Situation:
In anticipation for entering into a partnership with IIRR-Yen Center, our Treasurer, Noreen Vergara (aka
Mango Mandarin) resigned from the Board. The Board in a meeting earlier this year elected as a member and new Treasurer, Thunder Job Paul Mendoza. However, Thunder has decided not to continue and has resigned from the Board. Tchr Lorna is now based in the US and only sits as a member of the Board until she is succeeded by a new member of the Board. Jocelyn M. Manzo on the other hand is lying low since her son went into surgery recently. This leaves me and Michael Templonuevo as active members of the board. We cannot function effectively with this.
In anticipation for entering into a partnership with IIRR-Yen Center, our Treasurer, Noreen Vergara (aka
Mango Mandarin) resigned from the Board. The Board in a meeting earlier this year elected as a member and new Treasurer, Thunder Job Paul Mendoza. However, Thunder has decided not to continue and has resigned from the Board. Tchr Lorna is now based in the US and only sits as a member of the Board until she is succeeded by a new member of the Board. Jocelyn M. Manzo on the other hand is lying low since her son went into surgery recently. This leaves me and Michael Templonuevo as active members of the board. We cannot function effectively with this.
Proposal:
Earlier we adopted a membership development policy that requires that applicants become probationary members first and need to undergo 2 training offered every April and October before they become full members with voting rights. Exempted to this are the 5 founding members (incorporators and founding board of trustees). We made exception to this rule when we invited and elected Thunder to the Board. This means, we cannot just call a General Assembly or members meeting and elect new BoT members to fill in the current void. We have to first again make exception and pass a resolution excepting more probationary member to become full members with full voting rights.
I therefor recommend the following actions:
1. For Jocelyn to confirm if she will remain to be in an inactive status and until when so she can continue to retain her membership in the Board. Otherwise, she should resign and we declare vacancy.
2. For Thunder and Noreen to formalize their resignation from the Board and as officers by at least sending a message here in the FB group of the Board.
3. For Mike and myself to confirm also by posting in this FB group our intent to continue on as member of the board and as officers (Secretary and President, respectively)
4. Before anyone makes any declarations of change beyond the current status quo, that we first passed a RESOLUTION excepting at least 3 probationary members (I recommend Ma'am Rachel Baldonado, Ann Lazaro of NCR chapter and Cyrus Ogorida of Trece Martires) DEADLINE: This week until 27 May. Just post a comment here that you are in favor of this resolution.
5. We call a General Assembly of ALL members (Probationary and Full members - including those whom we will exempt.) on June 11-12 (weekend) -- . In this meeting, the full members will elect from among themselves new set of officers. Effectively, they would have to elect 5 of 9 full members as member of the Board. The 9 are myself, Mike, Noreen, Jocelyn, Thunder, Lorna, Cyrus, Rachel, and Ann. Lorna remains a member (unless she resigns as a member) and she can assign her vote and participation in this GA through a proxy from among any of the 5 who will be present.
Then afterwards, from among the 5 who will be elected to the new Board, they will elect from among themselves the position of President, Secretary, Treasurer and 2 members at large.
The GA can also be design to include the required training (part 1 or 2) for all probationary members and also discuss and adopt our updated 5-year strategic plan after assessing our first 2 years. I will also make a Presidents report and I will work with Noreen to prepare a financial report covering 2014-2016 May which once accepted by the GA will be publish as our first 2year Annual report. I can provide a draft program soon for your comments and approval
A Board meeting will be convene on June 12 (Sunday) right after the GA is concluded to adopt a resolution changing signatories of our bank account, transfer working documents, and orientation on the work and responsibilities and SOPs for new board members; among others
Noreen has also proposed that we adopt (I suggest this week also) a simple criteria to guide the GA on how to choose candidates to be elected in the Board of Trustees (e.g. guide criteria for Treasurer; for example, will probably recommend that he/she knows basic bookeeping)
6. After the GA, we will submit an updated GIS (General Information Sheet) and financial report as required by SEC and settle any penalties for all late submission of reports. This updated GIS will then be notarized, a copy of which will be submitted to our bank account together with updated signature card and the approved resolution of changing signatories
7. The new Board will then be convened to another meeting to discussed more details of operations coming from the approved 5 year updated strategic plan.
Earlier we adopted a membership development policy that requires that applicants become probationary members first and need to undergo 2 training offered every April and October before they become full members with voting rights. Exempted to this are the 5 founding members (incorporators and founding board of trustees). We made exception to this rule when we invited and elected Thunder to the Board. This means, we cannot just call a General Assembly or members meeting and elect new BoT members to fill in the current void. We have to first again make exception and pass a resolution excepting more probationary member to become full members with full voting rights.
I therefor recommend the following actions:
1. For Jocelyn to confirm if she will remain to be in an inactive status and until when so she can continue to retain her membership in the Board. Otherwise, she should resign and we declare vacancy.
2. For Thunder and Noreen to formalize their resignation from the Board and as officers by at least sending a message here in the FB group of the Board.
3. For Mike and myself to confirm also by posting in this FB group our intent to continue on as member of the board and as officers (Secretary and President, respectively)
4. Before anyone makes any declarations of change beyond the current status quo, that we first passed a RESOLUTION excepting at least 3 probationary members (I recommend Ma'am Rachel Baldonado, Ann Lazaro of NCR chapter and Cyrus Ogorida of Trece Martires) DEADLINE: This week until 27 May. Just post a comment here that you are in favor of this resolution.
5. We call a General Assembly of ALL members (Probationary and Full members - including those whom we will exempt.) on June 11-12 (weekend) -- . In this meeting, the full members will elect from among themselves new set of officers. Effectively, they would have to elect 5 of 9 full members as member of the Board. The 9 are myself, Mike, Noreen, Jocelyn, Thunder, Lorna, Cyrus, Rachel, and Ann. Lorna remains a member (unless she resigns as a member) and she can assign her vote and participation in this GA through a proxy from among any of the 5 who will be present.
Then afterwards, from among the 5 who will be elected to the new Board, they will elect from among themselves the position of President, Secretary, Treasurer and 2 members at large.
The GA can also be design to include the required training (part 1 or 2) for all probationary members and also discuss and adopt our updated 5-year strategic plan after assessing our first 2 years. I will also make a Presidents report and I will work with Noreen to prepare a financial report covering 2014-2016 May which once accepted by the GA will be publish as our first 2year Annual report. I can provide a draft program soon for your comments and approval
A Board meeting will be convene on June 12 (Sunday) right after the GA is concluded to adopt a resolution changing signatories of our bank account, transfer working documents, and orientation on the work and responsibilities and SOPs for new board members; among others
Noreen has also proposed that we adopt (I suggest this week also) a simple criteria to guide the GA on how to choose candidates to be elected in the Board of Trustees (e.g. guide criteria for Treasurer; for example, will probably recommend that he/she knows basic bookeeping)
6. After the GA, we will submit an updated GIS (General Information Sheet) and financial report as required by SEC and settle any penalties for all late submission of reports. This updated GIS will then be notarized, a copy of which will be submitted to our bank account together with updated signature card and the approved resolution of changing signatories
7. The new Board will then be convened to another meeting to discussed more details of operations coming from the approved 5 year updated strategic plan.