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Board Meeting 2015-06-28

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Notice of meeting: 24 June 2015
Location: Glorietta, Makati City, PH
Time:

Agenda

  1. Call to Order
  2. Determination of a Quorom
  3. Reading and Approval of the Agenda
  4. Election of Incoming Officers:
    1. Chairman of the Board
    2. Vice Chairman of the Board
    3. President
    4. Vice President
    5. Corporate Secretary
    6. Treasurer
  5. Adjournment

Attendance

Present
  • Johnny Alegre
  • JP Antes
  • Roel Balingit
  • Paolo Barazon
  • Emman Ramirez
  • Marco San Andres
  • Eugene Villar
Not present
  • Josh Lim (outside of the country, briefly participated through Skype)
  • Jenna Delos Reyes-Butac

Minutes

Call to order

At 2:45 PM Chairman Eugene Villar called the meeting to order.

Validation of quorum

The Chairman directed Corporate Secretary JP Antes to validate the presence of a quorum. With seven (7) Board members present: Johnny Alegre, JP Antes, Roel Balingit, Paolo Barazon, Marco San Andres, Emmanuel Ramirez, and Eugene Villar the Chair declared the presence of a quorum, while Josh Lim is participating through Skype.

Agenda

The Chairman went over the proposed agenda. A motion to adopt the proposed agenda was made and seconded, there being no objection the lone agenda for the meeting was adopted.

Election of New Set of Officers
  • The Chairman then opened the nominations for Chairman of the Board:
Johnny Alegre nominated Eugene Villar, the latter accepted the nomination. Johnny Alegre closed the nomination, which was seconded by Marco San Andres.
The Chairman called for a show of hands: With eight (8) votes, Eugene Villar was reelected as Chairman of the Board.
  • Chair Eugene Villar then opened the nominations for Vice Chairman of the Board:
Johnny Alegre nominated Josh Lim, the latter accepted the nomination via Skype. Marco San Andres closed the nomination, which was seconded by Paolo Barazon.
The Chair called for a show of hands: With eight (8) votes for Josh Lim, the Chair declared Josh Lim as the new Vice Chairman of the Board of Trustees.
  • The Chair Eugene Villar then opened the nominations for President:
JP Antes nominated Johnny Alegre, the latter accepted the nomination. Paolo Barazon closed the nomination, which was seconded by Marco San Andres.
The Chair called for a show of hands: With eight (8) votes for Johnny Alegre, the Chair declared the reelection of Johnny Alegre as President of Wikimedia Philippines.

Josh Lim offlined at 3:10 PM.

  • Chair Eugene Villar then opened the nominations for Vice President:
Johnny Alegre nominated JP Antes, the latter accepted the nomination. Roel Balingit nominated Emmanuel Ramirez, the latter accepted the nomination. Paolo Barazon closed the nomination, which was seconded by Marco San Andres.
The Chair called for a show of hands: With two (2) votes for JP Antes, four (4) votes for Emmanuel Ramirez, and one (1) abstention, the Chairman declared Emmanuel Ramirez as the new Vice President of Wikimedia Philippines.
  • Chair Eugene Villar then opened the nominations for Corporate Secretary:
Johnny Alegre nominated JP Antes, the latter accepted the nomination. Eugene Villar nominated Marco San Andres, the latter accepted the nomination. Roel Balingit closed the nominations, which was seconded by Paolo Barazon.
The Chair called for a show of hands: With five (5) votes for JP Antes and two (2) votes for Marco San Andres, the Chair declared the reelection of JP Antes as Corporate Secretary of Wikimedia Philippines.
  • Chair Eugene Villar then opened the nominations for Treasurer:
Eugene Villar nominated Roel Balingit, the latter accepted the nomination. Paolo Barazon closed the nominations, which was seconded by Johnny Alegre.
The Chair called for a show of hands: With six (6) votes for Roel Balingit and one (1) abstention, the Chair declared the reelection of Roel Balingit as Treasurer of Wikimedia Philippines.
The Chairman recapped the newly-elected/reelected officers of Wikimedia Philippines:
  • Chairman of the Board: Eugene Alvin S. Villar
  • Vice Chairman of the Board: James Joshua G. Lim
  • President: Juan Bautista H. Alegre
  • Vice President: Emmanuel E. Ramirez, Jr.
  • Secretary: John Paul D. Antes
  • Treasurer: Jose Roel G. Balingit
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 Emmanuel E. Ramirez, Jr.

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.

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 4:39 PM.


I hereby certify to the correctness of the foregoing.


John Paul D. Antes
Corporate Secretary


  • Approved on 08 August 2015.