Wikimedia Philippines/Resolutions/Proposed/Code of Internal Procedures

Code of Internal Procedures

Purpose

1. The Code of Internal Procedures is tied with WMPH By-Laws. The main purpose of this internal procedure is to ensure understanding on how the organization works and ensure compliance within the whole membership body.
2. It also aims to help the organization achieve its goals and strategic plans.

The Organization

1. Wikimedia Philippines Inc., hereafter referred to as "WMPH" or the "Organization", is the Official Chapter of the Wikimedia Foundation, Inc. in the Philippines.
2. WMPH is an independent organization which operates in the Philippines, supporting the aims of the Wikimedia Foundation and promoting its projects and advocacy in the Philippines and in Filipino communities abroad. Both WMPH and Wikimedia Foundation shall seek to mutually support the activities of each other. The declared goals of both organizations must not be in opposition.

Members

1. Any person who espouses the objectives of WMPH may apply to become a member.
2. An applicant shall provide his/her full name, address of residence, age, date and place of birth, citizenship, contact numbers, e-mail, Wiki projects user name if applicable. Any false information provided by an applicant shall be ground for cancellation of membership. The Board may also require applicants to present proof of identification, whenever it deems it necessary.
3. The applicant must also sign an expression of manifest interest in forwarding the purposes of the Organization, which is included in the application form.
4. The Board shall reserve the right to approve or reject an applicant's membership without having to specify or disclose the reason for the action taken by it.
5. Membership shall be granted for a period of one (1) year and shall be renewable on the same day of the succeeding year, unless such membership has been terminated by the Board, or voluntarily renounced by the member.
6. To become a full-fledged regular member of Wikimedia Philippines, an applicant must complete the following requirements:
   1. Filled out a membership form which includes an expression of manifest interest in forwarding the purposes of the Organization
   2. Membership application is approved by the Board of Trustees
   3. Applicant paid applicable membership fees.
7. Applicants who failed to complete the requirements to become a full-fledged regular member shall not be accorded with rights as stated in Article V Section 3 of the Wikimedia Philippines By-laws.

Rights of Regular Members

1. It shall be the right of every regular member to attend all meetings of the general community or membership body of the Organization, whether online or in person, as well as all conventions and other meetings, as convened by the Board of Trustees.
2. It shall be the right of every regular member to vote on proposals put by the Board of Trustees to the Membership Body and to propose any motion to the Board of Trustees.
3. It shall be the right of every regular member to participate in all elections and its processes held by the Organization for all positions that may be designated as elected positions, and to be appointed to any appointive position, where necessary.
4. It shall be the right of every regular member to avail of all facilities of the Organization upon coordination of usage to proper channels.
5. It shall be the right of every regular member to legally represent the Organization in all official matters and correspondence, subject to the approval of the Board of Trustees.
6. Every regular member shall have voting rights on decisions and motions carried out during meetings.

Duties and Obligations of Regular Members

1. It shall be the duty of every regular member to actively participate in the projects and activities of WMPH and attend at least a scheduled meeting.
2. It shall be the duty of every regular member to pay their membership dues, which shall be due upon the approval of their membership, or renewal of it. Non-payment of membership dues sixty (60) days from the approval or renewal of membership shall cause a member to be delinquent and shall be subject to the cancellation of their membership. The Treasurer shall send notice to members who have to settle their membership dues thirty (30) days from its due date. Such notice must provide options for the settlement of it. Non-payment of membership dues means that a member shall not be accorded with rights as stated in Article V Section 3 of the Wikimedia Philippines By-laws.

Honorary Members

1. Upon a unanimous decision of all members of the Board of Trustees, any person deemed to have performed a great service to the organization may be adopted as an Honorary Member. Such conferment shall only be effective once accepted by the candidate.
2. An honorary member shall be invited to attend and participate in the Annual Convention.
3. An honorary member shall not be obliged to pay the membership fee, or any other fees that may be imposed by the organization.

The Board of Trustees

1. The corporate powers of the Organization shall be exercised, its business conducted and its property controlled by the Board of Trustees.
2. All Trustees of the Organization shall hold their position for two (2) years and until their successors are duly elected and qualified, with no prejudice for reelection. The tenure of the initial Board of Trustees, whose composition is stated in the Articles of Incorporation, shall be three (3) years starting from the date of incorporation. (Article 10 Section 1) The initial Trustees term will expire on April 12, 2013. The membership body, the Board of the Trustees, or the President may call a special meeting to call for an election for new set of Trustees before April 12, 2013. Failure to call for a special meeting would mean that the elections would be held at Fourth Annual Convention on May 18, 2013 and the initial Board of Trustees tenure will extend until successors are duly elected. (Article II, Section 2)
3. There shall be seven (7) Trustees of the Organization at any given time. Any vacancies should be filled immediately through an election.

