Talk:Wikimedia Philippines/By-laws/old

For a summary of comments and review visit the Review Summary link.

Achieve

By-Laws Vote

• Oppose. We need to revisit the Articles of Incorporation, again. Do we still push through with the 1,000,000-peso working capital? Because it is stated so in the Articles. --Seav 03:51, 6 November 2007 (UTC)

• Oppose Yes, I believe what Seav said. And I still think that the official language should be Tagalog and our name be Wikimedia Pilipinas, simply because we must love our own. -- Felipe Aira 11:50, 25 November 2007 (UTC)

Old By-laws discussions

Policy-making

Now that I have had a somewhat good look at the by-laws, I see some problems with it. The most critical one is item 1 of Section 17:

To issue and promulgate resolutions with respect to policies enforceable on all Philippine-language Wikimedia projects and Filipino Wikimedia communities. Such resolutions are legally binding on all members of the Association and of the community in general. However, such resolutions are subject to the approval of the member body of the Association and to the ratification of the communities where such resolutions are affected.

As stated in the Guidelines for future chapters:

The Wikimedia projects are not the chapter's playground and the chapter should never confer to its members a position of specific power within a Wikimedia project.

I get this to mean that Wikimedia Philippines cannot enforce policies on Wikimedia projects. The chapter's only job is to promote Wikimedia projects and further the goals of the Wikimedia Foundation. The projects are under the purview of the Foundation, and we cannot make any binding policies that affect the workings of any project.

I'll make some other comments when I have the time. --Seav 05:17, 6 November 2007 (UTC)

Wikimania Philippines

I don't think we can use the term "Wikimania" as it's reserved for the official conferences organized by the Wikimedia Foundation. In addition, I don't think conferences, per se, should be enshrined in the by-laws. They're more like projects instead of operational meetings like the others. --seav 01:05, 7 November 2007 (UTC)

The name is tentative, so when we have a new name, we'll incorporate it. Other than that, it would be good if we were to have an annual meeting. It's common practice among organizations to incorporate it into their bylaws or constitutions (examples include other Wikimedia chapters, the local government organizations in the Philippines and possibly others). --Sky Harbor 15:21, 7 November 2007 (UTC)

Board of Directors

There are references to a "Board of Directors". I think this should be "Board of Trustees"? --seav 01:05, 7 November 2007 (UTC)

Official Language

I still say that Tagalog should be our official language for these reasons:

1. Tagalog is most widely spoken in the Philippines.
2. Even though ethno-linguistic groups may join us choosing Tagalog is never favouritism and even if it is it is better than to choose a foreign langauge, because even choosing a foreign one cannot prevent "favouritism".
3. English is foreign. It would be better the take our own.

-- Felipe Aira 11:53, 25 November 2007 (UTC)

The fact that language domination by a local language still exists nevertheless proves a point: that we are still favoritizing a particular ethnic group. A good question would be why Cebuanos use Cebuano rather than Tagalog in their speech? Because there is still language domination (that's why they sang the national anthem in Cebuano in the 1980s). We are trying to avoid another example of an Imperial Manila and English is the best facilitator of this aim of not making WMPH a facet of an "Imperial Manila". Besides, English is only one of ten other languages that can be used for communication, the others being all other languages with an active Wikimedia project. So the use of Tagalog is still there. --Sky Harbor 00:31, 30 November 2007 (UTC)

Actually I have to agree with that. However, whatever language we choose, we can never prevent such language from dominating the other non-official languages, even if we choose a foreign one. And it is what has happenned. You say that we are avoiding Imperial Manila, so do I, however, Imperial Manila would be a lot better than Imperial America or Imperial Britain. We should choose Tagalog since it is our own and it is most widely spoken. And I do also suggest, in order to prevent Tagalog from becoming a tool in the death of Cebuano, Hiligaynon et cetera, that we also declare the other most widely spoken languages in the Philippines as co-official. Maybe at least 5 to 8. However, I myself will strongly disagree that suggestion of mine if ever that English gets included in those co-official languages. And I don't quite like the sound of the phrase "If there is any conflict between the English version and the translated version of any announcement, proclamation or document of the Association, the English version shall prevail." -- Felipe Aira 12:17, 6 January 2008 (UTC)

I'm a strong advocate to have Tagalog as our official language, but our medium of communication is English. Unless we all agree that all documents, correspondence and the way we do our business will be in the native vernacular. — scorpion prinz 17:23, 28 May 2008 (UTC)

Let me repeat myself again: English is the official language of the Association (remember, we have foreigners among the ranks of members) but all documents and correspondence will be translated into all Philippine languages where there is an existing Wikipedia. --Sky Harbor 05:16, 2 June 2008 (UTC)

"...will be translated into all Philippine languages where there is an existing Wikipedia." for what purpose? --Filipinayzd 01:48, 10 June 2008 (UTC)

Archival and dissemination purposes. --Sky Harbor 09:38, 10 June 2008 (UTC)

Generally, WMPH focuses on English Wikipedia. Most, if not all, of the articles in most Philippine Wikipedias are translations of the English articles. --Filipinayzd

New By-laws discussions

Based on the above discussions, I have done the following changes:

• Provisions on the regulation of technical rights and operation without budget have been removed, as well as provisions on WMPH regulation of Wikimedia projects, which are prohibited by the WMF (specifically, these are Sections 17, 22 and 32)
• Some provisions have been re-written for simplicity and clarity, such as Sections 1, 12 (types of meetings) and 34 (borrowing funds)
• Section re-numbering will be done soon

Others need to be decided upon or inserted:

• The name of the annual convention
• Specific powers of officers
  • This needs to be checked so that there will be little to no overlap with Board authority
• Seniority (Chairman vs. President)
• Clarifications on the powers of members (Sections 6-9 will be re-written to meet this)
• Bounds on which the Board can issue resolutions
• Other provisions, as needed

Let's hope we can get this done. --Sky Harbor 19:17, 27 May 2008 (UTC)

I've created a review summary for the By-laws. It sums up the all the issues, reactions and comments on the By-laws. This will also serve as guide on finalizing this document. Of course, you can update it as our discussion progresses. --Jojit (talk) 09:25, 7 June 2008 (UTC)

Target date of completion

• Final Draft to be completed on June 14, 2008.

