Wikimedia Philippines/By-laws
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- For WMPH Articles of Incorporation see Wikimedia Philippines/Articles of Incorporation.
NOTE: These bylaws are not yet final pending further deliberations, meetings and a final vote. Any changes should be discussed in the talk page. Thank you!
BY-LAWS
OF
WIKIMEDIA PHILIPPINES, INC.
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[edit] ARTICLE I: General Provisions
[edit] Section 1: Declaration of Validity of Provisions of Articles of Incorporation
All provisions approved and incorporated in the Articles of Incorporation of Wikimedia Philippines, Inc. (hereinafter called "the Association") shall be considered as legally binding provisions of the Bylaws. However, no provision of the Bylaws adopted by the Association shall contradict the provisions of the Articles of Incorporation.
[edit] Section 2: 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 shall be translated into all languages of the Philippines where there is an existing Wikipedia or other Wikimedia 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.
[edit] Section 3: Fiscal Year
The Association shall adopt the calendar year as its fiscal year.
[edit] ARTICLE II: Membership
[edit] Section 4: Scope
The Association shall be composed of members who are users of or contributors to all Wikimedia projects and are based in the Philippines or are of Filipino descent, whether residing in the Philippines or abroad, as well as contributors to all existing Wikimedia projects in Philippine languages.
Persons not of Filipino descent, whether residing in the Philippines or abroad, who show manifest interest in forwarding the aims of the Association, as well as contribute to content about the Philippines on any Wikimedia project or to Philippine-language Wikimedia projects, shall also be included in the scope of membership of this Association.
[edit] Section 5: Tiers
The following tiers of membership in the Association are hereby adopted:
- Full membership
- Associate membership
- Honorary membership
- Organizational membership
- Observer
[edit] Section 6: Full Membership
Full membership in the Association is extended to any person as defined in Section 4 of these By-laws who is of the Philippine legal age, whether residing in the Philippines or abroad, upon expression of manifest interest in forwarding the aims and objectives of the Association and upon receipt of all dues as mandated thereof.
Persons with full membership shall exercise the following rights:
- 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 Trustees
- To speak, propose, second and vote on all decisions of the Board of Trustees, as well all policies which affect the Philippine Wikimedia community
- To participate in all elections and its processes held by the Association for all positions that may be designated as elected positions
- To be qualified as a candidate for a position on the Board of Trustees
- To legally represent the Association in all official matters and correspondence, subject to the approval of the Board of Trustees
[edit] Section 7: Associate Membership
Associate membership in the Association is extended to any person as defined in Section 4 of these By-laws who is below the Philippine legal age, whether residing in the Philippines or abroad, upon expression of manifest interest in forwarding the aims and objectives of the Association and upon receipt of all dues as mandated thereof.
Persons with associate membership shall enjoy all rights and privileges of full members, with the exclusion of all powers of seconding and voting in the decisions of the Board of Trustees. Such members' rights to participate in elections are also reduced to the nomination process, and shall also be disqualified from consideration as a candidate for a position on the Board of Trustees.
The membership of associate members shall be promoted to full membership once the Philippine legal age is reached for said member.
[edit] Section 8: Honorary Membership
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 Trustees. No receipt of dues is required from honorary members, and such membership may be conferred to such person or entity regardless of the provisions of Section 4 of these By-laws.
Persons or entities with honorary membership shall enjoy all rights and privileges of associate members, with the further exclusion of disqualification from representation of the Association in all official matters and correspondence.
[edit] Section 8: Organizational Membership
Organizational membership in the Association is extended to any organization or entity based in the Philippines upon expression of manifest interest in forwarding the aims and objectives of the Association and upon receipt of all dues as mandated thereof. Once an organization or entity receives approval for its application for organizational membership, such organization or entity shall send one (1) representative to serve as the legal representative of the organization in question in all affairs of the Association.
Organizations or entities with organizational membership shall enjoy all rights of associate members. However, organizational members shall be accorded the powers of seconding and voting in the decisions of the Board of Trustees.
[edit] Section 9: Observers
Observer status in the Association is extended to all persons or entities as defined in Section 4 of these By-laws, whether residing in the Philippines or abroad, upon expression of manifest interest in forwarding the aims and objectives of the Association. Such right shall be exercised on a voluntary basis. Members of Philippine-language Wikimedia projects and Filipino Wikimedia communities in all non-Philippine language Wikimedia projects shall be automatically accorded this status.
