Talk:Wikimedia Philippines/Articles of Incorporation

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Per discussions in the First National Virtual Wiki Meetup convened on May 3, 2008, the old Articles of Incorporation of Wikimedia Philippines, Inc. have been declared NULL AND VOID. The old discussion is available here.

As such, a new version of the Articles of Incorporation, one that complies with the basic format as enshrined in the Corporation Code of the Philippines and re-written to meet the demands of the First National Virtual Wiki Meetup, has been written. Comments may be laid down below. --Sky Harbor 20:44, 4 May 2008 (UTC)

Comments[edit]

Sorry I don't have time right now to login. I suggest we just use the template for AoI in SEC and submit the document as is. We'll make amendments later after we are registered already. Also, banco de oro's minimum amount for NGO's is P5000. Can we register as an NGO instead of as a Foundation? -kgargar at yahoo dot com

We will no longer be registering as a Foundation but rather a non-stock corporation. I don't know if NGO = Non-stock. --Jojit fb 07:46, 13 May 2008 (UTC)
It's coterminous. Many non-stock corporations and foundations are NGOs, and NGO accrediation is done by the DSWD (I have the itching feeling though that if we DO register as an NGO, we might end up having commitments to the DSWD). BDO's website is so uninformative. --Sky Harbor 14:26, 13 May 2008 (UTC)

This version is fine with me. Let's fast track this. :) --Bentong Isles 08:31, 6 May 2008 (UTC)

After a cursory look, this seems ok with me. Certainly much easier to read than the first version. Now we should try to fill in those blanks. --seav 08:59, 6 May 2008 (UTC)

We should stick to one term: should it be trustees or directors? I vote for directors.
Also, instead of "defense of free content", use "promotion of free content". Let's use positive instead of negative language. :-) --seav 09:04, 6 May 2008 (UTC)
Either way is fine. Anyway, the Corporation Code reserves "directors" for stock corporations and "trustees" for non-stock corporations. So even if we want a Board of Directors, Philippine law requires us to have a Board of Trustees. --Sky Harbor 14:25, 6 May 2008 (UTC)
Correction: Section 138 of the Corporation Code permits non-stock and special corporations to name their governing boards however they please, either by means of the Articles of Incorporation or the By-laws. So directors, then? --Sky Harbor 12:05, 7 May 2008 (UTC)

Tax and legal advice[edit]

I think incorporating for the purposes stated in the Articles is a great idea. I do hope you have taken into account the tax implications of incorporating. These should be minimal, but since the corporation will have independent legal personality, it would be liable for taxes if they become due. -- Anyo Niminus 15:05, 15 May 2008 (UTC)

I did. As far as I know, we would be exempt from income tax (see Section 30 paragraph E of the NIRC) and the only taxes we have to pay are the documentary stamp tax and the annual community tax. BTW, contributions to WMPH are tax-deductible on personal income in the Philippines. --Sky Harbor 15:54, 15 May 2008 (UTC)
Re: income tax, it is correct that S30(e) of the NIRC will exempt the corporation from income taxes. I suggest though, to be on the safe side, that the Articles specifically mention, preferably in the Corporate Purposes section, that the corporation is being "organized and exclusively operated for cultural purposes", to leave no room for doubt that it falls within the exempt status of S30(e). As written, the taxman might be left with the impression that the corporation is organized for educational purposes, which would not be exempt unless it were an educational institution. ----Anyo Niminus 01:33, 16 May 2008 (UTC)
But we are not exclusively a cultural org. We are primarily an educational org. We need a corporate lawyer to provide us advice. --seav 02:50, 16 May 2008 (UTC)
I might be able to hook the group up with a friend or two who practices corporate law. But the question of professional fees may arise, and I cannot give assurances yet that my contacts would be willing to give advise for free. Perhaps a less cumbersome recourse is if anyone here has a family member who practices corporate law. -- Anyo Niminus 04:24, 16 May 2008 (UTC)
I think in either case, it won't be free. Ask how much your friends will charge. The group will then decide if we going to get their services. --Jojit fb 06:44, 16 May 2008 (UTC)
I'll do that and will post here after I've heard from them. ----Anyo Niminus 07:25, 16 May 2008 (UTC)
I've spoken with my friend. He's willing to meet the group for one meeting for consultation (sometime around next week daw), at no charge. During that meeting, you can explore with him whatever options or legal services may be further necessary. If the group is willing to undertake that initial meeting, I'll forward my friend's contact details through private communication, just let me know how. ----Anyo Niminus 09:41, 16 May 2008 (UTC)
That's great. We can re-open the planned Manila 4 meetup, assuming they're in Manila. Anyway the first Cebu meetup is in planning, which can be an alternative. Initially, they can join tonight for the virtual meet-up if they have a YM account. --Jojit fb 02:09, 17 May 2008 (UTC)
Sorry for the delayed response, I was out of town these last few days. Just let me know through this thread whether you still want to get in touch with my friend, so I can privately send over his contact details. He's based in Manila. Likewise, I'm willing to contribute a sum to start-up the corporation, but prefer to do so not as an incorporator (due to professional reasons). -- 06:42, 27 May 2008 (UTC)Anyo Niminus
Professional reasons? --Sky Harbor 18:21, 27 May 2008 (UTC)
I'm a lawyer working in the government service, and the rules governing me frown upon my participating as an incorporator of a private corporation. -- --Anyo Niminus 03:20, 28 May 2008 (UTC)

New provisions[edit]

I added two new provisions in the AoI per the base format of the SEC:

  • Article X: Declaration that all income shall be in furtherance of the aims of the corporation (this should address any and all tax concerns as discussed above)
  • Article XIII: Statement of compliance

