Talk:Wikimedia Philippines/By-laws

Per discussions in the Fifth Manila Wikipedians' Meetup, convened on September 19. 2009, the old By-laws of Wikimedia Philippines, Inc. have been declared NULL AND VOID. The old discussion is available here.

As such, a new version of the By-laws, one that complies with the basic format as enshrined in the Corporation Code of the Philippines and re-written to meet the demands of Manila 5, has been written. Comments may be laid down below. --Sky Harbor 13:20, 20 September 2009 (UTC)

Internal discussions 2009

ARTICLE VIII: Sub-chapters

I suggest removing this for the meantime. Establishing sub-chapters and the precise details of the relationship of the sub-chapter to the main org is quite complex. In addition, the WMF might find such a section problematic because the nature of the relationship between such sub-chapters and WMF will be murky. If there is no immediate need for sub-chapters, then let's leave it for a future amendment. Let's cross the bridge when we get there. --seav 14:40, 20 September 2009 (UTC)

Article removed. --Sky Harbor 01:00, 12 October 2009 (UTC)

Done

Developments

For guidance on how we can implement sub-chapters in the future, this may help: Sub-national chapters. --Sky Harbor 10:54, 28 October 2009 (UTC)

Take note that the linked page talks about several sub-national chapters as an alternative to a single national chapter. That wiki page does not concretely address sub-chapters of a national chapter and only for the U.S. context. (What is suggested elsewhere is a loose "federation" of such sub-national chapters, like a U.S. Wikimedia Chapter Council, where the "federation" is not itself a local chapter.) --seav 02:39, 29 October 2009 (UTC)

The document is still up for discussion, and no discussion is currently taking place. Perhaps this would be a good time for us to raise some questions. --Sky Harbor 04:00, 29 October 2009 (UTC)

We could raise it up when we get to the bridge, not before. --seav 04:37, 29 October 2009 (UTC)

The recent meetup in Naga raised my eyebrows since we were not notified about it until a day after. And it is their second meeting already. If there is no section in the by-laws at least defining the role of a regional group, how can we move when they plan to meet using the wiki organization? Others would think we are not united. --Exec8 12:31, 1 November 2009 (UTC)

Filipinayzd announced it apparently on the Bikol Wikipedia, from my understanding. However, given that the Bikol Wikipedians have a minimal presence on the English Wikipedia, I'd understand if they were not to announce it there. However, someone from bcl.wiki must clarify their stance on WMPH, or if they intend to group themselves together (which is impossible given that they have not reached critical mass).

On the issue of sub-chapters proper however, I did suggest to Jojit that we leave it in the general provisions. I'm still trying to perfect the language to it though. --Sky Harbor 16:52, 2 November 2009 (UTC)

"Trustees" vs. "Directors"

The current draft uses both these terms. Let's stick to one, but which? --seav 14:42, 20 September 2009 (UTC)

Some provisions were copied over from the old by-laws. The agreed term is "directors". --Sky Harbor 15:22, 20 September 2009 (UTC)

We then also need to revise the AoI for this terminology --seav 15:38, 20 September 2009 (UTC)

I have modified the AoI. --seav 03:14, 19 October 2009 (UTC)

Done

Mention of Wikimedia projects

I suggest removing or minimizing mention of Wikimedia projects (e.g. "contributors to all existing Wikimedia projects in Philippine languages"). First of all, WMF is the sole service provider of the Wikimedia Projects. Local chapters have no say at all in the running/policies/etc. of the content of the Wikimedia projects and that local chapters also cannot "control" the activities of the users/contributors to the Wikimedia projects (hypothetical example: Wikimedia Philippines cannot elect members to the Tagalog Wikipedia Arbcom, if there was one).

This is so that we can have a legal defense against defamation suits. It's entirely possible (and this has happened to a few existing local chapters) that a Filipino will file a defamation suit against WMPH due to libelous statements in his or her Wikipedia article (in any language). But WMPH should be immune since the suit should have been filed against the service provider of the concerned Wikipedia, and this is the WMF.

Take note that that means that WMPH is not the local representative of the WMF. The WMF still represents itself worldwide (i.e., WMPH is not to WMF as Microsoft Philippines is to Microsoft). --seav 14:52, 20 September 2009 (UTC)

We can probably water it down a bit. Any idea how to keep the spirit of the scope, but removing references to Wikipedia/Wikimedia contributors? --Sky Harbor 15:44, 20 September 2009 (UTC)

I took a stab at generalizing the membership scope. Please check if this suffices. --seav 02:12, 20 October 2009 (UTC)

I agree with your changes. As I mentioned in Tambayan, it was suggested on Manila 5 that non-Wikimedia project contributors should also be a member of WMPH as long as he or she is willing to participate in its cause. If no one opposes to that scope then this issue is closed. --Jojit (talk) 07:12, 20 October 2009 (UTC)

Since nobody objects, I think this issue can be closed. --seav 06:56, 23 October 2009 (UTC)

Done

The issue of one person serving multiple officer roles

I'm not sure but I think that the President cannot be also the Secretary or the Treasurer at the same time. This might be mentioned in the Corporation Code, but it's best to be clear about this in the by-laws. --seav 14:57, 20 September 2009 (UTC)

How so can it be clarified? At the moment, I don't think we'll be merging offices anyway. On that note, I don't think the President can likewise act as the Treasurer or the Secretary, hence the term "compatible offices". --Sky Harbor 15:31, 20 September 2009 (UTC)

I guess "compatible offices" would suffice then. --seav 15:39, 20 September 2009 (UTC)

Dual roles should not be a problem as long as the can be no conflict of interest. --Scorpion prinz ^{(Talk | contribs)} 12:02, 15 October 2009 (UTC)

Two specific dual roles are prohibited under the Corporation Code. To quote Section 25:

“ Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws. Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time. ”