Observers shall enjoy the right of discussion in all decisions of the Board of Trustees, as well as the right of attendance in all meetings, whether online or in person, as convened by the Association. Observers who wish to accede to membership shall be subject to the membership application processes.
[edit] Section 10: Membership Process
Persons or entities who wish to accede to any tier of membership in the Association, excluding honorary membership and observer status, shall submit an application form, either by electronic or physical means, to the Board of Trustees. Upon receipt of said application form, the Board of Trustees shall deliberate on the acceptance or rejection of the application. Once a decision has been made by the members of the Board of Trustees, the applicant shall be notified of the status of the application.
If such application is approved, said applicant shall remit any necessary fees or dues to the Association. Upon receipt of said dues and fees, the applicant shall be as such considered a member of the Association.
If such application is rejected, said applicant shall be entitled to file another application, subject to the same process. However, any subsequent application after a rejected application shall be filed at least one (1) week from rejection of the previous application.
Honorary membership shall be accorded on a case-by-case basis and only with the explicit approval of the Board of Trustees. There is no application process to exercise observer rights.
[edit] Section 11: Positions
The following positions in the Association shall be exclusively occupied by full members of the Association, subject to elections:
- President
- Vice-President
- Secretary
- Treasurer
Such positions may also be occupied by associate members whose memberships will be promoted to full membership upon the date of inauguration.
A person elected to the position of Treasurer must have record-keeping and money-management experience. Such credentials shall be verified by the Association before such person is elected.
Members of the Board of Trustees shall likewise be qualified to occupy such positions in the Association.
Upon election of such members into the positions listed above, such members who occupy those positions shall be disqualified from holding any other office.
[edit] ARTICLE III: Meetings
[edit] Section 12: Nature of Meetings
The Association shall hold meetings of the following characters:
- Executive meetings, where only the Board of Directors shall meet with the attendance of the Secretary
- Regular meetings, where the Board of Directors and the membership body of the Association shall meet
- Consultative meetings, where members of the Association are consulted on possible decisions of the Board of Directors. Elections shall also fall under this type of meeting.
- The annual convention, where members of the Philippine Wikimedia community gather, meet and discuss about Philippine Wikimedia projects and as a general point of dissemination for any information to be released by the Association
It is hereby mandated that the Association shall hold meetings on a timely, regular basis. The promulgation of meetings shall be announced on all Philippine Wikimedia projects and to all Filipino Wikimedia communities at least ten (10) days before the date of the actual meeting. Meetings may be held online or in person, with such decision left to the discretion of the Board of Trustees with the concurrence of the membership body.
No meeting shall take place without the presence of at least two (2) members of the Board of Trustees.
The annual convention, as the general convention of all Wikimedia users and contributors subject to the provisions of Section 4 of these By-laws, shall be held in a physical location to be determined by the Board of Trustees. Such meeting shall be announced at least thirty (30) days before the date of the convention.
[edit] Section 13: Quorum
Decisions of the Board of Trustees shall be voted upon by a quorum of all members of the Association. As a general guideline, a quorum shall consist of at least half of all members present in any given meeting, excluding observers.
Meetings held without a quorum shall not include in the meeting's agenda any voting in the decision of Association policies or resolutions. If such is included in the agenda prior to the discovery of a lack of quorum, such business shall be struck out of the agenda.
[edit] Section 14: Community Consensus
In all voting procedures of the Association, including elections, all decisions shall be subject to community consensus. If there is a consensus towards supporting or opposing a decision or anything being voted upon, such consensus shall be the basis for the outcome of said voting.
The nature of community consensus shall be based on existing policies and guidelines for consensus already enforced on all Wikimedia projects.
In the event that a consensus cannot be reached under the said procedure, otherwise known as a failure of consensus, the Board of Trustees may elect to adopt a supermajority voting system, wherein a minimum absolute two-thirds majority vote would be required in forging any decision under the procedures named herein.
[edit] Section 15: Transcripts and Minutes
Minutes of any meeting shall be kept by the Secretary. Such minutes shall be archived and be made part of the official documents and correspondence of the Association. Official transcripts of all executive meetings shall likewise be kept, with such transcripts also be subject to archival.
In the event that the Secretary is unable to attend a meeting, the Board of Trustees shall assign a person present at said meeting to keep the minutes of the meeting in question.