I still do not know whether or not I will re-write Articles VII, VIII and IX, or leave it as is. The SEC format has one way to do it, the Corporation Code another. Maybe we can remove Article VII and leave Articles VIII and IX as is. --Sky Harbor 19:13, 16 May 2008 (UTC)

Capital and finances[edit]

Now that we have no limit for capital, there are a few things that we have to consider:

  • First, depending on the bank that we open with, the minimum capital that we would need to open an interest-bearing checking account would be P20,000 (the reason why it should be interest-bearing is that so we can make money while we do not have any contributions coming in). Here's some comparisons of big banks that I think would be suitable for us to open with (in order):
    • Landbank: P20,000 (lowest)
    • Banco de Oro: P25,000 (open on weekends)
    • Allied Bank: P25,000
    • Security Bank: P25,000
    • Metrobank: P35,000
    • UCPB: P40,000
    • RCBC: P50,000 (highest)
    • BPI: P50,000 (highest)
  • Second, we need to set membership fees and solicit for donations, pledges, grants, endowments, etc. Should we have two accounts: one for contributions and one for the finances of WMPH, or we just have one account for both? Who'll give what? Are previous pledges (we have P2000 already) still valid?
  • Lastly, if we are going to have fundraisers, we need to file the appropriate paperwork with the DSWD.

Take note that this entire discussion addresses articles 7-9, so this is important. And on a side note, we NEED a treasurer! --Sky Harbor 01:53, 8 May 2008 (UTC)

Before we can make any votes, we must inform those in the list of participants to take part in the decision process. --Jojit fb 01:30, 9 May 2008 (UTC)
No votation yet...just a pertinent discussion. However, I think invitations to discuss this and other issues are in order. --Sky Harbor 13:34, 9 May 2008 (UTC)

I sent personal invitations to all of the participants on their e-mail and Wikipedia talk pages. I think we should start voting in a day or two. I already have a person in mind for the treasurer. :) By the way, I choose BDO because I have an account there. Also, my pledge stands and I might increase it. --Jojit fb 04:08, 13 May 2008 (UTC)

I could care less what bank we open with. BDO is open on weekends (and I'm partial to it because my accounts are with BDO), while Landbank has a more spread-out branch network that can better cater to members of WMPH in more far-flung provinces. As far as I know, it's either BDO or Landbank. --Sky Harbor 14:41, 13 May 2008 (UTC)
Be advised: Landbank permits the opening of corporate accounts for corporations in the process of incorporation. See here (this is for the specific type of account we should open with). --Sky Harbor 16:15, 17 May 2008 (UTC)

I have just created a process for nominating and voting a treasurer. Feel free to participate. You can also draft a process on selecting the board of trustees. The final approval of the whole AoI should come after we have settled for the other blanks. --Jojit fb 10:19, 15 May 2008 (UTC)

I might be able to contact a BPI bank manager to possibly provide us an account without a minimum daily maintaining balance or whatever is that. Well update you come June. (She's a parent of one of my students.) --Bentong Isles 23:24, 22 May 2008 (UTC)

Let's hope for a miracle that the P50,000 requirement can be reduced to something more...manageable. :D --Sky Harbor 13:51, 26 May 2008 (UTC)

Between Landbank and BDO, I prefer the latter. However, we should ask the bank to waive fee, if deposit is made within the country. Some banks charge fee when depository branch is different from the branch where the account was opened.--JinJian 13:45, 26 May 2008 (UTC)

They might be able to do that. However, I do not believe in any guarantees for this for the time being. --Sky Harbor 13:51, 26 May 2008 (UTC)

Office location[edit]

The office location, one of the blanks needed to be filled-up, is not included in the voting process, we can discuss it here. Can anyone volunteer their home address as our office address? Or should we have a real office? --Jojit fb 10:19, 15 May 2008 (UTC)

Citing the Corporation Code:
Section 14: ...The place where the principal office of the corporation is located, which must be within in the Philippines;..."
The SEC template asks for a locality, not an address. However, it might do us some good if we have an address. --Sky Harbor 13:39, 15 May 2008 (UTC)
So, Manila, Philippines would be fine? --Jojit fb 00:32, 16 May 2008 (UTC)
You mean "City of Manila, Metro Manila, Philippines", right? Unlike a stock corporation, non-stock corporations have more freedom on where to locate their office and even where to meet (example: a stock corporation in Makati has to have its annual stockholders meeting in Makati, while a non-stock corporation in Makati does not have to have its annual convention in Makati). Supposedly, it is fine. --Sky Harbor 17:52, 16 May 2008 (UTC)
As I stated in the 2nd virtual meetup, I allow Wikimedia Philippines to use my address as office location. --Jojit fb 16:01, 21 May 2008 (UTC)
Already noted in the AoI. --Sky Harbor 23:55, 21 May 2008 (UTC)
I take back my post at PhilWiki re use of my address as office address. Let's just use Jojit fb's :)

Incorporators[edit]

Since the corporation code of the Philippines states that incorporators should be “not less than five (5) but not more than fifteen (15), all of legal age and a majority of whom are residents of the Philippines,” I suggest the following should be listed in as incorporators:

  1. Sky Harbor (he will be of legal age soon) - DECLINED FOR NOW
  2. Exec8 - ACCEPTED
  3. Seav - ACCEPTED
  4. Bentong Isles - ACCEPTED
  5. Jojit fb - ACCEPTED
  6. Scorpion Prinz - ACCEPTED
  7. Rebskii - ACCEPTED
  8. JinJian - ACCEPTED
  9. Titopao - ACCEPTED
  10. Lenticel - ACCEPTED
  11. TheCoffee - ACCEPTED
  12. Alternativity - ACCEPTED
  13. Weekeejames
  14. Nino Gonzales - DECLINED (through SMS)