So this means that I was right in assuming that the President cannot be the Secretary or the Treasurer. However, this apparently means that the treasurer does not have to be a director, while the position of secretary is unclear on the matter. --Sky Harbor 17:24, 15 October 2009 (UTC)

Done

Tenure/number of board members

There's no mention of how long each board member will serve in the board, how many they are in the board, when the elections are, etc. --seav 15:01, 20 September 2009 (UTC)

Officers and board terms are coterminous. The "express-lane" by-laws do not state the length of tenure, given that officers, who are members of the Board of Directors, are elected every year. In addition, the number of directors is specified in the Articles of Incorporation, not the By-laws. --Sky Harbor 15:23, 20 September 2009 (UTC)

Oh yeah, I forgot that the AoI mentions the number of board members. But is this fixed forever after incorporation? Or is this just for the initial board? I think it should be possible to increase/decrease the number of board members (for example, for-profit corporations do this depending on the current distribution of that corporation's shares). In any case, if the number is variable, the mechanism should then be in the By-laws. --seav 15:37, 20 September 2009 (UTC)

The number is fixed for the entire term of incorporation. If you wish to increase the number of directors, you must amend the Articles of Incorporation. --Sky Harbor 15:41, 20 September 2009 (UTC)

I see. What about term duration? The officers section say that the term lasts for two years but I think this should be moved to the board section. So basically, every two years, the members elect board members then the board members decide among themselves who will become officers for that current term of the board. --seav 15:55, 20 September 2009 (UTC)

Before moving it, is the given tenure okay? Usually, boards and officers are elected on a yearly basis, as I mentioned earlier. --Sky Harbor 16:17, 20 September 2009 (UTC)

Two years seems fine with me. The officers of the homeowners association in my village have 2-year terms. --seav 01:40, 21 September 2009 (UTC)

So, do we move the tenure stuff to the directors section? --seav 02:21, 13 October 2009 (UTC)

Yes, we elect the board, and then the board decides among themselves who will be in which position. I'll move the provision. However, as homeowner association constitutions are different from corporate by-laws, I must regret reducing board tenure to one year. The reason: Section 23 of the Corporation Code, which reads as follows:

“ Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified. ”

Looks like we'll be having elections every year then. --Sky Harbor 17:20, 15 October 2009 (UTC)

Ok. Since we expect incorporation by mid-December with a 15-day election grace period, maybe we can align the 1-year terms to the fiscal year. --seav 00:44, 16 October 2009 (UTC)

That will entail having the annual convention in December. --Sky Harbor 02:00, 16 October 2009 (UTC)

Hmmm... This is complicated. Maybe the fiscal year doesn't have to be aligned but this means that the treasurers will need some good transition plans. --seav 04:28, 16 October 2009 (UTC)

The agenda is set every quarter anyway using the same budget. Half of the calendar year will be dedicated to the previous administration, while the other half will be for the new one. Then again, I'm inclined to believe that we will be more likely than not re-electing the same board members and officers every year anyway. --Sky Harbor 06:03, 17 October 2009 (UTC)

(re-indent) So the action items are 1) reduce the tenure to one (1) year, and 2) move the tenure info to the Board of Directors section. --seav 02:13, 20 October 2009 (UTC)

Scratch the discussion above. Title XI Sec. 92 of the Corporation Code says that non-stock corporations can state in their bylaws the terms of tenure. So we decided to have an initial tenure of 3 years then 2 years thereafter with no reelection limit. Term of office of officers is still 1 year. --seav 17:11, 30 January 2010 (UTC)

Done

Impeachment vs. Loss of Confidence

I know that Impeachment is the most accepted way of removing an officer. But it seems very bureaucratic for an organization whose members have more pressing commitments in life. I suggest that a Loss of Confidence be sufficient to remove an officer. An impeachment will entail a session/meet-up, which of course is not always possible, which would delay any agenda of the organization as an impeachment hearing cannot be shelved in contrast with a vote of confidence, an online conference would be enough, provided quorum could be obtained and vote can be cast. --Scorpion prinz ^{(Talk | contribs)} 11:54, 12 October 2009 (UTC)

The SEC requires such procedures to be done in person, if I'm not mistaken, since impeachment involves changing the officer structure, which needs to be submitted along with the general information sheet. However, I think this should be verified. --Sky Harbor 13:36, 14 October 2009 (UTC)

Then it has to be verified. We need to device ways to be less bureaucratic as it may spell the failure of the organization. --Scorpion prinz ^{(Talk | contribs)} 11:59, 15 October 2009 (UTC)

The Corporation Code requires that removing an officer requires a special meeting to be convened, or may be done at a regular meeting (in our case, the annual convention). To quote Section 28 (important parts in bold):

“ Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting. A special meeting of the stockholders or members of a corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as of the intention to propose such removal, must be given by publication or by written notice prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of representation to which they may be entitled under Section 24 of this Code. ”

The current method of removing an officer as explained in the Corporation Code is akin to that of a vote of no confidence. However, we cannot afford to have frivolous changes in our administration the way unstable parliamentary democracies do: I wouldn't want to have, let's say, seven different presidents in the last three years. Impeachment adds some form of stability to the structure, and makes it less likely for members to interfere in the organizational setup of the association. --Sky Harbor 17:12, 15 October 2009 (UTC)

So what's the resolution for this? --seav 02:14, 20 October 2009 (UTC)

Citing that provision shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose — shall it be construed that it had to be a physical meeting? RA 8792 now provides usage of electronic data as valid documentation and may also be used as evidence in court. Online conference documentation can now be utilized as a means to satisfy the requirements of the provision cited. I understand we don't want to compromise the stability of the organization if ever we had to undergo various administration changes, but it will be a double-edged sword, if we can't move forward because we have to face such a dilemma. I would have to be honest in my observation that all these are just becoming rigamarole, hence we need to have expedient action plans. --Scorpion prinz ^{(Talk | contribs)} 21:14, 21 October 2009 (UTC)