[edit] ARTICLE IV: Board of Trustees
[edit] Section 16: Trusteeship Requirements and Procedures
All members of the Board of Trustees are elected from the general membership of the Association. Such members must be in possession of full membership and of good standing in the Association. Persons in possession of associate membership may be considered for candidacy if their membership is automatically promoted to full membership upon inauguration when reaching the Philippine legal age. Possessors of honorary or organizational memberships and observers, as well as persons in possession of associate membership that is not expected to be promoted to full membership upon inauguration, are disqualified from candidacy.
A candidate for a seat in the Board of Trustees shall be subject to election by the membership body of the Association. Subject to community consensus, if such person is believed to be supported by the general membership body of the Association, such person shall be considered a bona fide member of the Board of Trustees upon induction.
The inauguration of trustees shall take place in an in-person meeting of public character at least one (1) week after promulgation of the results if of said election. Such inauguration shall also include the administration of an oath of office. Until such winning candidate is inducted, he or she shall not be considered a bona fide trustee of the Association.
[edit] Section 17: Powers and Responsibilities of the Board of Trustees
The Board of Trustees is the supreme body of the Association. As such, it is hereby granted the following powers and responsibilities:
- 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, any member of the Board of Trustees shall represent the Association in all official matters where it has not assigned a member to represent the Association.
- To convene all meetings and hold elections. It is the Board of Trustees’ responsibility, however, to announce the dates of such meetings and elections, and to organize the annual conference.
- 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.
- 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, subject to the consensus of the membership body.
[edit] Section 18: Positions
The following positions in the Association shall be exclusively occupied by members of the Board of Trustees, subject to elections:
- Chairman
- Vice-Chairman
Upon election of such members into the positions listed above, such members who occupy those positions shall be disqualified from holding any other office.
[edit] Section 19: Accountability
The Board of Trustees is accountable to the membership body of the Association. It shall as such be required to report its activities to the membership body on a regular basis and during the annual conference.
[edit] Section 20: Resolutions
The Board of Trustees is granted the power to issue and promulgate resolutions with respect to policies enforceable on all Philippine-language Wikimedia projects and Filipino Wikimedia communities, with such resolutions being legally binding on all members of the Association and of the community in general. (Sec. 18, Bylaws)
All resolutions shall be subject to the following approval process:
- Proposal
- Discussion
- Approval
- Ratification
Upon proposal of a resolution, for which a draft copy shall be provided to the membership body of the Association and accessible to the communities or Wikimedia projects affected, discussion on said proposal shall be open to all persons for at least one (1) week from proposal, after which approval from the Board of Trustees may be granted.
If a proposed resolution is approved by the Board of Trustees, such resolution shall be subject to the approval of the membership body of the Association and the ratification of the Wikimedia projects or communities affected by the proposal. Any resolution that receives a consensus in favor of approval from the membership body and ratification from the Wikimedia projects or communities affected shall be official once certified.
[edit] Section 21: Limitations on Resolutions
No resolution shall be passed by the Association that is not in furtherance of the aims and objectives of the Association as stated in Article II of the Articles of Incorporation. Likewise, no resolution shall be passed by the Association that is in contradiction to existing resolutions of the Wikimedia Foundation or the policies of its individual projects.
[edit] Section 22: Regulation of Technical Rights
(Removed)
[edit] ARTICLE V: Authority and Powers of Elected Officers
[edit] Section 23: Tenure
All elected officers shall have tenure of two (2) years in office from the date of inauguration, including the members of the Board of Trustees. Elected officers may serve an unlimited number of terms, excluding the Chairman and Vice-Chairman, who shall only serve a maximum of two (2) consecutive terms.
[edit] Section 24: Legal Representation
In the unavailability of any member of the Board of Trustees to represent the Association in any official matter or correspondence, and if no representative to take the place of any trustee has been named, the President shall represent the Association in such matter or correspondence.
[edit] Section 25: Internal Affairs
All internal affairs of the Association shall be handled by the President in cooperation with the Vice-President, Secretary and Treasurer. However, in the presence of a member of the Board of Trustees or of the Chairman or Vice-Chairman, the latter shall prevail.
[edit] Section 26: Approval of Documents and Resolutions
The right to approve and sign documents in the name of the Association shall be exclusive to the office of the Chairman. However, the signing of resolutions shall be exclusive to the offices of the Chairman, representing the Board of Trustees, and the President, representing the membership body.
Contracts performed between the Association and a third party shall likewise be subject to the approval of the membership body, represented by the President, and the Board of Trustees, represented by the Chairman.