These people have been actively participating in the past and/or present discussions about Wikimedia Philippines. I think it’s logical to add them as incorporators if they agree to it. So, I invite these people to concur to this proposal. Take note this is different from the Board of Trustees. By the way, does the election of Board of Trustees should be online or offline? --Jojit fb 16:01, 21 May 2008 (UTC)

Count me out (for now). I do not have a cedula and I do not meet the requirements for one (although if I read the provisions of the Local Government Code right, I might be able to get one anyway). BTW, all officers MUST have a TIN. --Sky Harbor 23:55, 21 May 2008 (UTC)

Sky Harbor - It is very unfortunate that this brilliant, active and dedicated wikipedian is still underage. BTW, age is not a hindrance in getting Cedula--JinJian 08:02, 28 May 2008 (UTC)

Laws on the regulation of cedulas (Commonwealth Act No. 465, Batas Pambansa Blg. 68 [otherwise known as the Local Tax Code] and the Local Government Code) have always stated that cedulas may only be issued to those of the age of majority. I am 17 and I do not turn 18 until November, so I cannot get a cedula given the tight schedule of incorporation. --Sky Harbor 15:34, 28 May 2008 (UTC)
Can i join? I have a TIN and of legal age. -Rebskii 11:24, 22 May 2008 (UTC)
Ok, you can, since you participated in the last AoI discussions and approval. I already listed you. To the other persons in the list, please indicate if you accept to be incorporators. --Jojit fb 11:47, 22 May 2008 (UTC)
Can we have an interim Secretary-General to prepare the documents? Likewise collate the TIN and cedulas? 124.104.179.228 13:11, 26 May 2008 (UTC)
Agreed. Now that we have seven candidates for incorporation, who should it be? --Sky Harbor 13:36, 26 May 2008 (UTC)
Bentong Isles is a good candidate for the interim secretary-general. --JinJian 13:58, 26 May 2008 (UTC)
Jojit fb is also a good candidate --JinJian 16:13, 26 May 2008 (UTC)
Be advised that the office of Secretary-General, for all intents and purposes, is supposedly coterminous with the office of Chairman of the Board (speaking of the Board, I don't think we have to choose Board members offline per se). Collation of documents is the responsibility of the Secretary while pledges and fees are to be collected by the Treasurer. Also, we need to prepare a corporate seal. --Sky Harbor 19:34, 27 May 2008 (UTC)
Unless otherwise provided by the by-laws(e.g. election by general membership or someone going to appoint someone), it is the board of directors that has the power to appoint and remove secretary (and other officers) from office. Since the chairman has the same term of office as other members of the board, we can say that the secretary is coterminous with the chairman. For the meantime, we should choose an interim secretary-general until the board convenes.--JinJian 08:37, 28 May 2008 (UTC)
Section 36 of the corporation code provides the power and capacity of the corporation to adopt and use a corporate seal. But we are not yet incorporated. Perhaps, we should leave this power for the board to exercise. Of course, there is nothing wrong if we prepare the corporate seal this early, hoping that the board will adopt it. :) --JinJian 11:36, 28 May 2008 (UTC)

For those who agreed to be incorporators, please state your nationality, complete residence, and CTC number (cedula) with place of issuance as it required in the AoI. My nationality and address: Filipino, Paco, Manila. I have to get a cedula yet for 2008. I will post after I got one. --Jojit fb 01:48, 28 May 2008 (UTC)

Hello everyone. A quick quick note. I suspect you've noticed I've been missing for a while? Cosme knocked my internet connection out, and it's actually still down back in La Union. The week after that, I left the Philippines on a long-planned trip overseas to meet and greet family members I've been separated from for too long. I will be back on July 1. Is there any place where the complete details of what it entails to be an incorporator is spelled out? I'd like a week to study that when I come back from to the Philippines, so that's saying I can give my final final final agreement to be an incorporator on 7 July. In the meantime, is it possible to conditionally consent? I brought my Cedula with me (strangely enough), so I can provide my complete details when I next log in (assuming the cedula isn't missing). Does that sound okay? Thanks. Alternativity 13:40, 2 June 2008 (UTC)
Generally, incorporators are persons in charge of setting-up a corporation, in other words, founders. The Corporation Code of the Philippines defines incorporator as "stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof." [1] --Jojit (talk) 01:18, 3 June 2008 (UTC)

Hmmm, we have more than enough incorporators. We don't need many, since the incorporators' job is done after the process of incorporation. What we need now is to elect the initial board of trustees and the treasurer. --seav 08:15, 3 June 2008 (UTC)


Full Name=Remi Estrada de Leon, Nationality=Filipino, Address=Santa Barbara, Agoo La Union. CTC# coming tonight. :-D -- Alternativity 21:36, 4 June 2008 (UTC)


My reply to Jojit's email:

Sorry for the delayed reply. I have been swamped with work lately. Seav actually txt'd me during the meeting. I had to and have to decline. Now that I could not even edit Wikipedia due to work, it would be irresponsible for me to think that I will have time to contribute to WMPH and be an incorporator.
However, I'm really exited that WMPH is finally becoming a reality. I will help as much as I can.

