Talk:Wikimedia Philippines/By-laws/Amendments

Feedback

Some feedback by Bence:

• the required majority for changing the bylaws perhaps would be better with 2/3 of people present instead of all the members (Article IX), and
• the new section on the application of outside regulations might be both unnecessary (as binding regulations would apply either way) and can lead to surprises (there can be any number of regulations they haven't thought about and have to be aware of, which makes the interpretation of the bylaws difficult).

Review ARTICLE V

I've head ARTICLE V and I believe that the provisions are not in accordance with the provisions of the Corporation Code. I believe that SEC would not approve it even if we approve it in our General Assembly. Remember the following basic principles in accordance with the Corporation Code:

• The Board of Trustees generally functions as a legislative body of the Corporation. As a legislative body, it would certainly create committees that would oversee all projects/programs of the Corporation. The Chairman of each Committee will be the one who will present matters of legislation and after which the Chairman of the Board will the direct the President to implement the same.
• The executive body are those Officers of the Corporation (i.e. President, Vice President, Secretary, Treasurer and Auditor) who are elected from among the Board of Trustees. Therefore, The Chairman can be elected as the President and appointed as Chief Executive Officer; the Vice Chairman can be elected as the Vice President and appointed as Assistant Chief Executive Officer; the Secretary to be appointed as the Chief Records Officer, the treasurer to be appointed as Chief Financial Officer, etc.
• Thus, the Board of Trustees functions only when there are matters that needs legislation while the Executive will be the workhorse of the Corporation to oversee both administrative and operational functions. It is the executive department of the corporation that would take action to the resolutions passed by the Board of Trustees.
• In terms of compensation, the Board of Trustees is entitled to receive per diem according to the number of times they perform legislative functions as provided for by law; while the Officers are entitled to receive salaries. This is true both in profit and non-profit corporations. This is as far as I know.

I would encourage you to please verify or consult legal experts on this matter. Geopoet (talk) 04:23, 17 May 2012 (UTC)

• It's the Wikimedia foundation, not a corporation, so therefore I believe we follow different rules.--Jasper Deng (talk) 04:26, 17 May 2012 (UTC)

Excuse me? Foundation is classified as non-profit Corporation. So, categorically, Foundation is still a corporation. Since we are registered with the SEC, therefore, we are covered by the Corporation Code of the Philippines. That is why there is that attached suffix "Inc." You will also notice that there is that consistent mention of the word "Corporation". Please check.Geopoet (talk) 04:29, 17 May 2012 (UTC)