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LLG 2003 Annual Meeting Announcement

ANNUAL MEETING ANNOUNCMENT

The annual meeting of the Logical Language Group, Inc. will take place
in cyberspace on Sunday June 15, 2003 at 6PM EDT. This message
constitutes official notice of that meeting.

The meeting will be conducted using the lojban-members email list, to
which it is believed that all members but one are subscribed, and using
the IRC facility at irc.lojban.org. EXCEPT IN THE EVENTUALITY NOTED
BELOW, THE MEETING WILL NOT TAKE PLACE AT LOGFEST.

Reports to the membership and final votes on motions will use email.
Live interaction will use IRC, and amendments and procedural votes will
also take place on IRC, unless there is call for a full vote on some issue.

Non-members may participate in the IRC portion of the meeting, and may
subscribe to a mailing list (to be announced) in order to get copies of
all traffic posted on the members list during the meeting.

If not all business has been concluded by 10PM EDT, the meeting will be
continued to one or more additional sessions as decided during the
meeting. If all business has not been concluded before July 15, 2003,
then the meeting will be continued on Saturday, July 26, 2003 at 2PM
EDT, to be conducted in person at LogFest. (LogFest will take place
from July 25-27 at an undetermined hotel near Fairfax VA. People are
still welcome to stay at lojbab's house, or can rent a hotel room.)

BILINGUAL MEETING

By vote of the membership at last years meeting, as recorded in the
minutes, which you should receive attached to this notice, starting with
this next meeting,
all official meetings of LLG
members and board are officially bi-lingual (may speak in either English or
lojban) with translation by request of any member, and that it will be an old
business item each year to discuss further conversion to preference for lojban
during business matters.

At least one member has requested that any Lojban statements during the
upcoming meeting be translated to English.

Any member who wants advance reports and motions (see below) translated
into Lojban needs to contact lojban@lojban.org ASAP and definitely
before June 7, 2003, so that we can be sure to have things translated.
Translation into Lojban during the IRC portion of the meeting is
discussed below.

ONLINE MEETING PROCEDURES

 
Here is how the meeting will be conducted:

1. All committee and official projects of LLG are expected to submit a
report to the meeting discussing their activities during the last year.
Committee chairs and project leaders shall submit this report to
lojban@lojban.org prior to June 7, 2003. A complete list of committees
and projects and their leaders will be found in the agenda. A project
that does not submit a report may have its official status terminated.

The President or Secretary will assemble reports in agenda order, and
will post them to the LLG-members mailing list prior to June 14, 2003,
thereby giving members a chance to read these reports in advance of the
meeting.

The 7 day lead time is to allow for translation of any Lojban to
English, and if requested, from English into Lojban. By posting all
reports in advance, considerable meeting time required for these reports
will be eliminated.

2. The meeting will be called to order on channel #LLG on
irc.lojban.org. Those who have no access to IRC can use the web-based
interface at http://www.lojban.org/irc/ which will default connect you
to channel #lojban. People will be monitoring that channel to help
anyone who does not know how to join a different channel.

3. Any Lojban spoken on channel #LLG will be translated to English by a
designated translator or translators. If a member wishes to have some
or all of the meeting discussion translated into Lojban, they may
request it as a "point of privilege". The backchannel #penmyfanva will
be reserved for Lojban speaking members and translators who need to
discuss translations. Xod, as chair of the meeting translation
committee, will be in charge of that channel.

4. Bylaw amendment motions are included in this meeting announcement,
and will be translated to Lojban if any member so requests.

5. Any non-bylaw motions pertaining to the agenda as published in this
notice should be submitted in advance of the meeting by June 7, 2003, if
possible, to allow for translation. Amendments and procedural motions
may be introduced on IRC during the meeting per standard parliamentary
procedure. Any new agenda items and other motions will be scheduled for
a later session.

6. A member or non-member wishing to be recognized to speak during the
meeting will so indicate by saying simply "ju'i", or if seeking to
interrupt for a priority statement (point of information, point of
privilege, point of order) shall so indicate by saying "ta'a". The
chair will recognize those requesting to speak in accordance with
parliamentary procedure, as defined in Sturgis.

7. When a motion is introduced, the chair will call for a second, and
any member can second without being explicitly recognized. During
discussion, members and non-members must await recognition by the chair
before speaking.

8. The chair intends to conduct voting as much as possible by asking if
there is objection. Only if there is objection on a motion will votes
be counted. Amendments will be voted on in the IRC channel. Final
votes on motions may take place on IRC only if there is a quorum and
there is no objection. Otherwise, the motion will be posted to the
members mailing list for voting. Once posted, members will have 48
hours to vote (including abstention) or will be presumed to be absent.
Normal motions require a quorum and a majority of those voting. Bylaw
amendments require a majority of all LLG members in order to be
approved.

9. At the appropriate time, non-members elected to membership will be
added immediately to the members list so that they can vote on any
issues thereafter.

10. During the meeting sessions, the email list should be used only for
procedural matters, not for discussion. By doing votes by email, we
maximize the ability of people to vote directly without use of proxies.
(maximizing direct participation being the primary reason for moving the
meeting online), and by prepublishing reports on the mailing list, we
shorten the meeting and allow people to read over and consider whether
action is needed on any report (the reports will probably also be more
cogent than the ones usually given at meetings).

If there are any questions about these procedures, please post to the
members list in advance of the meeting.

 
PROXIES

Because proxies have come up as an issue of controversy, I am asking
members to consider carefully their proxies. In particular, while it is
not required, I am encouraging members who may not be present for some
or all of the meeting to give specific instructions in their proxy.
These instructions can be as simple as "abstain on all issues" or "vote
the way you think I would vote", but your responsibility as members
suggests that insofar as possible, you should offer some guidance
specific to any issues in which you are interested.

To aid this, I have created a proxy form with the major agenda items in
which you can state opinions or vote guidance on the various issues.

It is acceptable to prepare a proxy even if you expect to be at the
meeting, unless you are sure that you will be there for the entire
meeting. Proxies can be assigned and withdrawn if you have to come and
go, and your presence at the meeting or your direct vote on an issue
either at the meeting or via the mailing list will supersede any vote
based on your proxy instructions.

Because some have presumed that a large number of proxies wielded by an
individual represents a potential for abuse of power, you may wish to
consider assigning a proxy to someone other than one of the LLG leaders,
who have often tended to hold multiple proxies.

Bob LeChevalier
President, The Logical Language Group, Inc.

AGENDA
2003 Annual Meeting of the Logical Language Group, Inc.
June 15, 2003 6PM
irc.lojban.org, channel #LLG

The President will turn the chair over to the Vice President for conduct
of the meeting after calling the meeting to order.

(1) roll call;

(2) proof of notice of meeting or waiver of notice;

(3) reading of Minutes of preceding meeting;

Minutes are presubmitted as an attachment to this notice

(4) reports of Officers;

The President will report on behalf of himself and the outgoing
Secretary/Treasurer. The report will be posted to the members list in
advance of the meeting.

(5) reports of committees;

All committee chairs and (quasi-)official projects are asked to prepare
a report, which will be posted to the members list in advance of the
meeting.

Committees:

baupla fuzykamni - Nick Nicholas
The Level 0 Package - John Cowan
New Book Keeping Procedures - Bob LeChevalier
Print On Demand - Robin Powell
Level -1 - Robin Powell
lojban.org Maintenance - Robin Powell
Parliamentary Rules - xod
Streamlining Meeting Procedures - John Cowan
WorldCon - Keith Lynch
Meeting Notice - John Cowan
Ju'i Lobypli Editorial - Jay Kominek
Lojban Announcement/le lojbo karni Editorial - Jay Kominek
Grant Proposal - Dave Barton
Secretarial Transition - Bob LeChevalier

 
Projects (most of these have not been submitted for official project
status, but have quasi-official status in being recognized on the
Website. Official ones have either been recognized by the Board or by
the membership in prior years. Members will be asked to review each
submitted project report and vote on their continued recognition as an
official project):

Official Projects

Lojban Website Translation Project official - Jordan DeLong?
Chrestomathy official - Gregory Dyke
Lojban Archives Project official - Bob LeChevalier
Dictionary (formerly official; subsumed by BPFK, termination report) - Bob LeChevalier
Lojban Parser official - John Cowan
Draft Textbook official - Bob LeChevalier and John Cowan
Lojban for Beginners official - Nick Nicholas and Robin Turner
Lojban Use in the European Patent System official - Hartmut Pilch
Lojban and Logic book and webpage official - John Clifford
Lojban List official - John Cowan, Bob LeChevalier and Robin Powell
ckafybarja official - Nick Nicholas, Veijo Vilva and others.
Alice in Wonderland translation official - Jorge Llambias

Translation Projects

Hebrew Translation Project - Adam Raizen
French Website Translation Project - unknown leader
Esperanto Website Translation Project - Theodore Reed
Lojbanic Phrasebook Project - Robert Griffin
Russian Website project - Evguenie Sklyanin
Russian gismu list - Evguenie Sklyanin
Lovecraft Translation - Jordan DeLong?
Burton Arabian Nights Translation - Bob LeChevalier
The Moon is a Harsh Mistress Chapter 1 Translation - Bob LeChevalier
The Legend of Zelda Translation - Theodore Reed?

