Received: from localhost ([::1]:53784 helo=stodi.digitalkingdom.org) by stodi.digitalkingdom.org with esmtp (Exim 4.86) (envelope-from ) id 1aV77T-0001qL-Gq; Sun, 14 Feb 2016 16:34:27 -0800 Received: from mail-wm0-f47.google.com ([74.125.82.47]:38551) by stodi.digitalkingdom.org with esmtps (TLSv1.2:ECDHE-RSA-AES128-GCM-SHA256:128) (Exim 4.86) (envelope-from ) id 1aV77L-0001n7-M4 for llg-members@lojban.org; Sun, 14 Feb 2016 16:34:26 -0800 Received: by mail-wm0-f47.google.com with SMTP id a4so35666273wme.1 for ; Sun, 14 Feb 2016 16:34:19 -0800 (PST) DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=gmail.com; s=20120113; h=mime-version:in-reply-to:references:date:message-id:subject:from:to :content-type; bh=0Qgxv3tFK2su5Kk6XsLEGvl/QwQbiYBDl+FAy/n6h2I=; b=q4S2xhKIIB7f2q6D6K16hJd2Eqp/ODrlS9RW1vod1gOaT94ucG1vmp6bKuVjNkWsMF e+ZmE419Xc3A4FEWm7WYGjEWtW5kxEE5Pi1UNsRwKdJQWMBl8GNAuu8gXce5Jw3jF8qG AJioL+amuoAs9/DDEGsx7HqjWYcWJKxOS4yoWRnI/xsvAiSTgPyaXFP3eupy+/rncJn/ IilsDVELFVpHrzdv9eaL8Q5XklcmnKITXdXaNkTT5SgEn4NDSbyyOfCQngCquX136k17 LAChXZ9vWd8W4Ba8mjbRLbaBXxXaDvZReDJ64E/f8MmzrFwazC5GY9ZG9fK1bW83+PMv J4vw== X-Google-DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=1e100.net; s=20130820; h=x-gm-message-state:mime-version:in-reply-to:references:date :message-id:subject:from:to:content-type; bh=0Qgxv3tFK2su5Kk6XsLEGvl/QwQbiYBDl+FAy/n6h2I=; b=KW/K1/iS463/uZUUZNbaCT7W+I7KJ3wHE5CuCTawocV5K5NNTpUgzGo3QOPzqslMOa 7tfzo+eTWm2CMKBdEw8B29J7UhmgWm8+CBmW1jltuJsKjL86baE6hrRvSmwAXPwuH9zC WDbHyJHypsrWYDGSewUnw4hYUsaeB6a0wzpAADLTHDLuze1L+LVl2tdoworVwzdFZLJN hIDa4TiI9YOT8NH1hDdlDWNUn3p1WHQmENgqYqBXTkkEX3idSWddWdv6HhZpLs+760DB X55AjjnFgaBze2UJeiOtZjxen9/lx1MtGWHrzkw6wGao/E6cgoB1JmqLqRpcKStqpVPZ 7W/A== X-Gm-Message-State: AG10YOQ9koziB+VpVmg2ZSMMrXnXsPePqI/N9ieBc7WJHK7hj9uP0/ZXlEx39jVqKoRX8A2ueq1O52SBgXFRmQ== MIME-Version: 1.0 X-Received: by 10.28.104.87 with SMTP id d84mr10148789wmc.56.1455496452737; Sun, 14 Feb 2016 16:34:12 -0800 (PST) Received: by 10.27.47.19 with HTTP; Sun, 14 Feb 2016 16:34:12 -0800 (PST) Received: by 10.27.47.19 with HTTP; Sun, 14 Feb 2016 16:34:12 -0800 (PST) In-Reply-To: <56BD891A.2090207@lojban.org> References: <8BCCD0E2-E6D4-4687-9D89-D177E69E1259@gmail.com> <56BD891A.2090207@lojban.org> Date: Sun, 14 Feb 2016 19:34:12 -0500 Message-ID: From: Curtis Franks To: llg-members@lojban.org X-Spam-Score: -2.0 (--) X-Spam_score: -2.0 X-Spam_score_int: -19 X-Spam_bar: -- Subject: Re: [Llg-members] co'a co'u dursipna X-BeenThere: llg-members@lojban.org X-Mailman-Version: 2.1.20 Precedence: list List-Id: List-Unsubscribe: , List-Archive: List-Post: List-Help: List-Subscribe: , Reply-To: llg-members@lojban.org Content-Type: multipart/mixed; boundary="===============2546758319969433029==" Errors-To: llg-members-bounces@lojban.org --===============2546758319969433029== Content-Type: multipart/alternative; boundary=001a114b2f32099559052bc42d7b --001a114b2f32099559052bc42d7b Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: quoted-printable I support the proposal. On Feb 12, 2016 2:26 AM, "Bob LeChevalier" wrote: > On 2/11/2016 1:45 AM, Riley Martinez-Lynch wrote: > >> The groundhog has spoken, and if I understood her message correctly, she >> said it=E2=80=99s time to to get the 2015 meeting of LLG wrapped up. Ok,= it >> wasn=E2=80=99t the groundhog. It was gleki. And I exchanged emails with = lojbab, >> who voiced similar sentiments. So let=E2=80=99s do this thing before it = gets too >> much further into 2016. >> > > > I call the meeting back into order. > > I apologize to the community for being essentially silent the last severa= l > weeks. My health has been very bad; though probably not life-threatening= , > it wasn't all that far from being so. Medical testing has been slow, and > largely inconclusive except to rule out some problems. My sleep has most= ly > been limited to an occasional hour or two, and when I've been awake, I ha= ve > had little concentration, and a tendency to suddenly fall asleep at the > computer, or sit zombielike for an hour or two at a time. > > Things have been a little better this week, so let's get going. > > I still