Wikimedia Philippines/By-laws/Review summary

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By Laws Section Issue Agreement/Discourse Remarks
1 ARTICLE I: General Provisions
1.1 Section 1: Declaration of Validity of Provisions of Articles of Incorporation (1) Needs to be re-written per Sky Harbor. (2) JinJian suggested deleting section 1 because the Articles of Incorporation already states that there is a corporation. Therefore, section 1 is useless. If people will agree to remove this section, Sky Harbor will delete it. No action yet. It would either be rewritten or removed.
1.2 Section 2: Official Language (1) Tagalog should be the official language per Felipe Aira and Scorpion Prinz. (2) Filipinayzd suggested to paraphrase section 2 into: "Announcements may be translated to Philippine languages however, the English version shall prevail if there is any conflict in the translation". Sky Harbor stated "English is the official language of the Association (remember, we have foreigners among the ranks of members) but all documents and correspondence will be translated into all Philippine languages where there is an existing Wikipedia." No reactions or objections so far regarding English as official language. No action has been taken about Filipinayz suggestion.
1.3 Section 3: Fiscal Year
2 ARTICLE II: Membership
2.1 Section 4: Scope Filipinayz suggested to paraphrase Sec. 4 into: "The Association shall be composed of users, based in the Philippines and/or of Filipino descent, of any Wikimedia project. Other users who manifest interest in forwarding the aims of the Association by contributing to Philippine-related articles on any Wikimedia project shall also be included in the scope of membership of this Association." Sky Harbor and Seav disagreed with Filipinayz, saying that "being a Wikimedia contributor should never be a prerequisite for joining Wikimedia Philippines." Filipinayz later suggested rewriting the section to include Filipinos and other users of Wikimedia projects, which comprise foreigners or anonymous users. No action so far on Filipinayz suggestion.
2.2 Section 5: Tiers
2.3 Section 6: Full Membership Community consensus needs to be clarified per JinJian. Clarifications on the powers of members per Sky Harbor. Voting process is being considered versus consensus building as pointed out by Seav. There are suggestions for simple majority and supermajority for the voting process. Still under discussions
2.4 Section 7: Associate Membership Same issue as Section 6 (see section 6)
2.5 Section 8: Honorary Membership Clarifications on the powers of members per Sky Harbor. No clarifications yet
2.6 Section 8: Organizational Membership (1) Clarifications on the powers of members per Sky Harbor. (2) JinJian proposed to remove this section because these organizations can be sub-chapters. (1) No clarifications yet (2) Sky Harbor disagreed with JinJian, saying that there are chapters that have organizational membership options without risking abuse. JinJian countered that there is no assurance if there will be any abuse. JinJian also added that those orgs can be sponsors or partners. Sky Harbor answered that European chapters take precedence. Those chapters offer membership to legal entities and banning corporate participation is counterproductive. No objections or recations on Sky Harbor's arguments
2.7 Section 9: Observers Same issue as Section 8 (see section 8)
2.8 Section 10: Membership Process
2.9 Section 11: Positions JinJian suggested defining powers and responsibilities of executive officers. Filipinayz suggested including an Auditor and a PIO officer. Sky Harbor said that this section is a work in progress and needs to be re-written. No action taken yet.
3 ARTICLE III: Meetings
3.1 Section 12: Nature of Meetings Seav asked if annual convention is a legal requirement and should members be required in person on annual conventions? Also, there should be a name for the annual convention.Needs to be re-written per Sky Harbor Sky Harbor answered that the annual convention is a legal requirement and members should attend it in person. In JinJian noted that members can send representative in their absence as stated in the Corporation Code of the Philippines. Although, there were many issues raised like (1) place of meetings; (2) Wikimania-like gatherings; (3) capacity of members and trustees to participate on gatherings/meetings (4) meetings for board members; (5) difference between regular meetings and annual conventions; (6) and validity of virtual meetings. More clarifications needed for this section and a legal advice from a lawyer would be good.
3.2 Section 13: Quorum Same issue as Section 6 (see Section 6)
3.3 Section 14: Community Consensus Same issue as Section 6 (see Section 6)
3.4 Section 15: Transcripts and Minutes
4 ARTICLE IV: Board of Trustees
4.1 Section 16: Trusteeship Requirements and Procedures Main issues for this section are the composition of the board and number of trustees. Sky Harbor pointed out that there are 5 to 7 trustees in a Wikimedia Chapter. Jojit suggested to fix it to 5 while Seav stated 7. Jinjian proposed a board structure including seniority, powers, and manner of election.Seav opined that there is no mention of a Board of Trustees structure in the Articles of Incorporation. Seav further suggested to have the interim section of By-laws to adjust for the real structure. JinJian reacted that those revisions can be done but brought up the ChapCom requirements of submitting of the By-laws first to them before submitting the Articles of Incorporation to SEC. Still under discussions and it needs to be re-written.