--Nino Gonzales 04:29, 20 June 2008 (UTC)


UPDATE: If we push back WMPH incorporation to 2009, there is the possibility that I may be able to serve in the capacity of an incorporator. However, I am unsure if I can procure a cedula by then (unless being a college student is a valid occupation meriting one). --Sky Harbor 10:19, 28 August 2008 (UTC)

Can it be done?[edit]

It brings to my attention that the community slowly loosing interest in incorporating. There should be an ad-hoc committee who will process the papers for WMPH. But the big problem is... can it be organized? There is a very small number of wikipedians talking about WMPH setup. In that small number, each wikipedian has different commitments. Some of us have jobs, some will go back to school this June, some work at day, some work at night. Some works on a regular shift of 8-10 hours in 4-5 days, some do freelance work. Add physical location. Some of us are in Cebu while others are in Manila. --Exec8 07:28, 22 May 2008 (UTC)

If you have people from countries as large as Argentina, Australia, Canada, Russia and Indonesia, which are certainly much larger than the Philippines, being able to organize, the issue of physical location shouldn't be a problem (even the Wikimedia Foundation can do it with no sweat, and a good number of persons sitting on the Board of Trustees are non-US based). That's why there are plenty of online meetings, and the only physical meeting WMPH would possibly have is the annual convention which we are required to have by law. If commitment is the problem, then we need to generate interest. People are certainly interested in Wikipedia, and they can certainly fit this into their schedule. Organizing does not entail requiring from people that WMPH be the center of their lives. --Sky Harbor 15:55, 22 May 2008 (UTC)
Yes, we can make it. I’ll be willing to take care things here in Manila (like getting TIN for WMPH) while Bentong will take care of filing the AoI at SEC Cebu. --Jojit fb 08:03, 25 May 2008 (UTC)
There is nothing wrong if we are the second in Southeast Asia. With indonesia, and young wikis of singapore, we can even organize a bigger bloc. --Exec8 00:01, 26 May 2008 (UTC)
I don't think the SGpedians are organizing just yet. Even the Malaysians, Thais and Vietnamese, as far as I know, are not organizing. It's mostly the Filipinos and Indonesians. --Sky Harbor 15:22, 26 May 2008 (UTC)

Membership Fees[edit]

I recommend an annual membership fee. It will add up to our much needed fund to open a bank account. 124.104.179.228 13:21, 26 May 2008 (UTC)

Fees will be imposed as needed. Per the By-laws, there are five tiers of membership (four tiers plus observers). For reference, these are:
  • Full membership (18+)
  • Associate membership (below 18)
  • Organizational membership
  • Honorary membership
The first three tiers of membership entail the payment of annual dues; the fourth does not as this is conferred by the Board of Trustees (or whatever we call the board). The By-laws also contain provisions on allocating discounts to indigents and students (non-college student discounts are provided for in associate membership; college student discounts should be provided for in full membership). --Sky Harbor 13:41, 26 May 2008 (UTC)
How much is the yearly membership payment? -- Felipe Aira 12:06, 27 December 2008 (UTC)
I haven't given much thought to that. I was thinking the following:
  • Full membership: P1,500/year
  • Associate membership: P750/year
  • Organizational membership: P1,000/year
Likewise, a 20% discount would be extended to students and 50% for indigents. --Sky Harbor 13:39, 27 December 2008 (UTC)

Pledges[edit]

We need money for the start-up capital. WE should raise at least P25,000.00 (based on the opening balance requirement of BDO). --JinJian 01:18, 27 May 2008 (UTC)

It would be helpful if we put our pledges here:

# Username Pledge Incorporator? Remarks
1 JinJian 2,000.00 YES Valid if the Wikimedia Philippines is organized within the 3rd quarter of this year; I might also increase this amount
2 Jojit 2,000.00 YES I might also increase the amount
3 Scorpion prinz 1,000.00 YES
4 Titopao 2,000.00 YES I'm actually doing more OT work than necessary, so I'd like to think of this figure as a minimum amount :-)
5 exec8 2,500.00 YES Possibly sponsoring payment for web domain and email account setup
6 seav 2,000.00 YES
7 Sky Harbor 2,000.00 NO Depending on the state of my finances, this can go as high as P3000
8 cloudhand 2,000.00 NO this is all I can provide for now (will deposit on 13 April 2009)
9 Felipe Aira 1,500.00 NO around ganyang amount. Kung pwedeng magbigay ang minor.
10 alternativity 2,000.00 YES I'm not going to be able to send this before July,though...If needed before then,can this be an IOU?
11 Kguirnela 1,000.00 NO I can hand this over during Cebu 1/POSS (June 23, 2008): however, no one from that meetup has been nominated as Treasurer.
11 Matikas 0805 1,000.00 NO
TOTAL 21,000.00

Paano ang transaction nito? Magmoney transfer ba? -- Felipe Aira 10:24, 1 June 2008 (UTC)

That's a valid point. This is what I think:
  • Cash
  • Personal check
  • Postal money order (PMO)
  • Manager's check/Cashier's check
  • Money transfer/Wire transfer
  • PayPal (be warned: WMPH must withdraw at least P7000 to waive withdrawal fees)
Other options should also be explored. However, cash I think is too insecure, and we know that Philpost can't be trusted when money is inside an envelope. --Sky Harbor 06:27, 2 June 2008 (UTC)
How about Smart Padala? It only charges P 10 on the sender. --Jojit (talk) 01:39, 11 June 2008 (UTC)
Or GCash. But this means we need two mobile phones for WMPH. --Sky Harbor 11:21, 11 June 2008 (UTC)

Votation[edit]

Treasurer[edit]

Process

Anyone from participants' list can nominate and vote a treasurer. If you are not in the list, please list your name there first before proceeding to the nomination process. The nominee should also be in the participants' list but preferably of legal age. Voting will be open until Thursday, May 22, 2008.