owe the community a more specific health summary, but not right > now. > > I should note that I have NOT read most of the comments by people from > December on what LLG should be doing. Since I called for the discussion,= I > probably should do so. Again, not right now. > > I can=E2=80=99t remember exactly where we left off before the holiday =E2= =80=94 and I >> defer to Bob or And =E2=80=93 but I=E2=80=99m fairly certain that we app= roved Karen >> Stein and Curtis Franks as members, and that we discussed the Registered >> Agent bylaw amendment with the idea of considering it before the >> Directors election. >> > > It is indeed correct that we are on the Bylaw amendment, and we were > awaiting a text for the amendment including my friendly amendment. I've > been unable to stay focused enough to do this, so I am glad Riley has > stepped up to propose something. > > lojbab suggested changes to the amendment that I proposed, and I agreed >> to accept them as a friendly amendment. I understand his concern to >> clarify that the case where the Board appoints an individual as a >> Registered Agent. Virginia law requires the Registered Agent to be an >> officer or director. >> > > The law actually says something about being involved in active management > of the business, if the person is not a member of the Virginia Bar - i.e = a > lawyer, but the only ways we have for active management is in the roles o= f > officer and director. > > lojbab suggested that the Board be empowered to > >> grant =E2=80=9Cex officio=E2=80=9D directorship to such an individual, w= ith the idea >> that Virginia law would be satisfied, but it wouldn=E2=80=99t be otherwi= se >> necessary to shuffle the board. (If I got this wrong, please let me know= !) >> > > The amendment has been seconded. I'll allow 3 days for discussion and/or > objection. (Discussion without objection will just reset the clock.) If > neither occurs, the objection period will end at the end of Sunday 14 Feb= , > UTC, and the amendment will be considered adopted (otherwise we'll hold a > formal vote). > > Because this is a bylaw amendment, I have no problem if the members wish > to have a formal vote. Just speak up, and the formal vote will be held f= or > up to three days after discussion ends. > > Once the amendment is voted on, we'll move on to the Board election, and > then on to the regular business of the meeting. > > (I'll try to post on the two topics mentioned above during the time perio= d > up to the Board election, so as not to hold up the meeting. The state of > my health SHOULD be a consideration on whether I continue to lead this > organization.) > > > > *Proposed bylaw amendment (Registered Agent)* >> >> * Add a new section to Article 1 >> >> Section 3. Registered Agent >> >> The corporation shall maintain a Registered Agent in accordance with >> Laws of the Commonwealth of Virginia. The 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. The Board of Directors may change its Registered Agent >> agent from time to time in the manner required by law. The >> Registered Agent may serve as a Director or Officer of the >> Corporation. >> >> The Board is authorized to nominate an individual as an =E2=80=9Cex = officio=E2=80=9D >> Director for the term that the individual serves as Registered >> Agent. The appointment of an =E2=80=9Cex officio=E2=80=9D Director f= or this purpose >> shall not be understood to limit or constrain the election of >> Directors by the membership as specified in Article 5. >> >> * Remove the office of Virginia Registered Agent from the list of >> officers of the corporation and the following language about >> eligibility for other offices (6.1) >> * Remove the section headed =E2=80=9CVirginia Registered Agent=E2=80= =9D in Article 6 >> > > > lojbab > Robert LeChevalier > lojbab@lojban.org > > > > _______________________________________________ > Llg-members mailing list > Llg-members@lojban.org > http://mail.lojban.org/mailman/listinfo/llg-members > --001a114b2f32099559052bc42d7b Content-Type: text/html; charset=UTF-8 Content-Transfer-Encoding: quoted-printable