According to existing guidelines, the Board can meet electronically (Memorandum Circular No. 15, s. 2001). However, from my understanding, this does not apply to regular or special meetings called for the commission of corporate transactions, which I believe includes the removal of officers (since you need to call elections and the like). If I may quote from the archives:

1. Stockholders' or members' meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation: Provided, That Metro Manila shall, for purposes of this section, be considered a city or municipality. Notices of meetings shall be in writing, and the time and place thereof stated therein. All proceedings had and any business transacted at any meeting of the stockholders or members, if within the powers or authority of the corporation, shall be valid even if the meeting be improperly held or called, provided all the stockholders or members of the corporation are present or duly represented at the meeting.
2. Voting by mail or other similar means by members of non-stock corporations may be authorized by the by-laws of non-stock corporation with the approval of, and under such conditions which may be prescribed by, the Securities and Exchange Commission.
3. The SEC has opined in several cases that where the law requires a duly called meeting to carry out a corporate transaction, "constructive" or "electronic presence" is not a substitute for actual presence.

Whether we like it or not, we need to hold a physical meeting, unless we get this cleared up. --Sky Harbor 04:46, 22 October 2009 (UTC)

I think the physical requirement is only really enforced for public companies and that SEC is lenient especially on non-stock corporations. Or so my batchmate who does corporate law says. This is to prevent, say a corporate takeover of Meralco, a public company, just because some major stockholders are absent. --seav 10:48, 22 October 2009 (UTC)

I just want to underscore that directors/trustees position in WMPH will not be our fulltime occupation. To require the conduct of physical meetings for the deliberation of organizational issues will logistically be a nightmare to guarantee at least a quorum to conduct business. What matters is that our internal procedures (which must be promulgated soon after incorporation) will not be contrary to the requirements of the SEC. --Scorpion prinz ^{(Talk | contribs)} 12:16, 22 October 2009 (UTC)

Speaking of internal procedures, we need to specify means of voting other than by proxy. Mail, online and wiki voting should be permitted as well, but I have no idea how to add this in. --Sky Harbor 03:00, 24 October 2009 (UTC)

Order of sections

I assume that the order of sections was copied from the SEC template right? But I think it is more logical to have Membership, then BOD, then Officers, first to talk about structure, then meetings, etc. to talk about function. What do you guys think? --seav 02:23, 13 October 2009 (UTC)

No comments? --seav 03:19, 19 October 2009 (UTC)

I'm still thinking how to re-order this. --Sky Harbor 16:23, 19 October 2009 (UTC)

Consulted corporate lawyer says order is standard and is fine. --seav 13:22, 1 November 2009 (UTC)

Done

The term "membership body" is not defined

Does this include only voting (i.e., full) members? --seav 02:29, 13 October 2009 (UTC)

Well, voting is inherently limited to full members. --Sky Harbor 01:41, 14 October 2009 (UTC)

I guess this is implied already so there's no need for an explicit clarification in the by-laws. --seav 03:15, 19 October 2009 (UTC)

Done

Has any lawyer taken a looksee here?

Since there were no lawyers involved in creating this document, there might be some fundamental problem we have overlooked. The lawyer doesn't have to thoroughly review it; he just has to see if it looks ok enough. --seav 02:36, 13 October 2009 (UTC)

That's the coup de grace before submitting it to the ChapCom. --Sky Harbor 13:37, 14 October 2009 (UTC)

When I was in SEC for the name registration, a woman approached me and said that they offer legal services for incorporation. Probably she is a fixer but nonetheless I got their number just in case we want to outsource the whole process of incorporation to them. But if we don't want any risk then get a lawyer that we can trust and review it. This idea was suggested numerous times and we haven't done anything yet. I don't know if Anyo Niminus's lawyer friend can still be contacted but we can try. Sky Harbor also suggested that he can get a lawyer. We have many options, so, we have to decide now what to choose among those options. We already have a fund (deposited on Exec8's account) and we can use that for the lawyer's consultation fee. Please choose now because it seems that the By-Laws review is taking forever. --Jojit (talk) 06:54, 16 October 2009 (UTC)

I'm not so keen on getting a fixer. --Sky Harbor 06:03, 17 October 2009 (UTC)

So let's explore the other options. Let's fast track this. Get a lawyer that we can meet on Manila 6. The schedule of the next meetup will depend on the availability of the lawyer. --Jojit (talk) 07:03, 17 October 2009 (UTC)

I'm definitely amicable with finding a lawyer (I don't think my aunt though is a corporate lawyer, but I'll ask), but I will definitely not outsource our incorporation to a fixer. --Sky Harbor 12:35, 17 October 2009 (UTC)

Ok, I hope we can hear a development up to Saturday (October 24). Sorry for setting a deadline for getting a lawyer. We really want to approve this the soonest and get back the interest of other participants. --Jojit (talk) 02:39, 19 October 2009 (UTC)

The deadline is OK. We need to get WMF approval before the SEC reservation expires in December. Hopefully we can get WMF approval in November so we can have an incorporation meeting in December. So, which lawyer? --seav 03:18, 19 October 2009 (UTC)

Let us try Sky's aunt first. If that won't materialize, I will try to contact Anyo's lawyer friend. --Jojit (talk) 05:43, 19 October 2009 (UTC)

I'm currently having problems contacting my aunt (I apparently lost her number in the stolen phone fiasco two months ago), but I'm trying my best. --Sky Harbor 16:43, 24 October 2009 (UTC)

Ok, I'll be calling Anyo's lawyer friend. I'll give you feedback up to tomorrow. --Jojit (talk) 01:19, 26 October 2009 (UTC)