Not preferably. ALL officers MUST be of legal age, as required by the Corporation Code of the Philippines. --Sky Harbor 14:36, 15 May 2008 (UTC)
Ok, noted. --Jojit fb 00:32, 16 May 2008 (UTC)
Let's have a system where we list our choices for the position from most preferable to less preferable. I.e., if we want X to be treasurer more than we want Y to be one, we list X and then Y. It's somewhat complicated but it's more consensual. Now I forgot the name of this process. --Bentong Isles 23:31, 22 May 2008 (UTC)
Ok, any system will do as long as Wikimedia Philippines will be established soon. Please lay down your proposal here. For me, I still prefer Exec8 to be the treasurer. --Jojit fb 07:53, 25 May 2008 (UTC)
It's called instant-runoff voting. --Sky Harbor 14:55, 26 May 2008 (UTC)

Roman "Butch" Bustria Jr. (exec8)[edit]

I nominate Roman "Butch" Bustria Jr. (exec8) as treasurer for Wikimedia Philippines. -Jojit fb 10:07, 15 May 2008 (UTC)

I am flattered with the nomination, however I am open to cooperate to anyone elected to that position. --Exec8 01:03, 16 May 2008 (UTC)

Votes

  1. --Jojit fb 10:07, 15 May 2008 (UTC)

Board of Trustees[edit]

Process

Discussions for Board of Trustees has been transferred here


AoI approval[edit]

NOTE: With six support votes and no opposes, I would like to declare this votation CLOSED. Presuming that I have the prerogative to do so, I will update the status of WMPH to reflect the reality that we now have a set of Articles of Incorporation. Now we just need to fill in the blanks and we're done! --Sky Harbor 14:14, 21 July 2008 (UTC)

I second the motion. And yes, you do have the prerogative. Now, let us concentrate on the By-Laws. --Jojit (talk) 00:37, 30 July 2008 (UTC)

Support[edit]

  • Support. The AoI looks good from my point of view. The only thing left is to fill in the blanks. --seav 12:59, 1 June 2008 (UTC)
  • Support. I stand no opposition to its contents. ----Exec8 14:26, 1 June 2008 (UTC)
  • Support. - It complies with the SEC format and so that it can be submitted to the ChapCom for review. --Jojit fb 00:23, 2 June 2008 (UTC)
  • Support. - Go! Go! Go! --JinJian 00:51, 2 June 2008 (UTC)
  • Support. Only the blanks need to be filled up, but the entire Articles of Incorporation look good to me...at least, to the best of my self-studied layman knowledge :-) --- Titopao 02:50, 2 June 2008 (UTC)
  • Support. Looks good to me. — Kguirnela 03:00, 9 June 2008 (UTC)

Dissent[edit]

WMPH funding and 2009[edit]

If we all remember the initial summer discussions leading to WMPH, we have been successful so far in raising P22,000 as initial capital for the formation of the chapter we have all dreamed of organizing. The current standing pledges are as follows:

  • JinJian: P2,000
  • Jojit fb: P2,000
  • Scorpion prinz: P2,000 (increased from P1,000)
  • Titopao: P2,000
  • Exec8: P2,500
  • Seav: P2,000
  • Sky Harbor: P3,000 (increased from P2,000)
  • Cloudhand: P2,000
  • Felipe Aira: P1,500
  • Alternativity: P2,000
  • Kguirnela: P1,000

Please, I hope your pledges are still valid. Mine is, for sure. If you think you can donate (or donate more, if you already have a pledge), please do so.

Anyway, I'm pleased to announce that depending on the result of Betawiki's translation project, 1000 euros will be split among all users who translate over 500 messages between December 24 and 31 of this year. So far, four users have claimed the bounty, including our own AnakngAraw, who decided to donate her cut to WMPH. The details are sketchy as to when this will be released, but depending on the number of users who claim the bounty, we may have enough to meet the P25,000 threshold that we imposed over the summer. Because of this possibility in the run-up to 2009, I have decided to re-open discussions on the official depositary bank of WMPH. The two major contenders for this position are BDO and Landbank. A comparison between the two banks is shown below for everyone's guidance:

Characteristic Banco de Oro Land Bank of the Philippines Philippine National Bank
Size (in terms of assets) Largest Landbank fourth-largest, PNB fifth-largest. Expect this to be reversed with the conclusion of the PNB-Allied Bank merger in 2009.
Branch network 695 343 324 (626 post-merger)
Branch spread Urban-concentrated; some rural branches were inherited from EPCIB in the merger Mixed urban-rural; some municipalities may have only a Landbank branch, a PNB branch, or both
Banking hours Minimum 8:00 am-5:00 pm, maximum 10:00 am-7:00 pm 9:00 am-3:00 pm
Minimum deposit P25,000 P20,000
Interest p.a. 0.75% 1.00%
Balance to earn interest P25,000 P20,000 P50,000
Inter-regional deposit fee Unclear (one said P50/deposit, while another said none) P50/deposit up to P10,000; P100/deposit beyond P10,000
(N.B.: I e-mailed Landbank asking for an exemption.)
Unknown (will ask)
Path to opening Either in the process of incorporation or already incorporated

In addition, we need a treasurer and an accountant. Let's discuss! --Sky Harbor (talk) 16:44, 26 December 2008 (UTC)