I strongly recommend we start discussing all of the contents of this document. First Reading June 1, Second Reading June 10, Third and final reading June 14 so that it will be signed on June 14 or 21. --Exec8 14:31, 1 June 2008 (UTC)

Important: We must submit our by-laws to the ChapCom as required before we can submit our Articles of Incorporation to the SEC. Please read Steps 3 and 4 of the Chapter Creation Guide here. --JinJian 13:28, 3 June 2008 (UTC)

Bylaws include the AoI. --Sky Harbor 04:01, 4 June 2008 (UTC)

Yes, I assume that By-laws include AoI for ChapCom purposes but AoI and by-laws may be filed separately for SEC purposes.--JinJian 04:28, 4 June 2008 (UTC)

Section 1: Request for deletion

All provisions approved and incorporated in the Articles of Incorporation of Wikimedia Philippines, Inc. (hereinafter called "the Association") shall be considered as legally binding provisions of the Bylaws. However, no provision of the Bylaws adopted by the Association shall contradict the provisions of the Articles of Incorporation.

If there is no valid AoI, there is no corporation. If there is no corporation, this by-law is useless. If this by-law is useless, Section 1 is useless.

If the AoI is approved by SEC, there is a corporation. If there is a corporation, this by-law might be approved by SEC. If this by-law is approved. Section 1 is useless(It already served its purpose).

SEC will not approve the AoI and by-law if they contradict with the law. Sec. 47 of the Corporate Code already declares that by-law must not contradict with the AoI.

This by-law is already one of the longest among Wikimedia chapters. Perhaps we should consider trimming down those unnecessary sections.--JinJian 13:42, 12 June 2008 (UTC)

Well, I put it in as a fail-safe to remind members. However, given the circumstances, if people agree, I will remove the section. --Sky Harbor 10:31, 13 June 2008 (UTC)

Sec. 2 and 4

To delete, or paraphrase Sec. 2: "Announcements may be translated to Philippine languages however, the English version shall prevail if there is any conflict in the translation". To paraphrase Sec. 4: "The Association shall be composed of users, based in the Philippines and/or of Filipino descent, of any Wikimedia project. Other users who manifest interest in forwarding the aims of the Association by contributing to Philippine-related articles on any Wikimedia project shall also be included in the scope of membership of this Association." --Filipinayzd 01:34, 10 June 2008 (UTC)

I disagree regarding your Section 4 suggestion. Being a Wikimedia contributor should never be a prerequisite for joining Wikimedia Philippines. Remember, Wikimedia chapters aim to help the Wikimedia Foundation promote free educational/acdemic content through various activities and projects in their respective localities. Wikimedia chapters are not simply clubs for Wikipedians. --seav 02:01, 10 June 2008 (UTC)

The terms user and contributor are the same

I would agree with that. WMPH aims to be all-inclusive in the spirit of the global Filipino. We should not like be Wikimedia Indonesia, where their by-laws state that only adult Indonesian members (meaning those who are citizens of and have residency in Indonesia) or adult foreigners who have residency in Indonesia (in Philippine terms, dapat may ACR at Alien Employment Permit) are accorded the full rights of membership. WMPH accepts non-resident foreigners and kids (if it didn't, I wouldn't be doing this now, would I?), among others, right? So there is no basis for limiting membership to active contributors only. Also, we must also open the doors of membership to the legions of anonymous contributors. --Sky Harbor 09:47, 10 June 2008 (UTC)

Sec. 2, second paragraph - "Announcements may be translated to Philippine languages for archival and dissemination purposes." Since English is the official language, translations are unofficial.
Sec. 4 - The Association shall be composed of [members who are] users of [or contributors to all] (any) Wikimedia projects [and] (who) are based in the Philippines or are of Filipino descent [, whether residing in the Philippines or abroad,] as well as' (users of or?) contributors to all existing Wikimedia projects in Philippine languages.
Other users meaning [Persons not of Filipino descent, whether residing in the Philippines or abroad,] who show [manifest] interest in forwarding the aims of the Association, as well as contribute to content about the Philippines on any Wikimedia project or to Philippine-language Wikimedia projects, shall also be included in the scope of membership of this Association. --Filipinayzd 12:56, 10 June 2008 (UTC)

Other users also include anonymous contributors. --Filipinayzd 10:25, 11 June 2008 (UTC)

Section 6,No. 2 & Section 7 & Section 8 Organizational Membership & Section 13 & 14 & Section 20 (Clarifications Needed)

Section 6, No. 2:

To speak, propose, second and vote on all decisions of the Board of Trustees, as well all policies which affect the Philippine Wikimedia community

Section 7, Par. 2:

Persons with associate membership shall enjoy all rights and privileges of full members, with the exclusion of all powers of seconding and voting in the decisions of the Board of Trustees.

Section 8, Par. 2 Organizational Membership:

....However, organizational members shall be accorded the powers of seconding and voting in the decisions of the Board of Trustees.

Section 13: Quorum

Decisions of the Board of Trustees shall be voted upon by a quorum of all members of the Association. As a general guideline, a quorum shall consist of at least half of all members present in any given meeting, excluding observers.

Meetings held without a quorum shall not include in the meeting's agenda any voting in the decision of Association policies or resolutions. If such is included in the agenda prior to the discovery of a lack of quorum, such business shall be struck out of the agenda.

Section 14: Community Consensus

In all voting procedures of the Association, including elections, all decisions shall be subject to community consensus. If there is a consensus towards supporting or opposing a decision or anything being voted upon, such consensus shall be the basis for the outcome of said voting.

The nature of community consensus shall be based on existing policies and guidelines for consensus already enforced on all Wikimedia projects.

In the event that a consensus cannot be reached under the said procedure, otherwise known as a failure of consensus, the Board of Trustees may elect to adopt a supermajority voting system, wherein a minimum absolute two-thirds majority vote would be required in forging any decision under the procedures named herein.