4.2 Section 17: Powers and Responsibilities of the Board of Trustees Same issues as Section 16 plus a suggestion by JinJian to make the president to have a clear responsibility to represent the organization for “official matters” instead of the board. (see Section 16)Some provision will be removed per Sky Harbor No reactions or comments regarding the responsibility of the president on “official matters”.
4.3 Section 18: Positions Same issues as Section 16 (see Section 16)
4.4 Section 19: Accountability
4.5 Section 20: Resolutions Same issue as Section 6 plus a comment by Seav regarding chapters making policies that affects the operations of Wikimedia projects.As per guidelines for future chapters, “the Wikimedia project are not the chapter’s playground”. (see Section 6 regarding community consensus)Seav suggested that mentioning of Wikimedia projects in Section 20 should be removed.Sky Harbor didn’t removed it yet because a there is a bullet that states "...Bounds on which the Board can issue resolutions". Whatever is decided will replace said text. No decision yet
4.6 Section 21: Limitations on Resolutions
4.7 Section 22: Regulation of Technical Rights Remove per old discussion Removed by Sky Harbor
5 ARTICLE V: Authority and Powers of Elected Officers
5.1 Section 23: Tenure
5.2 Section 24: Legal Representation JinJian suggested that the president should have a clear responsibility to represent the organization for “official matters” instead of the board. No resolution No reactions or comments regarding the responsibility of the president on “official matters”.
5.3 Section 25: Internal Affairs Same issue as Section 24 (see section 24)
5.4 Section 26: Approval of Documents and Resolutions
5.5 Section 27: Presiding Officer at Meetings
5.6 Section 28: Indemnification
6 ARTICLE VI: Finances
6.1 Section 29: Budget
6.2 Section 30: Procurement
6.3 Section 31: Sources of Capital
6.4 Section 32: Operation without Budget Remove per old discussion Removed by Sky Harbor
6.5 Section 33: Fees and Dues
6.6 Section 34: Borrowing of Funds Needs to be re-written per Sky Harbor Waiting for action
6.7 Section 35: Remunerations
6.8 Section 36: Audits and Financial Records Remove the phrase: “with no affiliation to the Association, as well as by the Securities and Exchange Commission, whenever necessary.”JinJian noted that independent audit is equal to no affiliation and powers and responsibilities of SEC has already granted by the law thus no need to remind the SEC or the general membership about it. Sky Harbor pointed out that the SEC knows but the membership body does not.Therefore, members should be told.JinJian agreed but the following statement should be included: "The association shall submit the required financial and non-financial reports to SEC annually." No reactions or objections yet regarding the additional statement
7 ARTICLE VII: Sub-Chapters
7.1 Section 37: Power to Establish Sub-Chapters
7.2 Section 38: Nature of Sub-Chapters JinJian suggested exploring school-based sub-chapters.Scorpion Prinz remarked that sub-chapters deferment until Wikimedia Philippines is fully functioning. JinJian stated that it is not a legal requirement to incorporate sub-chapters.The board may issue rules regarding this.Seav suggested to add another item for educational-institution-based chapters,Sky Harbor later added it to the By-laws. So far, nobody opposed to the additional item
7.3 Section 39: Organization of Sub-Chapters
8 ARTICLE VIII: Sanctions and Vacancies
8.1 Section 40: Suspension and Termination of Membership
8.2 Section 41: Impeachment
8.3 Section 42: Vacancies
9 ARTICLE VIII: Dissolution
9.1 Section 43: Nature of Dissolution
9.2 Section 44: Requirements for Dissolution Sky Harbor changed the text of this section. Filipinayzd suggested shortening the section to: "The Association will never be dissolved." Sky Harbor opined that the wording would be impossible and it would contradict the Corporation Code. No reactions or comments so far.
9.3 Section 45: Liquidation
10 ARTICLE IX: Amendments or Revisions
10.1 Section 46: Process of Amendments or Revisions Same issue as section 6 (see Section 6)
10.2 Section 47: Availability
11 ARTICLE X: Transitory Provisions
11.1 Section 48: Initial Officers
11.2 Section 49: Common Seal
11.3 Section 50: Synchronization of Elections
11.4 Section 51: Community Approval
11.5 Section 52: Effectivity