Internet Communication

Lojban wiki - Robin Powell
Russian Lojban List - Evguenie Sklyanin
Lojban Webring - Robin Powell
Lojban Portal - xod
Lojban Links Page - Evguenie Sklyanin
Mailing List/Lojban FAQs - xod
jboske - And Rosta?
jbosnu - Jorge Llambias and xod
Lojban beginners list - Jay Kominek

Lexicon and Teaching Tools

jbovlaste: The Lojban Dictionary Editing System - Robin Powell and Jay Kominek
Eaton Interface - Bob LeChevalier
LogFlash 2 - Nora LeChevalier
jbofi'e - Richard Curnow
vlatai - Pierre Abbat
Random Sentence Generator - Bob and Nora LeChevalier
LogFlash Language Learning research - Bob LeChevalier
Lojban Audio tape/CD - Jay Kominek?

Other

TLI Loglan Interface - Stephen Belknap and Bob LeChevalier
Lojban Adventure - Robin Powell and Nick Nicholas
Lojban Java List - xod

Inactive Projects not likely to be activated

Lojban Parser/Glosser - Nora LeChevalier (largely supplanted by jbofi'e)
LogFlash/LogFlash 3 - Nora LeChevalier (completed, no planned improvements)
MacLogFlash - Richard Kennaway (no longer specific to Lojban)

 
(6) proposal and approval of new members, who shall assume membership
immediately if present at the next meeting, or at the end of the meeting
if not present;

Jordan Delong has submitted his name for prospective membership, and
indicated his intent to be at the meeting.

(7) election of Directors

Since last year, John Clifford resigned, and was replaced by Robin
Powell. This year Nora LeChevalier and Shawn Lasseter are not running
for reelection. Bob LeChevalier is running for reelection only if
needed because of the requirement that at least one Board member be a
Virginia resident. No other directors have stated intentions, but
directors have generally been reelected.

Thus the incumbent slate would be John Cowan, xod (Charles Hope), Nick
Nicholas, Robin Powell, and probably Bob LeChevalier as the required
Virginia resident member, The Board must have between 4 and 7 members
who need to be available online for year-round day-to-day management of
the organization, in between the annual meetings. The Board also elects
LLG officers.

It is believed that Jay Kominek will be nominated for a Board seat. It
is recommended that others who might be interested indicate their
interest in advance of the meeting.

------------------------

(8) unfinished business;

Note: In the following sections, a motion by lojbab is to make sure
that there is amotion on the floor, and in the case of a bylaw
amendment, a specific text. lojbab is not in favor of all the motions he
has proposed.

 
---------
A. Baseline statement

1. lojbab:
I move that the baseline statement approved by the Board of Directors
and ratified by the community remain official policy for at least 5
years after completion of the byfy-defined dictionary.

 
---------
B. Transition to all-Lojban annual meetings

1.Amendment tabled from last year:
Amendment b1 to Amendment b: That meetings be bilingual, but motions and
amendments be recorded in lojban - TABLED to next year.

2. lojbab:
I move that starting with the annual meeting in 2004, all motions during
member and board meetings, and all official announcements and meeting
minutes shall be proposed in or translated into Lojban. (Present policy
is bilingual, with translation to Lojban on request, making English the
default language. This would make translation mandatory, even if not
requested, and thus put the two languages in fully equal status.)

3. Lojbab:
I move that, starting with the annual meeting in 2005, Lojban shall be
the preferred language during member and board meetings, and with
translation into English and other languages on request.

---------
C. Implementation of Dues-Based, Non-Voting, Sustaining Memberships

This has been a recurring item that is not implemented. Benefits of
membership remain undecided.

No motions have been submitted.

-------------------------

(9) new business.

---------
A. Role of Lojbab in the future of LLG

lojbab desires to have his position as one of the founders of LLG be
recognized by the community in the form of some honorary position. He
seeks the right to speak to his vision of the goals of his establishment
of Lojban and LLG in all venues, and thus to have ex officio "visitor
privileges with right to speak" at any official fora and activities of
the organization. This may be moot for this year depending on how other
issues are resolved.

No specific motion has been submitted on this topic.

---------
B. Member Qualifications

There has been some complaint that many voting members are not active
enough to demonstrate that they meet the standard of Article 3 Section 1
of the Bylaws: "high personal dedication to the purposes" of LLG.

The following is proposed as either a bylaw amendment, or as a statement
of resolution by the membership. It is written as a bylaw amendment,
but Lojbab as author would accept an amendment from the floor if the
sense of the membership is that they would prefer it to be a resolution
rather than a bylaw.

1. Lojbab:
I move to
amend the 3rd paragraph of Article 3 Section 1, to read

"Qualifications of persons proposed for membership shall be high
personal dedication to the purposes of The Logical Language Group, Inc.
as set forth in that Article, expressed interest in helping to manage
the affairs of the community, and continuing involvement in the
activities of the community."

2. Lojbab:
I move to
insert the following paragraph at the end of Article 3 Section 3
or approve the following as a resolution

"A member who has had no involvement in any official committee or
project of the community for the past year, nor has met the requirements
set by the Board in accordance with Section 9 below to qualify as a
sustaining member of the organization during the last year, shall be
presumed to no longer meet the qualifications for membership. The Board
of Directors shall notify any member that they decide no longer meets
the qualifications for membership at least 15 days prior to the annual
meeting, and such member shall be entitled to defend his/her continued
dedication at the meeting. Following allowance for such defense, at the
time of consideration of new members, the membership may confirm by vote
to accept the judgement of the Board that the member has resigned
through failure to meet the qualifications for continued membership."

 
---------
C. Purpose of LLG

In response to a comment from Nick to the Board regarding the purpose of
the organization:

1. Lojbab:
I move the following amendment to the Bylaws:

Amend Article 2, Section 1, inserting

"to support the community of people learning and using this language"

and appending a second paragraph

to read:

Section 1. Purpose. The Logical Language Group, Inc. is established to
promote the scientific study of the relationships between language,
thought and human culture; to investigate the nature of language and to
determine the requirements for an artificially-engineered natural
language; to implement and experiment with such a language; to support
the community of people learning and using this language; to devise and
promote applications for this language in fields including but not
limited to linguistics, psychology, philosophy, logic, mathematics,
computer science, anthropology, sociology, education, and human biology;
to conduct and support experimental and scholarly research in these
fields as they may bear upon the problems of artificial language
development; to communicate with and to educate interested persons and
organizations about these activities; to devise and develop means and
instruments needed for these activities; and to accumulate and publish
the results of such studies and developments. In the furtherance of
these purposes, and in addition to the above activities, The Logical
Language Group, Inc. may award grants to individuals for
experimentation, travel, publication, study and similar activities.

In the furtherance of its purposes as stated above, The Logical Language
Group, Inc. shall place priority on support of the community of persons
learning, using, experimenting with, and promoting the language known as
"Lojban - A Realization of Loglan" or alternatively "Lojban".

 
---------
D. Lojbanology/Logic and Language Project

On behalf of And Rosta, Lojbab moves

1. That LLG could support a quasi-independent official project that
would be looking at the generic design problems of loglans (i.e. logical
languages) from a theoretical standpoint, as well as specific
suggestions for how to improve specific languages.

Discussion:

This is something that hasn't fit well in the existing Lojban community
because of our baseline approach, whereas it is much the sort of thing
that has appeared in TL/Lognet over the years whether or not the Loglan
Academy has chosen to take up some of the ideas.

The concept is that this forum/interest group would be sponsored by LLG,
TLI, and perhaps by other language developers (Rex May with Ceqli and
Jim Carter with guaspi) not for the purpose of designing a new language
or prescribing usage for existing ones, but for looking at the
theoretical bounds between logic and language design (the stuff that
becomes too abstruse for the typical Lojban List reader).

2. Because of discussion on the mailing lists:

Lojbab moves:

That any efforts by individuals or groups to develop a new language
or version of the existing language other than under the direct auspices
of the byfy is specifically disowned by LLG and shall not be
associated with LLG

 
---------
E. Users Groups

1. Lojbab: I move that LLG recognize local and regional Lojban User
Groups, to be reorganized and treated as Official Projects by the LLG
Board, but given a distinct web page.

2. Lojbab: I move that the leaders of Official Users Groups be given
contact information by the Secretary on request, in order to contact
present and past Lojbanists and potential Lojbanists to become active in
the local group.

Point of Information: There have been such User Groups existing or
proposed in the following locations, though most are probably inactive.

