PhilWiki Community/Constitution and By-Laws

THE CONSTITUTION OF THE PHILIPPINE WIKIMEDIA COMMUNITY

The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a non-stock corporation under the laws of the Republic of the Philippines.

ARTICLE I. Name

The name of the corporation shall be PHILIPPINE WIKIMEDIA COMMUNITY (PHILWIKI COMMUNITY) INC.

ARTICLE II. Purposes

The purposes for which this corporation is incorporated are:

• To initiate, support, promote, and participate in projects of the Wikimedia Foundation, Inc.

• To create, organize, develop, and engage in activities that promote free, responsibly open-content resources and reference materials in English, and Philippine languages, where there are existing communities.

• To collaborate, cooperate, network, and associate with other Chapters and User Groups of Wikimedians as well as with institutions, organizations and individuals to promote the free culture movement.

Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts.

ARTICLE III. Principal Office

The principal office of the corporation is located in: 154 ABELLA STREET, NAGA CITY, PHILIPPINES

ARTICLE IV. Term of Existence

The term for which said corporation is to exist is FIFTY (50) years from and after the date of issuance of the certificate of incorporation.

ARTICLE V. Incorporators

The names, nationalities and residences of the incorporators are as follows:

Name, Nationalities and Residences of the Incorporators

Name	Nationality	Residence
Irvin P. Sto. Tomas	Filipino	221 Dinaga, Canaman, Camarines Sur
Ramon O. Olaño Jr.	Filipino	154 Abella St., Naga City
Maffeth C. Opiana	Filipino	1160 Zone 1B San Antonio, Cararayan, Naga City
Froy P. Beraña	Filipino	Zone 2 San Ramon, Iriga City, Camarines Sur
Marvin R. Molin	Filipino	Calabanga, Camarines Sur

ARTICLE VI. Number and Names, Nationalities and Residences of Trustees

The number of trustees of the corporation shall be SEVEN (7); and the names, nationalities and residences of the first trustees of the corporation are as follows:

Name, Nationalities and Residences of Trustees

Name	Nationality	Residence
Irvin P. Sto. Tomas	Filipino	221 Dinaga, Canaman, Camarines Sur
Ramon O. Olaño Jr.	Filipino	154 Abella St., Naga City
Maffeth C. Opiana	Filipino	1160 Zone 1B San Antonio, Cararayan, Naga City
Froy P. Beraña	Filipino	Zone 2 San Ramon, Iriga City, Camarines Sur
Marvin R. Molin	Filipino	Calabanga, Camarines Sur

ARTICLE VII. Total Contribution

The total contribution of the corporations is THREE THOUSAND FIVE HUNDRED PESOS (₱3,500.00).

ARTICLE VIII. Treasurer of the Corporation

That IRVIN STO. TOMAS has been elected by the members as Treasurer of the corporation to act as such until his successor is duly elected and qualified in accordance with the by-laws, and that as such Treasurer, he has been authorized to receive for and in the name and for the benefit of the corporation, all contributions or donations paid or given by the members.

ARTICLE IX. Non-Distributability of Income

That no part of its income is distributable as dividends to its members, trustees or officers subject to the provisions of the Corporation Code of the Philippines on dissolution. Provided, That any profit obtained by the association as an incident to its operation shall, whenever necessary or proper shall be used for the furtherance of the purposes enumerated in Article II, subject to the provision of Title XI of the Corporation Code of the Philippines.

ARTICLE X. Change of the Name of the Corporation

That the incorporators and trustees undertake to change the name of the corporation as herein provided, or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership or person has acquired a prior right to the use of that name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name or contrary to public morals, good custom or public policy.

BY–LAWS OF PHILIPPINE WIKIMEDIA COMMUNITY (PHILWIKI COMMUNITY), INC.

ARTICLE I. The Time, Place and Manner of Calling and Conducting Regular or Special Meetings of the Trustees

• Regular meetings of the board of trustees of the corporation shall be held monthly, unless the by-laws provide otherwise.

• Special meetings of the board of trustees may be held at any time upon the call of the president or as provided in the by-laws.

• Meetings of trustees may be held anywhere in or outside of the Philippines, unless the by-laws provide otherwise. Notice of regular or special meetings stating the date, time and place of the meeting must be sent to every trustee or trustee at least one (1) day prior to the scheduled meeting, unless otherwise provided by the by-laws. A trustee may waive this requirement, either expressly or impliedly.

ARTICLE II. The Time and Manner of Calling and Conducting Regular or Special Meetings of the Members

• Regular or annual meetings of members shall be held annually EVERY 3RD WEEK OF MARCH .

• Written notice of regular meetings shall be sent to all members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws.

• Special meetings of members shall be held at any time deemed necessary or as provided in the by-laws.

• Written notice of special meetings shall be sent to all members at least one week prior to the meeting, unless a different period is required by the by-laws.

• Members’ meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation. Metro Manila shall, for the purpose of this provision, be considered city or municipality.

ARTICLE III. The Required Quorum in Meetings of Members

The required quorum in meetings of members shall be FIFTY PERCENT PLUS ONE of all the members representing a majority of the entire membership.

ARTICLE IV. The Form for Proxies of Members and the Manner of Voting Them

Members may vote in person or by proxy in all meetings of members. Proxies shall be in writing, signed by the member and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time.

ARTICLE V. The Qualifications, Duties, Term and Compensation of Trustees

• No person 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 election shall qualify as a trustee. No person shall be elected as trustee unless he is a member of the corporation. A majority of the trustees must be residents of the Philippines.

• The corporate powers of the corporation shall be exercised, all business conducted and all property of the corporation be controlled and held by the board of trustees to be elected from among the members, who shall hold offices for three (3) years and until their successors are elected and qualified.

• The trustees shall not receive any compensation, as such trustees, except for reasonable per diems. Any compensation may be granted to trustees by the vote of the members representing at least a majority of the membership at a regular or special members’ meeting. In no case shall the total yearly compensation of trustees, as such trustees, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year.

ARTICLE VI. The Manner of Election or Appointment, Qualification and the Term of Office of all Officers other than Trustees

Immediately after their election, the trustees of a corporation must formally organize by the election of a PRESIDENT, who shall be a trustee, a TREASURER who may or may not be a trustee, a SECRETARY who shall be a resident and citizen of the Philippines and such other officers as may be provided in the by-laws. Two (2) or more positions may be held concurrently by the same officer; however, no one shall act as PRESIDENT and SECRETARY or as PRESIDENT and TREASURER at the same time. The officers of the corporation shall hold offices for Three (3) years and until the successors are elected and qualified. The officers of the corporation shall perform functions as required by existing laws, rules and regulations.

ARTICLE VII. Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.

ARTICLE VIII. Seal

The corporate seal shall be determined by the Board of Trustees.

ARTICLE IX. Miscellaneous Provisions

Matters not covered by the provisions of these by-laws shall be governed by the provisions of the Corporation Code of the Philippines.