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Board Meeting 2015-03-28

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Notice of meeting:
Location: Mario Feir Library, Taguig and Montojo St, Tejeros, Makati City, PH
Time:

Agenda

  1. Call to order
  2. Determination of a Quorum
  3. Reading and Approval of the Agenda
  4. Resolution on Independent Auditor Appointment
  5. Mr. Ballesteros Presentation on Project Proposals for 2015-2016
  6. Annual General Meeting
  7. Board of Trustees Election
  8. New Virtual Office service provider
  9. Amendment of the Election Code
  10. Membership Verification Extension
  11. Executive Session
  12. Asaf Bartov's Concerns
  13. Adjournment

Notes

Attendance

Present
  • Eugene Alvin Villar, Chairman
  • Juan Bautista Alegre, President
  • Allan Paolo Barazon, Vice President
  • John Paul Antes, Secretary
  • Jose Roel Balingit, Treasurer
  • Vangie Padilla
  • Tristan Marco San Andres

Not present:

  • Ma. Jenna Mae Delos Reyes, Vice Chair (With Notice, On Official Leave)
  • James Joshua Lim

Guests:

  • Asaf Bartov, Wikimedia Foundation
  • Vera Villocido, Internal Auditor
  • Joseph Ballesteros

Minutes

Call to order
At 2:35 PM Chairman Eugene Alvin Villar called the meeting to order.
Validation of quorum
The Chair directed the secretary to validate the presence of a quorum. With seven (7) Board members present: Johnny Alegre, Roel Balingit, Paolo Barazon, JP Antes, Eugene Villar, Tristan Marco San Andres, and Vanj Padilla, the Chair declared the presence of a quorum. The Chair also acknowledged the presence of the guests: Mr. Asaf Bartov, Ms. Vera Villocido, and Mr. Joseph Ballesteros.
Agenda
The Chairman went over the proposed agenda. A motion was made by President Johnny Alegre to rearrange and prioritize some items from the agenda to give way to more expedient items in need of Asaf's advice. A motion to adopt the rearranged agenda was made by Treasurer Roel Balingit and seconded by Secretary JP Antes, there being no objection the revised Agenda for the meeting was adopted.
Resolution on Independent Auditor Appointment
Mr. Balingit, the Treasurer, disclosed to the Board the need to maintain the regular services of a certified public accountant (CPA) to ensure among others its compliance with all pertinent regulations of the Bureau of Internal Revenue (BIR), Securities and Exchange Commission (SEC) and other funding agreements. The Treasurer elaborated that the Corporation needs to restate its financial statements for the fiscal years 2010, 2011 and 2012 with all the accompanying attachments required by the BIR and SEC and to have its 2013 and 2014 financial records examined and reviewed by an independent auditor to complete its financial statements for the said years, with the latter due for filing with the BIR and SEC on April 15, 2015 and May 8, 2015. In view of the matter, Mr. Balingit recommended to the Board the appointment of Mr. Jerome Victor Ballesteros as Independent Auditor. Mr. Joseph Ballesteros, the former President and Board of Trustee, affirmed that he is not related in any way to the nominated Independent Auditor. The Chair called for a viva voce vote, with seven (7) ayes (Alegre, Antes, Balingit, Barazon, Padilla, San Andres and Villar) and no objection, the following resolution was passed as presented:

WHEREAS, Wikimedia Philippines (the "Corporation") needs to maintain the regular services of a certified public accountant to ensure among others its compliance with all pertinent regulations of the Bureau of Internal Revenue (BIR), Securities and Exchange Commission (SEC) and other funding agreements;

WHEREAS, the Corporation needs to restate its financial statements for the fiscal years 2010, 2011 and 2012 with all the accompanying attachments required by the BIR and SEC;

WHEREAS, the Corporation needs to have its 2013 and 2014 financial records examined and reviewed by an independent auditor to complete its financial statements for the said years, with the latter due for filing with the BIR and SEC on April 15, 2015 and May 8, 2015,[1] respectively;

WHEREAS, fully-compliant financial statements throughout the years will help the Corporation secure a Tax Exemption Ruling as per BIR's RMO 20-2013;[2]

WHEREAS, Section 4, Articles VI of the By-laws mandates that "(t)he financial record of the Corporation shall be subject to an annual audit by an independent auditor with an accreditation from the Board of Accountancy and the Bureau of Internal Revenue;

WHEREAS, the Board has received and reviewed information with regard to the qualifications and services offered by Jerome Victor Ballesteros, a certified public accountant with accreditation from the Board of Accountancy and the BIR;

WHEREAS, Joseph Ballesteros, President and Chairman of the Board of Trustees from 2011 to 2012 affirmed that he is not related with Jerome Victor Ballesteros;

NOW THEREFORE, it is hereby RESOLVED, that Jerome Victor Ballesteros is hereby appointed as Independent Auditor of Wikimedia Philippines for the purpose of conducting and examining the Corporation's financial books, procedures, records and other pertinent documents, and the preparation and certification of the Corporation's financial statements;

RESOLVED FURTHER, that the Independent Auditor shall also be contracted for the purpose of ensuring the compliance of the Corporation with the Bureau and Internal Revenue, Securities and Exchange Commission and its other funding agreements.