Sure that's still valid. I'm even willing to increase that, but only if the bank account is up already... As for the bank, I definitely vote Landbank. Hm... may I suggest we ad a pros and cons row to that table? :-D -- Alternativity (talk) 19:02, 26 December 2008 (UTC)
I'm not sure if this is the right place to discuss this, but aside from an accountant and a treasurer, we probably need a lawyer as well. There have been chapters that have been sued because of defamation on some Wikipedias and it's entirely possible that WMPH might get sued in the future.
Anyway, my pledge is still valid. The only thing I like about BDO is the weekend openings, but I think the rural-ness of Land Bank, lower initial deposit, and higher interest trumps BDO. --seav (talk) 20:12, 26 December 2008 (UTC)
According to BDO, they require a signed resolution from the board members and the proposed articles of incorporation and by-laws. Based on my findings, most wikipedians are in Metro Manila, Metro Cebu, HUCs and component cities in the Philippines, so BDO has an advantage. Its more convenient to deposit in BDO. LBP is busy when there are LGU fund dispursements and VAT dole-outs. I am proposing a bi-weekly chat meeting. I hope felipe received my list. I suggest you set the date and time. I am available Jan 3 but not succeeding Saturdays after that. Sundays would be fine. I hope we target incorporation anytime between March - June 2009. I hope someone would spot a dwarf who could give a pot of gold at the end of the rainbow and donate to wmph. --Exec8 (talk) 00:38, 27 December 2008 (UTC)
I'm interested in chipping in. Where can I start? I could transfer some Gs from my BDO if that could be helped. let me know when WMPH is up and running. --Eaglestorm (talk) 01:39, 27 December 2008 (UTC)
During the last chat, Delfindakila suggested Philippine National Bank. According to him, it's a strong bank. I think he is also fine with Landbank but not BDO because the bank seems to affected with the global financial crisis and he does not trust Henry Sy. By the way, my donation still stands. --Jojit (talk) 01:50, 27 December 2008 (UTC)
PNB is like Landbank, only privately-owned and a bit smaller (fifth-largest bank). I wonder if he trusts Lucio Tan more than Henry Sy. Besides, BDO's exposure to Lehman Brothers is minimal at best. I should warn though: expect a tough fight with Metrobank now that BDO is the largest bank in the Philippines. (N.B.: I added PNB to the table, plus a row on minimum balance to earn interest. Someone should verify the interest rates.) --Sky Harbor (talk) 03:42, 27 December 2008 (UTC)
My pledge remains valid. — KvЯt GviЯnЭlБ Speak! 01:59, 27 December 2008 (UTC)
Can Sky Harbor be elected as treasurer? (No bias but I just thought he's already the treasurer.) And would all of you consider a bank in/from the Philippines with branches/remittance centers abroad? PNB, Metrobank, and BPI do have these. P.S. The number of Betawiki users who claimed the bounty now stands at ten to date (look here). - AnakngAraw (talk) 04:55, 27 December 2008 (UTC)
Everyone wants me elected to a position for some reason (Sec-Gen, chairman, board member, now treasurer)! I have to turn down a treasurer nomination since I'm horrible in mathematics, plus I don't know how to accurately keep financial records. I should note though: international operations of Philippine banks are normally independent of their domestic operations. (N.B.: BDO has a branch in Hong Kong, as well as an international remittance network). --Sky Harbor (talk) 05:14, 27 December 2008 (UTC)
I nominated Exec8 in the WMPH page but nominations are on hold because lack of concensus on the voting process. --Jojit (talk) 07:06, 27 December 2008 (UTC)

BDO would be my vote. And yes, I received the contacts list. Walang katapusang haba ang mga pila ng Landbank. Felipe Aira 12:02, 27 December 2008 (UTC)

Obviously, PNB is not a choice. Also, at what branch would we opt to open the account? Felipe Aira 12:02, 27 December 2008 (UTC)

In Metro Manila, preferably in inner Manila (which is the city of incorporation) or in Makati. And PNB is not a choice because... --Sky Harbor (talk) 12:55, 27 December 2008 (UTC)

Pasingit din :P hehehe. My pledge remains valid :) --- Tito Pao (talk) 03:24, 29 December 2008 (UTC)

I'd go for Landbank. I really don't see the relevance whether you trust Henry Sy or Lucio Tan (we're not putting in millions of pesos worth of funds, are we?). Needing only 20,000 to open an account and basing on the pledges, only means we already have what it needs to open one with Landbank, and 2,000 peso to play around with. It's really too much brouhaha about nothing. BTW I'm a BDO/BPI client, just to dispel any preconceived biases. I suggest to open an account in the city where we intend it to incorporate. --Scorpion prinz (Talk | contribs) 05:43, 29 December 2008 (UTC)
Now that you put it that way, if we do open with Landbank, we can go to their main office in Malate! --Sky Harbor (talk) 05:49, 29 December 2008 (UTC)
(BTW, mine is also still valid.) I believe almost all of us here have BDO accounts. Right? Wouldn't it be easier for the most of us to have WMPH's account BDO since money transfers for donations and memberships will be easier? Felipe Aira 07:41, 29 December 2008 (UTC)
People for some reason love to paint Banco de Oro as perfect. Well, here are some things that could dispel that:
  • First, BDO's lines are hellish long during weekends. Three weeks ago, it took me 45 minutes just to deposit money at BDO SM Makati because of the sheer number of people lined up. Weekends are the most popular time for people to go pay off their bills, which is what a substantial number of people do when they are in line at a Banco de Oro.
  • Second, fees are paid by deposit, not by money transfer (at least in the Philippines anyway). If you transfer money between two accounts using money transfer, you will pay anyway even if the account is in the same bank as yours. This is why fees are paid by direct deposit to the bank of account. Michael (JinJian) brought up during the summer how much it would cost if he were to pay his dues in Tacloban, which is where he lives. BDO does not charge an inter-regional deposit fee, but I'm not sure about Landbank and PNB.
  • Third, we need a bank that will best cater to all members, present and future. Remember that we have people living in relatively far-flung areas. Alternativity, for example, lives in Agoo, La Union, and the closest BDO to his town is either in Urdaneta City or San Fernando City, whereas there's a Landbank and a PNB in Agoo. If I was in Marinduque and I needed to pay dues, I would have to take the boat all the way to Lucena City, which is where the closest BDO is, while there's a Landbank and a PNB in Boac, the provincial capital. We should avoid the brouhaha that beset the GSIS, when its beneficiaries couldn't claim their pensions because the UnionBank branches were so far from their areas of residence.
If and when we choose a bank, we should choose so prudently. Remember, we are not choosing this for our own convenience; rather, we are choosing for the sake of both WMPH and its members. Regardless of what bank we choose, I trust these banks will keep us safe. --Sky Harbor (talk) 09:19, 29 December 2008 (UTC)
Yeah that's true, the lines are long. I do the same thing every month to get remittances. Landbank it is. But about the line thing, I still believe that Landbank has the longest ones. It's ok though since there is a Landbank here in Dasmarinas, Cavite. Felipe Aira 09:38, 29 December 2008 (UTC)
Opening and maintaining balance of checking accounts at Banco Filipino is only 10K. Hehehe. --Scorpion prinz (Talk | contribs) 03:46, 1 January 2009 (UTC)
After what BF has gone through, I will not have WMPH gamble it with them. BF in fact is still dealing with litigation against the BSP for its 1985 closure. In addition, its website has not been updated since 2001. --Sky Harbor (talk) 04:21, 1 January 2009 (UTC)

