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Board Meeting 2014-10-04
From Wikimedia Philippines
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| Notice of meeting: 2 October 2014
Location: Montojo Street, Tejeros, Makati City, PH
Time: 2:30 PM – 10:00 PM
- Call to order
- Determination of a Quorum
- Approval of Minutes of the Last Meeting
- Reading and Approval of the Agenda
- Board actions since last meeting*
- Activity updates
- Board governance*
- Pangasinan Wikipedia Edit-a-thon*
- Proposed Board resolutions
- Other Matters
- Online quorum*
- Wikipedia merchandise distribution
- (*) Not tackled
- 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
- Joel Aldor, Zach Pagkalinawan
- 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.
- 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:
- 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.
- 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.
- 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. 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.
- 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.
- 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.
- 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:
- 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" 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:
- 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:
- 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.
- 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.
- Approved on 06 December 2014.