Qualifications of a Trustee

Qualifications of a Trustee are stated on Article II Section 3 of the Wikimedia Philippines by-laws as follows:

1. He/she is a regular member of the Organization
2. He/she is at least 18 years of age on the day elections are held
3. He/she is not delinquent in the payment of his/her regular and monthly dues
4. He/she regularly attends meetings of the Organization
5. He/she actively participates in the projects and activities of the Organization

Regular attendance on meeting and active participation on projects mean that a member has at least attended 80% of all physical meetings and participated in 80% of all projects from the previous calendar year. For those aspiring trustees whose attendance and participation fall below 80%, their qualification will be subject to the evaluation of the current Board of Trustees.

Roles and Responsibilities of the Board of Trustees

The Board of Trustees is the governing authority of Wikimedia Philippines Inc. Powers of the Board of Trustees are stated at Article II Section 5 of the Wikimedia Philippines by-laws as follows:

1. To issue and promulgate resolutions legally binding on all members of the Organization. However, such resolutions may be subject to the approval of the member body of the Organization, pursuant to the provisions of these By-laws.
2. To approve or reject applications for membership, as well as to grant honorary membership. It shall likewise be granted the power to approve or reject requests by members to represent the Organization in all official matters. However, the President shall represent the Organization in all official matters where it has not assigned a member to represent the Organization.
3. To convene all meetings and hold elections. It is the Board of Trustees’ responsibility, however, to announce the dates of such meetings and elections, and to organize the annual convention.
4. To collect dues and fees from all standing members of the Organization, when appropriate and mandated. It is likewise also given the power to receive grants, gifts and donations from third parties, as well as borrow funds in the name of the Organization.
5. To interpret and clarify provisions of these Bylaws and of the Articles of Incorporation, as well as to address any ambiguities in all resolutions passed and ratified by the Organization.

Responsibilities of the Board include:

1. Determining mission, goals, long-term plans and high level policies of Wikimedia Philippines and its projects
2. Ensuring the sustainability of the organization by defining a number of independent revenue sources
3. Communicating about the direction and the activities of Wikimedia Philippines to its members and the Filipino Wikipedia community
4. Maintaining legal and ethical integrity
5. Recruiting and orient new trustees
6. Articulating the mission of the Wikimedia to the public

The responsibilities of the Board do not include:

1. Setting Wikimedia project-level editorial policies
2. Resolving basic community disputes

Characteristics of effective trustees:

1. Strategic – .e.g., to provide long term direction
2. Thoughtful – e.g., to avoid being reactionary to controversial issues
3. High integrity – e.g., to put the interests of Wikimedia Philippines as a whole over personal or specific constituent interests
4. Responsiveness – e.g., to email requests from other trustees
5. Follow through – e.g., to complete tasks such as committee assignments as committed.
6. Respectful – e.g., to listen carefully to other trustees' points-of-view even as they may differ from one's own
7. Collaborative – e.g., to partner with other trustees on the Board's work

Vacancies

Vacancies among any member the Board of Trustees may occur with the following reasons:

1. Resignation
2. Termination by means of death or voluntary renunciation of membership
3. Removal from office by a vote of at least two-thirds (2/3) of the members entitled to vote through a regular meeting (annual convention) or a special meeting called for that purpose (See Title III, Section 28 of the Corporation Code of the Philippines)
4. Expiration of term

Procedures on vacancies:

1. Title III, Section 29 of the Corporation Code of the Philippines provides that any vacancy occurring in the board of trustees other than by removal by members or by expiration of term, may be filled by the vote of at least a majority of the remaining trustees, if still constituting a quorum; otherwise, said vacancies must be filled by the members in a regular or special meeting called for that purpose. A trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.
2. A trustee who wishes to resign may file his formal resignation letter to the President stating the effective date of resignation, which is at least 20 days from the submission of the resignation letter. If the trustee is a President, he may file his formal resignation letter to the Secretary.
3. A special meeting of members must be called to nominate candidates for filling a vacancy on the Board of Trustees if the reason for the vacancy is resignation or termination by means of death or voluntary renunciation of membership. After the nomination process, a voting process starts to fill the vacancy by the vote of at least a majority of the remaining trustees if constituting a quorum otherwise the said vacancy must be filled by the majority of members present at the meeting.
4. If the reason for vacancy is removal by a vote of at least two-thirds (2/3) of the members, nomination process to replace the removed trustee immediately starts after the trustee was successfully removed by the members through a regular meeting or special meeting called for that purpose. After the nomination process, a voting process begins to fill the vacancy by a vote of at least a majority of members present at the meeting.
5. Vacancies on the Board of Trustee occur upon the expiration of their term. Filling these said vacancies will be done by the members through an election process at a regular meeting or a special meeting. Provided that the meeting is at least two weeks before the expiration of their term. Members will be given a chance to nominate candidates for the Board of Trustees and will be given time to review the nominations.

