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)

Contents 1 Comments 1.1 Tax and legal advice 1.2 New provisions 1.3 Capital and finances 1.4 Office location 1.5 Incorporators 1.6 Can it be done? 1.7 Membership Fees 1.8 Pledges 2 Votation 2.1 Treasurer 2.1.1 Roman "Butch" Bustria Jr. (exec8) 2.2 Board of Trustees 2.3 AoI approval 2.3.1 Support 2.3.2 Dissent

[edit] Comments

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)

[edit] Tax and legal advice

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)

[edit] New provisions

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)

[edit] Capital and finances

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)

[edit] Office location

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 :)

[edit] Incorporators

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)

---

[edit] Can it be done?

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)

[edit] Membership Fees

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)

[edit] Pledges

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	1,000.00	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
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.
	TOTAL	19,000.00

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)

[edit] Votation

[edit] Treasurer

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)

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

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)

---

[edit] Board of Trustees

Process

Discussions for Board of Trustees has been transferred here

---

[edit] AoI approval

[edit] Support

• 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)

[edit] Dissent