As posted by lojbab to lojban, August 13, 1992:
BYLAWS OF THE LOGICAL LANGUAGE GROUP, INC.
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
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
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.
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
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
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
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
send through the post office, at least ten (10) days before such meeting
a notice thereof, addressed to each member at his last known post office
address; 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
send through the post office, at least ten (10) days before such meeting
a notice thereof, addressed to each member at his last known post office
address. 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
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)
election of Directors, if necessary; (7) unfinished business; (8) new
business. In case of dispute over meeting procedures, Robert's Rules of
Order 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.
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
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
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. Notice of meetings, other than the
regular Annual meeting shall be given by service upon each Director in
person, or by mailing to him at his last known post office address, at
least ten (10) calendar days before the date therein designated for such
meeting, including the day of mailing, of a written or printed notice
thereof, specifying the time and place of such meeting, and the business
to be brought before the meeting, and no business other than that
specified in such notice shall be transacted at any Special meeting.
However, at any meeting at which every member of the Board of Directors
shall be present in person, by mail, or by telephone, although held
without notice, any business may be transacted which might have been
transacted if the meeting had been duly called.
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
Section 1. Number. The Officers of this Corporation shall be:
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
Section 3. Duties of Officers. The duties and powers of the officers of
the Corporation shall be as follows:
The President shall preside at all meetings of the Board of Directors
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.
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.
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
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
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
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
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.
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
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.
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.
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
A written notice shall have been sent to each member at his last known
address at least ten (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.
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
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
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