I contacted Anyo's lawyer friend and he is available tomorrow (October 28) in Ortigas area at around 5:00pm and onwards. Please contact me if you are available and interested to join and meet the lawyer. I'll be watching this page up to 10:00pm today. --Jojit (talk) 07:47, 27 October 2009 (UTC)

I'm not available. I'm at work and I have a meeting after. --seav 11:29, 27 October 2009 (UTC)

Translations of documents

Related to the Wikimedia projects concern above, let us not mention the fact that official documents need to be translated in languages where there is a Wikimedia project. I suggest that translations be done on an as-needed basis without mentioning Wikimedia projects. --seav 02:39, 13 October 2009 (UTC)

The reason why this is done is so that we can avoid frivolous translations which no one will use. What's the point of translation documents into, let's say, Maranao (the only auxiliary language not to have its own Wikipedia), if no one will use it? The language clause effectively limits which Philippine languages we use because we know that we have members who speak those languages, their respective language communities will have easier access to information, and, most importantly, we reduce waste. --Sky Harbor 01:38, 14 October 2009 (UTC)

That's why we should do it on an as-needed only basis, which is even less wasteful. If the Cebuano speakers can make do with the English version, then we need not translate to Cebuano. The by-laws says that documents "shall be translated" which implies that Cebuano, Tagalog, Chavacano, etc. translations should be done even if they aren't needed. --seav 04:49, 14 October 2009 (UTC)

The article is meant to be interpreted in that manner. It just so happens that we have to further reduce the scope of what Philippine languages we should translate to in order to avoid frivolous translation. However, it is only right that the most important of documents (like these By-laws) be translated into these languages. --Sky Harbor 13:33, 14 October 2009 (UTC)

Done

Remaining issues based on discussions above

Based on the unresolved sections above, the following are the remaining issues. Let's resolve all of these by October 24.

• Scope of membership / Mention of WMF projects
• Tenure of directors and officers
• Impeachment
• Order of sections
• Vetting by a corporate lawyer

Let's try to finish these this week. --seav 02:17, 20 October 2009 (UTC)

ChapCom questions and remarks (by eia)

General remarks

Hi, thanks for the draft. Overall, it looks pretty good, and there seem to be no major things to be /missing/ from it. However, I have a bunch of questions. Some are minor (markes as (m), usually mere suggestions for your own benifit, just do as you find it most useful yourself), some are more important to me (marked as (i)) to ensure a healthy association. Just questions are marked with a (q). Effeietsanders 19:45, 21 November 2009 (UTC)

Just for reference, since I'll be citing the Corporation Code of the Philippines a lot, you may want to keep this link in mind: http://www.chanrobles.com/legal5cc.htm. In addition, the by-laws are in a work in progress: a bunch of articles (such as on term limits) have not yet been rewritten pending input from our lawyer and from the ChapCom review. --Sky Harbor 15:35, 22 November 2009 (UTC)

Just for the record, I am member of chapcom, in case that was not clear enough :) Effeietsanders 13:51, 23 November 2009 (UTC)

Yes, we know that you're a ChapCom member. We emailed Delphine two weeks ago regarding the ChapCom's review. He gave us two scenarios on his reply. Since we haven't submitted the By-laws to our local authorities yet, we are currently following the second scenario that was described by Delphine in his email. Here is how the scenario goes: Once ChapCom and our group finalize the By-laws, it will be submitted to our lawyer for a review. The lawyer would tell whether it is compliant with our local laws or not. We work together to find an acceptable version and then our group will submit it to the Securities and Exchange Commission or SEC, the local authority responsible for the registration of corporations.

Here again, we have two subscenarios:

• 2-A SEC asks changes which the chapters committee agrees on, and everything is perfect.
• 2-B SEC asks changes which the chapters committee can't agree on, and we can't, become an official chapter.
• 2-C SEC asks for no changes and everything is well.

I hope this will clear things up. :) --Jojit (talk) 16:19, 25 November 2009 (UTC)

Article 1

• (m) section 1: I'm somewhat doubtful about the practicality of pinning down the annual convention to a specific week (third week of May). Is there a specific reason for this? Personally, I think an arrangement where you just demand a minimum period of time before the meeting to have the date fixed (for example, one month before) would give enough time. Effeietsanders 19:45, 21 November 2009 (UTC)
  • This is required by the Corporation Code (Title VI, Section 50). In fact, we're actually supposed to specify an actual date for the convention, but we're keeping it as open as possible to allow for a Wikimania-style conference to take place. If we don't specify a date, then we are bound by law to have in every April. --Sky Harbor 15:35, 22 November 2009 (UTC)

• (m) section 2: I find these quarterly meetings quite often! Sounds very nice of you to work so hard to involve the members, but do you really think, especially the first years, there are enough reasons to have so many reasons? Effeietsanders 19:45, 21 November 2009 (UTC
  • This is also required by the Corporation Code (same section as above). Actually, this was copied from the official SEC by-laws template. While we can have it at any time as specified in the by-laws, the vast majority of non-stock corporations either have it quarterly or monthly. --Sky Harbor 15:35, 22 November 2009 (UTC)

• (m) section 3: "All available means" seems rather rigorous to me as well. You might want to tone down this a bit, to make sure that no unrealistic claims are laid down by members later. What about something that focuses more on reaching as many members as possible. Effeietsanders 19:45, 21 November 2009 (UTC)

