History: LLG Bylaws (2003)

Source of version: 1 (current)

BYLAWS OF THE LOGICAL LANGUAGE GROUP, INC. ARTICLE 1 Name, Seal and Offices Section 1. Name. The name of this Corporation is THE LOGICAL LANGUAGE GROUP, INC., (A Non-Profit Corporation), and shall for convenience be referred to in this instrument as the Corporation. By a majority vote of the members, the Corporation may change its name. The Corporation may also operate under the trade name "Lojbangirz" at the discretion of the Board of Directors. Section 2. Offices. The principal office of the Corporation shall be at 2904 Beau Lane, Fairfax, Virginia 22031. The Board of Directors may from time to time move the principal office to any other address in Virginia. ARTICLE 2 Purpose Section 1. Purpose. The Logical Language Group, Inc. is established to promote the scientific study of the relationships between language, thought and human culture; to investigate the nature of language and to determine the requirements for an artificially-engineered natural language; to implement and experiment with such a language; to devise and promote applications for this language in fields including but not limited to linguistics, psychology, philosophy, logic, mathematics, computer science, anthropology, sociology, education, and human biology; to conduct and support experimental and scholarly research in these fields as they may bear upon the problems of artificial language development; to communicate with and to educate interested persons and organizations about these activities; to devise and develop means and instruments needed for these activities; and to accumulate and publish the results of such studies and developments. In the furtherance of these purposes, and in addition to the above activities, The Logical Language Group, Inc. may award grants to individuals for experimentation, travel, publication, study and similar activities. Section 2. Allowable Actions. To these ends The Logical Language Group, Inc. shall receive and hold by bequest, devise, gift, grant, purchase, lease, or otherwise, any property, real, personal, tangible, or intangible, or any undivided interest therein, without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property and to invest, re-invest, or deal with and administer the principal or the income thereof in such manner as, in the judgment of the Directors, will best promote the purposes of The Logical Language Group, Inc. without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, these By-Laws, or any laws applicable thereto. Section 3. Disallowed Actions. Notwithstanding any of the provisions of the Articles of Incorporation or Bylaws, no member, Director, Officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 and its regulations as they now exist, or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and regulations as they now exist, or as they may hereafter be amended. No member, Director, Officer, employee, or representative of this Corporation shall discriminate against any person on the basis of race, sex, religion or creed, or national origin while performing any action or carrying on any activity on behalf of the Corporation. ARTICLE 3 Members and Meeting of Members Section 1. Membership. The members of the Corporation shall initially consist of: Robert J. LeChevalier, Nora T. LeChevalier, John Parks-Clifford, Tommy Whitlock, Jeffrey Taylor. Other persons may be named members upon recommendation for membership by any member and by election by a majority of all the members of the Corporation, in person or by proxy. Such election need not take place at a formal meeting of the membership, but the Secretary/Treasurer shall be required to certify that a majority of the membership has supported the recommendation. Qualifications of persons proposed for membership shall be (a) competence in one or more of the fields of science or scholarship listed in Article 2, above, and/or (b) high personal dedication to the purposes of The Logical Language Group, Inc. as set forth in that Article. No potential member shall be discriminated against on the grounds of race, sex, religion or creed, or national origin. Section 2. Voting. Each member shall be entitled to one (1) vote, and all his right, title, and interest in and to the Corporation shall cease on termination of his membership. No member shall be entitled to share in the distribution of the Corporate assets upon the dissolution of the Corporation. Members may assign their vote to a representative by written proxy. Section 3. Resignation of Members. At any time, a member may resign his membership, which is hereby declared nontransferable, and his rights and responsibilities shall thereafter be immediately at an end. A member may resign from the Corporation by delivering a written resignation to the President or Secretary/Treasurer of the Corporation. A member shall also be considered to have resigned, if, after proper notice of an annual meeting has been sent, the member fails to submit a proxy or written intent to participate by telephone, AND, the members present at the meeting confirm by vote to accept this failure as a sign of resignation. Section 4. Annual Meeting. The annual meeting of the members shall nominally be held at such place and time as the Directors shall designate. In the absence of any such designation, the annual meeting shall be held at the principal address of the organization on the first