treasurer also relayed the text of a proposed resolution from the external auditor for the Board to approve. The submission of the requirements under RMO 20-2013 was also a precondition for the external auditor to sign the 2013 Financial Statements.

RESOLVED, that Wikimedia Philippines shall apply for Tax Exemption with the Revenue District Office (RDO) of the Bureau of Internal Revenue where it is registered as a qualified Organization under Section 30 of the National Internal Revenue Code of 1997, as amended;

RESOLVED FURTHER, that it will submit several documents which include Certified True Copies of Income Tax Returns and Financial Statements for the last three (3) years of its operations;

RESOLVED FINALLY, that in connection with the application for Tax Exemption of the Organization, the Treasurer Jose Roel Balingit, is hereby authorized to sign all documents and act for and in behalf of the Organization.

With no further concerns raised on the three related proposed resolutions, the President moved for the omnibus approval of the three resolutions, which was seconded by the Vice Chair Jenna Delos Reyes. The Chair then called for a viva voce vote, with five (5) ayes (Alegre, Balingit, Delos Reyes, San Andres and Villar) and no objection, the foregoing resolutions were approved in their finalized text versions.
  • Membership verification (continuation)
    With the text of the proposed resolution finalized in view of the foregoing discussion, a motion to adopt the proposed resolution was made by the President, which was seconded by the Vice Chair. The Chair then called for a viva voce voting, with five (5) ayes (Alegre, Balingit, Delos Reyes, San Andres and Villar) and no objection the following resolution was adopted:

WHEREAS, Article II, Section 1 of the By-laws requires that members have “genuine interest and active involvement in the affairs of the Corporation”;

WHEREAS, the resolution creating committees on August 9, 2011, tasked the Membership Committee to “ensure that current members are compliant with the qualifications for membership”;

WHEREAS, the Corporation must also ensure that it has accurate and up-to-date information of its members to enable it to effectively communicate with and fulfill its obligations to the members as required by law to ensure their full participation in its affairs;

WHEREAS, obtaining other member data and information expedites the production of documents that are required to be filed with government agencies;

WHEREAS, the Corporation Code of the Philippines requires that “× × × (t)he by-laws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. × × × ;”

WHEREAS, apart from the By-laws, there are other Corporate acts that require the concurrence of members, and in complying with the law and in the Corporation’s bid to be a certified non-profit organization, the Corporation needs to have good documentation and in the process, whenever it is practicable, have its members sign the Membership Book and other Corporate acts that require their concurrence as documentary proof whenever the same is required by government agencies to be presented, such as but not limited to the adoption and amendments of By-laws and Articles of Incorporation;

WHEREAS, the Securities and Exchange Commission requires signatories to these aforementioned documents must also indicate their Tax Identification Number (TIN), or current passport numbers for non-resident aliens, as documentary proof of their concurrence to these Corporate acts as required by the law;

NOW THEREFORE, it is hereby RESOLVED,

  1. Composition of the Membership Committee. The Membership Committee for 2014 to 2015 is hereby organized to be composed of Eugene Alvin Villar (Chairman of the Board), Juan Bautista Alegre (President), John Paul Antes (Secretary), and Marco Tristan San Andres. The President, Juan Bautista Alegre, shall chair the Membership Committee.
  2. Verification of Member Interest. The Membership Committee is hereby tasked to communicate with each member of the Corporation who was approved since the Corporation was incorporated if the member still intends to continue their membership in the Corporation with “genuine interest and active involvement” in its affairs and to fulfill their obligations as members as required by law and other Corporate acts.
    In case a member responded saying that they shall discontinue their membership, it shall be further and clearly communicated to them that the response will be construed as effectively resigning their membership from the Corporation.
    A member who has effectively resigned shall be immediately removed from the roster of the members of the Corporation.
  3. Required Information. Together with the communication to verify member interest, the Membership Committee is hereby further tasked to request each member to provide the following required information, if these are not on record, by November 30, 2014:
    1. Legal name (First name, Middle name, Last name, Suffix)
    2. Complete birthdate (MM-DD-YYYY)
    3. Gender, and prefix to be used (Mr./Ms./Mrs./etc.)
    4. Complete postal address
    5. E-mail address(es)
    6. Contact number(s) (landline, if available, and/or mobile)
    7. Citizenship
    8. Tax Identification Number (TIN) for Filipinos and resident aliens, or passport number for non-resident aliens
    9. Copy of a valid government-issued identification (e.g. passport, driver’s license, etc.)
    10. Preferred mode of communication (by post or by e-mail)

    The Membership Committee shall also request the following optional information:

    1. Wikimedia project username (if any)
    2. Occupation and employer, if employed
    3. Course and school, if a student
    4. Affiliation with other organization(s)
    5. Language(s) spoken

    The Membership Committee shall provide a form that may be used by the member to provide the required and optional information and that must be signed by the member.
    Refusal to provide the required information shall be construed as non-compliance with this Corporate act and shall be grounds for membership suspension, and if such suspension is carried out, such suspension shall be in effect as long as the refusal persists. The Membership Committee must however clearly distinguish refusal to provide the required information from inability to provide it. Providing false information shall be grounds for expulsion from the Corporation.
    These information shall likewise be required from member-applicants before their application is considered for approval.

