To: llg-board@lojban.org
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From: Bob LeChevalier <lojbab@lojban.org>
Message-ID: <328b2239-6d85-3d1e-73ee-dda0156dcbc4@lojban.org>
Date: Wed, 30 Nov 2016 18:07:38 -0500
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Subject: Re: [llg-board] Emergency special meeting
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On 11/30/2016 4:49 PM, LLG Secretary wrote:
> I=92d like to call an urgent special meeting of the Board to consider a
> piece of administrative business. I believe technically I need the
> assent of one other Director to do so. I just spoke with lojbab on the
> phone and he encouraged me to do so, so unless there are objections I=92m
> going to consider that as consent to begin such a meeting.

The meeting was never adjourned, so it need not be "called".  Just =

continue (which you effectively did).  I authorized you by phone to take =

the chair for purposes of this motion.

> The annual corporate filing for LLG with the State of Virginia is due
> today, but I=92ve discovered an obstacle to completing it: The laws have
> recently changed such that it is no longer possible to file changes of
> officers and directors online.
>
>     As a result of legislation effective July 1, 2014, the Commission
>     can no longer accept through SCC eFile any corporate annual report
>     that contains any change to director or officer information. As of
>     July 1, 2014, an annual report that contains any such change must be
>     submitted on a paper annual report form that has been furnished by
>     the Commission.
>     http://www.scc.virginia.gov/ecHelp.aspx#ar_DPO
>
> In order to avoid falling out of compliance, I=92d like to propose that
> for the balance of the day (November 30, 2016 in the Eastern Standard
> time zone), we recognize the officers and directors which are currently
> on file as our acting officers and directors.

Thinking about it since you called, I am not sure we can do that.  The =

directors are elected by the membership, not the Board.  So

> * Curtis Franks, Miles Foster, and Karen Stein will not be included as
> Directors or Officers

would probably be invalid even in any temporary filing.

I won't object to the motion though, if you feel it gives you cover to =

efile.  And it has been seconded and there is yet no objection.  I will =

leave it to you to decide how long to allow for objection (I've always =

stated the time for objection/voting to end, but I'm not sure it is =

required as long as there is no point of order raised  Ugh, the =

complications of parliamentary procedure can be tricky.)

But I think we need to just bite the bullet and submit the report late, =

chalking it up to a lojbab screwup because I didn't know about the efile =

restriction (indeed, I believe I efiled last year with changes and they =

apparently took it; but there is no way to do so any more).  That means =

that the corporation will not be "in good standing" for a short time. =

Which probably doesn't mean much - it has happened at least once before =

because I filed late.  The danger is that we may get no warning, and if =

we have not filed by end of the 4th month after being late, then we =

cease to exist.

Not being in good standing means that legally/corporately we are on =

shaky ground.  But I'm not sure it has any practical effect for us, =

since no one is likely to enquire about us before it is fixed.

> After midnight Eastern time, the officers and directors will be restored
> as per the results of the 2015 meeting:
>
> * Karen Stein as Vice President
> * Curtis Franks and Miles Foster as Directors
> * And Rosta and Timo Paulssen no longer recognized as Directors or Office=
rs
>
> I only propose that we make this recognition in order so that I can
> submit an electronic filing to keep us in compliance today. This will be
> followed up with a paper filing amending the list of officers and
> directors to match the results of the 2015 meeting.

I have the paper form, but I need the correct list of directors and =

addresses, which mukti has.  I have to wing it on using the paper form, =

because they don't provide space for more than 5 directors.  I can make =

a second copy of one page.

> Please respond as soon as possible to this proposal. This business must
> be complete by end of day. I need four officers (a majority) to respond
> in order to achieve quorum.

Quorum for the existing meeting continued, per the above, but anyone can =

make a quorum call for an active meeting, so this is in order.  Consider =

me to have responded, and I see that Ali and selpa'i also responded, so =

we are good for the quorum call.  (That was four "directors", not =

"officers" that you probably intended.)

lojbab


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