Sunday following the 20th day of June each year, at 10 o'clock in the morning of that day. The Secretary/Treasurer shall serve personally, or by personal telephone conversation,3 or send through the post office or by electronic mail3 addressed to each member at his last known address, at least fifteen (15)1 days before such meeting a notice thereof. Alternatively, the Secretary/Treasurer shall use such means of notification as may be specified in writing in advance and signed by the member.2 But at any meeting at which all members shall be present, or of which all members not present have waived notice in writing, the giving of notice as above required may be dispensed with. Section 5. Special Meetings. Special meetings of the members, other than those regulated by Statute, may be called at any time by a majority of the Directors. The Secretary/Treasurer shall serve personally or by personal telephone conversation,6 or send through the post office or by electronic mail6 addressed to each member at his last known address, at least fifteen (15)4 days before such meeting a notice thereof. Alternatively, the Secretary/Treasurer shall use such means of notification as may be specified in writing in advance and signed by the member.5 Such notice shall contain a statement of the business to be transacted at such meeting; at any meeting at which all members shall be present in person or by proxy, or for which members not present have waived notice in writing, the giving of notice as above described may be dispensed with. No business, other than that specified in the call for the meeting, shall be transacted at any Special meeting of the members. The Board of Directors shall also, in like manner, call a Special meeting of members whenever so requested in writing by not less than a majority of the members. Section 6. Quorum. Provided that notice of the meeting has been sent in accordance with Section 4 or Section 5, as appropriate, there shall be no minimum quorum for a meeting. Without such notice, a majority of the members must be present in order for a meeting to take place. Presence may be established in person, or by proxy. In addition, a member may be considered present through direct telephone contact or by mail participation as described in Section 7 below. In the event of there not being a quorum present, then the meeting shall be adjourned to some further date, not more than five (5) days later. Section 7. Meetings When Members are Apart. Meetings of members may be held in person or by the use of telephones or by the mails, or any combination thereof. Telephone meetings may be by conference, or telephone calls may be sequentially placed to all non-present members by the calling officer with at least one other person present as witness. Proposals may be made either orally or in writing, as the case may be, and adopted or rejected either orally or in writing, as if the meeting had been held in person. Except as otherwise provided by Statute, The Articles of Incorporation, or these Bylaws, all questions shall be decided by a majority of all members present or by proxy, mail, or telephone. Upon request by any member, all of the approving members on any decision shall manifest their consent in writing and such consent shall be filed in the Minutes Book. Provided that the Secretary/Treasurer or his/her designate shall certify that all members have been included in the meeting by attendance, by telephone, or by mail, an adopted action may be implemented before such written consent is obtained. Section 8. Order of Business. The order of business of all meetings of the members shall be as follows: (1) roll call; (2) proof of notice of meeting or waiver of notice; (3) reading of Minutes of preceding meeting; (4) reports of Officers; (5) reports of committees; (6) proposal and approval of new members, who shall assume membership immediately if present at the next meeting, or at the end of the meeting if not present;8 (7) election of Directors, if necessary; (8) unfinished business; (9) new business.7 In case of dispute over meeting procedures, the most recent version of The Standard Code of Parliamentary Procedure, originally by Alice Sturgis (now being maintained by the American Institute of Parliamtarians) shall serve as the basis of resolution, although a majority of members present may vote to override those rules on any question. Section 9. The Board of Directors may establish a Sustaining Membership, independent of the governing membership described in the previous sections of this article. The qualifications for sustaining members shall include a minimum annual financial donation to the organization, the amount to be set by the Board, and other qualifications may be added by the Board. The Board will also set forth any benefits of Sustaining Membership. Any and all provisions elsewhere in these Bylaws relating to "members", shall not be interpreted to mean "sustaining members", although there is no restriction or penalty against a person being both a voting member and a sustaining member, gaining the responsibilities and benefits of each role. No potential sustaining member shall be discriminated against on the grounds of race, sex, religion or creed, or national origin. Section 10. Any person may read or have read and incorporated into the minutes of the Members' Meeting any statement germane to the purposes of the Logical Language Group, Inc., subject