I support the proposal.

On Feb 12, 2016 2:26 AM, "Bob LeChevalier&q= uot; <lojbab@lojban.org> wro= te:
On 2/11/2016 1:4= 5 AM, Riley Martinez-Lynch wrote:
The groundhog has spoken, and if I understood her message correctly, she said it=E2=80=99s time to to get the 2015 meeting of LLG wrapped up. Ok, it=
wasn=E2=80=99t the groundhog. It was gleki. And I exchanged emails with loj= bab,
who voiced similar sentiments. So let=E2=80=99s do this thing before it get= s too
much further into 2016.


I call the meeting back into order.

I apologize to the community for being essentially silent the last several = weeks.=C2=A0 My health has been very bad; though probably not life-threaten= ing, it wasn't all that far from being so.=C2=A0 Medical testing has be= en slow, and largely inconclusive except to rule out some problems.=C2=A0 M= y sleep has mostly been limited to an occasional hour or two, and when I= 9;ve been awake, I have had little concentration, and a tendency to suddenl= y fall asleep at the computer, or sit zombielike for an hour or two at a ti= me.

Things have been a little better this week, so let's get going.

I still owe the community a more specific health summary, but not right now= .

I should note that I have NOT read most of the comments by people from Dece= mber on what LLG should be doing.=C2=A0 Since I called for the discussion, = I probably should do so.=C2=A0 Again, not right now.

I can=E2=80=99t remember exactly where we left off before the holiday =E2= =80=94 and I
defer to Bob or And =E2=80=93 but I=E2=80=99m fairly certain that we approv= ed Karen
Stein and Curtis Franks as members, and that we discussed the Registered Agent bylaw amendment with the idea of considering it before the
Directors election.

It is indeed correct that we are on the Bylaw amendment, and we were awaiti= ng a text for the amendment including my friendly amendment.=C2=A0 I've= been unable to stay focused enough to do this, so I am glad Riley has step= ped up to propose something.

lojbab suggested changes to the amendment that I proposed, and I agreed
to accept them as a friendly amendment. I understand his concern to
clarify that the case where the Board appoints an individual as a
Registered Agent. Virginia law requires the Registered Agent to be an
officer or director.

The law actually says something about being involved in active management o= f the business, if the person is not a member of the Virginia Bar - i.e a l= awyer, but the only ways we have for active management is in the roles of o= fficer and director.

lojbab suggested that the Board be empowered to
grant =E2=80=9Cex officio=E2=80=9D directorship to such an individual, with= the idea
that Virginia law would be satisfied, but it wouldn=E2=80=99t be otherwise<= br> necessary to shuffle the board. (If I got this wrong, please let me know!)<= br>

The amendment has been seconded.=C2=A0 I'll allow 3 days for discussion= and/or objection.=C2=A0 (Discussion without objection will just reset the = clock.)=C2=A0 If neither occurs, the objection period will end at the end o= f Sunday 14 Feb, UTC, and the amendment will be considered adopted (otherwi= se we'll hold a formal vote).

Because this is a bylaw amendment, I have no problem if the members wish to= have a formal vote.=C2=A0 Just speak up, and the formal vote will be held = for up to three days after discussion ends.

Once the amendment is voted on, we'll move on to the Board election, an= d then on to the regular business of the meeting.

(I'll try to post on the two topics mentioned above during the time per= iod up to the Board election, so as not to hold up the meeting.=C2=A0 The s= tate of my health SHOULD be a consideration on whether I continue to lead t= his organization.)



*Proposed bylaw amendment (Registered Agent)*

=C2=A0 * Add a new section to Article 1

=C2=A0 =C2=A0 Section 3. Registered Agent

=C2=A0 =C2=A0 The corporation shall maintain a Registered Agent in accordan= ce with
=C2=A0 =C2=A0 Laws of the Commonwealth of Virginia. The Registered Agent sh= all
=C2=A0 =C2=A0 maintain a place of business of the Corporation which shall s= erve as
=C2=A0 =C2=A0 the registered office in the Commonwealth of Virginia, which = shall
=C2=A0 =C2=A0 be a place of business of the Corporation. The Virginia Regis= tered
=C2=A0 =C2=A0 Agent shall serve all functions required by the laws of the s= tate of
=C2=A0 =C2=A0 Virginia. The Board of Directors may change its Registered Ag= ent
=C2=A0 =C2=A0 agent from time to time in the manner required by law. The =C2=A0 =C2=A0 Registered Agent may serve as a Director or Officer of the Co= rporation.

=C2=A0 =C2=A0 The Board is authorized to nominate an individual as an =E2= =80=9Cex officio=E2=80=9D
=C2=A0 =C2=A0 Director for the term that the individual serves as Registere= d
=C2=A0 =C2=A0 Agent. The appointment of an =E2=80=9Cex officio=E2=80=9D Dir= ector for this purpose
=C2=A0 =C2=A0 shall not be understood to limit or constrain the election of=
=C2=A0 =C2=A0 Directors by the membership as specified in Article 5.

=C2=A0 * Remove the office of Virginia Registered Agent from the list of =C2=A0 =C2=A0 officers of the corporation and the following language about<= br> =C2=A0 =C2=A0 eligibility for other offices (6.1)
=C2=A0 * Remove the section headed =E2=80=9CVirginia Registered Agent=E2=80= =9D in Article 6


lojbab
Robert LeChevalier
lojbab@lojban.org



_______________________________________________
Llg-members mailing list
Llg-members@loj= ban.org
http://mail.lojban.org/mailman/listinfo/llg-membe= rs
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