Wikimedia Philippines/By-laws

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For WMPH Articles of Incorporation see Wikimedia Philippines/Articles of Incorporation.

BY-LAWS
OF
WIKIMEDIA PHILIPPINES, INC.

[edit] ARTICLE I: Meetings

Section 1. Annual Convention – The annual convention of the membership body shall be held on the third week of May of each year, at a location to be determined by the Board of Directors.

Section 2. Quarterly/Special Meetings – Quarterly meetings of the members shall be called at the end of every quarter of the calendar year by the President. During such meetings, the President shall render his quarterly report to the members regarding the activities of the Association.

Special meetings may be called as the need thereof arises, either by the Board of Directors, the President or upon the petition of at least one-third (1/3) of the general membership of the Association.

Section 3. Notices – Notices of the date, time and place of annual, quarterly and special meetings of the members shall be given at least ten (10) days before the date set for such meeting. In urgent cases, the notice may be communicated at least two (2) days before the meeting. Such notices shall be disseminated using all available means of communication at the disposal of the Association.

Notices for special meetings shall state briefly the purpose or purposes of the meeting. No other business shall be considered at such meeting, except with the consent of all the members present thereat.

Section 4. Waiver of Notice – Notice of meeting may be waived verbally by any member attending it.

Section 5. Quorum – A quorum for any meeting of the members shall consist of a simple majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 6. Order of Business – The order of business at the annual convention of members shall be as follows:

1. Proof of the presence of a quorum
2. Reading and approval of the minutes of the previous annual meeting, except when such reading is dispensed with by a majority vote of those present
3. Unfinished business
4. Report of the President
5. Elections for the Board of Directors (when needed)
6. New business
7. Other matters

The order of business at any meeting may be changed by a vote of a majority of the members present.

Section 7. Voting by Proxy – Members shall be entitled to one vote, and they may vote either in person or by proxy, which shall be in writing and filed with the Secretary of the Association before the scheduled meeting.

[edit] ARTICLE II: Board of Directors

Section 1. Board of Directors – The corporate powers of the Association shall be exercised, its business conducted and its property controlled by the Board of Directors.

Section 2. Qualifications – No members shall be eligible for election to the Board of Directors unless he/she has the following qualifications:

1. He/she is a full member of the Association
2. He/she is not delinquent in the payment of his regular and monthly dues
3. He/she regularly attends meetings of the Association
4. He/she actively participates in the projects and activities of the Association

Section 3. Disqualification of Directors or Officers – No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of this code, committed within five (5) years prior to the date of his/her election or appointment, shall qualify as a director or officer.

Section 4. Powers of the Board of Directors – The Board of Directors is the supreme body of the Association. As such, it is hereby granted the following powers and responsibilities:

1. To issue and promulgate resolutions legally binding on all members of the Association. However, such resolutions may be subject to the approval of the member body of the Association, 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 Association in all official matters. However, the President shall represent the Association in all official matters where it has not assigned a member to represent the Association.
3. To convene all meetings and hold elections. It is the Board of Directors’ 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 Association, 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 Association.
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 Association.

Section 5. Indemnification – All current and former members of the Board of Directors shall be indemnified by the Association to the maximum extent permitted by the laws of the Philippines. However, the Association shall extend no such indemnification to any member of the Board, whether current or former, in cases of liabilities arising from the following reasons:

1. Abuse of office or personal commission of criminal or fraudulent acts within or outside the scope of their office
2. Recklessness or dereliction of duties
3. Commission of acts against the Association

[edit] ARTICLE III: Officers

Section 1. Officers – The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer and an Auditor. They shall be elected by the Board of Directors from among themselves, subject to its ratification by the membership body. The Board may, at its discretion, combine compatible offices in a single person.

Section 2. Term of Office – All officers of the Association shall hold office for one (1) year and until their successors are duly elected and qualified, with no prejudice for reelection.

Section 3. Vacancies – Vacancies in any of the elected positions of the Association may be created due to the following procedures:

1. Resignation
2. Impeachment
3. Termination of membership by means of death or voluntary renunciation of membership

In such cases of vacancy, a special meeting shall be convened and elections shall be held within one (1) week from the promulgation of vacancy for the said position(s). Officers removed from office through impeachment are automatically disqualified from candidacy for any vacant positions.

The inauguration of said officers shall take place within one (1) week after the promulgation of election results.

[edit] ARTICLE IV: Functions and Powers of Officers

Section 1. President – The President shall be the Chief Executive Officer of the Association. In addition to duties as such, he/she shall preside in all meetings of the Board of Directors and those of the members of the Association.

He/she shall execute all resolutions and/or decisions of the Board of Directors. He/she shall be charged with directing and overseeing the activities of the Association. He/she shall appoint and have control over all employees of the Association, and review and approve expense vouchers. Together with the Secretary, he/she shall present to the Board of Directors 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 Association for the fiscal year under his/her term.

Section 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 maybe assigned by the Board of Directors.