Section 20: Resolution

.........If a proposed resolution is approved by the Board of Trustees, such resolution shall be subject to the approval of the membership body of the Association and the ratification of the Wikimedia projects or communities affected by the proposal. Any resolution that receives a consensus in favor of approval from the membership body and ratification from the Wikimedia projects or communities affected shall be official once certified.

Let me play the role of a devil's advocate here. Suppose the board needs to buy 1 ballpen and the association has grown to 10,000 members. Since Decisions of the Board of Trustees shall be voted upon by a quorum of all members of the Association, do the board have to call general membership meeting to ask their permission to buy the ballpen, and at least 5001 members should attend and at least 2/3 of the 5001 should say yes? --JinJian 15:20, 31 May 2008 (UTC)

That section still has to be clarified. Simple purchases, like supplies, should only require the approval of the Board. However, major purchases, like office space, require the approval of the membership body. In addition, consensus voting and supermajority voting are distinct. See Wikipedia:Consensus for what community consensus voting is. --Sky Harbor 03:20, 1 June 2008 (UTC)

Wikipedia:Consensus is about editorial decision-making. It does not say about organization governance. Except for fundamental matters affecting the corporation which are reserved to the members as provided in the Corporation Code, we should let the Board make all other decisions except when it is extremely necessary for the members to decide. We should not dilute the powers of the board to mere decision makers on simple issues. Of course, we may require that the Board should post major issues before they make decisions to enable the members to participate, discuss, recommend, and brainstorm. But ultimately it should be the Board that will make the decisions. There are difficult decisions that are unpopular but can be very effective. It is the responsibility of the Board of Trustees to make good decisions and it is the responsibility of every member to vote responsible trustees as their representatives.

"8-18-1800 rule:

8- If you've got to solve a problem or make a decision, then invite no more than eight people. having more than eight people in one room always causes more problems than it solves.

18- If you want to brainstorm, then you can go as high as 18 people. Just don't look for consensus from those kinds of numbers.

1800-If you want to disseminate information"

Community consensus and supermajority voting sound good on paper. But we should study these methods further before we adapt them. It concerns me because if we dilute the powers of the board too much, the association may feel the effects of anarchism. And it is counterproductive to the organization. We should trust our Board of Trustees, after all, we, the members, were the ones who put them in that position. We should give the Board the powers, but once they abused it, we go to EDSA.--JinJian 06:17, 2 June 2008 (UTC)

Organizational membership

What exactly is the purpose of such membership? So that legal organizations, as juridical persons, get to have a say in WMPH? As a related issue, what can prevent, say Company X Philippines Inc., from unduly influencing WMPH's activities by making a lot of its employees join WMPH as regular members? Maybe there should be also be a provision restricting the number/proportion of regular members and/or trustees and/or officers that are associated with a single external organization? --seav 04:27, 12 June 2008 (UTC)

Good point there. We should request that Section 8: Organizational Membership be removed from the by-laws. Perhaps we should ask these organizations to organize as sub-chapters, if qualified.

Section 8: Organizational Membership

Organizational membership in the Association is extended to any organization or entity based in the Philippines upon expression of manifest interest in forwarding the aims and objectives of the Association and upon receipt of all dues as mandated thereof. Once an organization or entity receives approval for its application for organizational membership, such organization or entity shall send one (1) representative to serve as the legal representative of the organization in question in all affairs of the Association.

Organizations or entities with organizational membership shall enjoy all rights of associate members. However, organizational members shall be accorded the powers of seconding and voting in the decisions of the Board of Trustees. --JinJian 22:13, 12 June 2008 (UTC)

I object. There are chapters that have organizational membership options without risking abuse (especially for WMDE). We should investigate their by-laws. For all I care, they can be sponsors. And no, organizations cannot just become sub-chapters. --Sky Harbor 12:22, 13 June 2008 (UTC)

Other chapters may have organizational membership but we are not sure if there have been or there will be abuses and undue interference in their affairs. We should conduct an arm's length sponsoring arrangement with these guys. They could be our partners, or we could arrange a joint venture with them. --JinJian 21:20, 13 June 2008 (UTC)

This is where consultation with the European chapters (Wikimedia Deutschland, Wikimedia Österreich and Wikimedia CH in particular, but including Wikimedia Sverige and others) takes precedence. They offer membership to legal entities, because by law, they are persons. Banning corporate participation because of affinities or consanguinities is counterproductive. We are not a TV promo or contest. --Sky Harbor 22:48, 13 June 2008 (UTC)

Section 11 Executive Officers

We should define the powers and responsibilities of the executive officers for clearer accountability. I took the following provisions from the expresslane by-laws of the SEC http://groups.yahoo.com/group/philwiki/files/ngo-sec-reg-form1.doc

a. President -- The President shall be the Chief Executive Officer of the association. In addition to duties as such. He shall preside in all meetings of the Board of Trustees and those of the members of the association.(Section 27 of the by-laws reserves this power to chairperson of the board)

He shall execute all resolutions and/or decisions of the Board of trustees. he shall be charged with directing and overseeing the activities of the association. He shall appoint and have control over all employees of the association, review and approve expense vouchers. together with the Secretary of the association, he shall present to the Board of trustees and the members an annual budget and, from time to time as may be necessary, supplemental budgets. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the associations for the fiscal year under his term.

b. Vice President -- The Vice President if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that maybe assigned by the board of directors.

c. Secretary -- The Secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees and of all meetings of all committees, in a book kept for the purpose. He shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He shall have custody of the correspondence files and all other papers that are to be kept by the Treasurer. He shall maintain the member's register, have charge of the bulletin board at the principal office of the association. He shall also perform all such other duties and work as the Board of Trustees may from time to time assign him.

d. The Treasurer shall have charge of the funds, receipts and disbursements of the association. He shall keep all moneys and other valuables of the associations in such bank or banks as the Board of Trustees may designate. He shall keep and have charge of the books of accounts which shall be open to inspection by any member of the Board of Trustees, whenever required, an account of financial condition of the association and of all transactions made by him as Treasurer. He shall also perform other duties and functions as may be assigned to him from time to time by the Board of Trustees. He shall post a bond in such amount as may be fixed by the Board of Trustees.

