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Resolution:Adoption of 2012 By-laws
|Menu||Adoption of the 2012 By-laws of Wikimedia Philippines|
|Approved on May 26, 2012 (see voting record). Effective as of December 11, 2012.|
Article I. Mission Statement and Declaration of General Policy
Section 1. The mission of the Corporation is to encourage, empower and engage Filipinos any where in the world to participate, collect and develop educational content under a free content license or generally in the public domain, and to share, disseminate or distribute such educational content freely, effectively, and globally using languages and/or dialects, foreign or local, as may be spoken in the Philippines, and generally by all Filipinos worldwide.
Section 2. The Corporation is constituted as a Chapter of the Wikimedia Foundation, Inc., however, it shall be independent in its affairs according to its charter and by far conducts its business within the chief aim and purposes of the Wikimedia Foundation, Inc.
Article II. Members
Section 1. Admission and Qualifications. The members of the Corporation shall consist of the incorporators named in the Articles of Incorporation and as such members as may be admitted by affirmative vote of the majority of the members of the Board of Trustees of the Corporation. To be admitted for membership to the Corporation, an applicant-member must be qualified according to the following considerations: (a) good moral character, (b) commitment to the objectives and aims of the Corporation and the Wikimedia movement in general, and (c) genuine interest and active involvement in the affairs of the Corporation.
Section 2. Tiers of Membership. Membership to the Corporation may either be as a: (a) Regular Member, (b) Associate Member, or (c) Honorary Member. As such, Regular membership shall be all members of good standing who are paying regularly annual dues as may be imposed by the Corporation: Provided that if any member who fails to comply with the basic requirement of regular membership, the same shall be considered as an Associate member. Honorary membership, as such, shall be considered to any person or legal entity providing great assistance or performing service to the Corporation as may be determined by the Board of Trustees.
Section 3. Rights and Duties. All regular members shall have the right to call for, attend, and participate in the meetings of the Corporation, whether in person, virtual, or by teleconference; avail of facilities and services provided by the Corporation; be appointed to any appointive position; legally represent the Corporation in all official matters and correspondence, upon direction and/or approval of the Board of Trustees. Only regular members of good standing or their authorized representative are entitled to vote on matters submitted to the General Assembly for approval or concurrence, subject to limitations as may be provided for by these Bylaws. All members shall be duty-bound by this bylaws, rules and regulations as maybe duly promulgated by the Corporation from time to time.
Section 4. Loss of Membership. A member may lose membership in the Corporation by any of the following reasons: death, resignation, incapacity to act, or expulsion upon two-third (⅔) vote of the members of the Board of Trustees of the Corporation.
Section 5. Ratio of Membership. At no time, the number of Filipino citizens shall not be less than the required minimum percentage of the general membership in accordance with the Corporation Code and/or as provided for by existing laws of the Philippines.
Article III. Meetings
Section 1. Regular Meeting. The regular meeting of the members shall be held every Third Saturday of May of every year at the principal office of the Corporation, unless otherwise determined by the Board of Trustees not later than ten (10) days prior to the prescribed date.
Section 2. Special Meeting. Special meetings of the Corporation may be called by the President, or by any member of the Board of Trustees, or by at least ten (10) regular members when exigency so requires. The Secretary shall immediately call or invite all concerned to convene the special meeting.
Section 3. Notice of Meeting. A written notice of the nature, time and place of any meetings shall be prepared by the Secretary and distributed accordingly by official communication channels of the Corporation at least ten (10) days before said meeting. If any member shall, in person or in writing, or by attorney-in-fact thereunto authorized, waive notice of meeting, whether before or after the holding of such meeting, notice thereof need not be sent.
Section 4. Quorum. A quorum for any meeting of the members shall consist of a simple majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.
Section 5. Order of Business. The order of business at the annual or special meeting of the members shall be as follows:
The order of business at any meeting may be changed by a vote of a majority of the members present.
Section 6. Voting. Every regular member shall be entitled to one vote, and they may vote either in person or by proxy, which shall be in writing and filed with the Secretary of the Corporation before the scheduled meeting.
Article IV. Board of Trustees
Section 1. Corporate Powers. The corporate powers, the business and all properties of the Corporation, shall be vested with and exercised, conducted, and controlled by the Board of Trustees of the Corporation herein called the "Board". Without limiting the express or implied powers, the Board shall have, among others, the power to delegate authority which may be lawfully done by election, appointment or designation to officers and members of the committees of the Corporation.
The Board, among others, is further authorized to legislate and exercise the following rights, privileges and powers:
Section 2. Composition. The Board shall consist of all trustees of the Corporation who shall be of legal age, elected by and from among the regular members of the Corporation.