Board Meetings

1. All that stated in the by-laws of Wikimedia Philippines about meetings (Article I) may be applied to board meetings.
2. Board meetings may be physical or virtual.
3. Physical board meetings may be scheduled once every two months or when needed.
4. Place and time of the next board meeting may be determined on the physical board meeting itself or through a motion filed on a virtual board meeting.
5. Any member of the Board of Trustees may file a motion online to call for an unscheduled or emergency physical board meeting.
6. Any physical board meeting can not be considered valid if trustees are not properly notified prior to the meeting even if the meeting constitute a quorum.
7. For planning purposes, the Board of Trustees may fix the schedule board meetings for the entire year.

Officers

1. President – The President shall be the Chief Executive Officer of the Organization. In addition to duties as such, he/she shall preside in all meetings of the Board of Trustees and those of the members of the Organization. He/she shall execute all resolutions and/or decisions of the Board of Trustees. He/she shall be charged with directing and overseeing the activities of the Organization. He/she shall appoint and have control over all employees of the Organization, and review and approve expense vouchers. Together with the Secretary, he/she 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/she shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual convention, a complete report of the activities and operations of the Organization for the fiscal year under his/her term.
2. 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 may be assigned by the Board of Trustees.
3. Secretary – The Secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members, of the Board of Trustees and of all meetings of all committees, in a book kept for the purpose. He/she shall keep the common seal of the Organization and affix such seal to any paper or instrument requiring the same. He/she shall have custody of the correspondence files and all other papers that are to be kept by the Treasurer. He/she shall maintain the member's register and take charge over the Organization’s website. He/she shall also perform all such other duties and work as the Board of Trustees may from time to time assign him/her.
4. Treasurer – The Treasurer shall have charge of the funds, receipts and disbursements of the Organization. He/she shall keep all moneys and other valuables of the Organization in such bank or banks as the Board of Trustees may designate. He/she 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, and an account of the financial condition of the Organization and of all transactions made by him/her as Treasurer. He/she shall also perform other duties and functions as may be assigned to him from time to time by the Board of Trustees.
5. Auditor – The Auditor shall examine the financial records and assets of the Organization, whenever necessary. He/she shall also perform other functions as may be provided for by the Board of Trustees. The Auditor is the only officer who does not belong to the Board of Trustees.

Membership Meetings

1. The Regular Meeting shall be convened every third Saturday of May every year at the principal office, unless otherwise determined by the Board not later than ten (10) days prior to the prescribed date.
2. Special meetings may be called from time to time as may be necessary by the President or by any member of the Board, or by at least ten (10) regular members. The Secretary shall then immediately notify all concerned to the said meeting. Special meetings may be in person or conducted by forms of e-mail or web or teleconferencing.
3. A majority of all regular members shall constitute a quorum for membership meetings.
4. A written notice of the nature, time and place of any meeting shall be made by the Secretary and posted in the

A written notice of the nature, time and place of any meetings shall be prepared by the Secretary and distributed accordingly by official communication channels of the Corporation at least ten (10) days before said meeting. If any member shall, in person or in writing, or by attorney-in-fact thereunto authorized, waive notice of meeting, whether before or after the holding of such meeting, notice thereof need not be sent.

Conduct of Physical Meetings

1. The President and the Chairman of the Board shall preside over membership meetings and Board meetings respectively. In their absence, the Vice President and Vice Chairman of the Board, respectively shall preside. In their absence as well, a chairperson by majority vote may be designated by the members present as presiding officer.
2. The Order of Business may be changed by a majority of the members present.
3. The Secretary shall take the minutes of every meeting, in his absence, the presiding officer may designate another member to act as Secretary.
4. In cases where the need is apparent, the presiding officer of the meeting may call upon other members to help keep the meeting under control.

Conduct of Virtual Meetings

1. Virtual meetings may be held during special meetings duly called and announced, which may be through e-mail, online chat, web or teleconference.
2. The presiding officer shall announce the commencement of the e-mail communication. Discussions on a topic or proposition shall not be greater than 72 hours from its introduction and voting period on motions or propositions shall not be greater than 48 hours. The presiding officer shall announce the commencement and termination of discussions and voting period.
3. Email to be used by be duly registered with organization.