to the discretion of the chair. ARTICLE 4 Directors All the Corporate powers, except such as are otherwise provided for in these By-Laws, the Articles of Incorporation, and the Laws of the Commonwealth of Virginia, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of its own number, or to Officers of the Corporation, such powers as it may see fit. Section 1. Number. The affairs and business of this Corporation shall be managed by a Board of Directors, who shall be members of the Corporation, and at least one (1) of such Directors shall be a resident of the Commonwealth of Virginia and a citizen of the United States. The initial members of the Board of Directors shall be as per the Articles of Incorporation, which members shall serve until the first Annual Meeting of the members. Section 2. How Elected. At the Annual Meeting of members, the three (3) persons receiving a plurality of the votes cast and up to four (4) additional persons receiving a majority of votes shall be Directors and shall constitute the Board of Directors for the ensuing year. Section 3. Term of Office. The term of office of each of the Directors shall be one (1) year, and thereafter until his successor has been elected. Section 4. Duties of Directors. The Board of Directors shall have the control and general management of the affairs and business of this Corporation. Such Board of Directors shall in all cases act as a Board, regularly convened, by a majority, and it may adopt such rules and regulations for the conduct of its meetings and the management of the Corporation as it may deem proper, not inconsistent with the Articles of Incorporation, these By-Laws, and the Laws of the Commonwealth of Virginia. Section 5. Directors' Meetings. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting of the members and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or Secretary/Treasurer upon the written request of two (2) Directors. Meetings of Directors may be held in person or by the use of telephones or by the mails, or any combination thereof. Telephone meetings may be by conference, or telephone calls may be sequentially placed to all Directors by the calling officer with at least one other person present as witness. Proposals may be made either orally or in writing, as the case may be, and adopted or rejected either orally or in writing, as if the meeting had been held in person. Upon request of any Director with regard to any decision of the Board, all of the approving Directors shall manifest their consent in writing and such consent shall be filed in the Minutes Book. Provided that the Secretary/Treasurer or his/her designate shall certify that all Directors have been included in the meeting by attendance, by telephone, or by mail, an adopted action may be implemented before such written consent is obtained. Section 6. Notice of Meetings. No written notice of a Directors meeting is required. The President shall make a good faith effort to contact all directors in a timely manner before the meeting.9 Section 7. Quorum. At any meeting of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, then the meeting shall be adjourned to some future time, not more than five (5) days later. When a meeting is held by sequential telephone calls or by mail, quorum requirements shall be considered fulfilled provided that all Board members have been consulted per the requirements of Section 5, or that, if a meeting was held with proper notice in accordance with Section 6, a majority of the Board was successfully consulted with attempts having been made to consult with all members. Section 8. Voting. At all meetings of the Board of Directors, each Director is to have one (1) vote. Section 9. Vacancies. Whenever any vacancy shall occur in the Board of Directors by death, resignation, removal or otherwise, the same shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a Special meeting which shall be called for that purpose. Such election shall be held within fifteen (15) days after the occurrence of such vacancy. The person so chosen shall hold office until the next Annual meeting or until his successor shall have been chosen at a Special meeting of the members. Section 10. Removal of Directors. Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of at least two-thirds (2/3) of the total membership voting in person or by proxy, at any Special meeting called for that purpose, or at the Annual Meeting. ARTICLE 5 Officers Section 1. Number. The Officers of this Corporation shall be: President Vice-President Secretary/Treasurer Section 2. Election. All Officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the meeting of members, and shall hold office for the term of one (1) year, or until their successors are duly elected. Officers may succeed themselves. Section 3. Duties of Officers. The duties and powers of the officers of the Corporation shall be as follows: PRESIDENT The President shall preside at all meetings of the Board of Directors and members. He shall present at each Annual Meeting of the members and Directors a report of the condition of the business of the Corporation. He shall cause to be called regular and special meetings of the members and Directors in accordance with these By-Laws. He shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the Corporation other than the duly appointed Officers, subject to the approval of the Board of Directors. He shall sign and