Pasingit sa adyenda...[edit]

(It's in Tagalog so there's more bang!)

Discussing the official depositary bank of WMPH is a good thing, but we have to re-mobilize people into discussing some very pressing issues that we have left unresolved:

  • By-laws (discussion stalled since June)
  • Initial officers
  • Membership fees (there's some discussion on this at meta)
  • Translation of WMPH documents to Philippine languages
  • The pan-Philippine Wikipedias' Exemption Doctrine Policy (EDP)
    • I'm adding particular emphasis on the issue of the EDP as I am concerned users are passing off copyrighted images as their own (released under the GFDL or a Creative Commons license). This problem is most prevalent in the Tagalog Wikipedia.

We keep on setting deadlines, but for some reason, we have a penchant for not meeting them (that's why we eschewed the collaborations). Let's try getting to work, but this time, on our own pace, but speedily anyway. --Sky Harbor (talk) 18:10, 27 December 2008 (UTC)

SEC requirements for company meetings[edit]

I got to talk to a high school classmate of mine who's practicing corporate law and he said that SEC is very lenient with private companies regarding the regulation that the company board and members must meet in person for the annual meeting. When compiling the minutes of the meeting, I think an attachment of a statement why everybody is not present in person suffices. The SEC is only strict when it comes to public companies. So I guess Yahoo! conferences would be OK for us. (But this should not be explicitly stated in the by-laws; we still assume corporeal meetings.) :-) --seav (talk) 07:30, 29 December 2008 (UTC)

However, online interaction can't even compare with normal human interaction. I'm still up for keeping the annual convention, or even make it bi-annual if we really cannot afford it. These conventions are probably the only way that we can get free publicity. --Sky Harbor (talk) 08:45, 29 December 2008 (UTC)

Vote: Official depository bank of WMPH[edit]

Voting will now be open for the official depository bank of Wikimedia Philippines. Take note that because we choose a bank now, it does not mean that we cannot choose another bank if and when we decide to open a second account. There are four available options that people may choose from:

  • Banco de Oro
  • Land Bank of the Philippines
  • Philippine National Bank
  • Other (BPI, Metrobank, etc.)

Please sign at the designated section for the bank of your choice. If you choose "Other", declare which bank we should open with. Voting will remain open until January 6, 2009. --Sky Harbor (talk) 02:51, 30 December 2008 (UTC)

N.B.: I extended voting to January 15, 2009. Obviously, not everyone involved has voted, so let's give them a chance to do so! --Sky Harbor (talk) 14:49, 7 January 2009 (UTC)

Banco de Oro[edit]

Land Bank of the Philippines[edit]

  • I was supposed to remain neutral, but after a lot of contemplating, I decided to vote anyway. Other than the lower requirements for opening an account and the wider coverage of its branch network which covers 80 of 81 provinces in the Philippines (the Dinagat Islands being the sole exception), Landbank to me is perhaps the most socially responsible of the three banks we are tasked to choose. Its aim to develop the countryside goes hand-in-hand with our aim to empower the Filipino people using knowledge, which is important to the development of a national consciousness. I trust that WMPH will be well-served by Landbank. --Sky Harbor (talk) 07:29, 31 December 2008 (UTC)
  • Although BDO is my first choice, I would still vote for this for the convenience of those members living far away from urban areas. A larger coverage means more ability for possible benefactors to donate money to WMPH. And the second reason would be its higher interest rate and lower maintaining balance. Felipe Aira 08:50, 31 December 2008 (UTC)
  • My choice. --Scorpion prinz (Talk | contribs) 14:54, 31 December 2008 (UTC)
  • My first Edit of 2009 shall be to vote for Landbank. :-D Happy New Year folks!!! -- Alternativity (talk) 16:00, 1 January 2009 (UTC)
  • I was thinking of BPI but I'll go for Landbank. --Jojit (talk) 02:16, 3 January 2009 (UTC)
  • I like BDO for its weekend banking but that's it. Landbank is better since it has a higher interest rate and a smaller opening requirement. --seav (talk) 15:30, 7 January 2009 (UTC)
  • I'd go for Landbank, even if BDO is more convenient for me. We need something that will be accessible to most WMPH members. --- Tito Pao (talk) 02:32, 8 January 2009 (UTC)
  • I was going for BDO as well but it will be better if most of us can access a branch.--Lenticel (talk) 05:13, 8 January 2009 (UTC)