Voting

1. An affirmative vote is a vote in favor of a motion or a proposition.
2. A negative vote is a vote against a motion or a proposition.
3. An abstention shall neither be for nor against a motion or a proposition and shall be considered as a waiver of a member's voting right. It shall not be counted in the totality of the votes.
4. The presiding officer shall only render his vote everyone has entered their votes or upon terminating the voting period.

Social Media

1. Creation and maintenance of social media accounts under the name of the organization shall be limited only to sites approved by the Board. Until otherwise determined, it shall maintain accounts in Facebook and Twitter.

1. All meetings except the Regular Meeting and Quarterly Meetings may be conducted virtually or through electronic correspondence.
2. A quorum in any physical meeting shall be more than 50%, all in good standing and paid their current membership dues. If quorum is not met, the presiding officer or the majority present during the meeting has the right to adjourn the meeting. The meeting can be rescheduled if there are items of business that cannot reasonably wait until the next regularly scheduled meeting. The rescheduled meeting would be a special meeting.
3. The agenda for a physical meeting shall be finalized and published with the notice of meeting at least ten (10) days for Regular and Quarterly meetings or two (2) days for special meetings before the meeting is held. Before issuing the notice of the meeting, any member of the Board of Trustees shall issue a call for agenda submissions to allow for their inclusion in the main agenda, and shall be elaborated upon in the notice of meeting.
4. Notice of meeting may be waived verbally by any member attending it. The Secretary shall take note those who verbally waived the notice of the meeting.

Conduction of Virtual Meetings

1. There are no rules or restrictions on informal discussion of issues before the Board of Trustees. The President shall monitor all discussions for consensus actions or motions, however.
2. The Board of Trustees may, at its discretion, handle routine actions, such as expenditures under 1000 pesos, by consensus rather than formal vote. A consensus requires the agreement via the email list server (hereafter referred to as Board-L) of at least four Trustees. The decision must be announced on the Board-L by the President in a post titled [CONSENSUS ACTION]. Any Trustee may request a formal vote on an action taken by consensus at any time.
3. The formal vote process is required to set or change policy, expend WMPH funds exceeding 1000 pesos, make appointments, and for other such official actions as the Board of Trustees may deem necessary. The formal voting process is overseen by the President or, in his absence and by consensus of the Board of Trustees, by the Vice President.
   • The process begins when a member makes a motion by stating "I move to:" followed by the proposed motion. Motions must be in the form of a statement that can only be answered yes or no. Each motion should deal with only a single topic. The President may suggest wording changes to ensure the motion is properly formulated.
   • The President posts the motion in a post entitled [MOTION]. This begins a formal discussion on the motion in question. This discussion period will last a minimum of 24 hours unless a majority of members have taken part in the discussion and a consensus of at least half of those members who have participated in the discussion wish to proceed to a vote (see “Expedited Voting” below). Any member may request an extension of the 24-hour period. Extensions are granted by consensus of the membership body. (Because no new motions may be made while a motion is pending, it is strongly suggested that, in the case of long extensions, the motion be withdrawn and resubmitted later).
   • Once a motion has been made, no other motions may be made until the pending motion has been withdrawn or voted upon. The President may suspend this restriction on his or her own authority when necessary. The motion under consideration may be withdrawn by its maker at any time before voting begins. Withdrawn motions may be resubmitted in the future. The motion under consideration may be amended by its maker during discussion. The President shall post the revised motion in a post entitled [AMENDED MOTION]. Discussion continues and the 24-hour time does not reset.
   • If there has been no expedited vote or request for an extension, at the conclusion of the 24 hours of discussion the President shall call for a vote. He shall make a post entitled [VOTE] restating the motion. He will not cast his own vote or express his opinion on the question in this post.
   • Members cast their yes-or-no votes in replies to the [VOTE] thread. Voting continues until all members have voted or 72 hours have elapsed. At the end of 72 hours, any votes not cast are counted as abstentions. At least half of all members must vote for a vote to be valid. The majority rules. Ties count as failed motions. Failed motions may not be reintroduced; revised versions of failed motions may be. The President shall post the results of the vote to the appropriate mailing list.
4. Members may signal that they are ready to vote before the discussion period has expired. This vote does not take effect until the President announces the start of the voting period. The voting period will not be started early unless all members agree to expedite the voting process. Members wishing to expedite voting should write "expedite/yes" or "expedite/no." If debate is expedited, the preliminary votes become final. If debate is not expedited, members cast their final votes in the [VOTE] thread posted by the President at the regular expiration of the voting period.
5. Any member may make an emergency motion, which shortens the voting process. It is strongly recommended that this process be utilized only for extremely time-sensitive actions; other options exist, as noted above, for speeding votes on normal matters.
   • The motion must be properly formulated as above. The President posts the motion in a post entitled [EMERGENCY MOTION]. An emergency motion, unlike normal motions, must be seconded. There is no formal discussion period; voting begins immediately. The President and second may cast their votes in their initial posts. Voting proceeds as normal, except emergency motions require the approval of at least half of all members. A failed emergency motion may be resubmitted as a normal motion.
6. Neither the Board of Trustees nor the membership body shall conduct official business on Sundays; although informal discussion may continue. No consensus actions may be taken or announced on a Sunday. No motions or votes may be made on a Sunday. Any formal discussions or votes already in progress will automatically be extended to Monday; the 24 hours of Sunday do not count against the minimum time periods for discussions or votes.
   • Example: A vote called Saturday morning normally would end Tuesday morning, 72 hours later. Because Sunday falls in the voting period, the minimum period is extended another 24 hours to Wednesday morning.
7. In decisions solely involving the Board of Trustees, Trustees who will be absent for more than 48 hours - excluding Sundays - should notify the Board of Trustees in advance whenever possible. The Trustee may request that no formal actions be taken in his absence, or indicate that he abstains from any actions taken in his absence. Either request may be granted by a consensus of the Board of Trustees.
   • In the event of the unexpected long-term absence of a Trustee, the Board of Trustees may, after making every effort to contact the absent Trustee, formally vote to treat him as an abstaining Trustee for purposes of motions, discussions, and votes until such time as he resumes active service.
   • In all cases in which these procedures call for action by a certain number of Trustees, each abstaining Trustee reduces that number by one. For example, an emergency motion requires four votes to pass; in the case of an abstention, it requires four votes to pass.
8. Members are required to declare any financial conflicts of interest and recuse themselves from formal discussion or votes which directly affect themselves or their companies. Actions that affect all WMPH members equally, such as actions on dues, are exempt from this requirement.

