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History: LLG 2003 Annual Meeting Announcement
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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 mail[3] 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 mail[6] 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.
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