Los Angeles - Jim Carter/Gerald Koenig
Washington DC - Bob LeChevalier
Boston - Chuck Barton and various
San Francisco Bay Area - various
Seattle
Italy -Piermaria Maraziti
Switzerland - Gregory Dyke
United Kingdom - Colin Fine
Finland - Veijo Vilva
Sweden - Thorild Selen
Israel - Adam Raizin
Australia - Nick Nicholas and Major
Germany
Blacksburg VA - Jhn Hodges
Russia - Evguenie Sklyanin
New York City - John Cowan and various

 
---------
F. Proxies

There being an issue on the use of proxies at meetings, and especially
of blind proxies:

1. Robin Powell:
I move to amend the bylaws by:
1. Total removal of the phrase "in person or by proxy", or variants
thereupon, wherever it appears.

2. Changing of the last sentence of Article 3, Section 2, which
currently reads:

Members may assign their vote to a representative by written
proxy.

to

Proxy voting is not allowed.

3. Changing of the last sentence of Article 3, Section 3, which
currently reads:

A member shall also be considered to have resigned, if, after
proper notice of an annual meeting has been sent, the member
fails to submit a proxy or written intent to participate by
telephone, AND, the members present at the meeting confirm by
vote to accept this failure as a sign of resignation.
to

A member shall also be considered to have resigned, if, after
proper notice of an annual meeting has been sent, the member
fails to participate in the meeting AND the members present at
the meeting confirm by vote to accept this failure as a sign of
resignation.

4. Changing of the last sentence of the first paragraph of Art. 3,
Section 7, which currently reads:

Except as otherwise provided by Statute, The Articles of
Incorporation, or these Bylaws, all questions shall be decided
by a majority of all members present or by proxy, mail, or
telephone.

to
Except as otherwise provided by Statute, The Articles of
Incorporation, or these Bylaws, all questions shall be decided
by a majority of all members present at the meeting.

Robin observes that this would disenfranchise any member who cannot by
some means get 'net access to an online meeting (Lojbab adds: or cannot
be present at a non-on-line meeting.)

1a. Lojbab offers a motion of amendment that this bylaw does not take
effect until the completion of the annual meeting at which it is
approved.

 
2. Lojbab submits the following as an alternate amendment, which
prohibits only blind proxies, but still allows attendance by proxy for
quorum determination and allows proxies with specific direction:

I move to amend the bylaws by:
Changing of the last sentence of Article 3, Section 2, which
currently reads:

Members may assign their vote to a representative by written
proxy.

to

Members may assign their vote to a representative by written proxy
provided that the proxy contains specific instructions regarding the
issue in question. A proxy lacking specific instructions on an issue may
be counted towards quorum, and shall be voted "present" on that issue.

I further move that this bylaw does not take effect until the completion
of the annual meeting at which it is approved.

 
---------
G. Sturgis

The following makes Sturgis, currently the parliamentary standard for
the annual meeting, apply to all governance of LLG. It also simplifies
the language of the Bylaws to make phone and Internet communication
equivalent to snail mail and to in person communication.

1. Robin Powell:

I move the following amendment to the bylaws:
Addition of a new Article, to be the new Article 3, with the
current Articles 3 and higher to be renumbered to allow this. The
new Article is as follows:

ARTICLE 3
General Procedural Issues

Section 1. Parliamentary Authority.

All issues not otherwise covered in these Bylaws or in the
Articles Of Incorporation of the The Logical Language Group,
Inc., or in laws and statues that may apply, shall be resolved
by the use of the most recent version of <cite>The Standard Code
of Parliamentary Procedure</cite>, originally by <cite>Alice
Sturgis</cite> (now being maintained by the <cite>American
Institute of Parliamtarians</cite>).

Section 2. Communications.

Unless otherwise specified, all communications necessary for the
business of the Logical Language Group, Inc. may be conducted by
whatever reasonable and customary means the Board and/or Members
see fit, as long as no Members involved in the communication
have objected to that method. Different methods of
communication may be used with different Members, as needed.
This applies, in particular, to both notice of meetings and the
actual conducting of the business of meetings.

Reasonable and customary means of communication include, but are
not limited to, postal mail, electronic mail, telephone, and
various systems of real-time electronic discussion.

2. Removal of the final sentence of Article 3, Section 8, which
currently reads:

In case of dispute over meeting procedures, the most recent
version of <cite>The Standard Code of Parliamentary
Procedure</cite>, originally by <cite>Alice Sturgis</cite> (now
being maintained by the <cite>American Institute of
Parliamtarians</cite>) shall serve as the basis of resolution,
although a majority of members present may vote to override
those rules on any question.</p>

3. Removal of *ALL* references to postal mail, telephone, and
electronic mail throughout the bylaws, in favour of completely
generic terms such as "notify" and "reasonable and customary forms
of communicatian", unless they are specific exceptions to the
principles of the section on Communications above (such as a
specific need for written notification). The exact removals are as
follows:

Art. 3, Sec. 4 And Art. 3, Sec. 5:

The Secretary/Treasurer shall serve personally, or
by personal telephone conversation, or send through the post
office or by electronic mail addressed to each member at his
last known address, at least fifteen (15) days before such
meeting a notice thereof.

becomes

The Secretary/Treasurer shall notify each member at least
fifteen (15) days before such a meeting.

Art. 3, Sec. 6:

In addition, a member may be considered present through direct
telephone contact or by mail participation as described in
Section 7 below.

is removed.

Art. 3, Sec. 7:

Meetings of members may be held in person or by the use of
telephones or by the mails, or any combination thereof.
Telephone meetings may be by conference, or telephone calls may
be sequentially placed to all non-present members by the calling
officer with at least one other person present as witness.
Proposals may be made either orally or in writing, as the case
may be, and adopted or rejected either orally or in writing, as
if the meeting had been held in person. Except as otherwise
provided by Statute, The Articles of Incorporation, or these
Bylaws, all questions shall be decided by a majority of all
members present or by proxy, mail, or telephone.

becomes

Meetings of members may be held in person or by the use of any
other reasonable and customary forms of communication.
Note a specific exception here.
Telephone calls may be sequentially placed to all non-present
members by the calling officer with at least one other person
present as witness.
End Note
Except as otherwise provided by Statute, The Articles of
Incorporation, or these Bylaws, all questions shall be decided
by a majority of all members present, whether in person or
through reasonable and customary forms of communication.

and

Provided that the Secretary/Treasurer or his/her designate shall
certify that all members have been included in the meeting by
attendance, by telephone, or by mail, an adopted action may be
implemented before such written consent is obtained.

has the phrase

by attendance, by telephone, or by mail

removed.

Art. 4, Sec. 5:

Meetings of Directors may be held in person or by the use of
telephones or by the mails, or any combination thereof.
Telephone meetings may be by conference, or telephone calls may
be sequentially placed to all Directors by the calling officer
with at least one other person present as witness. Proposals
may be made either orally or in writing, as the case may be, and
adopted or rejected either orally or in writing, as if the
meeting had been held in person.

is removed and

Upon request of any Director with regard to any decision of the
Board, all of the approving Directors shall manifest their
consent in writing and such consent shall be filed in the
Minutes Book. Provided that the Secretary/Treasurer or his/her
designate shall certify that all Directors have been included in
the meeting by attendance, by telephone, or by mail, an adopted
action may be implemented before such written consent is
obtained.

has the phrase

by attendance, by telephone, or by mail

removed.

Art. 4, Sec. 7:

When a meeting is held by sequential telephone calls or by mail,
quorum requirements shall be considered fulfilled provided that
all Board members have been consulted per the requirements of
Section 5, or that, if a meeting was held with proper notice in
accordance with Section 6, a majority of the Board was
successfully consulted with attempts having been made to consult
with all members.

is removed.

 
2a/2b. Lojbab submits alternate amendments separating the addition of
section 1 of the proposed new article from the remainder of the changes,
as two separate amendments.

Rationale: The use of Sturgis as general authority is a separate issue
from the communications issue. The retention of proxies in any form by
non-passage of Robin's proxy amendment may require a closer look at
changes to the communications amendment. Current practice requires
proxies to have some sort of verification, but as stated the
communications amendment would appear to allow unverified proxies which
would make an amendment requiring specific proxies unenforceable.

 
---------
H. Election of Officers by the membership

Implementing Robin Powell's suggestion that members should be electing the
officers of LLG rather than the Board.

1. Lojbab:
I move the following amendment to the bylaws, to take effect at the 2004
Annual meeting:

Amend Article 5 Section 2, to read:

Section 2. Election. All Officers of the Corporation shall be elected
annually by a plurality of the members at the annual meeting, and shall
hold office for the term of one (1) year, or until their successors are
duly elected. Officers may succeed themselves.

and

Amend Article 3 Section 8, to insert election of officers prior to the
election of directors:

Section 8. Order of Business. The order of business of all meetings of the
members shall be as follows: (1) roll call; (2) proof of notice of meeting or
waiver of notice; (3) reading of Minutes of preceding meeting; (4) reports of
Officers; (5) reports of committees; (6) proposal and approval of new members,
who shall assume membership immediately if present at the next meeting, or at
the end of the meeting if not present; (7) election of Officers; (8)
election of Directors, if necessary; (9) unfinished business; (10) new
business. ...