Elections

1. Regular elections for officers of the Board of Trustees shall be held two weeks before the Regular Meeting or Annual Convention.
2. Special elections maybe called by the Board, within thirty (30) days from the occurrence of a vacancy in any elective position.

Resolutions

1. The Board shall have the exclusive right of adopting resolutions by a majority vote of all its members.
2. The Secretary shall schedule a proposed resolution for deliberation.
3. The Board may permit the participation of members in the deliberation of a proposed resolution, but such permission shall not entitle the member to vote on the resolution.

Scope of Resolutions

1. Resolutions shall be promulgated where required for the following:
   • Establishment or abolition of offices and committees, and amendments to the scope of office or duty of the particular entity
   • Appointments or elections for a particular office
   • Acceptance of the resignation of a trustee
   • Imposition or withdrawal of fees
   • Authorization to borrow money in the name of the organization in excess of fifty thousand (50,000) pesos
   • General appropriations for the year
   • Convening of the annual convention
   • Amendments to the Bylaws or Articles of Incorporation
   • Approval of membership
   • Procedural functions, where required (i.e. opening a bank account)

Operation and Effects

1. Resolutions shall take effect fifteen (15) days after approval, unless otherwise provided.
2. Resolutions shall be prospective in nature unless expressly provided.
3. A resolution shall remain in force and in effect until the expiration of its application or until repealed or revised by another. Whenever there is a contradiction between two or more resolutions or portions of it, the most recent resolution or provision shall prevail and shall deem the contradicting resolutions or provisions amended by it.
4. At no time shall a resolution be contradictory to the Articles of Incorporation or Bylaws, otherwise it shall be void from the beginning.
5. The Board shall reserve the right to clarify and interpret the intents and purposes of any gray area or provision of a resolution on its own initiative or upon motion of a member.

Representation

1. No member shall represent WMPH in any external function unless authorized by the Board, such authorization shall not be required in the case of the President and Vice President.

Inventory

1. A inventory of equipment must be reported annually by the Treasurer not later than thirty (30) days at the end of every year. The inventory must provide a complete description of every equipment which must provide the model and its brand, the date of its procurement and its current depreciated value.

Fees

1. Any increase in the membership fee, or any imposition of fees in addition to the membership fee, shall be made only after consultation with the general membership.
2. All fees shall accrue to the general fund of WMPH.