--JinJian 22:41, 26 May 2008 (UTC)

Be advised that this document is still largely a work in progress. Many sections still have to be re-written or removed altogether. But yes, we will keep your recommendations in check. --Sky Harbor 15:34, 27 May 2008 (UTC)

Keep up the good work!!! :) --JinJian 11:29, 29 May 2008 (UTC)

Assistant Secretary

The workload of secretary is usually heavy. We should have an assistant secretary. --JinJian 02:34, 28 May 2008 (UTC)

EXECUTIVE COMMITTEE (EXECOM) STRUCTURE proposal

Executive Officer	Manner of Election	Restrictions
President	Elected by General Membership	Cannot assume more than one executive officer position at the same time
Vice-President	Elected by General Membership	Cannot assume more than one executive officer position at the same time
Secretary	Elected by General Membership	Cannot assume more than one executive officer position at the same time
Assistant Secretary	Elected by General Membership	Cannot assume more than one executive officer position at the same time
Treasurer	Elected by General Membership	Cannot assume more than one executive officer position at the same time

--JinJian

Auditor and PIO/Representative

I propose to add these positions:

• Auditor
• PIO/Representative (recruiter :p) - one from each existing and (conditionally approved) proposed Wikipedia project (or proposed Wikipedia project as long as it is the stage of interface translation); no user can hold more than 1 position) --Filipinayzd

The secretary or president can do the information dissemination. --Filipinayzd 10:38, 11 June 2008 (UTC)

Section 16, 17 & 18 Composition of Board of Trustees

How many seats are there in the board? Perhaps we could fix it in the by-laws. I also suggest that the President, Vice-President, Treasurer and Secretary must be members of the board so that they could participate in the deliberation during the meetings of the Board. The board shall likewise be updated to the day-to-day affairs of the organization. I am suggesting that following provision be incorporated in the by-laws "There shall be 15 members of the Board of Trustees/Directors who shall be elected by the members of the organization. The members of the Board shall elect among themselves a Chairperson, Vice-Chairperson, President, Vice-President, Secretary and Treasurer"--JinJian 22:41, 26 May 2008 (UTC)

15 is too many for a board of trustees. On average, there are 5-7 trustees in a Wikimedia chapter. Also, the Board and the officers (President, VP, Secretary and Treasurer) are independent of each other. --Sky Harbor 15:50, 27 May 2008 (UTC)

Let's fix it to 5 trustees. --Jojit fb 01:36, 28 May 2008 (UTC)

I have no objection with 5 to 7. But I suggest that we should be balancing the inside(executive) and outside(non-executive) directors. I do not see the need to include all outside directors only. The board needs the wisdom of the internal director in its deliberation and voting process as well. There should also be closer coordination and relationship between the management and the board. I suggest that we should at least make the president and vice-president members of the board. With this set-up, the outside directors still enjoy the majority for check and balance. :) --JinJian 06:22, 28 May 2008 (UTC)

There are decisions that require approval of both the Board and the entire membership body (officers included), and these are usually the very important policy-deciding issues. Simple issues, such as opening a bank account, only require the decisions of the Board. Besides, the Board is mandated to be transparent, and the Secretary has to be present in all Board meetings. If the Board needs to call the President, let them. --Sky Harbor 15:37, 28 May 2008 (UTC)

Yup, There are things that need the approval of both the board and the general membership. The board presents these issues to the general membership for deliberation and approval. These issues usually involve the fundamental matters affecting the corporation. These issues are provided in the corporate code. Unless provided in the by-laws, other decisions and implementations fall under the jurisdiction of the board of trustees/directors.

The board controls the centralized management of the corporation. It exercises the corporate powers of the corporation. It may exercise these powers through delegation to committee and officers (the president being the most important one). Granting that the president and other officers have been elected by the general membership, they are still under the jurisdiction of the board and must execute board decisions/resolutions. These officers are not independent to the board.

Corporation has been designed this way to increase efficiency and to prevent confusions arising from diffused corporate powers. It is different in the way our government is organized in which powers are separated through three co-equal branches namely the executive, legislative and judicial department.

We know that the board makes big decisions. It is important to let the inside directors (president and vice-president) participate in the decision making process. We should not risk having bad decisions because of lack of relevant information. We need to bridge the gap between the perceptions and ideals of the board, and the reality confronting the executive officers. Decision making process needs inputs and being the chief executive officer, he is sometimes in the best position to provide such information. We should increase the effectiveness or at least give the chief executive officer the chance to become more effective by having him become a member of the board. It is easier for him to influence other members of the board if he is at the same level as them. Instead of being optional, we should compel the internal directors(president and vice-president) to participate in every decision making process of the board. For check and balance, the external directors still control the majority, and the chair still presides the meeting of the board of directors :) --JinJian 06:59, 29 May 2008 (UTC)

Seniority (Chairman vs. President)

I suggest we name it Chairperson or Chair rather than Chairman. We may be accused of being gender insensitive.  :)

The executive committee (President, Vice-President, Secretary, Treasurer) is headed by the president. The president is answerable to the Board of Trustees. The Board of Trustees represents the general membership.

The Board of Trustees exercises control and management of the corporation. However, the trustees can usually exercise this power only during meetings or at least when they act together as a board. They cannot usually exercise this power in individual capacity.

Since it is cumbersome and impractical to manage the day-to-day affairs of the corporation for the board of trustees, it needs to delegate this power to somebody to execute its resolutions and decisions. That someone is usually the president not the chair of the board. For this reason, the president is sometimes called the Chief Executive officer.

The board is a deliberative body, it needs someone to call and keep meetings in order. In some organizations, the presiding officer is held by the president and in some organizations it is held by some other members of the board and is usually called the chairman of the board. Although he is usually held high esteem by his fellow members of the board, this presiding officer has usually no additional powers beyond any other members of the board except perhaps to ensure that the board can conduct their meetings properly and function well.