 
---------
I. Officers as ex-officio Directors

1. Lojbab:
I move to amend the Bylaws, to take effect at the 2004 annual meeting:

Replace Article 5, Section 2, to read:
Section 2. How Elected. The Officers of the Corporation shall serve
ex-officio, as Directors. In addition, the members may elect up to four
(4) additional persons receiving a majority of votes cast as Directors.
A person serving in more than one office shall hold only one seat
as Director. These Directors shall constitute the Board of Directors
for the ensuing year.

2. Lojbab (dependent on amendment 1 in this topic):

I move to amend the Bylaws, to take effect at the 2004 annual meeting:

Delete Article 4, Section 9 which reads:
Section 9. Vacancies. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, removal or otherwise, the same shall be
filled without undue delay by a majority vote by ballot of the remaining
members of the Board at a Special meeting which shall be called for that
purpose. Such election shall be held within fifteen (15) days after the
occurrence of such vacancy. The person so chosen shall hold office
until the next Annual meeting or until his successor shall have been
chosen at a Special meeting of the members.

and renumber Section 10 as Section 9.

Rationale for the latter change: With ex-officio directors, officer
directorship vacancies are filled per the section on officer vacancies.
Since the other directorships are optional to the membership, it is not
inherent that they need to be filled

 
---------
J. Virginia Representative Agent

Virginia law requires that either a corporate officer or a Director be a
resident of the state of Virginia, and serve as an agent for
communication between the state and the corporation. At present, that
requirement is embedded in the bylaws governing directors. The proposal
is to make the person filling this role an Officer of the Corporation
(and hence by the prior amendment, an ex-officio Director, but this
could be changed while maintaining compliance with the law).

1. Lojbab:
I move to amend the Bylaws, to take effect at the 2004 annual meeting:

Amend Article 4, Section 1 from:
Section 1. Number. The affairs and business of this Corporation shall
be managed by a Board of Directors, who shall be members of the
Corporation, and at least one (1) of such Directors shall be a resident
of the Commonwealth of Virginia and a citizen of the United States. The
initial members of the Board of Directors shall be as per the Articles
of Incorporation, which members shall serve until the first Annual
Meeting of the members.

to:

Section 1. Number. The affairs and business of this Corporation shall
be managed by a Board of Directors, who shall be members of the
Corporation.

and to add to Article 5 Section 1:

Section 1. Number. The Officers of this Corporation shall be:
President
Vice-President
Secretary/Treasurer
Virginia Registered Agent
The person serving as Virginia Registered Agent may also hold another Office.

and to append to Article 5 Section 3, the duties of the Virginia Registered Agent:

VIRGINIA REGISTERED AGENT

The Virginia Registered Agent shall be a resident of the Commonwealth of
Virginia as defined by the laws of that state.

The Virginia Registered Agent shall maintain a place of business of the
Corporation which shall serve as the registered office in the
Commonwealth of Virginia, which shall be a place of business of the
Corporation

The Virginia Registered Agent shall serve all functions required by the
laws of the state of Virginia

PROXY STATEMENT
2003 Annual Meeting of the Logical Language Group, Inc.

Members submitting proxies to this year's meeting are asked to give
specific direction on issues, or to direct a vote of "present" on issues
that they have no specific direction on. This is not obligatory.

You may specify multiple persons to hold your proxy, with the first name
listed among those present being granted the representation.

Your name:

Proxyholder(s) in order of preference:

 
General comments?

(3) reading of Minutes of preceding meeting;

Approval of minutes? (included with notice)

 
(4) reports of Officers;

Questions on or acceptance of the reports of officers (President, Vice
President, Secretary/Treasurer)? (to be posted in advance of the
meeting)?

 
(5) reports of committees;

Questions on or acceptance of the reports of committees? (to be posted in advance of the
meeting)?

Acceptance
Committees:

baupla fuzykamni - Nick Nicholas
The Level 0 Package - John Cowan
New Book Keeping Procedures - Bob LeChevalier
Print On Demand - Robin Powell
Level -1 - Robin Powell
lojban.org Maintenance - Robin Powell
Parliamentary Rules - xod
Streamlining Meeting Procedures - John Cowan
WorldCon - Keith Lynch
Meeting Notice - John Cowan
Ju'i Lobypli Editorial - Jay Kominek
Lojban Announcement/le lojbo karni Editorial - Jay Kominek
Grant Proposal - Dave Barton
Secretarial Transition - Bob LeChevalier

 
Projects:

Questions on or acceptance of the reports of projects? (to be posted in advance of the
meeting)?

Favor or oppose this project continuing as an official project of LLG?

 
Official Projects

Lojban Website Translation Project official - Jordan DeLong?
Chrestomathy official - Gregory Dyke
Lojban Archives Project official - Bob LeChevalier
Dictionary (formerly official; subsumed by BPFK, termination report) - Bob LeChevalier
Lojban Parser official - John Cowan
Draft Textbook official - Bob LeChevalier and John Cowan
Lojban for Beginners official - Nick Nicholas and Robin Turner
Lojban Use in the European Patent System official - Hartmut Pilch
Lojban and Logic book and webpage official - John Clifford
Lojban List official - John Cowan, Bob LeChevalier and Robin Powell
ckafybarja official - Nick Nicholas, Veijo Vilva and others.
Alice in Wonderland translation official - Jorge Llambias

Translation Projects

Hebrew Translation Project - Adam Raizen
French Website Translation Project - unknown leader
Esperanto Website Translation Project - Theodore Reed
Lojbanic Phrasebook Project - Robert Griffin
Russian Website project - Evguenie Sklyanin
Russian gismu list - Evguenie Sklyanin
Lovecraft Translation - Jordan DeLong?
Burton Arabian Nights Translation - Bob LeChevalier
The Moon is a Harsh Mistress Chapter 1 Translation - Bob LeChevalier
The Legend of Zelda Translation - Theodore Reed?

Internet Communication

Lojban wiki - Robin Powell
Russian Lojban List - Evguenie Sklyanin
Lojban Webring - Robin Powell
Lojban Portal - xod
Lojban Links Page - Evguenie Sklyanin
Mailing List/Lojban FAQs - xod
jboske - And Rosta?
jbosnu - Jorge Llambias and xod
Lojban beginners list - Jay Kominek

Lexicon and Teaching Tools

jbovlaste: The Lojban Dictionary Editing System - Robin Powell and Jay Kominek
Eaton Interface - Bob LeChevalier
LogFlash 2 - Nora LeChevalier
jbofi'e - Richard Curnow
vlatai - Pierre Abbat
Random Sentence Generator - Bob and Nora LeChevalier
LogFlash Language Learning research - Bob LeChevalier
Lojban Audio tape/CD - Jay Kominek?

Other

TLI Loglan Interface - Stephen Belknap and Bob LeChevalier
Lojban Adventure - Robin Powell and Nick Nicholas
Lojban Java List - xod

Inactive Projects not likely to be activated

Lojban Parser/Glosser - Nora LeChevalier (largely supplanted by jbofi'e)
LogFlash/LogFlash 3 - Nora LeChevalier (completed, no planned improvements)
MacLogFlash - Richard Kennaway (no longer specific to Lojban)

 
(6) proposal and approval of new members

Jordan Delong?

Other nominated members?

 
(7) election of Directors (vote for 4 to 7 members)

Incumbent slate:

John Cowan?
xod (Charles Hope)?
Nick Nicholas?
Robin Powell?

Bob LeChevalier as the required Virginia resident member?

Jay Kominek?

Other nominees?

------------------------

(8) unfinished business;

---------
A. Baseline statement

Motion 1?

Comments?

---------
B. Transition to all-Lojban annual meetings

Motion 1?

Motion 2?

Motion 3?

Comments?

---------
C. Implementation of Dues-Based, Non-Voting, Sustaining Memberships

Comments?

-------------------------

(9) new business.

---------
A. Role of Lojbab in the future of LLG

Comments?

---------
B. Member Qualifications

Motion 1?

Motion 2 as bylaw amendment?

Motion 2 as resolution?

Comments?

---------
C. Purpose of LLG

Motion 1?

Comments?

---------
D. Lojbanology/Logic and Language Project

Motion 1?

Motion 2?

Comments?

---------
E. Users Groups

Motion 1?

Motion 2?

Suggestions for User Groups to recognize?

Comments?

 
---------
F. Proxies

Motion 1 (long one by Robin)?

Amendment 1a by Lojbab?

Alternate Motion 2 by Lojbab?

Comments?
---------
G. Sturgis

Motion 1 (long)

Alternate Split motion 2a?

Alternate Split motion 2b?

Comments?

 
---------
H. Election of Officers by the membership

Motion 1?

Comments?

 
---------
I. Officers as ex-officio Directors

Motion 1?

Motion 2 (dependent on approval of 1)?

Comments?

 
---------
J. Virginia Representative Agent

Motion 1?

Comments?

Provisional Minutes of the 2002 Annual Meeting of the Members of The Logical Language Group,
Inc.