• Section 4: (q) I don't understand what was intended by this section. Effeietsanders 19:45, 21 November 2009 (UTC)
  • I'm not sure myself, but I think it means that if you choose not to attend the meeting, then you are free to do so. I'll try to get this interpreted. --Sky Harbor 03:53, 27 November 2009 (UTC)
    • Thanks. What I initially understood from it, but I'm totally not sure, is that if someone did not get a proper invitation, they can say it is fine if they were able to attend anyway. But clarification/rewording might be helpful :) You definitely should be able to understand your own bylaws :) Effeietsanders 13:13, 8 December 2009 (UTC)
      • After a brief Google search, I found the answer. A waiver of notice is effected when, for some reason, a notice of meeting cannot be given or the particulars of the meeting have changed. With this provision, any member attending the meeting can waive the notice requirements so that the meeting proceeds as planned. --Sky Harbor 05:35, 22 December 2009 (UTC)

• Section 5: (m) A quorum of 50% is quite a lot. Especially if an association becomes somewhat larger, this becomes more and more difficult. I suggest to at least add also proxy votes (section 7, not clear right now, it seems that for the quorum only the number of people count) to this number, or find another way to avoid deadlock at some point. Effeietsanders 19:45, 21 November 2009 (UTC)
  • This is required by the Corporation Code (Title VI, Section 52). The quorum is always a majority of members unless otherwise called for by either the Code or the by-laws. What then is an ideal quorum? --Sky Harbor 15:35, 22 November 2009 (UTC)
    • There are several possibilities, all depending on your situation. One possibility I would like to give in mind (but I dont know if that complies with corporation code) is something along the lines of "In case there is no quorum reached, a special, second, meeting can be called with the topic only being the topics which were on the agenda of the meeting without the quorum, and for that second meeting, no quorum is required (or a lower quorum). This should be communicated explicitely to the members.". This would allow you to function, even though with delays, when there is no sufficient quorum present. Another way is to only require a quorum for important things, and not for small business. There is indeed no ideal percentage, that depends a lot on your local situation. Effeietsanders 13:57, 23 November 2009 (UTC)
      • Well, we will only need quorum five times a year, unless we call a special meeting. What I can think of is that for special meetings, no quorum is necessary unless something is tabled on the agenda (there are ways for members to vote via proxy, and we'll try to allow online voting as well). For regular meetings, maybe if there's no vote, we can introduce a provision allowing for the members to suspend the quorum requirement if the quorum can't be met. --Sky Harbor 03:55, 27 November 2009 (UTC)
        • Hmm, I don't think the present members should be able to decide whether the quorum for that specific meeting can be changed. I would definitely make sure that proxy-votes are included in the quorum-counting. However, I don't think I understand your suggestion very well. You seem to say that if there is nothing on the agenda, no quorum might be required. Actually, I think that if there is nothing on the agenda, it is not that important to have the meeting anyway, although you have compulsitory meetings. It would at least resolve that. (it releases some of the pressure) You could also choose to have different types of quorum, especially for changing the bylaws it is reasonable to require a 50% quorum. Effeietsanders 13:13, 8 December 2009 (UTC)
          • We think we can manage with the quorum. 50% attendance is pretty standard over here. --seav 16:15, 30 January 2010 (UTC)

Article II

• (q) Section 2: How is regularly defined (no.3)? With no.4 you seem to exclude people who you would want in the board to help think about the big line, but not do hands on work. Qualifications 3/4 seem to be to me qualifications that should be judged and weighed by the people voting for the candidates. Not really something to write down in the bylaws it seems to me. Not hard demands to disqualify someone by. Effeietsanders 21:14, 21 November 2009 (UTC)
• (i) Section 4: "The board of directors is the supreme body of the assotiation" - why is this? It seems to me more logical to have the General Convention to be the Supreme Body. In the end, it should be the members who rule the association, through the BoD. Effeietsanders 21:14, 21 November 2009 (UTC)
  • This is the case because of the Corporation Code (Title III, Section 23). All corporate powers are exercised by the Board. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • I am not a lawyer, especially not on Philippine law, so please check this with an expert, but as I understand that section, the board only excercizes the powers. That does not mean they are the supreme body, because the General Meeting (shareholders meeting?) could overrule them if they want. That means, they could give them the assignment to do something specific, but the BoD still would have to do it. As you might say, the BoD "represents" the General Meeting. Could you check this with a lawyer or other expert? Effeietsanders 13:16, 8 December 2009 (UTC)
      • I will try to contact our lawyer for this matter. I'll keep you posted once he replies. --Jojit (talk) 03:33, 9 December 2009 (UTC)
        • Our lawyer, Atty. Santiago, responded on my email yesterday regarding this matter. Here is his reply:

Lodewijk is correct. For corporations, the stockholders elect the Board of Directors who will represent their interest; the Board appoints the President who is accountable to the Board, in turn. The same is true for non-stock corporations where the members elect the Board of Trustees and so on.

— Atty. Santiago

If you want me to forward the email of Atty. Santiago to you, please inform me through the "Email this user" feature of this wiki. --Jojit (talk) 02:51, 14 December 2009 (UTC)

Thank you for your reply and confirming. Could you then perhaps clarify/improve the appropriate sections in the bylaws accordingly? Thanks a lot. Effeietsanders 13:31, 15 December 2009 (UTC)

Sorry for the late reply, I'd been busy last December. I recently edited Article II, Section 4. Are these changes OK? What other things in the By-laws that should be fixed or changed? What is the status of your review? --Jojit (talk) 08:09, 8 January 2010 (UTC)

• (m) Section 5: I'm not sure if it has been defined well enougf under which circumstances such indemnification takes place. A small phrase like "for their actions performed as a board member of the association". Effeietsanders 21:14, 21 November 2009 (UTC)
  • Took note of the suggestion and added. --Sky Harbor 09:47, 10 January 2010 (UTC)