The problem of having the president to preside meetings all the time is that it is difficult to expose error, mismanagement and fraud committed by the president and his team. The president as a presiding officer may not call a meeting to expose his own irregularities. Other members of the board may also be discouraged to open topics or discuss issues that are detrimental to the president.

The president is not really a subordinate to the chair but he is subordinate to the board of trustees. Even if the president is elected by the general membership, he is still a subordinate to the board of trustees. --JinJian 23:42, 27 May 2008 (UTC)

The president is in better position to be the vice-chairperson of the board. We should from time-to-time allow the president to preside meetings in the absence of the chairperson. It seems giving the vice-chairpersonship to someone else unnecessarily bloat the bureaucracy. But we should not give the position of the chairperson to the president for control purposes.--JinJian 02:34, 28 May 2008 (UTC)

BOARD STRUCTURE proposal

	Board Position	Manner of Election as a member of the Board	Manner of Election to Board Position	Restrictions	Can vote at the board?
1	Chair of the Board of Trustees	Elected by General Membership	Elected by members of the board	Must not be an executive officer or member of the executive committee	Yes
2	Vice-Chair of the Board of Trustees	Ex-Officio (President)	Ex-Officio (President)		Yes
3	Trustee	Ex-Officio (Vice-President)			Yes
4	Trustee	Elected by General Membership			Yes
5	Trustee	Elected by General Membership			Yes
6	Trustee	Elected by General Membership			Yes
7	Trustee	Elected by General Membership			Yes

--JinJian

Board of Trustees for the AoI

If I am correct, the Board of Trustees to be stated in the AoI does not need mention of structure, just how many and who are the members. So can we elect the non-Ex-Officio members now? Let's target for seven (for the purposes of the AoI) and just revise the Interim sections of the By-laws to adjust for the real structure? --seav 08:26, 3 June 2008 (UTC)

We can do that, but still, we will not be able to submit the AoI without the by-laws. ChapCom requires that we submit to them the by-laws first, before we submit the Articles of Incorporation to the SEC.--JinJian 13:28, 3 June 2008 (UTC)

Section 17, 24 & 25

Sections 17.1-3rd sentence, 24 and 25 of the by-law suggest that any member of the board can represent the organization for "official matters". I find it more comfortable if the PRESIDENT of the organization is given clear responsibility on this matter... after all he is the president. There is no clear accountability and potential danger/conflict may arise if we allow just any member of the board to represent the organization without the authority of the board itself. --JinJian 22:41, 26 May 2008 (UTC)

Section 20 Resolutions

Like what I said above (#Policy-making), the chapters cannot make any policies or or anything that affects the operations of the Wikimedia projects. As stated in the Guidelines for future chapters:

The Wikimedia projects are not the chapter's playground [...].

Whatever policies or operations that occur in the projects are based on the respective communities alone irrespective of any actions of any chapters. I suggest to strike out any mention of Wikimedia projects from Section 20. --seav 17:16, 1 June 2008 (UTC)

I have not removed it yet. That's why there's a bullet there: "...Bounds on which the Board can issue resolutions". Whatever is decided will replace said text. --Sky Harbor 01:19, 2 June 2008 (UTC)

Section 36 Suggestion: for deletion

Section 36: Audits and Financial Records All financial records of the Association shall be kept by the Treasurer and archived in the official records of the Association. Such financial records shall be subject to independent audits conducted annually by a certified public accountant ,with no affiliation to the Association , as well as by the Securities and Exchange Commission, whenever necessary.

Reason: (1) Independent audit = no affiliation to the association; (2)powers and responsibilities of SEC has already been granted by the law. No need to remind the SEC or the general membership about it. --JinJian 11:02, 29 May 2008 (UTC)

The SEC knows, the membership body does not. Therefore, the membership body should be told. That's why we submit copies of our annual report to the SEC. --Sky Harbor 01:06, 30 May 2008 (UTC)

Maybe, you are right that we need to remind the general membership of our obligation to SEC. But SEC relies on the financial statements audited by CPA. I suggest we should instead add the following statement: "The association shall submit the required financial and non-financial reports to SEC annually." or something like that.--JinJian 02:15, 30 May 2008 (UTC)

Section 38 School/student-based sub-chapters

I do not know if it will work but I think we should explore the possibilities of having school-based sub chapter. Schools can be healthy sources of wikipedians. ---JinJian 12:44, 28 May 2008 (UTC)

School chapters may work, but I do not know how they would be organized. There are many ways to do this: either they become a separate non-stock corporation (as would a regular sub-chapter by means of branch offices), or they would organize in a manner that they are legal from our point of view but not officially. This will still need to be ironed out. --Sky Harbor 13:44, 28 May 2008 (UTC)

Let's defer sub-school chapters until we have organized and fully functioning. — scorpion prinz 17:47, 28 May 2008 (UTC)

Section 38 of by-laws recognizes only three types of sub-chapters namely: (1)Regions, provinces, cities and municipalities of the Philippines, (2) Filipino communities based outside the Philippines (3)Linguistic groups and languages of the Philippines. If the group sees it fit to add the school/student-based chapter, perhaps we should include that in Section 38 of the by-laws for guidance and future basis in recognizing such chapters. I do not think it is legal necessity for them to incorporate. The board may issue implementing rules and guidelines regarding this matter.--JinJian 21:34, 28 May 2008 (UTC)

How about-adding another item to the list to include educational-institution-based chapters? Seems simple enough. And the actual provisions governing the sub-chapters should not be detailed in the By-laws; the future board can make a resolution for that (just like Wikimedia Foundation made a resolution creating the Chapters Committee). --seav 08:30, 3 June 2008 (UTC)

If agreed, I will add it to the By-laws. --Sky Harbor 09:00, 4 June 2008 (UTC)

Bullet added. School, college or university sub-chapters of WMPH may now be formed. --Sky Harbor 00:47, 6 June 2008 (UTC)