The fourteenth Annual Meeting of the Members of The Logical Language Group, Inc.
was called to order on July 28, 2002 at 10:35 AM EDT.

Non-members in attendance at the annual meeting were:
Adam Raizen voted in as member during the meeting
Avital Oliver voted in as member during the meeting
Allan Bailey voted in as member during the meeting
Aruna Vassar voted in as member during the meeting
Roll call was taken of the members.
Members attending (11) were:
Alexandra Miles-Lasseter
Gary Burgess
John Clifford
John Cowan
Keith Lynch
Mark Shoulson
Nora LeChevalier
Robert LeChevalier
Robin Powell
Shawn Lasseter
Paul Francis O'Sullivan
Members "present" (12) by proxy:
And Rosta Proxy to Cowan
Athelstan proxy to Nora, with instructions
Dave Barton proxy to Bob
David Crowell proxy to Mark
David Twery proxy to Cowan
David Young Proxy to Nora
John Hodges proxy to John Clifford
Jorge Llambias proxy to Bob, with instructions
Nick Nicholas proxy to Cowan
Robin Turner proxy to Bob
Tommy Whitlock proxy to Nora
Yevgueni Sklyanin proxy to Bob
Members not in attendance (7 - 1 removed = 6) were:
Arnt Johansen proxy to Charles Hope, who arrived later in the meeting
Ethan Fremen
Charles Hope (Xod) (arrived later in the meeting, after roll call)
Guy Garnett
Ivan Derzhanski
Karen Stein* removed from membership
Veijo Vilva

  • = Removed per motion last meeting per motion that if they did not participate

by presence or proxy at the next 2002 annual meeting they would be terminated
with no further vote needed.
Roll call of members: Taken
23 present in person or by proxy, 6 absent. - Quorum.
No proper notice of meeting by Secretary/Treasurer was given (per Article 3,
Section 4 of the Bylaws); therefore no bylaw amendments may be made.
Chair turned over to Vice President, John Cowan.
Reading of minutes:
Error in print heading noted - still says "Minutes of the 1997 ..." although
centered first line has accurate date. To be corrected.
Report of officers: Secretary/Treasurer, by President (Bob LeChevalier)
Delinquent several quarters on sales tax.
Book orders current for all paid orders. Can't do invoicing orders (many from
Europe).
Liabilities:
$5,000 - 6,000 in balances.
CAIS (Internet service provider) $800 per year. CAIS has been cancelled, but
unsettled accounts payable unknown because of buyout of CAIS; possibly as
large $2,000 amt because of buyouts.
Visa/MC/Amex $30.
Bottom line on loan money for book printing: $3000 left on loan + 2 years
interest = approximately $3,500 left to repay. $3,600 in bank, so in theory
could pay off book loan.
Book sales total about 380-390; 20-25 since last year.
Read message from Robert A. McIvor (CEO of Loglan Institute):
"Because of the baselining of Lojban, I do not see any likelihood of any
fusion of the two groups in the short term. Most new members we are getting
are aware of Lojban, and have chosen Loglan for one reason or another. When I
get queries about the differences, I try to be quite objective, and I would
hope that LLG would, in like circumstances, present Loglan as it is today, and
not as it once was.
As for long term prospects, I am not sure that either shows great promise, but
I would have to concede that, as of today, Lojban has better prospects."
Report of officers: President:
Accomplished last year:
Nick Nicholas: Level 0 packet/book & Lesson book close to publication quality
Robin Powell took over web site completely - (thanks).
Per Robin, "Co-location facility costs 25/mo - paying out of pocket". LLG will
receipt this amount as donation.
Alice complete, but subject to editing.
Lojban Wiki healthy (the Wiki is a web page anyone edits).
Many un-official things going on.
Report of Committees:
(non-committee item) John Clifford has a website on Lojban & logic: 2 sections
on website are modifiers & propositional logic.
Level 0 package committee: (1998,99: John Cowan, chairman; David Twery; Tommy
Whitlock, Bob LeChevalier) nothing to say (but Nick is done with creating level
0 book)
Internet site committee (1999: David Twery, chairman; Shawn Lasseter; Nick
Nicholas): Per Robin Powell: Haven't done most of what wanted; web-site & server
& mailing list running.
Finance Committee: defunct
On-line ordering (1997: Mark Shoulson, chairman): no report.
Worldcon committee (1998: Keith Lynch, chairman; David Bowen; Bob LeChevalier):
Flyers handed out. Also at other conventions. Will continue till run out.
Meet notice (1994: Bob LeChevalier and John Cowan): not done.
Grant proposal (1996: Dave Barton, chairman; David Twery; Bob LeChevalier): no
report.
Streamlining meeting procedures (1999: John Cowan, chairman): Going a little
better. Nothing else.

Consideration of new members:

Present, but not members
Adam Raizen
Avital Oliver
Allan Bailey
Aruna Vassar

Qualifications, responsibilities explained. All four desired to be considered.
MOVED: To offer membership to all four listed above. - PASSED without
objection.

MOVED: To offer membership to Jay Kominek not present. - PASSED without
objection

Consideration of removal of old members:

Roll of old members for removal:
Ethan Fremen
Guy Garnett
Ivan Derzhanski
Veijo Vilva

(notice: if don't ..., terminate automatically - see last yr)

MOVED: To send notice like last year's see below to Ethan Fremen - PASSED
with no objection

MOVED: To send notice like last year's see below to Guy Garnett - PASSED
with no objection

last year's wording: "To send notice to ... that if they do not participate
by presence or proxy at the next annual meeting they will be terminated with
no further vote needed

Ivan: sense of the meeting was to take no action

Veijo: sense of the meeting was to take no action

Action item given to Robert LeChevalier: contact Ethan, Guy.

Election of Board of Directors:

Current Board includes Robert LeChevalier, President; John Cowan, Vice
President; Nora LeChevalier, Secretary/Treasurer; John Clifford; Charles Hope;
Shawn Lasseter; Nick Nicholas. Max of 7 allowed.

Shawn wishes to resign; no internet access. - revoked after discussion.

No new volunteers.

At this point Charles Hope (Xod) enters meeting

MOVED: To elect the current slate John Clifford, John Cowan, Charles Hope,
Shawn Lasseter, Robert LeChevalier, Nora LeChevalier, Nick Nicholas
- PASSED
with no objection

Old business: None

New business:

Repaying book debt (to LeChevaliers): 8% loan:

If we did, cash on hand would be about $0 till new donations.
Bob: "cost of logfest $400-500 not yet covered".
Sales tax debt minimal. Other debts: CAIS potential (about 1-2K), Visa $30/mo,
balances
When we published The Complete Lojban Language, Perry Smith gave $1,000 as a
quasi-donation to publish and would like to be paid back if LLG is ever in
position to pay back.
Motion re-pay $2000 to bob - withdrawn (will need the money for next book
publication)

Re: Robert A. McIvor statement:
MOVED: That the Secretary be authorized to extend peaceful intent and thanks
for his statement. - PASSED as amended below with no objection
Friendly amendment: To specifically include that we will also be objective -
ACCEPTED.

Book status per phone conversation with Nick: Last 2 weeks in September is
deadline for any changes. Nora to produce index. At that point send to printer.
Dec-Jan, Nick may come to US.

Possibilities for printing books:
Publisher formal
Print run costs: 1000 - $3500 hardback lessons (break-even point is 200 books
at $20/copy); $2500 paper level 0. We do charge shipping. Historically level 0
has asked $5 donation; therefore ?? of it would be to printer.
print-on-demand informal - by individuals at Kinko's in PDF format.
Real print on demand
Action item for Mark Shoulson: to find out about real print-on-demand
feasibility. Later made a motion - see 3^rd motion down.

Discussion:

Suggestion that a request for information on language gets flyer (1-page) as
answer Robin to formulate; should not send out level 0 packet ie: more than
10 pgs

Bob: estimate about a dozen/year; internet people & those with e-mail are
pointed to site, and most others out-of-country so postage anyway.

Non-internet people don't know, so we may need to expect more at some point.
MOVED: That material sent for free to people who merely express interest be
limited to a standard #10 envelope contents by default - WITHDRAWN

Informal print on demand:

Won't work unless 1 non-US volunteer (because of shipping costs) Robin

Volunteers to out-of-pocket publication costs. So, tax deductible.

Can do as an experiment; could give balance to overseas volunteers for cost (who
can't get tax deduction). Bob

Informal print-on-demand: Robin, Avital, Allan volunteer.

Action item for Avital: check prices for Europe shipping from Israel &
print-and-bind prices.

MOVED: That level 0 package, upon release for publication, should be published
using informal print-on-demand with specific procedures of on-demand
publishing being set up by Robin Powell (and any other appointees), with the
initial plan that no expense incur to LLG (ie: no net cost) in support.
President will at discretion indicate whether new correspondence warrants
level 0 book or less substantial response. Second committee (headed by Robin
Powell) to develop the less-substantial response. - PASSED with no objection

Textbook:

Print-on-demand won't work - too long.
MOVED: That a committee (Mark Shoulson to head) investigate real
print-on-demand for the textbook and level-0 book, and defer decision on
printing until report of Board - PASSED.