Mr. Ballesteros' presentation of project proposals
  • 2015-2016 Bikol Wikipedia Edit-a-thons
    Mr. Ballesteros shared to the Board that the project was conceived during the visit of WMPH President Johnny Alegre to the Bikol Community last December 21, 2014. The initial plan is there will be six (6) edit-a-thons starting from June 2015 to April 2016 that will be held every other month. One of the events will include a photo scavenging hunt. There will be meet-ups in between the edit-a-thons to track the progress of the previous event as well as to communicate the development of the community. The priority venues for the edit-a-thons will be in schools or universities that have computers with reliable internet connections. Possible venues include the Camarines Sur Polytechnic Colleges and the Central Bicol State University of Agriculture. Other venues may be considered depending on the discussions of the Bikol Community. The Chair called for a viva voce vote, with seven (7) ayes (Alegre, Antes, Balingit, Barazon, Padilla, San Andres and Villar) and no objection, the following resolution was passed as presented:

RESOLVED, to approve the 2015-2016 Bikol Wikipedia Edit-a-thons project as proposed by Joseph Ballesteros and to be lead by Dindin Daliva;

RESOLVED FURTHER, to allocate the sum of Fifty-Two Thousand Thirty Pesos (₱52,030.00) from the budget for Philippine Wikimedia Communities in the 2015 Annual Program Plan grant for the 2015 activities of the project;

RESOLVED FURTHERMORE, to allocate the sum of Twenty-Six Thousand Four Hundred Pesos (₱26,400.00) in the Organization's 2016 Program Plan for the 2016 activities of the project.

  • 2015 Waray Wikipedia Edit-a-thon
    Mr. Ballesteros discussed that the project was conceived during the visit to the University of the Philippines Visayas Tacloban College by the Wikimedia Philippines last November 21, 2014. The U.P. Leyte-Samar Heritage Center agreed to host the Waray Wikipedia Edit-a-thon. The Sinirangan Bisaya Wikimedia Community is the one who will manage the whole event. Wikimedia Philippines volunteers from Manila will help in assisting the participants on wiki editing. A day before the actual edit-a-thon, the project team will visit the Leyte Normal University (LNU) in Tacloban to conduct a presentation on Wikipedia and other Wikimedia Projects and discuss possible future collaboration with the university. The Chair called for a viva voce vote, with seven (7) ayes (Alegre, Antes, Balingit, Barazon, Padilla, San Andres and Villar) and no objection, the following resolution was passed as presented:

RESOLVED, to approve the Waray Edit-a-thon project as proposed by Joseph Ballesteros and lead by Michael Glen Ong;

RESOLVED FURTHER, to allocate the amount of Fifty Thousand Six Hundred Pesos (₱50,600.00) from the budget for Philippine Wikimedia Communities in the 2015 Annual Program Plan grant for the said project.

  • Editing Wikipedia Brochure – Comics Edition
    Mr. Johnny Alegre, the President, shared his observation that most people are intimidated when using technical handouts. He proposed the use of comics as handouts for edit-a-thons to provide more friendly and accessible materials especially for children. Mr. Balingit conveyed his apprehension to the the extent in which comics materials would be fully utilized, citing Wikipedia brochures are designed to be easily understood. He also raised the issues on printing costs and the possibility for Wikimedia Foundation to change the contents of materials every occasionally, which should require the brochures to be updated. Without any consensus reached, the President moved to defer the discussion on the use of comics materials, but Mr. Balingit suggested that a sample one-page illustration or layout be shown by the proponent in order to understand how will this be different from what WMF and other chapters have produced. Mr. Asaf Bartov, with permission to provide feedback, that the project proposal did not have a "good" measure of success.
Annual General Meeting 2015
The Treasurer Mr. Balingit encouraged the Board to finalize the date of 2015 Annual General Membership (AGM) Meeting. President Johnny Alegre suggested to schedule the AGM on June 27 and that the venue may be held somewhere identified by the President.
Election of the Board of Trustees 2015
Chairman Eugene Alvin Villar noted that the Election Committee must be comprised by members of the Board of Trustees whose term will not be expiring in 2015. President Johnny Alegre, Vice President Allan Paolo Barazon, and Board of Trustees Member Marco San Andres volunteered to be members of the Election Committee. Chairman Villar made a motion to convene the membership composition of the Election Committee. The Chair then called for a viva voce vote, with seven (7) ayes (Alegre, Antes, Balingit, Barazon, Padilla, San Andres and Villar) and no objection, the following resolution was passed as presented:

RESOLVED that the 2015 Election Committee composed of Allan Paolo Barazon as chair and Juan Bautista Alegre and Tristan Marco San Andres as members, is hereby organized to supervise the elections for members of the Board of Trustees and Auditor on the 2015 Annual Meeting.