  4. Communication Procedure. The communication to each member shall be in the form of a letter sent to the member’s e-mail address. If the e-mailed letter is undeliverable or the member has not responded within thirty (30) days of the delivery, the letter shall be sent by registered mail to the member's postal address with a prepaid return envelope. At the same time, the Membership Committee shall attempt to communicate with the member by phone or other available means of communication to remind the members of their need to respond to the communication.
    Failure to respond to the communication shall be construed as a lack of genuine interest and active involvement in the affairs of the Corporation and shall therefore be considered as a violation of their duty as a member of the Corporation which shall be sufficient grounds for the termination of their membership.
  5. Eligibility to Reapply. Any member whose membership may be terminated as a result of this Resolution shall not be barred from reapplying again as a member; provided, they shall ensure that they shall comply with the qualifications for becoming a member.
  • Membership Fee Application
    The Treasurer also introduced for Board consideration a measure to simplify the application of Membership Fee payments and synchronize it with the calendar year. The Chair commented that, this should address the confusion that was the root of a heated discussion during the annual meeting brought about by the current set-up.
The Chair and Marco San Andres recommended that, during the transition period (period when the membership fee payment expires until December 31). The Treasurer raised a concern that this will make tracking in the financial books more complicated, which the President agreed.
However, on the position of the President that all membership fee payments must be synchronized with the calendar year by 2015 and payments beyond 2014 will automatically be pushed forward to December 31 found objection from the Treasurer, reasoning that the organization does not earn interest on any advanced payments and would like to stick to his proposal to make a full payment for the remainder of the year a member has to transition to a calendar year. With no consensus reached, it was moved and agreed to table the discussion of the measure.
Suspension of meeting
Jenna Delos Reyes advised the Chair that she had to leave. The Chair, citing the absence of the quorum, suspended the meeting at 6:22 PM, as JP Antes who advised that he was still coming has yet to arrive.
Resumption of meeting
Meeting was resumed at 8:01 PM. The Chair recognized the presence of JP Antes.
Visit of Carolynne Schloeder and Anna Koval
Carolynne Schloeder (WMF Mobile Programs Director) and Anna Koval (Wikipedia Education Program Manager) will be visiting the Philippines on October 22 to 25. Smart Communications has provided them with a full schedule during their visit including scheduling a Tap and Learn Training Roadshow on October 24 in Balanga, Bataan. Roel Balingit would have to coordinate with Smart for the schedule to see if there are other activities WMPH would have to arrange.
Approval of Minutes
With records of the July 5, 2014 Minutes retrieved from the website, the Secretary-designate went over the previous minutes. Corrections to the minutes had to be made and a motion to amend/correct the minutes was made by Marco San Andres, and seconded by JP Antes, the Chair called for any objection, there being no objection, the amendment/correction to the minutes was approved.
Following the correction of the July 5 Minutes, a motion to approve the Minutes was made by Marco San Andres, which was seconded by JP Antes, the Chair called for any objection, there being no objection the Minutes to the July 5, 2014 Meeting was approved.
Proposed resolutions (continuation)
  • Freedom of Panorama Project Budget
    The Treasurer relayed to the Board, that WMPH received last August 26, the remittance for the "reallocations"[2] approved by the Wikimedia Foundation from the General Operations 2013 grant, including the budget for a "Legal opinion for Freedom of Panaroma in the Philippines". The Chair also commented that formalizing the use of the fund through an appropriation is part of our procedures. With a few clarifications from the President answered by the proponent, a motion to adopt the resolution was made by the Treasurer and seconded by Marco San Andres. The Chair called for a viva voce vote, with five (5) ayes (Alegre, Antes, Balingit, San Andres and Villar) and no objection, the following appropriation was passed as presented:

WHEREAS, Wikimedia Commons administrators interpret that there is no Freedom of Panorama in the Philippines;

WHEREAS, Wikimedia Commons administrators however find Freedom of Panorama in the United States at least for buildings;

WHEREAS, such interpretation of Philippine Intellectual Property laws which are similarly drawn from United States Intellectual Property laws prevent contributors to Wikimedia projects from uploading and contributing freely-licensed contemporary media taken in the Philippines;

NOW THEREFORE, it is hereby RESOLVED, To appropriate the sum of Sixty Thousand Pesos (₱60,000) from the reallocation approved by the Wikimedia Foundation for obtaining a legal opinion on Freedom of Panorama in the Philippines;

RESOLVED FURTHER, To authorize Jose Roel Balingit to represent Wikimedia Philippines and to enter into contract related to obtaining the legal opinion;

RESOLVED FURTHERMORE, That the legal opinion must be by prominent expert(s) on Philippine Intellectual Property laws;

RESOLVED FINALLY, That the legal opinion must be verifiable by the Wikimedia Foundation and Wikimedia Commons administrators.