Robin Powell stated for the record: Not spend more than $1000 until Bob repaid.

Official LLG projects:

John Cowan proposed that we institute official LLG projects as follows:

Leader of project presents it to President.
President consults Board.

If Board approves, transmit information to Webmaster to post on official
project list.

Webmaster to poll project leaders at least every 3 months.

Project leaders must then report to Board.

Board may decide to not continue project as official.

MOVED: That we institute official LLG projects as proposed above - PASSED as
see Amendment a and Friendly Amendment b

Amendment a not accepted as a friendly amendment: That the initiators mail
the request to both webmaster and president, and if there is no response from
the Board in an agreed-upon time frame it will mean it's automatically added
to the official project list as official by default - PASSED AS AMENDED by
friendly amendment b, without objection.

Discussion:
"reasonable" would be 1 month.

Availability of deferral requested by Board. Notation that official by default.
John Clifford for record: vitally needed

Robin Powell for record: if amend never used, will offer public apology & vote
to withdraw amendment at next meet.

Friendly amendment b to Friendly amendment a: replace "official by default"
with "no objection" and include availability of deferral if board asks. -
ACCEPTED

MOVED: To give the President discretion to change the status of any and all
committees to projects without consulting the Board to discharge the
committee, and to identify the resulting project as private or public listing.
- PASSED without objection.

MOVED: That as of the year 2005 and after, all official LLG business must be
discussed in lojban (where "official LLG business" is Board and LLG member
meetings) and that there be a strong preference that all official business be
available in lojban (perhaps in addition to other languages) - PASSED AS
REPLACED by Amendment b as modified by Friendly Amendment b2

Note: there was much discussion. The final vote was 16 in favor, 5 opposed.

Amendment c was defeated narrowly.

Amendment a: Institute only after 2 consecutive meetings of less than 2 hours
- FAILED for lack of second

Amendment b: That instead, starting next year, all official meetings of LLG
members and board be officially bi-lingual (may speak in either English or
lojban) with translation by request of any member, and that it will be an old
business item each year to discuss further conversion to preference for lojban
during business matters. - PASSED as amended in Friendly Amendment b2

Amendment b1 to Amendment b: That meetings be bilingual, but motions and
amendments be recorded in lojban - TABLED to next year.

Friendly Amendment b2 to Amendment b: Append "but are encouraged to speak in
lojban" to "may speak in either English or lojban" - ACCEPTED

Amendment c to Amendment b: That all motions and amendments must be
officially stated and recorded in lojban starting 2005 - FAILED.

MOVED: To begin to put any official lojban items on web into lojban (and
perhaps English, but not necessary) as soon as possible - PASSED AS AMENDED
Friendly Amendment: not "as soon as possible", but "as resources allow" -
ACCEPTED

Delegating paperwork.
Robin Powell offered to pay for up to $500/yr for a paperwork worker (if starts
occurring within 6 months). Bob means to implement accounting package and to
convert data (address list & accounts). John Clifford pledged some backup after
the initial amount from Robin. Small but non-zero possibility that Robin will
not have job, however.
Bob: paperworker would have to be hired as independent contractor.
MOVED: To approve hiring of worker for paperwork on accounts and address list,
as discussed above - PASSED
Flyers:
Address on flyer should have separate e-mail address so we can identify
responses from flyers.
MOVED: That LLG be favorable to Jay's on-line collaborative dictionary -
PASSED
MOVED: To Commend Robin Powell for exceptional efforts in converting the LLG
site, and for exceeding expectations on presentation to public - PASSED.
MOVED: To express thanks to Nick Nicholas and Robin Turner for their work on
the textbook - PASSED
Next Logfest: The intention is to hold it the last weekend in July
Meeting adjourned approximately 1:40 PM EDT.

Last modified: Mon May 12 11:46:51 PDT 2003.
Please e-mail webmaster@lojban.org with any comments or concerns.

BYLAWS OF THE LOGICAL LANGUAGE GROUP, INC.

ARTICLE 1

Name, Seal and Offices

Section 1. Name. The name of this Corporation is THE LOGICAL LANGUAGE GROUP,
INC., (A Non-Profit Corporation), and shall for convenience be referred to in
this instrument as the Corporation. By a majority vote of the members, the
Corporation may change its name. The Corporation may also operate under the
trade name "Lojbangirz" at the discretion of the Board of Directors.

Section 2. Offices. The principal office of the Corporation shall be at 2904
Beau Lane, Fairfax, Virginia 22031. The Board of Directors may from time to time
move the principal office to any other address in Virginia.

ARTICLE 2

Purpose

Section 1. Purpose. The Logical Language Group, Inc. is established to promote
the scientific study of the relationships between language, thought and human
culture; to investigate the nature of language and to determine the requirements
for an artificially-engineered natural language; to implement and experiment
with such a language; to devise and promote applications for this language in
fields including but not limited to linguistics, psychology, philosophy, logic,
mathematics, computer science, anthropology, sociology, education, and human
biology; to conduct and support experimental and scholarly research in these
fields as they may bear upon the problems of artificial language development; to
communicate with and to educate interested persons and organizations about these
activities; to devise and develop means and instruments needed for these
activities; and to accumulate and publish the results of such studies and
developments. In the furtherance of these purposes, and in addition to the above
activities, The Logical Language Group, Inc. may award grants to individuals for
experimentation, travel, publication, study and similar activities.

Section 2. Allowable Actions. To these ends The Logical Language Group, Inc.
shall receive and hold by bequest, devise, gift, grant, purchase, lease, or
otherwise, any property, real, personal, tangible, or intangible, or any
undivided interest therein, without limitation as to amount or value; to sell,
convey, or otherwise dispose of any such property and to invest, re-invest, or
deal with and administer the principal or the income thereof in such manner as,
in the judgment of the Directors, will best promote the purposes of The Logical
Language Group, Inc. without limitation, except such limitations, if any, as may
be contained in the instrument under which such property is received, the
Articles of Incorporation, these By-Laws, or any laws applicable thereto.

Section 3. Disallowed Actions. Notwithstanding any of the provisions of the
Articles of Incorporation or Bylaws, no member, Director, Officer, employee, or
representative of this Corporation shall take any action or carry on any
activity by or on behalf of the Corporation not permitted to be conducted or
carried on by an organization exempt under Section 501(c)(3) of the Internal
Revenue Code of 1954 and its regulations as they now exist, or as they may
hereafter be amended, or by an organization, contributions to which are
deductible under Section 170(c)(2) of such Code and regulations as they now
exist, or as they may hereafter be amended.

No member, Director, Officer, employee, or representative of this Corporation
shall discriminate against any person on the basis of race, sex, religion or
creed, or national origin while performing any action or carrying on any
activity on behalf of the Corporation.

ARTICLE 3

Members and Meeting of Members

Section 1. Membership. The members of the Corporation shall initially consist
of: Robert J. LeChevalier, Nora T. LeChevalier, John Parks-Clifford, Tommy
Whitlock, Jeffrey Taylor.

Other persons may be named members upon recommendation for membership by any
member and by election by a majority of all the members of the Corporation, in
person or by proxy. Such election need not take place at a formal meeting of the
membership, but the Secretary/Treasurer shall be required to certify that a
majority of the membership has supported the recommendation.

Qualifications of persons proposed for membership shall be (a) competence in one
or more of the fields of science or scholarship listed in Article 2, above,
and/or (b) high personal dedication to the purposes of The Logical Language
Group, Inc. as set forth in that Article.

No potential member shall be discriminated against on the grounds of race, sex,
religion or creed, or national origin.

Section 2. Voting. Each member shall be entitled to one (1) vote, and all his
right, title, and interest in and to the Corporation shall cease on termination
of his membership. No member shall be entitled to share in the distribution of
the Corporate assets upon the dissolution of the Corporation. Members may assign
their vote to a representative by written proxy.

Section 3. Resignation of Members. At any time, a member may resign his
membership, which is hereby declared nontransferable, and his rights and
responsibilities shall thereafter be immediately at an end. A member may resign
from the Corporation by delivering a written resignation to the President or
Secretary/Treasurer of the Corporation. A member shall also be considered to
have resigned, if, after proper notice of an annual meeting has been sent, the
member fails to submit a proxy or written intent to participate by telephone,
AND, the members present at the meeting confirm by vote to accept this failure
as a sign of resignation.

Section 4. Annual Meeting. The annual meeting of the members shall nominally be
held at such place and time as the Directors shall designate. In the absence of
any such designation, the annual meeting shall be held at the principal address
of the organization on the first Sunday following the 20th day of June each
year, at 10 o'clock in the morning of that day. The Secretary/Treasurer shall
serve personally, or by personal telephone conversation,3 or send through the
post office or by electronic mail3 addressed to each member at his last known
address, at least fifteen (15)1 days before such meeting a notice thereof.
Alternatively, the Secretary/Treasurer shall use such means of notification as
may be specified in writing in advance and signed by the member.2 But at any
meeting at which all members shall be present, or of which all members not
present have waived notice in writing, the giving of notice as above required
may be dispensed with.