Article III

• (i) Section 1': this section mentions that the auditor is part of the Board of Directors. I think it would be much better if the auditor can be independent from the board, and has no involvement in the decisions he has to audit on. That way he can give an independent advice to the General Convention to approve or disapprove the accounts. In many chapters, the auditor is even a commission of a few non-board members. Effeietsanders 21:14, 21 November 2009 (UTC)
  • The Corporation Code explicitly says that the auditor is independent of the Board. The position is merely mentioned here for uniformity with other positions, but I'll add something clarifying that. The same goes for the Treasurer. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • The treasurer is no part of the board? interesting. However, the auditor not being a member of the board would indeed resolve this issue. Thanks for fixing it. Effeietsanders 13:17, 8 December 2009 (UTC)
    • Actually, the Corporation Code (Sec. 25) says that the Treasurer "may or may not be a director". --seav 13:32, 30 January 2010 (UTC)
  • Wait a minute. Article III talks about the officers, not the Board of Directors. So nowhere does it actually say that the auditor is part of the Board and thus needs to be independent. --seav 12:34, 30 January 2010 (UTC)
  • Oops. I think you mean the part that the board elect the officers from among themselves part. I edited this already. --seav 13:32, 30 January 2010 (UTC)

• (m) Section 3: In case of a vacancy, a special meeting would have to be called within a week. Considering the fact that there should be a call for candidates and all, a week seems somewhat short to me. Especially considering that it would usually take at least 10 days to call a meeting (art.I, sec.3). I suggest to lengthen this time somewhat if the laws allow for that. Effeietsanders 21:14, 21 November 2009 (UTC)
  • Well, since the Board decides among themselves who will become officers, then the meeting is just for the board, and not the whole membership body. So a shorter time-to-meeting is ok. But anyway, we lengthened the time to 10 working days instead. --seav 15:10, 30 January 2010 (UTC)

Article IV

• (m) Section 3/4: "[The secretary] shall have custody over (...) all other papers that are to be kept by the Treasurer" and "[The Treasurer] shall keep and have charge of the books of accounts (...)" seem to contradict each other. Could you please clarify? Effeietsanders 21:21, 21 November 2009 (UTC)
  • I'm not sure of the exact provision in the Corporation Code that defines this (if any), but based on my understanding the Treasurer is expected to keep the financial records of a corporation (i.e. those that might interest the Bureau of Internal Revenue, the Philippine equivalent of the US's IRS), while the Secretary is to keep any other pertinent documents of the corporation such as minutes of meetings and stock certificates. --- Titopao 07:16, 23 November 2009 (UTC)
• (q) Section 4: "He/she shall likewise post a bond in such amount as may be fixed by the Board of Directors" - what does this mean? Effeietsanders 21:21, 21 November 2009 (UTC)
  • Frankly, we don't know either. It came with the template bylaws and looking at the Corporation Code, it seems to only refer to stock corporations, not non-stock like ours. --seav 15:29, 30 January 2010 (UTC)
• Section 5 -> see earlier remark about auditor / Audit Committee. Effeietsanders 21:21, 21 November 2009 (UTC)

Article V

• (m) Section 1: The membership seems to be restricted to people based in the Philippines but give a broad option to circumvent that. Is there a reason for this statement to be there in the first place? Effeietsanders 21:21, 21 November 2009 (UTC)
  • I have a feeling this was misread. The scope of membership is composed of members who are either based in the Philippines, who are of Filipino descent but are based outside the Philippines, or who are not of Filipino descent but are based outside of the Philippines and support the manifest aims and objectives of the association. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • Yeah, that is how I understood it somewhat. It gives a huge back door through the "support the aims and objectives". However, shouldn't all members support those goals, Philippino or not? That was what I was mainly wondering. But it is a minor point, so no big deal. Effeietsanders 13:24, 8 December 2009 (UTC)

• (m) Section 2: This seems to suggest that everybody who paid the amount laid down, becomes automatically a member. Do I oversee something, or is there some application/admission? Effeietsanders 21:21, 21 November 2009 (UTC)
  • Members are screened. It clearly states at the end of each provision: "...if qualified." Whether or not they are qualified will be clarified by the Board at a later time. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • Hmm, but it does not indicate what this qualification should be based on (except that there should be no discrimination). But I see what you mean. Effeietsanders 13:24, 8 December 2009 (UTC)

• (q) Section 3 no.2: I don't understand, could you clarify? Effeietsanders 21:37, 21 November 2009 (UTC)
  • Any proposal that the Board makes to the membership body is open to scrutiny by any member of the association. This provision applies to major decisions (amendments to the by-laws, the annual budget, a.k.a. anything that needs to be passed during the annual convention or a special meeting). More minor decisions (procurement of supplies) is a power that only the Board will need to exercise. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • What was mainly weird to me, is that it stated "decisions by the BoD". That suggests to me that the decision has already been made, instead that it is a proposal. Effeietsanders 13:24, 8 December 2009 (UTC)
      • This has now been reworded. --seav 14:25, 30 January 2010 (UTC)

• (i) Section 3: One right that is missing here is something along the lines of "To discuss and approve the Financial and Annual reports proposed by the Board of Directors. To discuss and approve the Budget of the Association." This is very important, because in the end, the budget is the most important power tool of the General Convention - determining what the BoD can spend money on and do in the coming year. Also, this obliges the BoD in some way to give accountance of their actions in the past year by requiring the approval of the reports. Effeietsanders 21:37, 21 November 2009 (UTC)
  • This is a given, as what I've mentioned above. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • See my above statement, I assume that goes here as well. Effeietsanders 13:24, 8 December 2009 (UTC)

Article VI

• (q) Section 2 no. 2: Does this include not paying the membership fee? Effeietsanders 21:37, 21 November 2009 (UTC)
  • Yes, it does. --Sky Harbor 15:35, 22 November 2009 (UTC)