Section 46: Process of Amendments or Revisions

Simple majority would do. Otherwise, the organization may find it hard to amend by-laws in the future, especially if somebody will try to sabotage it. --JinJian 03:47, 4 June 2008 (UTC)

I'd prefer a supermajority as extra security. That should prevent frivolous amendments from passing easily. --Sky Harbor 04:02, 4 June 2008 (UTC)

Amendments should be tougher to implement and in most by-laws I've seen, require a supermajority to pass. There are also often provisions that limit admendments until a certain time (often 1 or 2 years) has passed since the last amendment. The point of all the hoops is to prevent whimsical changes before the by-laws have been given a chance to work. This comment is just a comment and is not an endorsement of any particular form of admendment provisions. --seav 04:37, 4 June 2008 (UTC)

If we lower our standards too much, nuisance amendment may be passed easily. But if we set our standards too high, it may make amendment virtually impossible to happen. Some examples of the latter: (1) Powerful minority who may be able to effectively block meaningful changes against the wishes of the majority. There are lot of reasons: conflict of interests, sentimental value, fear of change. (2 )Members who are inactive, indifferent and uncooperative (they may or may not have valid reasons) but their number crucial for amendments. (3) Willing members, but for some reasons, will not be able to vote. (For example, significant numbers who will not be able to go to Manila to vote). But their number is also crucial. Our organization is national in scope and diverse. We cannot predict the future. We do not know what kind of members the organization will have. We do not know what kind of issues will surround the organization by the time somebody proposes an amendment.

Change is a risky business. Even a well-meaning amendment may backfire. But change is also vital to maintain relevancy to the members. There is no such thing as a perfect by-laws and regular assessment(not necessarily amendment) must be made. There are members who want change, as well as members who do not want change. They may have interests other than the best interest of the association.

I am not totally against standards higher than simple majority. And I am still listening to the opinion of others. My assumptions may still be wrong. I cannot predict the future. But for now, I would rather relax my guard against trivial or nuisance changes, rather than set higher standard but may make change virtually impossible to happen.

Seav's suggestion of amendment only within certain time period is very interesting because it will provide reasonable stability to the by-laws. Some members may indeed make amendments as their hobby. --JinJian 00:57, 6 June 2008 (UTC)

Then the process should be balanced (by the way, what you're referring to is what I call tyranny of the minority). Let's try this formula:

• We'll keep a lower supermajority (let's say...60%).
• Amendments to the By-laws may only be introduced at the annual convention.
• There will be a one-year ban on the passage of amendments. This means that amendments can't be introduced until the next annual convention.
• Amendments must be reaffirmed at the next convention in order to be permanent. If it is not reaffirmed, the amendment will no longer be in effect.

This formula seems to be more intensive than the other proposals, but this should mitigate the possibility for abuse of the system and especially tyranny of the minority. --Sky Harbor 03:04, 6 June 2008 (UTC)

Consensus vs. voting

I prefer voting with either greater majority (75% or 67%) or simple majority (50% + 1) instead of consensus building. While Wikipedia is not a democracy, the Wikimedia Foundation is and so should the chapters be. --seav 04:51, 4 June 2008 (UTC)

We need to propose voting formulas for different issues. Some would require supermajorities, some simple majority, and amendments would require consensus and a supermajority, for example. --Sky Harbor 08:59, 4 June 2008 (UTC)

What method will a valid vote (like for election, impeachment or referendum) be conducted? Live chat? In person through a general membership meeting? Or just typing in wiki? --Exec8 23:10, 4 June 2008 (UTC)

Elections are conducted during the annual convention, so that is done via secret ballot in person. Live chat should be used for general meetings of the membership body outside the annual convention, and wiki-voting (I wish we can implement Special:Boardvote in one way or another) is valid as well. I think what we need to define now is how we should hold meetings. --Sky Harbor 23:56, 4 June 2008 (UTC)

I suggest we only have two types of voting: simple majority (50% + 1) and super majority (two-thirds) for yea-nay votes. Super majority is used for votes on "matters of substance", such as by-laws amendments. (And the question of whether a particular vote on something is a matter of substance [if not specified in the bylaws] is itself a matter of substance with the status quo being not a matter of substance.) For multiple-choice votes, let's have plurality, and then simple majority for matters of substance. Or is this too complicated? --seav 06:26, 10 June 2008 (UTC)

Seav, could you please clarify your proposal further. I hope you don't mind :) --JinJian 14:19, 10 June 2008 (UTC)

Secenario #1: total members:10,000; quorum:3 (yes, quorum can be less than the majority but must be more than 1); present:3 members; absent: 9,997 members;

Issue for the members to resolve: To buy 1 ballpen.

Minimum of two votes are required to resolve the issue, since it is the majority vote of the quorum and neither the law nor the by-laws restricts the voting on this matter. Once a quorum is present, a majority vote, in the absence of express provision in the by-laws to the contrary, and unless the vote of a greater number is required by law, is sufficient to decide any question properly presented.

Scenario #2: total members:10,000; quorum:3; present:3 members; absent: 9,997 members;

Issue for the members to resolve: Amendment of by-laws; board of trustees has already approved the amendment proposal;

by-laws requirement: 2/3 votes of the members

Where the law or by-laws states 2/3 votes of the members, the law really interprets it as 2/3 votes of the members and not 2/3 votes of those who are present at quorum. Since the by-laws requires 2/3 votes of the members, the meeting will be unsuccessful. The minimum attendees should be 6,667 even if the apparent quorum is 3, since 6,667 votes are required to amend the by-laws.

Scenario #3: total members:10,000; quorum:3; present:3 members; absent: 9,997 members;

Issue for the members to resolve: Amendment of by-laws; board of trustees has already approved the amendment proposal;

by-laws requirement: 2/3 votes of the members present at a meeting at which there is a quorum

2/3 votes of the members present at a meeting at which there is a quorum is 2 votes. However since Sec. 48 of the corporate code requires a majority vote of the members to amend by-laws, there must be at least 5,001 present and at least 5,001 votes must be made in favor of amendment. The law requirement is the minimum requirement. --JinJian 13:29, 10 June 2008 (UTC)

How about this one? The 2/3 will not be dependent on the total number of members but on those who will attend the amendment meeting.