Section 5. Special Meetings. Special meetings of the members, other than those
regulated by Statute, may be called at any time by a majority of the Directors.
The Secretary/Treasurer shall serve personally or by personal telephone
conversation,6 or send through the post office or by electronic mail6
addressed to each member at his last known address, at least fifteen (15)4
days before such meeting a notice thereof. Alternatively, the
Secretary/Treasurer shall use such means of notification as may be specified in
writing in advance and signed by the member.5 Such notice shall contain a
statement of the business to be transacted at such meeting; at any meeting at
which all members shall be present in person or by proxy, or for which members
not present have waived notice in writing, the giving of notice as above
described may be dispensed with. No business, other than that specified in the
call for the meeting, shall be transacted at any Special meeting of the members.
The Board of Directors shall also, in like manner, call a Special meeting of
members whenever so requested in writing by not less than a majority of the
members.

Section 6. Quorum. Provided that notice of the meeting has been sent in
accordance with Section 4 or Section 5, as appropriate, there shall be no
minimum quorum for a meeting. Without such notice, a majority of the members
must be present in order for a meeting to take place. Presence may be
established in person, or by proxy. In addition, a member may be considered
present through direct telephone contact or by mail participation as described
in Section 7 below. In the event of there not being a quorum present, then the
meeting shall be adjourned to some further date, not more than five (5) days
later.

Section 7. Meetings When Members are Apart. Meetings of members may be held in
person or by the use of telephones or by the mails, or any combination thereof.
Telephone meetings may be by conference, or telephone calls may be sequentially
placed to all non-present members by the calling officer with at least one other
person present as witness. Proposals may be made either orally or in writing, as
the case may be, and adopted or rejected either orally or in writing, as if the
meeting had been held in person. Except as otherwise provided by Statute, The
Articles of Incorporation, or these Bylaws, all questions shall be decided by a
majority of all members present or by proxy, mail, or telephone.

Upon request by any member, all of the approving members on any decision shall
manifest their consent in writing and such consent shall be filed in the Minutes
Book. Provided that the Secretary/Treasurer or his/her designate shall certify
that all members have been included in the meeting by attendance, by telephone,
or by mail, an adopted action may be implemented before such written consent is
obtained.

Section 8. Order of Business. The order of business of all meetings of the
members shall be as follows: (1) roll call; (2) proof of notice of meeting or
waiver of notice; (3) reading of Minutes of preceding meeting; (4) reports of
Officers; (5) reports of committees; (6) proposal and approval of new members,
who shall assume membership immediately if present at the next meeting, or at
the end of the meeting if not present;8 (7) election of Directors, if
necessary; (8) unfinished business; (9) new business.7 In case of dispute over
meeting procedures, the most recent version of The Standard Code of
Parliamentary Procedure, originally by Alice Sturgis (now being maintained by
the American Institute of Parliamtarians) shall serve as the basis of
resolution, although a majority of members present may vote to override those
rules on any question.

Section 9. The Board of Directors may establish a Sustaining Membership,
independent of the governing membership described in the previous sections of
this article. The qualifications for sustaining members shall include a minimum
annual financial donation to the organization, the amount to be set by the
Board, and other qualifications may be added by the Board. The Board will also
set forth any benefits of Sustaining Membership. Any and all provisions
elsewhere in these Bylaws relating to "members", shall not be interpreted to
mean "sustaining members", although there is no restriction or penalty against a
person being both a voting member and a sustaining member, gaining the
responsibilities and benefits of each role.

No potential sustaining member shall be discriminated against on the grounds of
race, sex, religion or creed, or national origin.

Section 10. Any person may read or have read and incorporated into the minutes
of the Members' Meeting any statement germane to the purposes of the Logical
Language Group, Inc., subject to the discretion of the chair.

ARTICLE 4

Directors

All the Corporate powers, except such as are otherwise provided for in these
By-Laws, the Articles of Incorporation, and the Laws of the Commonwealth of
Virginia, shall be and are hereby vested in and shall be exercised by the Board
of Directors. The Board of Directors may by general resolution delegate to
committees of its own number, or to Officers of the Corporation, such powers as
it may see fit.

Section 1. Number. The affairs and business of this Corporation shall be managed
by a Board of Directors, who shall be members of the Corporation, and at least
one (1) of such Directors shall be a resident of the Commonwealth of Virginia
and a citizen of the United States. The initial members of the Board of
Directors shall be as per the Articles of Incorporation, which members shall
serve until the first Annual Meeting of the members.

Section 2. How Elected. At the Annual Meeting of members, the three (3) persons
receiving a plurality of the votes cast and up to four (4) additional persons
receiving a majority of votes shall be Directors and shall constitute the Board
of Directors for the ensuing year.

Section 3. Term of Office. The term of office of each of the Directors shall be
one (1) year, and thereafter until his successor has been elected.

Section 4. Duties of Directors. The Board of Directors shall have the control
and general management of the affairs and business of this Corporation. Such
Board of Directors shall in all cases act as a Board, regularly convened, by a
majority, and it may adopt such rules and regulations for the conduct of its
meetings and the management of the Corporation as it may deem proper, not
inconsistent with the Articles of Incorporation, these By-Laws, and the Laws of
the Commonwealth of Virginia.

Section 5. Directors' Meetings. Regular meetings of the Board of Directors shall
be held immediately following the Annual Meeting of the members and at such
other times as the Board of Directors may determine. Special meetings of the
Board of Directors may be called by the President at any time, and shall be
called by the President or Secretary/Treasurer upon the written request of two
(2) Directors.

Meetings of Directors may be held in person or by the use of telephones or by
the mails, or any combination thereof. Telephone meetings may be by conference,
or telephone calls may be sequentially placed to all Directors by the calling
officer with at least one other person present as witness. Proposals may be made
either orally or in writing, as the case may be, and adopted or rejected either
orally or in writing, as if the meeting had been held in person.

Upon request of any Director with regard to any decision of the Board, all of
the approving Directors shall manifest their consent in writing and such consent
shall be filed in the Minutes Book. Provided that the Secretary/Treasurer or
his/her designate shall certify that all Directors have been included in the
meeting by attendance, by telephone, or by mail, an adopted action may be
implemented before such written consent is obtained.

Section 6. Notice of Meetings. No written notice of a Directors meeting is
required. The President shall make a good faith effort to contact all directors
in a timely manner before the meeting.9

Section 7. Quorum. At any meeting of the Board of Directors, a majority of the
Board shall constitute a quorum for the transaction of business; but in the
event of a quorum not being present, then the meeting shall be adjourned to some
future time, not more than five (5) days later. When a meeting is held by
sequential telephone calls or by mail, quorum requirements shall be considered
fulfilled provided that all Board members have been consulted per the
requirements of Section 5, or that, if a meeting was held with proper notice in
accordance with Section 6, a majority of the Board was successfully consulted
with attempts having been made to consult with all members.

Section 8. Voting. At all meetings of the Board of Directors, each Director is
to have one (1) vote.

Section 9. Vacancies. Whenever any vacancy shall occur in the Board of Directors
by death, resignation, removal or otherwise, the same shall be filled without
undue delay by a majority vote by ballot of the remaining members of the Board
at a Special meeting which shall be called for that purpose. Such election shall
be held within fifteen (15) days after the occurrence of such vacancy. The
person so chosen shall hold office until the next Annual meeting or until his
successor shall have been chosen at a Special meeting of the members.

Section 10. Removal of Directors. Any one or more of the Directors may be
removed either with or without cause, at any time, by a vote of at least
two-thirds (2/3) of the total membership voting in person or by proxy, at any
Special meeting called for that purpose, or at the Annual Meeting.

ARTICLE 5

Officers

Section 1. Number. The Officers of this Corporation shall be:
President
Vice-President
Secretary/Treasurer

Section 2. Election. All Officers of the Corporation shall be elected annually
by the Board of Directors at its meeting held immediately after the meeting of
members, and shall hold office for the term of one (1) year, or until their
successors are duly elected. Officers may succeed themselves.

Section 3. Duties of Officers. The duties and powers of the officers of the
Corporation shall be as follows:

PRESIDENT

The President shall preside at all meetings of the Board of Directors and
members.

He shall present at each Annual Meeting of the members and Directors a report
of the condition of the business of the Corporation.

He shall cause to be called regular and special meetings of the members and
Directors in accordance with these By-Laws. He shall appoint and remove,
employ and discharge, and fix the compensation of all servants, agents,
employees and clerks of the Corporation other than the duly appointed
Officers, subject to the approval of the Board of Directors.

He shall sign and make all contracts and agreements in the name of the
Corporation, and see that they are properly carried out.

He shall see that the books, reports, and statements required by the Statutes
are properly kept, made and filed according to law.