• (m) Section 7: "(...) may be appealed (...) at least one (1) week after promulgation of such decision" - This seems weird to me. Don't you intend to set a maximum term, instead of a minimum term? In the case of a maximum term, I would think a week is rather short though, and I also think that this would only be reasonable "from the moment of announcement" or something similar. Effeietsanders 21:37, 21 November 2009 (UTC)
  • The minimum exists because we have members who live in far-flung areas of the Philippines, and given the unreliability of the Philippine postal system, we need to keep the date open-ended so that we can give all members who suffer the same consequence a chance. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • Keeping it open ended is fine with me of course, but the minimum strikes me as odd: it would not be allowed to protest immediately? Hence. But no big deal, just weird. Effeietsanders 13:25, 8 December 2009 (UTC)
      • Well, we're aiming to avoid frivolous appeals. The one-week ban on appeals is designed to allow everyone some time to think about the case before proceeding to an appeal, which if done immediately will only add on to the headaches of both members and officers alike. --Sky Harbor 12:56, 10 December 2009 (UTC)

Article VII

• (m) Section 1, no.3: Does this intend to imply not from foreign governmental organizations? Effeietsanders 21:37, 21 November 2009 (UTC)
  • No, it does not. The foreign governmental organizations bit is addressed in Section 1, no. 2 ("Donations or grants from members, persons and corporate or organizational entities, whether residing or based in the Philippines or abroad"). --Sky Harbor 15:35, 22 November 2009 (UTC)

• (q) Section 2: What does this mean in practice? Effeietsanders 21:37, 21 November 2009 (UTC)
  • Other than the base fee, it basically implies that the Association may collect fees and dues when so required. For example, the Association may collect, let's say, P100 as an ID issuance fee, if so required. --Sky Harbor 03:58, 11 January 2010 (UTC)

• (i) Section 4: I would like to propose to explicitely state that the renumerations have to be in accordance with an expense policy as in advance approved by the BoD/GC (ideally speaking, by the GC imho). Effeietsanders 21:37, 21 November 2009 (UTC)
  • The Corporation Code explicitly prohibits directors/trustees of non-stock corporations from receiving any form of compensation (Title III, Section 40), unless they are granted "reasonable per diems" in the by-laws. However, directors are also not entitled to per diems (Title IX, Section 87). The only thing that we can do is to reimburse them for the full amount of what they spent in furthering the aims of the association, the rules of which shall be defined by the Board. --Sky Harbor 15:35, 22 November 2009 (UTC)
    • Addendum: members are also not entitled to any dividends (Title IX, Section 87). --Sky Harbor 02:40, 23 November 2009 (UTC)
      • I think it is totally reasonable to cover expenses. However, to make sure this all happens transparantly, this should be written down at some point in a seperate code/policy. Could you explicitely state that these rules for reimbursement will have to be determined, and by which body? Effeietsanders 14:04, 23 November 2009 (UTC)
        • We have added wording to that effect. --seav 15:45, 30 January 2010 (UTC)

Article IX

• (m) Section 1, no.2: The word "community" is used here without defining which community etc. I find it an odd statement, although I think to understand what you intend with it. I think it is better to clarify or remove it though, but it is up to you. Effeietsanders 21:37, 21 November 2009 (UTC)
  • That should mean "membership body". --Sky Harbor 15:35, 22 November 2009 (UTC)
    • Maybe it is better to change that wording then? Because in our circles, community often refers to the editing community. This could lead to confusion. Effeietsanders 13:26, 8 December 2009 (UTC)
      • Done. --Sky Harbor 05:32, 22 December 2009 (UTC)

Article X

• (m) Section 3: If I read this correctly, the amending of these bylaws would be extremely complicated and tough. Really changing it would only be possible at an annual convention, not at a special meeting in case of emergency? (still with the 15 day minimum of announcement) Effeietsanders 21:37, 21 November 2009 (UTC)

Well, bylaws should be given a chance to work so it should not be possible to be easy to modify the bylaws. --seav 14:56, 30 January 2010 (UTC)

Summary of remaining issues as of January 2010

Thank you for your answers. I went through the questions and answers once more, to check which issues have been resolved, and which are still outstanding. I will list them below.

• The quorum is something you might want to rethink still, but that is up to you. No major issue for me, mainly impractical for you.
• The same goes for Art.III.sec.3
• And for Art.X
• On Art.IV sec.4 there is still an open question
• The issue about the auditor being independent does not seem to have been resolved yet, although we agreed about it. (Art.III sec.1 and Art.IV Sec.5)
• You might want to clarify Art.V sec.3 no.2
• At least the remark about Art.V Sec.3 on adding the "To discuss and approve the Financial and Annual reports proposed by the Board of Directors." seems important to me.
• A reply to my remark about Art.VII Sec.4 would be welcome.

For the rest, I think most issues are either minor or already resolved. Best, Effeietsanders 16:14, 15 January 2010 (UTC)

Thanks for summary. We are going to have an online meeting to finalize the remaining issues in the By-laws on January 30. Hopefully, we will give a feedback to you by first week of February. --Jojit (talk) 02:32, 25 January 2010 (UTC)

Thank you. If you think that would be helpful (to make the communication somewhat quicker and direct perhaps), I would be willing to try to attend such meeting, if that is schedule-wise possible. Effeietsanders 12:44, 25 January 2010 (UTC)

Responses by the community

The quorum is something you might want to rethink still, but that is up to you. No major issue for me, mainly impractical for you.

We think we can manage the quorum. 50% attendance is pretty standard over here. --seav 16:16, 30 January 2010 (UTC)

The same goes for Art.III.sec.3

Resolved. See reply above. --seav 15:11, 30 January 2010 (UTC)

And for Art.X

We decided that this Article is ok as it stands. --seav 14:58, 30 January 2010 (UTC)

On Art.IV sec.4 there is still an open question

Replied above. --seav 15:30, 30 January 2010 (UTC)

The issue about the auditor being independent does not seem to have been resolved yet, although we agreed about it. (Art.III sec.1 and Art.IV Sec.5)

Well, there doesn't seem to be any conflict in the first place. Article III talks about the officers, not the board itself so nowhere does it actually say that the auditor is part of the board. --seav 12:37, 30 January 2010 (UTC)

Fixed, see my response above. --seav 13:33, 30 January 2010 (UTC)

You might want to clarify Art.V sec.3 no.2

Clarified. Is this ok? --seav 14:21, 30 January 2010 (UTC)

At least the remark about Art.V Sec.3 on adding the "To discuss and approve the Financial and Annual reports proposed by the Board of Directors." seems important to me.