[edit] Section 27: Presiding Officer at Meetings
The presiding officer of all meetings shall be the Chairman. If for any reason the Chairman cannot attend a scheduled meeting, the Vice-Chairman shall preside over the meeting, followed by any member of the Board of Trustees.
[edit] Section 28: Indemnification
All current and former elected officers, including members of the Board of Trustees, 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 elected officer, whether current nor former, in cases of liabilities arising from the following reasons:
- Abuse of office or personal commission of criminal or fraudulent acts within or outside the scope of their office
- Recklessness or dereliction of duties
- Commission of acts against the Association
[edit] ARTICLE VI: Finances
[edit] Section 29: Budget
The Board of Trustees shall pass an annual budget for the Association. Such budget shall be drafted by the Treasurer and subject to public scrutiny.
[edit] Section 30: Procurement
The budget of the Association shall be based on and obtained from the existing working capital of the Association.
[edit] Section 31: Sources of Capital
All working capital of the Association shall be derived from the following sources:
- Receipt of fees and dues from members of the Association
- Donations or grants from members, persons and corporate or organizational entities, whether residing or based in the Philippines or abroad
- 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
- 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
- Income derived from secondary activities of the Association, including the marketing of products manufactured or services performed by the Association
- Budget surpluses and other legal sources of income
[edit] Section 32: Operation without Budget
(Removed)
[edit] Section 33: Fees and Dues
The nature of fees and dues in the Association as defined in these Bylaws is inimical to the interest of the Association and shall be defined by a resolution of the Board of Trustees. However, the Association shall, in the best interests of its members, offer discounts and reprieves of fees and dues to students and indigent members of society. Such shall likewise be defined and regulated by a resolution of the Board of Trustees.
[edit] Section 34: Borrowing of Funds
The Board of Trustees shall exercise the sole right to borrow funds in the name of the Association, with the approval of the Chairman. However, such funds borrowed shall be done prudently and only if other means of obtaining funds from third parties, such as grants or donations, is impossible.
Approval of the membership body shall be mandatory for any funds borrowed by the Association in excess of fifty thousand pesos.
[edit] Section 35: 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 the behalf of the Association.
[edit] Section 36: Audits and Financial Records
All financial records of the Association shall be kept by the Treasurer and archived in the official records of the Association. Such financial records shall be subject to independent audits conducted annually by a certified public accountant with no affiliation to the Association, as well as by the Securities and Exchange Commission, whenever necessary.
[edit] ARTICLE VII: Sub-Chapters
[edit] Section 37: Power to Establish Sub-Chapters
The Board of Trustees shall be granted the sole authority to establish sub-chapters of the Association.
[edit] Section 38: Nature of Sub-Chapters
Sub-chapters of the Association shall be subordinate to the national Association. Such sub-chapters may be organized based on the following bases:
- Regions, provinces, cities and municipalities of the Philippines
- Filipino communities based outside the Philippines
- Linguistic groups and languages of the Philippines
- Educational institutions based in the Philippines
[edit] Section 39: Organization of Sub-Chapters
The establishment of a sub-chapter shall be based on a resolution of the Board of Trustees with the ratification of the membership body, as well as of the community or communities wherein such sub-chapter shall be based in or upon.
Practical organization of a sub-chapter, such as the establishment of an office and the procurement of funds, shall be the responsibility of the sub-chapter’s organizers and not of the national Association. The national Association may, however, extend financial and logistical assistance when necessary.
As a matter of discourse, sub-chapters shall be required to submit a copy of their bylaws for approval by the Board of Trustees and archival by the national Association.
[edit] ARTICLE VIII: Sanctions and Vacancies
[edit] Section 40: Suspension and Termination of Membership
The Association hereby adopts two sanctions that may be used against members of the Association: suspension and termination of membership.
Suspension on any basis shall be subdivided into two tiers: suspension of application and suspension of membership. Suspension of application shall only be applied to active applications for membership and only with good reason as stated by the Board of Trustees.
Suspension of membership shall only be applied to members of the Association. Such suspension may only be imposed on the following grounds:
- Non-adherence to the policies of the Association
- 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
Termination of membership shall be based on the following three reasons: death or dissolution, voluntary renunciation of membership and expulsion. Upon sufficient basis that a member of the Association has died, renounced his/her membership or, in the case of organizational members, dissolved, 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 Trustees. If approved, all rights and responsibilities shall be transferred to the designated successor of the member.
