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Date: Wed, 03 Sep 2014 12:06:25 -0400
From: "Bob LeChevalier, President and Founder - LLG" <lojbab@lojban.org>
Organization: The Logical Language Group, Inc.
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Subject: Re: [lojban] Re: Verifying LLG's current bylaws
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If Robin has an opinion on any of the following points, I will likely=20
defer to him, since he was Secretary at the time these minutes were=20
submitted, and he was also active in creating many of the amendments.

On 9/3/2014 5:15 AM, mukti wrote:
> I was able to locate a copy
> <https://groups.google.com/d/msg/lojban/a_Nole6bve0/GOfyA66bkhkJ> of the
> agenda for the 2003 meeting
> <http://www.lojban.org/tiki/LLG+2003+Annual+Meeting+Announcement>, which
> provides clarification regarding the proposed bylaw amendments. Based on
> the agenda and the minutes, I have attempted to reconstruct the
> proceedings, deriving a number of suggested follow-ups. Those
> recommendations are *bolded* below. I would appreciate if anyone,
> particular directors or members of LLG, could either confirm these
> interpretations, or provide additional clarifications.
>
> mi'e la mukti mu'o
>
>     1. An amendment to Article 3 Section 8:
>
>         The phrase "proposal and approval of new members, who shall
>         assume membership immediately if present at the next meeting"
>         should read "proposal and approval of new members, who shall
>         assume membership immediately if present at the current meeting"
>
>
>     This successful motion is described as an addendum, but the meaning
>     of that distinction is not clear. It is preceded in the minutes by
>     an apparently unrelated failed motion to amend Article 5 Section 2.

I suspect that a section of the minutes is missing from the online=20
version.  Nora has not yet found any original that she prepared, and=20
Robin Powell took over as Secretary/Treasurer prior to the following=20
meeting.  Thus we aren't entirely sure whether these are Nora's product,=20
or Robin's, though Nora thinks that the style of writing is hers.

Robin was deemed to be responsible for producing minutes during a=20
discussion at the Board meeting after he was elected Secretary, so=20
ultimately he was responsible.  I have no idea if he has any drafts that=20
preceded what was put on the website.

The best resolution of the question would be to find the IRC log for the=20
meeting, which may be on-line somewhere.  Adam Raizin had posted a copy=20
of the log, but the URL is no longer valid.  I don't know if someone=20
else has a copy.

My understanding is that the amendment which was adopted had the=20
correction indicated by the "Addendum", and in fact, members have been=20
added immediately if present at the *current* meeting since then.  I=20
would thus rule on a point of order that the indicated addendum was in=20
fact approved as a bylaw amendment, and the curious wording is meant to=20
imply a correction rather than a substantive change.

> The relevant motion appears in the agenda as the second part of item 9H:
>
>     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 orwaiver 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
>     atthe end of the meeting if not present; (7) election of Officers;
>     (8)election of Directors, if necessary; (9) unfinished business;
>     (10) newbusiness. ...
>
> A motion to change 3.8.6 from "new members, who shall assume membership
> immediately if present at the next meeting" to "new members, who shall
> assume membership immediately if present at the current meeting" seems
> to have passed, but it's unclear from the 2003 minutes whether or not
> amending the bylaws to reflect this change required passage of the
> parent motion, inserting the election of officers into the order of
> business.

As far as I know, the election of officers has remained a function of=20
the Board of Directors, and I have verified that the 2003 officers were=20
elected by the Board after the annual meeting had concluded (when the=20
results of any amendments would have been freshly in mind). So election=20
of officers should not be part of the order of business.

> So as to verify the will of the membership regarding this matter, *I
> hereby request that consideration of the following bylaw amendment be
> added to the agenda for the 2014 meeting*:
>
>     In Article 3, Section 8, the phrase "proposal and approval of new
>     members, who shall assume membership immediately if present at the
>     next meeting" should be amended to read "proposal and approval of
>     new members, who shall assume membership immediately if present at
>     the current meeting".

Per above, I don't think this is necessary.  But I will mention it in=20
the meeting announcement, and make my ruling there and then, so that=20
someone can raise the issue legitimately if they want a new formal vote.

The parliamentarian (John Cowan or Robin) may correct me, if my=20
intentions are not the correct way to proceed.

>     2. The following succcessful motion does not make explicit reference
>     to amending the bylaws, but was considered during a portion of the
>     meeting which seems to have been devoted to bylaw amendments:
>
>         That a new office be created, effective 2004, which can only be
>         filled by a Virginia resident. The office has no duties in
>         particular. Holding the office is compatible with holding
>         another office or directorship
>
>
> This motion clearly refers to item 9J of the agenda:
>
>     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
>     shallbe 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. Theinitial members of the Board of Directors shall be as per
>     the Articles of Incorporation, which members shall serve until the
>     first AnnualMeeting 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
>
> In the absence of other indications, this appears to represent a
> succesful bylaw amendment which requires no further action. *The text of
> the bylaws
> <http://www.lojban.org/tiki/Bylaws+of+The+Logical+Language+Group%2C+Inc.>=
,
> as reproduced on the lojban.org web site and elsewhere, should be
> immediately updated to reflect this amendment*.