New Virtual Office service provider
Mr. Balingit also presented the proposal to move to another virtual office service provider to save on overhead costs. President Johnny Alegre moved to defer the discussion for later time. Without any objection, the motion was approved.

Meeting suspended at 3:47 PM to transfer to another location.

Meeting resumed at 4:54 PM.

Amendment of the Election Code
An amendment to Section 6 of the Election Code was presented, which was followed by a discussion. The Chair made a comparison of the current provision, and the proposed revision. Ms. Vangie Padilla inquired why a candidate will be given until the end of the filing period to qualify, to which Mr. Asaf Bartov, with permission to respond, thinks it simplifies the qualifying process. President Johnny Alegre moved to defer any action to move to more important concerns, without any objection, the motion was approved.
Membership Verification Extension
President and Membership Committee Chairman Johnny Alegre recommended to the Board the extension of the Membership Verification, and further defining some provisions in the by-laws. A discussion followed, where the construction of the proposed resolution was changed for clarity. Mr. Asaf Bartov, with permission to provide feedback, shared the experience of another chapter which was burdened by associates and friends of a certain member, he had to intervene just to resolve its membership problem. Mr. Bartov believes that identifying and retaining "real members" is the right way to go for the chapter. The Chair then called for a viva voce vote, with seven (7) ayes (Alegre, Antes, Balingit, Barazon, Padilla, San Andres and Villar) and no objection, the following resolution was passed as presented:

WHEREAS, Resolution No. 157 set the completion of the Membership Verification by November 30, 2014;

WHEREAS, the Membership Committee and the Board in general was interrupted by superseding causes that prevented it from completing their task;

NOW THEREFORE, it is hereby RESOLVED, that the completion of the Membership Verification shall be extended until before the Regular Meeting of 2015;

RESOLVED FURTHER, that the clause "genuine interest and active involvement" under Section 1, Article II of the By-laws shall mean that a member in the last two years should have:

a. participated in at least an official project or activity of the organization, or personally attended an annual meeting; and
b. been a regular member for at least a year.

The Board excused Mr. Ballesteros from the meeting, and the Board held a confidential Executive Session at 7:05 PM.

The Board resumed to Regular Session at 7:22 PM.

Other Matters
  • Asaf Bartov's Concerns
    Mr. Asaf Bartov of Wikimedia Foundation discussed to the Board the following areas concerning the WMPH Chapter:
A. Governance
  1. At least 2 members of the Board have physical access to the actual bank accounts
  2. Bank statements must be sent in black and white
  3. Scan the bank statements/financial statements and send copies to all the members of the Board
  4. Account records must be shared
  5. WMPH members must have access to actual financial records of the Chapter
  • As action plan, the Treasurer will provide photocopies of bank statements as soon as they become available to the President, Vice President (both are signatories to the bank account), as well as the Chairman of the Board and the Auditor instead of supplying the entire Board with scanned copies to prevent the bank statements to be leaked online. The Treasurer added, that there has been no request to access financial information, and reiterated every member has a right to it.
B. Calling for regular assemblies or general membership meetings, monthly or quarterly, to solicit feedback from the members
  • As action plan, the Board will open up its regular meetings to other members to solicit their input on organizational matters.
C. Degree of Initiatives from the outside of the Board, including non-members and outside the Chapter
  1. Instill to the members the sense of ownership of a project
  2. Encourage innovative ideas from the members

The Chair acknowledged the departure of Tristan Marco San Andres at 6:50 PM.

D. 2015 Annual Program/Budget Plan
  1. It must be supported by programmatic expenses by focusing more on programmatic activities that have impacts
  2. Cultivate new activities
  3. Align the activities to the Foundations' interests
E. English Wikipedia
  1. Develop core understanding
  2. Provision of FAQs
  3. Ensure that members of the Board will not misrepresent the organization
F. Sharing or non-sharing of the information
  1. When did it happen? Why?
  2. Examine:
a. Is it relevant?
b. Is there no other way to resolve the issue?
c. Leave a room for open discussion
Adjournment

There being no further business to come before the meeting, the meeting was adjourned at 8:05 PM.


I hereby certify to the correctness of the foregoing.


John Paul D. Antes
Secretary

  • Approved on 30 May 2015.

Annotations
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