Section 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 Directors and of all meetings of all committees, in a book kept for the purpose. He/she shall keep the common seal of the Association 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 Association’s website. He/she shall also perform all such other duties and work as the Board of Directors may from time to time assign him/her.

Section 4. Treasurer – The Treasurer shall have charge of the funds, receipts and disbursements of the Association. He/she shall keep all moneys and other valuables of the associations in such bank or banks as the Board of Directors 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 Directors, whenever required, and an account of the financial condition of the Association 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 Directors. He/she shall likewise post a bond in such amount as may be fixed by the Board of Directors.

Section 5. Auditor – The Auditor shall examine the financial records and assets of the Association, whenever necessary. He/she shall also perform other functions as may be provided for by the Board of Directors.

[edit] ARTICLE V: Members

Section 1. Scope – The Association shall be composed of members who are users of or contributors to any Wikimedia Foundation project or who otherwise support the purposes of the Association as stated in the Articles of Incorporation and are based in the Philippines or are of Filipino descent, whether residing in the Philippines or abroad.

Persons not of Filipino descent, whether residing in the Philippines or abroad, who show manifest interest in forwarding the purposes of the Association, shall also be included in the scope of membership of this Association.

Section 2. Tiers of Membership – Membership in the Association shall be divided into the following tiers:

1. Full membership
2. Associate membership
3. Honorary membership

Full membership is extended to any person who is of the Philippine legal age, while associate membership is extended to any person who is not yet of the Philippine legal age. Provided that such persons meet the scope as defined in Section 1, whether residing in the Philippines or abroad, upon expression of manifest interest in forwarding the purposes of the Association and upon receipt of all dues as mandated thereof, such persons shall be accorded the rights and responsibilities of membership, if qualified.

Honorary membership in the Association is extended to any person who or entity that has performed a great service to the Association or to the community where this Association is based upon. Induction of honorary members is subject to the approval of the Board of Directors. No receipt of dues shall be demanded from honorary members, and such membership may be conferred to such person or entity regardless of the provisions enumerated in Section 1.

Section 3. Rights of Members – All full members of the Association shall be accorded the following rights:

1. To attend all meetings of the general community or membership body of the Association, whether online or in person, as well as all conventions and other meetings, as convened by the Board of Directors
2. To speak, propose, second and vote on all decisions of the Board of Directors, as well all policies which affect the Association
3. To participate in all elections and its processes held by the Association for all positions that may be designated as elected positions, and to be appointed to any appointive position, where necessary
4. To avail of all facilities of the Association
5. To legally represent the Association in all official matters and correspondence, subject to the approval of the Board of Directors

Pursuant to relevant provisions in these By-laws and other pertinent legislation that may apply, associate and honorary members shall be disqualified from voting on all decisions of the Board of Directors, where necessary. Such members shall also be disqualified from voting in all elections, shall not be considered for any elective or appointive office, and shall not be imbued with the legal capacity to represent the Association in all official matters and correspondence.

Section 4. Duties and Responsibilities of Members – A member of the Association shall have the following duties and responsibilities;

1. To obey and comply with the by-laws, rules and regulations that may be promulgated by the Association from time to time
2. To attend all meetings that may be called by the Board of Directors
3. To pay membership dues and other assessments of the Association

[edit] ARTICLE VI: Sanctions

Section 1. Suspension – Suspension of membership shall only be applied to full and associate members of the Association. Such suspension may only be imposed on the following grounds:

1. Non-adherence to the policies of the Association
2. Commission of acts contrary to the policies of the Association, or that damages the credibility of the Association or the community that the Association is based upon in the eyes of the public

Section 2. Termination – Termination of membership may be imposed based on the following three grounds:

1. Death
2. Voluntary renunciation of membership
3. Expulsion

Section 3. Impeachment – Any elected official of the Association may be impeached on the following grounds:

1. Any act for which indemnity would not be extended to as defined in Article II, Section 5
2. Any act which can merit suspension or termination of membership as defined in Sections 1 and 2
3. Absence from any two (2) meetings of the Association or from the annual convention without prior notice to the Board of Directors

Section 4. Convocation of Members – Upon filing of a written complaint with the Secretary, and upon the vote of one-third of all members present called for the purpose thereof, the Board of Directors shall, within seven (7) days, call for a special meeting to consider the charges levied against the accused member or elected official.

Section 5. Judgement – After considering the charges being meted against the accused member, the Board of Directors shall present its verdict to the membership body for approval. In any circumstance where a sanction is meted, the affirmative vote of at least a majority of all the members of the Association shall be necessary. Provided, that should the sanction of expulsion be meted, the affirmative vote of two-thirds (2/3) of all the members shall be necessary for it to take effect.

Section 6. Termination of Membership – Upon sufficient basis that a member of the Association has died or renounced his/her membership, such membership shall be automatically revoked. Designated successors to memberships that have been terminated due to death or dissolution, if any have been named, shall be considered by the Board of Directors. If approved, all rights and responsibilities shall be transferred to the designated successor of the member.