Philippine National Bank[edit]

Other[edit]

Results/Verdict[edit]

Voting is now CLOSED. With a verdict of 0 / 8 / 0 / 0, the official depository bank of Wikimedia Philippines shall be Land Bank of the Philippines. --Sky Harbor (talk) 01:56, 18 January 2009 (UTC)

Final list of incorporators/directors[edit]

Let's finalize the list of incorporators/directors and finish the details in the notarial acknowledgement. So, Titopao will replace Lenticel, right? --seav 03:24, 19 October 2009 (UTC)

Also the number of incorporators != number of directors != number of capital subscribers (where != is "does not have to be equal to"). Capital subscribers can be as many as needed as long as the minimum P5k is met, while directors need to be between 5 and 15 inclusive. For simplification, let's set the list of incorporators to be equal to the list of initial directors, per the By-laws. --seav 05:23, 20 October 2009 (UTC).

Questions/remarks from ChapCom[edit]

Hi,

thanks for the draft. The Articles of Incorporation look nice, but I have a few questions. Please excuse me if the answer is already somewhere.

  • Purposes: The purposes look nice, but I wonder about the second subject: "To promote the use of native Philippine languages in educational and reference materials, and". Is there a specific reason that this is in the purposes?
  • the FOURTH article mentions that the term is "fifty years". Is this a legal thing that this is necessary in the Philippines, or was there another reason for this? I guess it is no big deal, but I'm somewhat curious :)

thanks, Effeietsanders 19:08, 21 November 2009 (UTC)

To answer the second question, yes, this is a legal requirement and fifty years is the proscribed maximum initial lifetime. See Title II, Section 11 of the Corporation Code of the Philippines. The fifty year lifetime can be extended by amending the Articles of Incorporation but no sooner than 5 years before the expiration. --seav 08:13, 25 November 2009 (UTC)
For the first question, this basically means that we would like to promote the development of the Philippine-language Wikimedia Projects, which are "educational and reference materials" though we made it general so that we can support other projects that are in-line with Wikimedia Foundation goals, but with emphasis in Philippine languages. --seav 08:20, 25 November 2009 (UTC)
Hi, thanks for your explanation. If the 50 years is a legal thingy, no problem of course. No big deal anyway, as long as you can alter it if time comes.
For the general purpose, do I understand your explanation correctly that you limit yourselves to Philippine languages? This would seem odd to me, because as I understand it, also the English version is for example used broadly? Of course you can say it gets a relatively larger attention, that is all fine, as long as you don't tie yourself down too much. Effeietsanders 13:04, 8 December 2009 (UTC)
Thank you for the responses. The aims should be interpreted as a "union" instead of as an "intersection", to use terms in set mathematics. So promotion of the English Wikipedia and other English Wikimedia projects is covered by aim #1. Aim #2 just gives special emphasis on native Philippine languages. --seav 04:26, 14 December 2009 (UTC)

The articles of incorporation stãtes that Wikiedmia Foundation is incorporated in Florida, which is no longer true. Anders Wennersten 06:15, 5 February 2010 (UTC)

While the current headquarters is in San Francisco, WMF is still a Florida-incorporated corporation. --seav 07:29, 5 February 2010 (UTC)
I think Saev is correct here :) (unless the WMF changed that recently, but to do that, they would have to have changed their articles of incorporation) Effeietsanders 08:48, 5 February 2010 (UTC)

Final AOI that will be submitted to SEC[edit]

I changed the AOI here to reflect the final AOI that will be submitted to SEC. But it is still awaiting approval by ChapCom since we made changes. --Jojit (talk) 03:04, 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) 09:11, 6 April 2010 (UTC)

Summary of changes made[edit]

Below are the summary of changes made. --Jojit (talk) 03:15, 6 April 2010 (UTC)

SEC and Lawyer's review Change reason Action taken by WMPH
1. The name should be without comma or quotes: WIKIMEDIA PHILIPPINES INC. Standard SEC format Changed the name from "WIKIMEDIA PHILIPPINES, INC." to WIKIMEDIA PHILIPPINES INC.
2. Specifiy that the corporation is a "non-profit" corporation in the declaration Standard format Changed the declaration to include the "non-profit" text.
3. THIRD article: Specify complete address of the Corporation SEC requirement Specified complete address. Take note that the address given is the address of Joseph "Jojit" Ballesteros, one of the incorporators.
4. FIFTH article: Specific addresses of Incorporators/Trustees SEC requirement Specified addresses of incorporators and Trustees in the actual document to be submitted and not here in meta.
5. SIXTH article: For non-stock, "Directors" are called "Trustees" Directors refer to stock corporation while Trustees to non-stock. Changed the term to "Trustees" throughout the Articles of Incorporation and By-laws.
6. SEVENTH and EIGHTH articles: Recommend to delete these articles as Article Nine, as revised, already states the required information Redundant information. Deleted sections SEVENTH and EIGHT and the order of articles were changed accordingly.
7. NINTH article: "Subscibed" is replaced with "Contributed" The word "Subscribed" is used for stock corporations. "Contributed" is more appropriate. Changed word with "Subscibed". Take note that this is already the SEVENTH article as revised.
8. TIN should be indicated below the name of the incorporator SEC requirement Tax Identification Numbers (TIN) are now indicated in all of the incorporators in the actual document and not here in meta.