Section 46: Process of Amendments or Revisions (original)

Amendments or revisions to any resolution, the Bylaws or the Articles of Incorporation shall be incorporated only with the approval of the Board of Trustees and the ratification of membership body of the Association, subject to a consensus vote. Amendments or revisions may originate from either the Board of Trustees, the membership body of the Association or from the community in general.

Section 46: Process of Amendments or Revisions (proposal)

Any amendment or revision of the By-laws or the Articles of Incorporation shall be effected upon the approval of the Board of Trustees; and 2/3 votes of the members present at a meeting called for the purpose at which there is a quorum or the majority vote of the members, whichever is higher. Amendments or revisions may originate from either the Board of Trustees or the membership body of the Association. --JinJian 23:52, 11 June 2008 (UTC)

How about defining a quorum (Sec. 13) to be the presence of 2/3 of all voting members. Thus, super majority of the quorum meets the simple majority of all members. --seav 03:10, 12 June 2008 (UTC)

See en:Majority, en:Supermajority, en:Absolute majority, en:Two-thirds majority, en:Relative majority, en:Quorum to see how complicated things can get. We should consider abstentions and absentions. --seav 03:18, 12 June 2008 (UTC)

Under Section 46 (proposal); 2/3 votes of the members present at a meeting called for the purpose at which there is a quorum; I believe that the vote should be 2/3 of the number of present members; absention and illegal vote will be counted as negative vote.

If we like to exclude absention from the number to base our 2/3; we can reword the voting procedure.

If we define supermajority as 2/3; and the quorum is 2/3 of the members; then it is not yet enough to consitute simple majority. 2/3 of 2/3 is 4/9 or roughly 44.44%.

Setting the quorum is very tricky. Do we think that we can gather enough warm bodies if we set the quorum to 2/3 of the total numbers? And can we sustain it every year? If we cannot do it; then we cannot hold regular membership meetings. We have to remember that this association is national in scope.--JinJian 07:46, 13 June 2008 (UTC)

Annual convention

Is having an annual convention a legal requirement? Also, should the annual convention, if it is required, be in person? As much as possible I don't want members/board/officers to have to commit to traveling just to meet in person if we can get away with virtual meet-ups. --seav 07:09, 6 June 2008 (UTC)

Yes, it is, and it has to be in person (as far as I know). Check Title VI of the Corporation Code. If we do not have an annual convention, we have to file paperwork with the SEC, plus the GIS (General Information Sheet). If the GIS is not filed five years in a row, the certificate of incorporation is revoked. --Sky Harbor 10:40, 6 June 2008 (UTC)

If you are referring to regular meeting of members, yes it is required, at least once a year. There can also be special meetings of members. Yes, it should be in person or his/her representative. If a person wishes to send his representative, he or she must execute a valid proxy or voting trust agreement. Quorum and notices are required for the meetings to be valid.

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.

Every issue that requires membership deliberation or approval must be conducted through general or special meetings following the required legal formalities.--JinJian 05:01, 10 June 2008 (UTC)

Ok, this generally sucks. So members, wherever they are in the Philippines, are required to come to Metro Manila every year? (Or at least enough of them to meet quorum.) I don't think our target participants have such means to go annually. --seav 06:16, 10 June 2008 (UTC)

Not necessarily Metro Manila. Non-stock corporations are allowed to have their annual convention in any location, provided it is within the Philippines. Only stock corporations are bound by the "in principal office" provision. See Section 93 of the Corporation Code. --Sky Harbor 09:33, 10 June 2008 (UTC)

Is this a gathering of WMPH members? Can we have WMPH convention/EB every two years? There should have bidding for the venue (city/province). --Filipinayzd 13:17, 10 June 2008 (UTC)

The Corporation Code of the Philippines requires a regular meeting of all members of a corporation in a yearly basis and not biennial. (Sec. 50) --Jojit (talk) 00:41, 11 June 2008 (UTC)

WMPH convention, a gathering/"meeting" aside from the annual corporate meeting --Filipinayzd 01:47, 11 June 2008 (UTC)

Hmmm...a special meeting? A conference like Wikimania? Are you suggesting that we should include that kind of biennial conference in the By-laws? In section 12 part 4 of this By-laws, the convention/gathering is annual. --Jojit (talk) 02:43, 11 June 2008 (UTC)

Yes. --Filipinayzd

A Wikimania-like convention need not be enshrined in the by-laws. --seav 06:08, 11 June 2008 (UTC)

I agree. I like the idea of Filipinayzd but I prefer to let the board decide on the merits of holding this kind of event. --JinJian 07:26, 11 June 2008 (UTC)

No...Wikimania in the Philippine context is not a special meeting...it would fulfill the regular meeting requirement of the Corporation Code. While I like the idea of city bids, it should be the Board to decide upon the mechanics of the convention. While we can stipulate that there should be a convention in the By-laws, the mechanics on how this will be done is inimical to the interests of the members and will be dealt with by resolution. --Sky Harbor 11:19, 11 June 2008 (UTC)

Btw, what is the difference between?

Sec 12 # 2 Regular meetings, where the Board of Directors and the membership body of the Association shall meet

Sec 12 # 4 The annual convention, where members of the Philippine Wikimedia community gather, meet and discuss about Philippine Wikimedia projects and as a general point of dissemination for any information to be released by the Association

It seems that convention may or may not include regular membership meetings. I'd prefer to let the board determine the feasibility of holding convention especially this early stage of the association. --JinJian 23:52, 11 June 2008 (UTC)

One of those entries should be removed. It seems redundant if we consider Wikimania in the Philippine context (annual convention) as a regular meeting. --Jojit (talk) 05:33, 12 June 2008 (UTC)

Regular meetings would be regular meetups, whether online or in person. We are required, on the other hand, to hold an annual convention based on a date, location and manner stipulated in the By-laws. See Title V of the Corporation Code. If we omit, we need to hold it in April. --Sky Harbor 10:04, 12 June 2008 (UTC)

I'm confused; So does this mean that By-laws Sec 12#2 regular meeting is actually special meeting as per definition under Corporate code Sec. 50; and Sec 12 #4 convention is actually regular meeting of Sec. 50 of the corporate code?

