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Board Meeting 2015-04-25

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Notice of meeting:
Location: Venice Piazza, McKinley Hill, Taguig City
Time:

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. Proposed resolutions
    1. Substitute Representative to Wikimedia Conference 2015
    2. Amending Section 6 of Election Code
    3. Authorization to enter into Contract with vOffice Philippines Inc.
    4. Code of Conduct Policy
  6. Other Matters
    1. 2015 Annual General Meeting
    2. Membership Verification Drive
    3. Berlin Declaration on Open Access to Knowledge in the Sciences and Humanities
    4. Lyon Declaration on Access to Information and Development
  7. Adjournment

Notes

Attendance

Present
  • Juan Bautista Alegre, President
  • Jose Roel Balingit, Treasurer
  • Allan Paolo Barazon, Vice President
  • James Joshua Lim
  • Tristan Marco San Andres
  • Eugene Alvin Villar, Chair
Not present
  • John Paul Antes, Secretary
  • Ma. Jenna Mae Delos Reyes, Vice Chair (on official leave)
  • Vangie Padilla

Minutes

Call to order
At 3:26 PM, the meeting was called to order by the Chair Eugene Villar.
Validation of quorum
With the Secretary being not present, the Chair verified the presence of the quorum, with five (5) members present: Roel Balingit, Paolo Barazon, Joshua Lim (via Skype), Marco San Andres, Eugene Villar, the Chair declared the presence of a quorum.
Designation of Secretary
With the Secretary JP Antes, not present, the Chair designated Roel Balingit as Secretary of the meeting.
Reading and approval of Minutes
With the minutes of the previous meeting not yet uploaded, the Chair, without any objection, deferred the reading and approval of the March 28 meeting's minutes motu propio.
Agenda
The Chair referred to the secretary–designate for the Agenda of the meeting. The Secretary–designate read the agenda including proposed resolutions that were discussed but deferred during the last meeting. With no objections, the Chair adopted the Agenda of the meeting.
Proposed resolutions
Roel Balingit went over the resolutions which were tabled at the last meeting.
  • Wikimedia Conference 2015 Substitute Representative
    With a consensus reached last February 7, that Chair Eugene Villar shall replace Paolo Barazon in the event of his unavailability to attend the Wikimedia Conference, the following resolution was moved by Roel Balingit, and seconded by Joshua Lim to be adopted. The Chair then called for a viva voce vote, and with four (4) ayes (Balingit, Barazon, Lim, San Andres) and zero (0) nays, with Eugene Villar abstaining, the following resolution was passed as presented:

WHEREAS, Allan Paolo Barazon who was designated on 7 February 2015 to be Wikimedia Philippines' representative to the Wikimedia Conference 2015 would not be available on the dates of the conference;

NOW THEREFORE, it is hereby RESOLVED, that the Chairman of the Board, Eugene Alvin Villar will be the substitute representative of Wikimedia Philippines to the Wikimedia Conference 2015 in Berlin, Germany from May 15 to 17, 2015.

  • Election Code amendment (Section 6)
    Roel Balingit proceeded to present once more the proposed resolution amending Section 6 of the Election Code. The same was discussed at the meeting on March 28, but voting on the matter was deferred due to time constraint. A brief explanation on the proposed amendment was made, thereafter Roel Balingit moved for the adoption of the amendment to the Election Code, which was seconded by Paolo Barazon. The Chair then called for a viva voce vote, and with five (5) ayes (Balingit, Barazon, Lim, San Andres, Villar) and zero (0) nays, the following resolution was passed as presented:

RESOLVED, that Section 6 of the Election Code is hereby amended to read as follows:

Section 6. Qualification. A candidate for the Board must be, by the end of the filing of candidacy, (a) of legal age; (b) a regular member, as may be certified by the Secretary; (c) without any arrears, as may be certified by the Treasurer; (d) not been convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of election.

The Chair recognized the presence of the President Johnny Alegre at 3:34 PM.

  • Authorization to enter into Contract with vOffice Philippines, Inc.
    Another proposed resolution that was discussed and deferred at the last meeting was the authorization to enter into contract with vOffice Philippines for the virtual office requirements of Wikimedia Philippines. Roel Balingit answered inquiries from Joshua Lim, including the details of the contract, which was standard among all its clients and a sample of which is also available at the meeting (in hard copy). Joshua Lim reminded of the need to justify it before the Wikimedia Foundation. Roel Balingit underscored the lower cost of service vOffice offers which is about ₱500 per month lower than the rate of the current virtual office provider, translating to around ₱6,000 savings per year and ₱18,000 savings for the three year period of the service contract, among other considerations are accessibility, flexibility of the services being offered including the use of their alternate sites, and same day messenger service. With no further questions raised, Roel Balingit moved for the passage of the proposed resolution, which was seconded by Marco San Andres. The Chair then called for a viva voce vote, and with six (6) ayes (Alegre, Balingit, Barazon, Lim, San Andres, Villar) and zero (0) nays, the following resolution was adopted as presented:

WHEREAS, the current virtual office service provider of Wikimedia Philippines, which serves as its principal address has increased its basic service rates and does not anymore offer discounted rates even for annualized payments;

WHEREAS, the services of vOffice Philippines, Inc. are flexible and cheaper than the current virtual office service provider, if the 36 month plan is availed;

WHEREAS, it is ideal for Wikimedia Philippines to relocate only within the same Revenue District Office (RDO) to avoid the lengthy paper work transferring to another RDO entails;

WHEREAS, vOffice Philippines, Inc. has a virtual office facility located at Rufino Pacific Tower, Ayala Avenue cor. V.A. Rufino Street which is under the jurisdiction of RDO No. 47;

NOW THEREFORE, it is hereby RESOLVED, that Jose Roel Balingit is hereby authorized to enter into contract on behalf of Wikimedia Philippines with vOffice Philippines, Inc., for the lease and use of virtual office to serve as Wikimedia Philippines' principal office and other services associated with it.

  • Code of Conduct Policy
    Roel Balingit also presented the proposed Code of Conduct Policy which is almost verbatim copy of the Wikimedia Foundation's Code of Conduct Policy. A discussion followed going over its text and coming up with scenarios it would address. Joshua Lim also proposed, without any objection, the insertion of "or to events organized by the Organization" in the last sentence Section 1 of the proposed policy. Without no further issues raised, Roel Balingit moved for the adoption of the proposed policy, which was seconded by Paolo Barazon. The Chair called for a viva voce vote, and with six (6) ayes and zero (0) nays, the following resolution, as revised was adopted:

Wikimedia Philippines (the "Organization") commits to uphold the highest standards of integrity, honesty and respect from its officers and members, and as such, the following shall be observed at all times in furtherance of this policy:

1. Treat each other with respect

In general, people acting on the chapter's behalf should aim to be honest and ethical in their dealings with each other, with community members, project users, partners, suppliers and the public.

The Organization will not practice or tolerate discrimination on the basis of place of origin, ethnicity, citizenship, gender, age, political or religious affiliation, sexual orientation, marital status, family relationship, or economic or medical status. The Organization aims to treat all people with respect, and to foster a productive environment free of harassment, intimidation and discrimination.

People acting on the Organization’s behalf may not bring weaponry to the Organization's premises or to events organized by the Organization, behave violently, or threaten violence.

2. Respect confidentiality

People acting on the Organization’s behalf must respect and maintain the confidentiality of sensitive information they have gained due to their association with the Organization. This may include personal information about members or members of the general public, and/or information about the internal workings of the Organization or its partners or suppliers.

3. Protect Organization property

People acting on the chapter's behalf should seek to take good care of Organization property, and not expose it to loss, damage, misuse or theft. Organization property should be used solely for legitimate mission-related purposes and not for personal benefit. Generally, people should use common sense and moderation when using Organization resources.

4. Be honest with all transactions

The Organization’s books, records, accounts and financial statements must be maintained in appropriate detail, and must conform both to applicable law and to the Organization’s internal systems of controls.

5. Represent the best interests of the Organization

People acting on the Organization’s behalf should aim to advance the Organization’s legitimate interests, and should never do anything that could bring the Organization into disrepute.

6. Be fair and objective

People acting on the Organization's behalf should always assume good faith, and are strongly encouraged to foster an environment where civilized dialogue and peaceful resolution of disputes is the norm. All claims made either for or against a pertinent party should be substantiated with the requisite documentation, and the Organization shall commit to upholding the highest standards of objectivity and fairness in all its decisions and rulings.

Other matters
  • 2015 Annual General Meeting
    President Johnny Alegre reported on the availability of the venue he proposed for the 2015 Annual General Meeting which is at the Elks Club at Corinthian Plaza Building, Paseo de Roxas, Makati on June 27. Joshua Lim requested if another date can be considered since he would be attending the Open Source Bridge Conference on June 23–26 in Seattle. Marco San Andres inquired why was it pushed back to a much later date to which Roel Balingit informed that June 13 is the wedding of fellow Board member Jenna Delos Reyes and she including him would not be available. A consensus was reached to target June 20 (Saturday) to schedule the Annual General Meeting, Johnny Alegre would have to check the availability of the proposed venue on that date, and would report it to the Board within the week so that an initial down payment can be made to book the venue. Only then can the Board set the date of the Annual General Meeting.
  • Website management
    In the light of losing the Cultural Heritage Mapping website and the need to probably reconstruct it at a later time, Roel Balingit proposed that Wikimedia Philippines should not spend for the cost of website maintenance, including but not limited to webhosting and domain registration whether in full or even partially unless it has control over these. Paolo Barazon and Johnny Alegre instead suggested that it should only do so if the organization actually owns and controls them.
Eugene Villar commented that it would not be ideal to use a wikimedia.org.ph e-mail as registration e-mail, Paolo Barazon advised that a generic Gmail account under the name of Wikimedia Philippines be used as registration e-mail. Joshua Lim remarked that currently the Secretary is the administrator of the organization's e-mail service. Roel Balingit opined that the Board should consider an administrator of its web accounts including its e-mail service among its ranks as they could be held immediately accountable by the Board, unless no one has the technical competency, to which Johnny Alegre added that person needs also needs to have the time or capability to handle and manage these.
In view of the foregoing, it was agreed that a Web Administrator has to be formally appointed and tasked to consolidate all website-related accounts and manage the e-mail service of the organization under Board direction. Thereafter, each of the trustees present were also asked if they have the technical competency, time and capability to manage the organization's web accounts and e-mail service and consolidate and update them as needed. Of the six trustees present, only Paolo Barazon agreed to the task, therefore it was:

RESOLVED, to appoint Allan Paolo Barazon as Web Administrator of Wikimedia Philippines ("organization"), under the direction of the Board;

RESOLVED FURTHER, that the Web Administrator shall:

  1. be responsible for the overall control, administration, maintenance and operation of all the websites of the organization and its associated online services, which includes but not limited to its web email service,
  2. design and implement measures to ensure the security, integrity and confidentiality of the website as seen fit;
  3. ensure that the overall account controls are provided with the organization's information;

RESOLVED FURTHERMORE, that all other persons with administrator access on any official account, must turn over control of such account to the Web Administrator within two weeks;

RESOLVED FINALLY, the Web Administrator shall report to the Board within thirty (30) days regarding the consolidation of controls of the organization's web accounts.

  • Membership verification update
    The President Johnny Alegre who also chairs the Membership Committee reported on the progress of the Membership Verification three weeks after he sent out the e-mail requiring all members to update their membership information. He received eleven complete responses, while one member opted to just resign. He should now begin the process of proceeding to the next phase of the membership drive to obtain member's information.
  • Berlin and Lyon Declarations
    Eugene Villar, without objections, moved to table the discussions on the Berlin Declaration on Open Access to Knowledge in the Sciences and Humanities and Lyon Declaration on Access to Information and Development as other members of the Board appear to have not read them.
  • Wikimania 2015
    Joshua Lim put on record that he secured a scholarship to Wikimania 2015 in Mexico City, and to his knowledge another WMPH member, Butch Bustria will also be going to Wikimania 2015. The discussion then proceeded on how to allocate the two slots Wikimedia Philippines has budgeted to fund participants to Wikimania. Eugene Villar briefed the Board that last year (in 2014) allotted one seat to a member of the Board as there as discussions in the Wikimania that are for Chapters, and while Wikimania is also a Wikimedia community event it allotted the other seat any Wikipedian/Wikimedian to expose them to the global Wikimedia community gathered during Wikimania. It was agreed to follow the same arrangement last year, with the slot for the Board to be selected by the Board from among those who will express their interest to represent the Wikimedia Philippines in affiliate-related discussions.
Roel Balingit and Johnny Alegre expressed their interest to vie for the Board slot. Roel Balingit moved to create a similar ad hoc committee to screen and select the Wikimedia Philippines-funded participant for Wikimania 2015. The trustees present were solicited who among them can comprise the committee, Joshua Lim (Wikimania 2015 WMF funded scholar), Eugene Villar (Wikimania 2015 Scholarship Committee member) and Marco San Andres (WMPH's funded participant in Wikimania 2014) consented to compose it.
A motion to create an ad hoc Wikimania 2015 Screening Committee similar in 2014 was made by Roel Balingit and seconded by Paolo Barazon. The Chair called for a viva voce vote and by a vote of six (6) ayes and zero (0) nays, it was:

RESOLVED, to create an ad hoc committee to screen the non-Board Wikimedia Philippines–sponsored scholarship applications to Wikimania 2015;

RESOLVED FURTHER, that the committee shall be composed of James Joshua Lim, Tristan Marco San Andres and Eugene Alvin Villar.

RESOLVED FURTHERMORE, that the committee use the same criteria employed by the Wikimania Scholarship Committee in selecting the scholar to Wikimania 2015 in conjunction with the Participation Policy.

  • Wikimania 2017 bid
    Joshua Lim informed the Board that Ellie Young of the Wikimedia Foundation is encouraging Wikimedia Philippines to submit a bid for Wikimania 2017, Eugene Villar stressed that it can be discussed at a later time. With no objection to the deferment, the discussion for a Wikimania bid in 2017 was tabled.
Adjournment

Joshua Lim was looking to discuss other resolutions whose texts are complete and just need to be acted on, however due to time constraint and upon motion of Roel Balingit, there being no objection, the meeting was adjourned at 4:39 PM.


I hereby certify to the correctness of the foregoing.


Jose Roel Balingit
Secretary–designate


  • Approved on 30 May 2015.