  • Travel Approval Policy
    The Treasurer also presented for the approval of the Board a proposal for a Travel Approval Policy, almost similar to what the Wikimedia Foundation uses. A discussion ensued to define what constitutes "travel that requires approval from an approving officer", a clause qualifying the matter was agreed to be inserted.
The proponent also clarified the concern raised by the President on the applicability of this policy, and assured that it practically applies to everyone except those that are already stipulated. The Chair on the other hand cited the Participation Policy and made a distinction to reserve it for international travel, while this proposed policy will be reserved for domestic travel, he also cited the relevance of such policy to avoid any trips that are otherwise unnecessary that will be requested to be paid. With all points clarified and no further questions raised, a motion to approve the proposed policy was made by Roel Balingit, which was seconded by the Johnny Alegre. The Chair called for a viva voce vote, with five (5) ayes (Alegre, Antes, Balingit, San Andres and Villar) and no objection, the following policy was passed:

The purpose of this policy is to ensure that all travel, which is beyond conventional commuting distance, on behalf of Wikimedia Philippines ("WMPH") is appropriate and authorized. This policy applies only to travelers whose expenses are being paid by WMPH. All travel expenses are subject to the Expense Policy.

I. Overall statement of policy

A WMPH traveler is any person whose travel is paid in part or in whole by WMPH. The traveler shall:

  1. Become familiar with the provision of this travel policy before departure;
  2. Obtain prior approval for the trip as described below, unless such trips have already been approved by the Board or programmed in a Board approved activity; and
  3. Submit an expense report with necessary supporting documentation, including receipts and explanations as required.
II. Procedures and guidelines

Prior to departing on any travel on behalf of the WMPH, the traveler will seek approval in writing from the appropriate approving officer provided in the succeeding section.

  1. The request for approval should include: The destination for the trip, the duration, the purpose (including a list of activities or a specific agenda), as well as the approximate expected cost.
  2. Arrangements for travel should not be made until written approval is received.
  3. Upon return, an expense report must be completed and co-signed by the approving officer.
  4. Depending on the purpose of the trip, the approving officer may request a summary report from the traveler within thirty (30) days, after he/she has returned. This summary report should include accomplishments, findings and recommendations that can potentially be shared with others.
III. Approving officers

A WMPH traveler who will be traveling on WMPH business, within or outside of the country shall require written authorization from the President, unless;

  1. The traveler is the President who will be traveling on WMPH business that is out-of-country shall require written authorization from the Chairman of the Board;
  2. A project team member who will be traveling in the course of the project activity shall require written authorization from the Project lead;
  3. When any member of the Board of Trustees or officer travels on WMPH business, he/she will write a summary report, upon return, which will be sent to the Board of Trustees.
IV. Responsibilities

The approving officer shall:

  1. Determine whether travel and the expected travel expenses are necessary;
  2. Pre-authorize travel (in writing); and
  3. Ensure that any expenses reimbursed or paid for by WMPH comply with the Expense Policy and approve expenses in accordance with this policy.
Other matters
  • Wikipedia merchandise distribution
    The President asked if members of the Board could be provided every Wikipedia branded merchandise or giveaways like pens, ID lanyards, shirts, umbrellas. The Treasurer replied that it shouldn't be a problem for small value items like pens and ID lanyards as anyone could be provided with it (if there are stocks), and for bigger value items Board members should somehow "earn" it. The Chair commented that he does not want to create any impression that members of the Board are automatically entitled to receive every Wikipedia branded merchandise, and recommended further to allow the person-in-charge to determine how to distribute the items according to its purpose, like distribution of shirts for a particular project should be decided by the project lead.
Adjournment
Due to the late hour, upon motion of Roel Balingit, there being no objection, the meeting was adjourned by the Chair at 9:51 PM.


I hereby certify to the correctness of the foregoing.


Roel Balingit
Secretary–designate

  • Approved on 06 December 2014.

Annotations
  1. BIR Revenue Memorandum Order 20-2013.
  2. Grants:PEG/WM PH/General operations 2013/Reallocation and Grants:PEG/WM PH/General operations 2013/Reallocation 2
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