Section 3. Election and Term of Office. Regular elections of Trustees shall be during general meetings beginning the general meeting in 2013. All Trustees shall serve for a term of two years, without prejudice to their reelection, or unless sooner terminated or shall have been disqualified in any manner whatsoever.
Section 4. Removal of Trustees. Any Trustee may be removed either with or without cause, at any time, by the affirmative vote of at least two-thirds (⅔) of regular members at the general or special meeting of the members of the Corporation called for the purpose and held after due notice. The vacancy in the Board caused by such removal may be filled by the members of the Corporation at such meeting voting in accordance with these Bylaws.
Section 5. Vacancies. Any vacancy in the Board of Trustees caused by death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term, by a plurality vote of the members at a meeting called for said purpose in accordance with the provisions and qualifications stated in these Bylaws.
Section 6. Compensation. Trustees, as such, shall not receive any remuneration nor monetary compensation for their services, but shall be entitled to reimburse valid expenses incurred in the exercise of function or in behalf of the Corporation, as may be provided in the Expense Policy approved by the regular members of the Corporation at a meeting called for the purpose.
Section 7. Indemnification. All current and former members of the Board of Trustees shall be indemnified by the Corporation for their actions as members of the Board to the maximum extent permitted by the laws of the Philippines, except in cases of liabilities arising from the following reasons: (a) Abuse of office or personal commission of criminal or fraudulent acts within or outside the scope of their function; (b) Recklessness or dereliction of duties; (c) Commission of acts against the Corporation.
Article V. Officers of the Corporation
Section 1. Officers. The officers of the Corporation shall be the Chairman of the Board; Vice Chairman of the Board; President; Vice President; Secretary; Treasurer; and Auditor and such other officers as may from time to time be elected or appointed by the Board of Trustees.
Section 2. Election, Term of Office and Qualifications. The Chairman of the Board; Vice Chairman of the Board; President; Vice President; Secretary; Treasurer shall be elected by and from among the members of the Board of Trustees, to serve for a term of one (1) year and until his successor is elected and qualified in his stead, or until he shall have earlier resigned, or shall have earlier been removed in the manner hereinafter provided. The Secretary shall be a resident and a citizen of the Philippines. The Auditor shall be elected by and among the regular members of the Corporation. Such other officers as may from time to time be elected or appointed by the Board shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may determine.
Section 3. Removal of Officers. Any officer may be removed, after due process as defined by existing laws, by the affirmative vote of at least two-thirds (⅔) of the members of the Board of Trustees, at a meeting called for the purpose and held after due notice.
Section 4. Resignations. Any officers, either holding appointive or designated positions, may resign anytime by submitting his resignation letter citing therein the reasons to the Chairman of the Board or to the President. The Board shall immediately take action to approve or disapprove the resignation. In case the resignation is approved, an appropriate clearance must be issued stating therein that the resigned officer has been cleared of his position of any accountability whatsoever. Provided further that in such case, when exigency so requires, the resignation shall only take effect on the date of receipt of such letter or at any later time as specified therein: Provided however, as a general policy when circumstances so warrant, the acceptance of such resignation shall not be necessary for its effectivity.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term, by the Board of Trustees in accordance with the provisions and qualifications stated in these Bylaws.
Section 6. Chairman of the Board. The Chairman of the Board shall, if present, preside at all meetings of the members and of the Board of Trustees. He shall be a member, ex-officio, of all standing committees of the Corporation. The Chairman shall also perform such other duties as shall from time to time be assigned to him by the Board of Trustees.
Section 7. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman, if present, preside at all meetings of the members and of the Board of Trustees. The Chairman shall also perform such other duties as shall from time to time be assigned to him by the Board of Trustees.
Section 8. President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Trustees, shall have general care and supervision of the business, affairs, as well as over the officers and staff of the Corporation. He shall, in the absence of the Chairman and Vice Chairman of the Board, preside at all meetings of the members of the Board. He shall be responsible for the enforcement of all orders and resolutions of the Board as well as the rules and regulations of the Corporation. He shall promulgate the Code of Internal Procedures and other operating rules and regulations of the Corporation subject, however, to the consent and/or confirmation of the Board. He shall provide the members of the Board with an annual, complete and comprehensive report of all activities and undertakings of the Corporation during each fiscal year, including all other memoranda, accounts and data which may be required of him; and, in general, he shall perform all duties incident to the office of the President and such other duties as may from time to time be assigned to him by the Board or as prescribed by these Bylaws.