make all contracts and agreements in the name of the Corporation, and see that they are properly carried out. He shall see that the books, reports, and statements required by the Statutes are properly kept, made and filed according to law. He shall sign checks, notes, drafts, or bills of exchange, warrants or other orders for the payment of money. He shall enforce these By-Laws and perform all the duties incident to the position and office, and which are required by law. VICE-PRESIDENT During the absence or inability of the President to render and perform his duties or exercise his powers, as set forth in these By-Laws or in the acts under which this Corporation is organized, the same shall be performed and exercised by the Vice-President; and when so acting, he shall have all the powers and be subject to all responsibilities hereby given to or imposed upon such President. SECRETARY/TREASURER The Secretary/Treasurer shall keep the Minutes of the meetings of the Board of Directors and of the members in appropriate books. He shall give and serve all notices of the Corporation. He shall be custodian of the records of the Corporation. He shall present to the Board of Directors at its stated meetings all communications addressed to him officially by the President or any Officer or member of the Corporation. He shall attend to all correspondence and perform all the duties incident to the office of Secretary/Treasurer. He shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such bank or banks, trust company or trust companies or safe deposit vaults as the Board of Directors may designate. He shall sign, make and endorse in the name of the Corporation, checks, notes, drafts, bills of exchange, warrants and orders for the payment of money and pay out and dispose of same and receipt therefore, under the direction of the President or the Board of Directors. He shall exhibit at all reasonable times his books and accounts to any Director or member of the Corporation upon application at the office of the Corporation. He shall render a statement of the condition of the finances of the Corporation at each regular meeting of the Board of Directors, and at such other times as shall be required of him, and full financial report, at the Annual Meeting of the members. He shall keep at the office of the Corporation, correct books of account of all its business and transactions and such other books of account as the Board of Directors may require. He shall do and perform all duties appertaining to the office of Treasurer. Section 4. Vacancies, How Filled. All vacancies in any office, shall be filled by the Board of Directors without undue delay, at its regular meeting, or at a meeting specifically called for that purpose. Section 5. Compensation of Officers. The officers shall normally receive no salary or other compensation for the performance of their administrative services, but any officer may apply to the Board of Directors for compensation for performance of non-administrative services actually rendered to the Corporation in the furtherance of its purposes, as set forth in the Articles of Incorporation and as interpreted and implemented by the Board of Directors. Section 6. Removal of Officers. The Board of Directors may remove any officer, by at least a two-thirds (2/3) vote, at any time, with or without cause. Section 7. Initial Officers. The names of the Officers who shall serve until the first election are as follows: Name Office Post Office Address Robert J. LeChevalier President 2904 Beau Lane Fairfax, Virginia 22031 John Parks-Clifford Vice-President 6364 Washington St. Louis, Missouri 63130 Nora T. LeChevalier Secretary/Treasurer 2904 Beau Lane Fairfax, Virginia 22031 ARTICLE 6 Employees The Board of Directors shall hire and fix the compensation of any and all employees which it in its discretion may determine to be necessary in the conduct of the business of the Corporation. ARTICLE 7 Operating Expenses It is the intent of this Article to ensure the dedication of the bulk of the Corporation's resources to the activities directly related to the purposes cited in the Articles of Incorporation by minimizing the proportion of expenses in the Corporations overall operating budget that are unrelated to those purposes. The Board of Directors shall not authorize or expend on behalf of the Corporation as "administrative expenses" more than Fifteen (15%) Percent of the total expenditures of the Corporation in any one (1)-year period. Donations specifically allocated by a donor for an expense that would be counted as an administrative expense according to the definition in this article, will be omitted from the calculation of total expenditures and from the calculation of administrative expenditures, for purpose of determining the 15% limit. The words "administrative expenses" and the words "administrative services" mean expenses or services which do not directly advance the purposes of the Corporation as set out in the Articles of Incorporation and as interpreted and implemented by the Board of Directors. Such administrative expenses and services include, but are not limited to, the calling and conducting of corporate meetings, the making of management and/or financial decisions, fund-raising activities, the hiring and firing of personnel, accounting fees, legal fees, secretarial services, bookkeeping services, and correspondence and telephone conversations