He shall sign checks, notes, drafts, or bills of exchange, warrants or other
orders for the payment of money.

He shall enforce these By-Laws and perform all the duties incident to the
position and office, and which are required by law.

VICE-PRESIDENT

During the absence or inability of the President to render and perform his
duties or exercise his powers, as set forth in these By-Laws or in the acts
under which this Corporation is organized, the same shall be performed and
exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all responsibilities hereby given to or imposed upon
such President.

SECRETARY/TREASURER

The Secretary/Treasurer shall keep the Minutes of the meetings of the Board of
Directors and of the members in appropriate books.

He shall give and serve all notices of the Corporation.

He shall be custodian of the records of the Corporation.

He shall present to the Board of Directors at its stated meetings all
communications addressed to him officially by the President or any Officer or
member of the Corporation.

He shall attend to all correspondence and perform all the duties incident to
the office of Secretary/Treasurer.

He shall have the care and custody of and be responsible for all the funds and
securities of the Corporation, and shall deposit all such funds in the name of
the Corporation in such bank or banks, trust company or trust companies or
safe deposit vaults as the Board of Directors may designate.

He shall sign, make and endorse in the name of the Corporation, checks, notes,
drafts, bills of exchange, warrants and orders for the payment of money and
pay out and dispose of same and receipt therefore, under the direction of the
President or the Board of Directors.

He shall exhibit at all reasonable times his books and accounts to any
Director or member of the Corporation upon application at the office of the
Corporation.

He shall render a statement of the condition of the finances of the
Corporation at each regular meeting of the Board of Directors, and at such
other times as shall be required of him, and full financial report, at the
Annual Meeting of the members.

He shall keep at the office of the Corporation, correct books of account of
all its business and transactions and such other books of account as the Board
of Directors may require.

He shall do and perform all duties appertaining to the office of Treasurer.

Section 4. Vacancies, How Filled. All vacancies in any office, shall be filled
by the Board of Directors without undue delay, at its regular meeting, or at a
meeting specifically called for that purpose.

Section 5. Compensation of Officers. The officers shall normally receive no
salary or other compensation for the performance of their administrative
services, but any officer may apply to the Board of Directors for compensation
for performance of non-administrative services actually rendered to the
Corporation in the furtherance of its purposes, as set forth in the Articles of
Incorporation and as interpreted and implemented by the Board of Directors.

Section 6. Removal of Officers. The Board of Directors may remove any officer,
by at least a two-thirds (2/3) vote, at any time, with or without cause.

Section 7. Initial Officers. The names of the Officers who shall serve until the
first election are as follows:

Name Office Post Office Address
Robert J. LeChevalier President 2904 Beau Lane
Fairfax, Virginia 22031
John Parks-Clifford Vice-President 6364 Washington
St. Louis, Missouri 63130
Nora T. LeChevalier Secretary/Treasurer 2904 Beau Lane
Fairfax, Virginia 22031

ARTICLE 6

Employees

The Board of Directors shall hire and fix the compensation of any and all
employees which it in its discretion may determine to be necessary in the
conduct of the business of the Corporation.

ARTICLE 7

Operating Expenses

It is the intent of this Article to ensure the dedication of the bulk of the
Corporation's resources to the activities directly related to the purposes cited
in the Articles of Incorporation by minimizing the proportion of expenses in the
Corporations overall operating budget that are unrelated to those purposes.
The Board of Directors shall not authorize or expend on behalf of the
Corporation as "administrative expenses" more than Fifteen (15%) Percent of the
total expenditures of the Corporation in any one (1)-year period. Donations
specifically allocated by a donor for an expense that would be counted as an
administrative expense according to the definition in this article, will be
omitted from the calculation of total expenditures and from the calculation of
administrative expenditures, for purpose of determining the 15% limit. The words
"administrative expenses" and the words "administrative services" mean expenses
or services which do not directly advance the purposes of the Corporation as set
out in the Articles of Incorporation and as interpreted and implemented by the
Board of Directors. Such administrative expenses and services include, but are
not limited to, the calling and conducting of corporate meetings, the making of
management and/or financial decisions, fund-raising activities, the hiring and
firing of personnel, accounting fees, legal fees, secretarial services,
bookkeeping services, and correspondence and telephone conversations with anyone
for purposes not directly relevant to those stated in the Articles of
Incorporation. Such administrative expenses further include the cost of renting
or purchasing equipment or space other than as directly used for the purposes
set forth in the Articles of Incorporation.

The Board of Directors shall ensure that the accounts of the Corporation
accurately reflect this division between its administrative expenses and
services and its expenditures that are directly relevant to the purposes stated
in the Articles of Incorporation. The Board of Directors shall keep itself
informed as to the proportion of the administrative expenses to prevent their
exceeding the above maximum. Should the proportion of administrative expenses in
any given fiscal year which do not derive from donations allocated by the donor
for a specific administrative purpose, exceed the allowable maximum of Fifteen
(15%) Percent, the Board of Directors shall ensure by its disbursement decisions
during the following year that the total administrative expenses for the two (2)
years shall fall within the allowable maximum.

The Secretary/Treasurer shall report the amounts and percentage of expenditures
for administrative and non-administrative purposes at the annual meeting of the
members, prior to the election of the Board of Directors for the following year.

ARTICLE 8

Relationship with Donors

As it is the purpose of this Corporation to encourage the furtherance of its
endeavors at a minimum of administrative expense, the existence of Article 7 of
these By-Laws shall be explicitly emphasized to all individual or institutional
donors of amounts greater than or equal to $100.00 prior to or at the time of
such donation, and in all promulgations of the organization's annual financial
report. In the event that small donations by a donor not otherwise receiving
explicit emphasis of Article 7, total in excess of $100.00 over the course of a
year, a notice emphasizing the Article's provisions will be sent at the end of
the year.

As part of such notices that are given, all contributors shall be encouraged to
make their gifts conditional on the compliance of the Corporation with Article 7
of these By-Laws, with non-compliance of the terms of this Article 7 entitling
the contributors to a refund of the gift up to the amount by which
administrative expenses exceeded the limit stated in Article 7.

ARTICLE 9
Approval and Amendment of By-Laws

These By-Laws shall be made, altered, amended, added to, or rescinded by a
majority of the total current members of The Logical Language Group, Inc. at a
meeting called for that purpose or at the annual meeting, with the following
exceptions:

a.
Any Bylaw dealing with the removal of Directors shall be made, altered,
amended, or rescinded by a vote of two-thirds (2/3) of the total current
members of The Logical Language Group, Inc. at a meeting called for that
purpose.

b.
Any amendments to Article 11 Dissolution shall be unanimously approved by the
Board of Directors, proposed by them to the members, and approved at a meeting
by two-thirds (2/3) of the members.

A written notice shall have been sent to each member at his last known address
at least fifteen (15)10 days before such Annual or Special meeting, which
notice shall state the alterations, amendments, or changes which are proposed
to be made in such By-Laws. Only such changes as have been specified in the
notice shall be made. If, however, all the members shall be present at any
regular or Special meeting, these By-Laws may be amended by unanimous vote,
without any previous notice.

ARTICLE 10
Amendment of Articles of Incorporation

The Articles of Incorporation may be amended after each Amendment shall be
approved by the Board of Directors, proposed by them to the members, and
approved at a members' meeting by a majority of the members, unless all of the
Directors and all of the members sign a written statement, manifesting their
intention that a certain Amendment to the Articles of Incorporation be made.
An amendment to the Articles of Incorporation shall not be considered in force
until filed in accordance with Laws of the Commonwealth of Virginia.

ARTICLE 11
Dissolution

The Logical Language Group, Inc. shall be dissolved after unanimous approval of
the Board of Directors, proposed by them to the members, and approved at a
members' meeting by a two-thirds (2/3) vote of the members.

Upon the dissolution of The Logical Language Group, Inc. or the winding up of
its affairs, the Directors shall distribute the assets of The Logical Language
Group, Inc. exclusively to scientific, charitable, literary, or educational
organizations which shall at the time qualify under the provisions of Section
501(c)(3) of the Internal Revenue Code of 1954 and its regulations as they now
exist, or as they may hereafter be amended.

 
Amendment Notes:
From 1992 minutes, revision 1 to Article 3, Section 4.
From 1992 minutes, revision 2 to Article 3, Section 4.
From 1992 minutes, revision 3 to Article 3, Section 4, per "New Business," #6.

From 1992 minutes, revision 1 to Article 3, Section 5.
From 1992 minutes, revision 2 to Article 3, Section 5.
From 1992 minutes, revision 3 to Article 3, Section 5, per "New Business," #7.

From 1992 minutes, revision 1 to Article 3, Section 8.
From 1992 minutes, revision 2 to Article 3, Section 8, per "Bob will
propose..."
From 1992 minutes, revision 1 to Article 4, Section 5.
From 1992 minutes, revision 1 to Article 9.


Created by mukti. Last Modification: Wednesday 03 of September, 2014 06:51:59 GMT by mukti.