Talk:PhilWiki Community/Articles of Incorporation and By-Laws

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Amendments[edit]

@Ralffralff and the PhilWiki Community. It is high time to incorporate in the By-laws the changes we have adopted and other suggestions made by the members. Among the changes which can be incorporated here are mission and vision, chapters and affiliates, membership policy, among others. --Filipinayzd (talk) 01:37, 29 March 2021 (UTC)

Hello! I reviewed the changes for the By-laws, and since everyone in the user group agree with the proposed changes, I think we can proceed by putting it in our website. Thank you! Ralffralff (talk) 11:52, 1 April 2021 (UTC)

By-Laws[edit]

I. MISSION STATEMENT AND DECLARATION OF GENERAL POLICY.

a) The mission of the corporation is to initiate, promote, participate, create, organize, develop and engage in projects, programs, and activities that promote free, responsibly open-content resources and reference materials, in English and in different Philippine languages through cost-effective, creative, and innovative projects and partnerships with local government units, government agencies, academia, non-governmental organizations, and the private sector.
b). The corporation serves as a support organization of Wikimedia Foundation, Inc. in the Philippines and shall be independent in its affairs.

II. MEMBERSHIP.

a) Admission and Qualifications. The regular members of the corporation shall consist of the incorporators named in the Articles of Incorporation and as such members as may be admitted by an affirmative vote of the majority of the members of the Board of Trustees of the Corporation. To be admitted for membership to the corporation, an applicant-member must have a commitment to the objectives and aims of the corporation, and genuine interest and active involvement in its affairs.
b) Regular Member and Duties. A regular member is any person who has fulfilled the requirements for membership who neither has voluntarily withdrawn from membership nor has been expelled or suspended from membership, and has remained current on dues which cover a 12-month period. He or she affirms the member’s commitment to the objectives of the corporation, and to its by-laws and policies. Members shall work collaboratively to strengthen the corporation and shall not engage in any activities that put the association in financial or structural jeopardy, nor engage in any activities that will bring discredit to the corporation.
c) Rights and Privileges. All regular members shall have the right to call for, attend, and participate in all meetings, online and offline activities, and in committee memberships. They are eligible to avail of facilities and services provided by the corporation, to apply for grants and fellowships, and to vote and be elected or appointed to executive board positions. New members are eligible to vote immediately after applying for membership and payment of dues.
d) Termination of Membership. A member who fails to attend three (3) successive annual general meetings of members, or to settle his/her membership fee within three (3) years after approval and annual dues in the last three (3) years, is considered an inactive member, who needs to apply for renewal of membership.
d) Suspension of Membership. Any member, after due process as defined by existing laws, by the affirmative vote of at least two-thirds (2/3) of the members of the Board of Trustees, at a meeting called for the purpose and held after due notice.
e) Loss of Membership. A member may lose membership in the corporation by any of the following reasons: death, resignation, incapacity to act, or expulsion upon two-thirds (2/3) vote of the members of the Board of Trustees of the Corporation.

III. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE TRUSTEES.

a) Regular meetings of the board of trustees of the corporation shall be held monthly.
b) Special meetings of the board of trustees may be held at any time upon the call of the president.
c) 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 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.

IV. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE MEMBERS.

a) Regular or annual meetings of members shall be held annually on the 3rd Saturday of March.
b) 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.
c) Special meetings of members shall be held at any time deemed necessary or as provided in the by-laws.
d) 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.
e) 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.

V. THE REQUIRED QUORUM IN MEETINGS OF MEMBERS

a) The required quorum in meetings of members shall consist of the member/s representing a majority of the entire membership.

VI. THE FORM FOR PROXIES OF MEMBERS AND THE MANNER OF VOTING THEM

a) 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.

VII. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF TRUSTEES

a) 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 a trustee unless he is a member of the corporation. A majority of the trustees must be residents of the Philippines.
b) 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 office for one (1) year and until their successors are elected and qualified.
c) 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.

VIII. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN TRUSTEES

a) 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 office for one (1) year and until the successors are elected and qualified. The officers of the corporation shall perform functions as required by existing laws, rules and regulations.

IX. FISCAL YEAR

a) The fiscal year of the corporation shall begin on and shall end of each January 1 December 31 year.

X. SEAL

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

XI. MISCELLANEOUS PROVISIONS:

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