Termination of membership by expulsion shall be imposed only on the same grounds as that for suspension. However, the severity of said incidences shall be judged and the proper punishment imposed accordingly. Termination of membership by expulsion shall only be imposed with the concurrence of the Board of Trustees and the members of the Association.
Decisions of suspension and termination of membership are considered final and binding. However, such decisions may be appealed to the Board of Trustees at least one (1) week after promulgation of such decision.
[edit] Section 41: Impeachment
Any elected official may be impeached, subject to the consensus of the membership body of the Association. Impeachment may be called against any elected officer on the following grounds:
- Any act for which indemnity would not be extended to as defined in Section 28 of these Bylaws
- Any act which can merit suspension or termination of membership as defined in Section 37 of these Bylaws
- Absence from three consecutive meetings of the Association or from the Wikimania Philippines conference without notice to the Board of Trustees.
Impeachment hearings shall be opened against the officer in question at least one (1) week after a motion for impeachment has been raised. Pursuance of impeachment hearings shall be subject to a consensus vote. If impeachment hearings are pursued, the officer in question shall be notified of such.
All impeachment hearings shall be conducted in person and be presided by the Board of Trustees sitting en banc. However, if the officer in question is a member of the Board of Trustees, the Board of Trustees need not sit en banc. Impeachment hearings may be conducted online only if any member of the Board of Trustees or the officer being impeached cannot attend hearings conducted in person.
Any votes by the Board of Trustees for or against the impeachment of an elected official shall be subject to the confirmation of the membership body via a consensus vote.
[edit] Section 42: Vacancies
Vacancies in any of the elected positions of the Association may be created due to the following procedures:
- Resignation
- Impeachment
- Termination of membership by means of death or voluntary renunciation of membership
In such cases of vacancy, elections shall be held at least one (1) week after 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 at least one (1) week after the promulgation of election results.
[edit] ARTICLE VIII: Dissolution
[edit] Section 43: Nature of Dissolution
The Association may only be dissolved in the following situations:
- If the Association can no longer meaningfully pursue its aims and objectives, financially or otherwise
- If the dissolution of the Association is in the best interests of the community
[edit] Section 44: Requirements for Dissolution
The Association may be dissolved by a two-thirds vote of the entire membership body of the Association.
[edit] Section 45: 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 IX: Amendments or Revisions
[edit] Section 46: Process of Amendments or Revisions
Amendments or revisions to any resolution, the Bylaws or the Articles of Incorporation shall be incorporated only with the approval of the Board of Trustees and the ratification of membership body of the Association, subject to a consensus vote. Amendments or revisions may originate from either the Board of Trustees, the membership body of the Association or from the community in general.
[edit] Section 47: Availability
The text of any amendment or revision to any resolution, the Bylaws 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 X: Transitory Provisions
[edit] Section 48: Initial Officers
The initial incorporators of the Association shall serve in concurrent capacity as the first Board of Trustees, and shall likewise serve the prescribed tenure as defined in Section 23 of these By-laws. The Board of Trustees shall likewise appoint a Secretary and Treasurer who are qualified to hold the office pursuant to the provisions of these Bylaws.
Elections for all elected positions stated within these By-laws, excluding the Board of Trustees but including the positions of Chairman and Vice-Chairman, shall take place within two (2) weeks from the date of incorporation.
[edit] Section 49: Common Seal
The Association shall adopt a common seal that shall be subject to the approval of the Board of Trustees. The responsibility to its use and safekeeping shall be delegated to the Secretary. Such seal shall be used in the affixation of resolutions, proclamations or any other documents as approved by the Board of Trustees and, where necessary, the membership body of the Association or Filipino Wikimedia communities. Any documents wherein the seal of the Association is affixed to shall be signed by the Secretary.
[edit] Section 50: Synchronization of Elections
For the purposes of synchronization, elections for all elected positions, including the Board of Trustees but excluding the positions of Chairman and Vice-Chairman, shall be held two (2) years and two (2) weeks from the date of incorporation. Elections for the positions of Chairman and Vice-Chairman shall be held within two (2) weeks from the promulgation of election results for all other elected positions.
[edit] Section 51: Community Approval
These Bylaws shall be subject to the approval of the community as defined in Section 4 of these Bylaws. Such approval shall be undertaken by matter of consensus voting and shall constitute, if approved, as ratification of this document.
[edit] Section 52: Effectivity
These Bylaws shall be effective immediately upon incorporation.