Section 9. Vice President. The Vice President shall perform such duties and functions, and such have title(s) and powers as the President may from time to time assign to him. He shall also perform other duties as may be required of him by the Board of Trustees. In absence of the President not constituting a vacancy and unless another is specifically designated by the Board of Trustees, the Vice President shall exercise the powers and discharge of the duties of the President.
Section 10. Secretary. The Secretary shall be the chief administrative officer of the Corporation and shall keep or cause to be kept in books provided for the purpose the minutes of the meetings of the members and the Board of Trustees, shall give or cause to be given, notice of all meetings of members and of Trustees and shall other notices required by law or by these Bylaws; and in the case of his absence or refusal, or neglect to do so, any such notice may be given any person thereunto directed by the President, or by the Trustees or members, upon whose request the meeting is called as provided in these Bylaws; shall be custodian of the records and of the seal of the Corporation and see the seal or a facsimile thereof is affixed to all documents the execution of which in behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws, and shall attest the same; shall keep a register of the post office address, contact information of each member, and make all proper changes in such register, retaining and filling his authority for all such entries; shall see that the books, reports, statements, certificates and all other records required by law are properly kept and filed; may sign with the President any or all certifications of Board of corporate action; and, in general, shall perform all duties incident to the office of the Secretary, and such other duties as from time to time may be assigned to him by the Board of Trustees or by the President.
Section 11. Treasurer. The Treasurer shall be the chief financial officer of the Corporation shall have charge and custody of, and be responsible for, all funds, property and assets, evidence of indebtedness and other valuable documents of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of these Bylaws; at all reasonable times exhibit his books of accounts and records to any of the Trustees of the Corporation where such books and records are kept; when required by the President and the Board of Trustees render a statement on the condition of the finances of the Corporation; receive, and give, or cause to be given, receipts of moneys due and payable to the Corporation from any source whatsoever, and pay out money as the business of the Corporation may so require; and, in general, perform all the duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to him by the Board of Trustees or by the President.
Section 12. Auditor. The Auditor shall examine the financial records and assets of the Corporation regularly, perform all the duties incident to the office of the Auditor and such other duties as from time to time may be assigned by the Board of Trustees.
Article VI. Finances
Section 1. Fund Appropriation and Administrative Expenses. All expenditures of funds other than the ordinary administrative expenses of the Corporation shall be made only after the approval of the Board of Trustees through an appropriation. Such level of administrative expenses of the Corporation shall, on an annual basis, not exceed thirty percent (30%) of the total expenses every fiscal year.
Section 2. Disbursements. Withdrawal from the funds of the Corporation, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees may designate other signatories.
Section 3. Fiscal Year. The fiscal year of the Corporation shall adopt the standard calendar year, from January 1 to December 31, as its fiscal year.
Section 4. Fiscal Monitoring. The 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.
Article VII. General Provisions
Section 1. Official Language. The English and Filipino languages shall be the official languages of the Corporation. All official correspondence of the Corporation shall be conducted in either language. However, all announcements, proclamations and documents of the Corporation may be translated as needed into any language of the Philippines in use by a Wikimedia project. If there is any conflict between language versions, the language from which said information was translated from shall prevail.
Section 2. Common Seal. The Corporation shall adopt a common seal that shall be subject to the approval of the Board of Trustees. Such seal shall be used in the affixation of resolutions, proclamations or any documents signed and certified by the Secretary.
Article VIII. Amendments and Effectivity
Section 1. Amendments. The Articles of Incorporation and these Bylaws or any provisions herein may be amended or repealed by a two-thirds (⅔) vote of all the members of the Board of Trustees at any regular or special meeting duly called for the purpose. A majority vote of regular members of the Corporation shall be necessary to effect said amendment or repeal of these Bylaws or any existing provisions herein. Ratification must be held not earlier than fifteen (15) days upon distribution of text of said amendment or repeal.
Section 2. Effectivity. Amendments shall be effective upon issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with the Corporation Code.
Article IX. Transitory Provisions
Section 1. Terms of Trustees. For the purpose of implementing Section 3, of Article IV, the original trustees shall continue in office until the annual general meeting in 2013. For the elections relevant thereto, the first four (4) obtaining the highest number of votes shall serve for a term of two (2) years and the remaining three (3) for one (1) year. Thereafter, four (4) trustees shall be elected during odd number-ending years, while five (5) trustees shall be elected during even-ending years.
Section 2. Repeal. With the adoption of the foregoing new Bylaws of the Corporation, the members in General Assembly hereby repeal the entire Bylaws of Wikimedia Philippines, Inc. adopted on March 28, 2010 and filed with the Securities and Exchange Commission on April 8, 2010. Any provisions of the old Bylaws thereof that are in conflict with the present is hereby rescinded.