Sec. 50 Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided, that written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws.

Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the bylaws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless otherwise provided in the by-laws............ --JinJian 11:35, 12 June 2008 (UTC)

If Sec. 12#2 is a special meeting of all members (trustees included) then rename "regular" to something else to avoid confusion. IANAL but I think that it is not necessary to mention special meetings of all members in the By-laws. So, either rename "regular" or remove the whole Sec. 12#2. Take note also of Sec. 53 of the Corporation Code, it says there that regular meeting of the board of trustees would be monthly unless otherwise stated in the by-laws. In our case, it would be monthly since there is no schedule stated in our by-laws. --Jojit (talk) 15:22, 12 June 2008 (UTC)

(Yes, I want to remove some dust. Haha.)

Basically, this is what I can think of: we rename regular meetings as meet-ups. Therefore, all WMPH-sanctioned meetups would fulfill the special meeting requirement. The annual convention, on the other hand, is the regular meeting. --Sky Harbor 16:36, 6 December 2008 (UTC)

Place of meetings

If I understand the Corporation Code correctly, I think we can have the yearly meeting of members with a significantly number of them present in one place and the rest can attend virtually as long as we state so in the By-laws. Also, there is no mention that the meeting of the board has to be in person; we just state so also in the By-laws (it'll be hard to have monthly board meetings [or otherwise as long as it's in the by-laws] in person for an organization spread out like us). --seav 05:31, 13 June 2008 (UTC)

1. The SEC has opined that directors and trustees can only exercise their power as a board, not individually. They shall meet and counsel each other and any determination affecting the corporation shall be arrived at only after consultation at a meeting of the board attended by at least a quorum
2. The SEC has ruled that the rule under Section 51 of the Corporation Code expressly providing that stockholders meetings shall be held in the city or municipality where the principal office of corporation is mandatory, and only admits of one exception, which is that such meeting shall be valid even if not held in the proper place when all the stockholders or members of the corporation are present or duly represented at the meeting. Failure to comply with the mandatory provisions of Section 51 would render the meeting illegal.

Perhaps, we should consult SEC or a lawyer on the validity of virtual meetings. They may have additional information and updates we do not have.--JinJian 08:45, 13 June 2008 (UTC)

Please look at Section 93 under Title XI of the Code. It has specific provisions for meetings for non-stock corporations that is much more lenient than those for stock corporations. --seav 08:52, 13 June 2008 (UTC)

Sec. 93 - The by-laws may provide that the members of a non-stock corporation may hold their regular or special meetings at any place even outside the place where the principal office of the corporation is located: Provided, That proper notice is sent to all members indicating the date, time and place of the meeting: and Provided, further, That the place of meeting shall be within the Philippines.

SEC has the power to promulgate rules and regulations. It has already opined that constructive or electronic presence is not substitute for actual presence. Unless there is more recent update superseding this opinion, we should not assume that virtual meetings can be valid without seeking professional advice. Also, unconventional voting (mail or similar means) needs clearance from SEC. --JinJian 12:48, 13 June 2008 (UTC)

If virtual meetings are invalid, then this severely limits who we can elect for the board of trustees. As a non-profit, we certainly don't have the means to provide far-flung trustees a way to meet up every month. As for the regular annual meeting of members, we should probably relax the quorum requirement. --seav 16:08, 13 June 2008 (UTC)

Perhaps there is still a chance for the Board. hehehehehe

Read SEC memorandum Circular No. 15, Series of 2001 Board Meeting Through Teleconferencing or Videoconferencing (Tele/Video Conferencing)--JinJian 21:20, 13 June 2008 (UTC)

These type of conferences would be good if this can be interpreted as YM or IRC meetings as being valid. --Sky Harbor 22:40, 13 June 2008 (UTC)

Section 44: Requirements for Dissolution

I changed the wording of this section so that a two-thirds majority would be able to dissolve the Association. Compare to the original wording of the section, which required a consensus vote. Given that consensus voting might be phased out, I revised this section.

Original version:

The Association may be dissolved by a consensus vote of the entire membership body of the Association and of the community in general as defined in Section 4 of these Bylaws.

Amended version:

The Association may be dissolved by a two-thirds vote of the entire membership body of the Association.

I also removed references to community voting. However, given that WMPH should be responsive to the needs of the projects in terms of WMPH as an outlet representing their collective interests, I can always reinsert that part of the section. --Sky Harbor 14:50, 14 June 2008 (UTC)

Shorter version: "The Association will never be dissolved." --Filipinayzd 18:36, 14 June 2008 (UTC)

That type of rewording would be two things: first, it would be impossible and second, it would contradict the Corporation Code. --Sky Harbor 00:13, 15 June 2008 (UTC)

Newer discussions (because new is a misnomer)

Given that our by-laws are totally non-compliant with the form suggested by the SEC, as well as that there are many provisions that we need to iron out, there is the possibility that the entire document will be wiped clean (similar to the Articles of Incorporation) and that we will need to start the By-laws from square one. Given such, the following agenda must be laid down pursuant to the articles designated in the so-called "express lane" by-laws:

• Article I: Meetings
• Article II: Trustees
• Article III: Officers
• Article IV: Functions and Powers of Officers
• Article V: Members
• Article VI: Suspension, Expulsion and Termination of Membership
• Article VII: Funds
• Article VIII: Corporate Seal
• Article IX: Amendments of the By-laws

Articles and provisions will be worked upon completely from scratch, choosing to either regard or disregard the previous By-laws as a basis. Here's to the massive cleanup of our guiding document, people! --Sky Harbor 15:03, 8 April 2009 (UTC)