This is addressed by the recently edited Art.V sec.3 no.2. --Jojit (talk) 16:58, 30 January 2010 (UTC)

A reply to my remark about Art.VII Sec.4 would be welcome.

Resolved. See reply above. --seav 15:46, 30 January 2010 (UTC)

Additional clarifications from ChapCom rep

Thank you for your replies. About Art.III Sec.1, is it a (legal?) requirement that the Auditor is appointed by the Board of Trustees? If it is not, I would find it more logical (from the neutrality point of view) that the auditor is actually directly appointed by the Membership. By doing that, you ensure that the Auditor is neutral, and will not be a straw puppet of the board. However, that is assuming that the auditor is a non-professional auditor (so, he is not paid for his job, like all officers). In case of a misunderstanding, that you are actually hiring a professional auditor, I think everything is covered by law fine. I think by the way that a volunteer auditor appointed by the General Membership would be the most realistic option for the first years. That is the only issue I have with the current bylaws, for the rest it looks excellent! Thanks for all the effort! Effeietsanders 11:07, 3 February 2010 (UTC)

We decided that the incoporators will appoint the first Auditor who will serve until the first annual convention. Succeding Auditors will be elected by the Membership Body. I edited the By-laws to include this. --Jojit (talk) 01:55, 7 February 2010 (UTC)

That sounds like an excellent solution to me, thank you.

Just to lay out the process from here: I will propose a vote in the committee, which will take place the coming time unless suddenly more questions arise (which I doubt). If the vote gets approved, the committee will give a positive advice to the board, and the board will make the formal decision about the approval. --Effeietsanders 02:28, 7 February 2010 (UTC)

Note: I have edited the document, moving the statements about the initial Auditor to Section XI (Transitory Provisions), where it properly belongs. There's no change in substance. --seav 04:16, 7 February 2010 (UTC)

Final By-laws that will be submitted to SEC

Just like in the Articles of Incorporation, I changed the contents of the By-laws here in meta to reflect the final By-law to be submitted to SEC. But it is still awaiting approval by ChapCom since we made changes. See below table for the summary of changes. --Jojit (talk) 04:09, 6 April 2010 (UTC)

UPDATE: Effeietsanders emailed me and said that ChapCom had no objection on the changes. So, filing of the documents to SEC will proceed. --Jojit (talk) 09:10, 6 April 2010 (UTC)

Summary of changes

SEC and Lawyer's review	Change reason	Action taken by WMPH
1. Article I, Section 1: Revise article to specify "annual convention" as the "regular meeting".	To avoid confusion, since "regular meeting" is the terminology in the Corporation Code	Revised section "Regular Meeting/Annual Convention – The regular meeting, otherwise known as the ‘annual convention',..."
2. Article I, Section 1: Specify day or day of the week for the meeting.	SEC requirement	Specified third Saturday of May instead of third week of May.
3. Article I, Section 2: Recommend to replace the word "Association" with "Corporation"	Standard format	Replaced the word to "Corporation" throughout the By-laws.
4. Article I, Section 3: "Urgent cases" only refer to "special meetings"	For clarity.	Changed the second sentence of the section to: "In urgent cases that call for special meetings"
5. Articel II: "Trustees" instead of "Directors"	Directors refer to stock corporation while Trustees to non-stock.	Changed term just like in the Articles of Incorporation
6. Aricle II, Section III and Article V, Section III: Use "regular" instead of "full" when referring to members.	For consistency and clarity.	Specified "regular" instead of "full" when referring to members.
7. Article III, Section I: For complaince with the Corporation Code, this text is added: "Provided that no one shall act as president and secretary or as president and treasurer at the same time"	To comply with Sec. 25 of the Corporation Code, which states that "no one shall act as president and secretary or as president and treasurer at the same time."	Added the sentence at the end of the section.
8. Articel III, Section 3: Clarification on who would participate in the elections. Board of Trustees or the members?	For clarity.	Clarified section based on Article III Section 1.
9. Article V, Section 4: Clarify that the section pertains to regular members.	For clarity.	Clarified section to pertain to regular members.
10. Article VI, Section 4: Revise section to comply with Sec. 28 of the Corporation Code	For compliance with the Corporation Code.	Revise section to comply with the Corporation Code. Specified two-thirds vote instead of one-third and instead of the Board, the special meeting should be called by the Secretary by the order of the President or by the written demand of the members entitled to vote.
11. Article VI, Section 7: Delete the whole provision as appeal from a decision of the Board is not a remedy in the Corporation Code	If a decision “may be” appealed, then it is not a right. The lawyer recommends deletion of this whole provision, as appeal from a decision of the Board is not a remedy provided in the Corporation Code.	Deleted section.
12. Article XI, Section 2: Delete the entire Article o conform with Sec.118-119 of the Corporation Code.	The provisions on Dissolution appear to be in conflict with the provisions of the Corporate Code, namely Sections 118 and 119. The lawyer recommends to either delete the Article in its entirety (at any rate, the law is read into the By-laws, whether the provision is written into the By-laws or not) or conform the aforementioned sections.	Deleted whole Article IX and the succedding order of the By-laws were revised accordingly.
13. Article X, Section 1: Majority vote, not just approval	For compliance and clarity.	Specified majority vote of the Board and not just approval. Take note that this is already Article IX as revised.