I will so rule, but will also include this in the meeting announcement,=20
in case someone wishes to challenge it.  Note that to some extent, the=20
issue of including this in the Bylaws is moot, since it is Virginia=20
State Law that requires that one of the officers be a state resident,=20
and that there be an office within the state.

>     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. Thenew 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 resolvedby the use of the most
>     recent version of <cite>The Standard Codeof Parliamentary
>     Procedure</cite>, originally by <cite>AliceSturgis</cite> (now being
>     maintained by the <cite>AmericanInstitute of Parliamtarians</cite>).
>
>     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 overridethose rules on any question.</p>
>
> In the absence of other indications, this bylaw amendment appears to
> require no further action. *The text of the bylaws, as reproduced on the
> lojban.org web site and elsewhere, should be immediately updated
> accordingly*.

Agreed.

>     4. Motion 9G3 ("to allow electronic communication for LLG official
>     purposes"). Since the minutes describe the motion as having been
>     "reconsidered", I assume the text may have been included in an
>     earlier motion which failed on initial consideration:
>
>         That all references to postal mail, telephone, and electronic
>         mail throughout the bylaws be removed in favour of completely
>         generic terms such as "notify" and "reasonable and customary
>         forms of communication", unless they are specific exceptions to
>         the principles of the section on Communications (such as a
>         specific need for written notification)


The text of the motion to reconsider, as adjusted by myself (the chair),=20
differs slightly from 9G3.  This is quoted from my email to the member's=20
list dated 6 Jul 2003 calling the vote:

> 1.  I move to reconsider the communications amendment, which is 9(G)3 in =
the agenda
> The motion as made is erroneous, but the chair rules that the intent
is clear. The motion that has in discussion been called the
"communications amendment", and which failed (and hence can be
reconsidered) consists of 9(G)3 and Article 3 Section 2 from 9(G)1,
because that is the way that the chair divided the full motion 9G.
 >
> The agenda with full motion may be found at
> http://www.digitalkingdom.org/~rlpowell/media/llg_meeting/annmeet3.txt
> The text of the motion specifically under reconsideration is repeated at =
the end of this ballot.
>
> [A vote yes will approve the bylaw amendment.  A vote no will reject the =
amendment.  The amendment needs a majority of the members to pass, so an ab=
stention is essentially a no.  The results of the resignation voting will b=
e factored into determining a majority.]
>
> Vote?
>
> 2. I move that, "The membership requests that the Board keep it informed =
of the issues under discussion before it makes its decisions."
>
> Vote?
>
  ************************************
> Full text of the motion under reconsideration:
>
>> 1. 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 approved in separate amendment]
>>
>>     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.
>
> [9(G)2 approved in separate amendment]
>
>> 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.


----------------------

> The original motion appears in the agenda as 9B1:
>
>     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."
>
> 9B1 appears to have passed, but as a resolution of principle rather than
> a bylaw, which was then twice amended to the effect that the endorsed
> resolution varies considerably from the standing bylaw. In order to
> clarify the will of the membership regarding this matter, *I hereby
> request that consideration of the following bylaw amendment, reconciling
> the bylaws with the adopted and amended resolution,** be added to the
> agenda for the 2014 meeting*:
>
>     Article 3, Section 1, Paragraph 3 ("Qualifications of persons ...")
>     should be replaced with the following text:
>
>     Qualifications of both new and ongoing 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, continuing involvement in the
>     activities of the community, and attendance at the AGM or
>     demonstrated participation in the Lojban language language
>     community. Failure to satisfy some of these conditions is not
>     necessarily a disqualification from membership, if some of the other
>     conditions are satisfied to a sufficiently high degree


I don't think this is correct, but cannot find specific=20
counter-evidence.  I can observe that there was considerable discussion=20
during the meeting of the nature of LLG as an organization, and I think=20
that the upshot was that 1) participation in the annual meeting is=20
all-important, and everything else is more-or-less secondary.
2) there was discussion of "auxiliary members" who would be non-voting,=20
and would involve some or all of those other qualifications.  By being=20
non-voting, their presence at the annual meeting would not be vital.

I am pretty sure that whatever came of these discussions could not have=20
been considered at the meeting as a bylaw amendment due to notice=20
requirements.  So that would explain why what passed was as a resolution=20
of principle.

Because the issue was contentious and confusing, I am reluctant to see a=20
specific wording pushed as a bylaw amendment lacking the context of that=20
discussion.

I will consider including this in the announcement to allow discussion.


>     7. An amendment to Article 2 Section 1:
>
>         To add "to support the community of people learning and using
>         this language" and "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
>         language - A Realization of Loglan" or alternatively 'Lojban'."
>         to the statement of purpose of the LLG
>
>
> The full text of this amendment appears as 9C in the agenda:
>
>     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 andorganizations about these activities; to devise and
>     develop means andinstruments needed for these activities; and to
>     accumulate and publishthe results of such studies and developments.
>     In the furtherance ofthese purposes, and in addition to the above
>     activities, The LogicalLanguage Group, Inc. may award grants to
>     individuals forexperimentation, 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".
>
> In the absence of other indications, this appears to represent a
> succesful bylaw amendment which requires no further action. *The text of
> the bylaws as reproduced on the lojban.org web site and elsewhere,
> should be immediately updated to reflect this amendment*.

I agree, subject to Robin's concurrence.

lojbab

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