Section 7. Right of Appeal – Decisions of suspension and termination of membership are considered final and binding. However, such decisions may be appealed to the Board of Directors at least one (1) week after the promulgation of such decision.

Decisions of impeachment are final and may not be appealed.

[edit] ARTICLE VII: Finances

Section 1. Funds – All funds of the Association shall be derived from the following sources of income:

1. Receipt of fees and dues from members of the Association
2. Donations or grants from members, persons and corporate or organizational entities, whether residing or based in the Philippines or abroad
3. Donations or grants from the government of the Philippines, its subordinate bodies and government entities and units, and of government-owned and/or controlled corporations
4. Income derived from any trust or account held by the Association, including interest earned from the accounts of the Association, or of any asset assigned to the Association by any person or entity
5. Income derived from secondary activities of the Association, including the marketing of products manufactured or services performed by the Association
6. Budget surpluses and other legal sources of income

Section 2. Fees and Dues – All members of the Association shall, in addition to the membership fee, pay dues and/or assessments that may be imposed by the Association from time to time.

Section 3. Disbursements -- Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the treasurer and countersigned by the President. If necessary, the Board of Directors may designate other signatories.

Section 4. Remunerations – Subject to the provisions of Article X of the Articles of Incorporation, no remunerations shall be paid to any elected officer of the Association. However, remunerations shall be paid to any member of the Association, including elected officers, for any expenses incurred on behalf of the Association.

Section 5. Borrowing of Funds – The Board of Directors shall exercise the sole right to borrow funds in the name of the Association, with the approval of the President. However, approval of the membership body shall be required for any funds borrowed by the Association in excess of fifty thousand (50,000) pesos.

Section 6. Fiscal Year – The Association shall adopt the standard calendar year, from January 1 to December 31, as its fiscal year.

[edit] ARTICLE VIII: General Provisions

Section 1. Official Language – The English language is the official language of the Association. All official correspondence of the Association shall be conducted in English. However, all announcements, proclamations and documents of the Association may be translated as needed into any language of the Philippines which has an existing Wikimedia Foundation project, including projects hosted on the Wikimedia Incubator.

If there is any conflict between the English version and the translated version of any announcement, proclamation or document of the Association, the English version shall prevail.

Section 2. Common Seal – The Association shall adopt a common seal that shall be subject to the approval of the Board of Directors. Such seal shall be used in the affixation of resolutions, proclamations or any other documents as approved by the Board of Directors and, where necessary, the membership body of the Association. Any documents wherein the seal of the Association is affixed to shall be signed by the Secretary.

[edit] ARTICLE IX: Dissolution

Section 1. Nature of Dissolution – The Association may only be dissolved in the following situations:

1. If the Association can no longer meaningfully pursue its aims and objectives, financially or otherwise
2. If the dissolution of the Association is in the best interests of the community

Section 2. Requirements for Dissolution – The Association may be dissolved by a three-fourths (3/4) vote of the entire membership body.

Section 3. Liquidation – Any asset of the Association when liquidated shall be used to repay any debt or liability of the Association to any third parties. If no such liabilities exist, or if all liabilities have been paid, all remaining assets shall be donated to any organization with similar aims and objectives to that of the Association.

[edit] ARTICLE X: Amendments or Revisions

Section 1. Amendments or Revisions – Amendments or revisions to any resolution, the By-laws or the Articles of Incorporation shall be incorporated only with the approval of the Board of Directors and the ratification of two-thirds (2/3) of the membership body of the Association, voting separately. Amendments or revisions may originate from either the Board of Directors or the membership body of the Association.

Section 2. Introduction – Amendments or revisions to any of the aforementioned documents may only be introduced at the annual convention.

Section 3. Affirmation – Amendments or revisions must be reaffirmed at the next annual convention by a two-thirds vote of the Board of Directors and of the membership body, voting jointly, for it to take permanent effect.

Amendments or revisions which are not reaffirmed shall no longer be enforced, and any documents modified shall revert to the state as they were prior to its amendment or revision.

Section 4. Availability – The text of any amendment or revision to any resolution, the By-laws or the Articles of Incorporation shall be made available for at least fifteen (15) days prior to the scheduled date of approval and ratification of the amendment or revision in question.

[edit] ARTICLE XI: Transitory Provisions

Section 1. Initial Directors – The initial incorporators of the Association shall serve in concurrent capacity as the first Board of Directors, and shall likewise serve the prescribed tenure as defined in Article III, Section 2 of these By-laws.

Section 2. Schedule of Elections – Elections for all elective positions shall be held within fifteen (15) days after ratification of this document.

Section 3. Effectivity – These By-laws shall be effective immediately upon incorporation after its ratification by a majority of votes cast in a plebiscite held for the purpose thereof.

Adopted this day, the (day) of (month), 2009, at (place), (location), Province of (province), by the affirmative vote of the undersigned members representing a majority of the members of the Association in a special meeting duly held for the purpose thereof.

(Signatures of all members present)