with anyone for purposes not directly relevant to those stated in the Articles of Incorporation. Such administrative expenses further include the cost of renting or purchasing equipment or space other than as directly used for the purposes set forth in the Articles of Incorporation. The Board of Directors shall ensure that the accounts of the Corporation accurately reflect this division between its administrative expenses and services and its expenditures that are directly relevant to the purposes stated in the Articles of Incorporation. The Board of Directors shall keep itself informed as to the proportion of the administrative expenses to prevent their exceeding the above maximum. Should the proportion of administrative expenses in any given fiscal year which do not derive from donations allocated by the donor for a specific administrative purpose, exceed the allowable maximum of Fifteen (15%) Percent, the Board of Directors shall ensure by its disbursement decisions during the following year that the total administrative expenses for the two (2) years shall fall within the allowable maximum. The Secretary/Treasurer shall report the amounts and percentage of expenditures for administrative and non-administrative purposes at the annual meeting of the members, prior to the election of the Board of Directors for the following year. ARTICLE 8 Relationship with Donors As it is the purpose of this Corporation to encourage the furtherance of its endeavors at a minimum of administrative expense, the existence of Article 7 of these By-Laws shall be explicitly emphasized to all individual or institutional donors of amounts greater than or equal to $100.00 prior to or at the time of such donation, and in all promulgations of the organization's annual financial report. In the event that small donations by a donor not otherwise receiving explicit emphasis of Article 7, total in excess of $100.00 over the course of a year, a notice emphasizing the Article's provisions will be sent at the end of the year. As part of such notices that are given, all contributors shall be encouraged to make their gifts conditional on the compliance of the Corporation with Article 7 of these By-Laws, with non-compliance of the terms of this Article 7 entitling the contributors to a refund of the gift up to the amount by which administrative expenses exceeded the limit stated in Article 7. ARTICLE 9 Approval and Amendment of By-Laws These By-Laws shall be made, altered, amended, added to, or rescinded by a majority of the total current members of The Logical Language Group, Inc. at a meeting called for that purpose or at the annual meeting, with the following exceptions: a. Any Bylaw dealing with the removal of Directors shall be made, altered, amended, or rescinded by a vote of two-thirds (2/3) of the total current members of The Logical Language Group, Inc. at a meeting called for that purpose. b. Any amendments to Article 11 Dissolution shall be unanimously approved by the Board of Directors, proposed by them to the members, and approved at a meeting by two-thirds (2/3) of the members. A written notice shall have been sent to each member at his last known address at least fifteen (15)10 days before such Annual or Special meeting, which notice shall state the alterations, amendments, or changes which are proposed to be made in such By-Laws. Only such changes as have been specified in the notice shall be made. If, however, all the members shall be present at any regular or Special meeting, these By-Laws may be amended by unanimous vote, without any previous notice. ARTICLE 10 Amendment of Articles of Incorporation The Articles of Incorporation may be amended after each Amendment shall be approved by the Board of Directors, proposed by them to the members, and approved at a members' meeting by a majority of the members, unless all of the Directors and all of the members sign a written statement, manifesting their intention that a certain Amendment to the Articles of Incorporation be made. An amendment to the Articles of Incorporation shall not be considered in force until filed in accordance with Laws of the Commonwealth of Virginia. ARTICLE 11 Dissolution The Logical Language Group, Inc. shall be dissolved after unanimous approval of the Board of Directors, proposed by them to the members, and approved at a members' meeting by a two-thirds (2/3) vote of the members. Upon the dissolution of The Logical Language Group, Inc. or the winding up of its affairs, the Directors shall distribute the assets of The Logical Language Group, Inc. exclusively to scientific, charitable, literary, or educational organizations which shall at the time qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954 and its regulations as they now exist, or as they may hereafter be amended. Amendment Notes: From 1992 minutes, revision 1 to Article 3, Section 4. From 1992 minutes, revision 2 to Article 3, Section 4. From 1992 minutes, revision 3 to Article 3, Section 4, per "New Business," #6. From 1992 minutes, revision 1 to Article 3, Section 5. From 1992 minutes, revision 2 to Article 3, Section 5. From 1992 minutes, revision 3 to Article 3, Section 5, per "New Business," #7. From 1992 minutes, revision 1 to Article 3, Section 8. From 1992 minutes, revision 2 to Article 3, Section 8, per "Bob will propose..." From 1992 minutes, revision 1 to Article 4, Section 5. From 1992 minutes, revision 1 to Article 9.