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[100.33.73.219]) by smtp.gmail.com with ESMTPSA id x76sm2810385qhb.19.2016.02.10.22.45.28 for (version=TLSv1/SSLv3 cipher=OTHER); Wed, 10 Feb 2016 22:45:28 -0800 (PST) From: Riley Martinez-Lynch Message-Id: <8BCCD0E2-E6D4-4687-9D89-D177E69E1259@gmail.com> Date: Thu, 11 Feb 2016 01:45:27 -0500 To: llg-members@lojban.org Mime-Version: 1.0 (Mac OS X Mail 9.2 \(3112\)) X-Mailer: Apple Mail (2.3112) X-Spam-Score: -2.0 (--) X-Spam_score: -2.0 X-Spam_score_int: -19 X-Spam_bar: -- Subject: [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="===============6511211381889630037==" Errors-To: llg-members-bounces@lojban.org --===============6511211381889630037== Content-Type: multipart/alternative; boundary="Apple-Mail=_D8566DFF-44AF-4A6E-82BE-8ACAAE893A2C" --Apple-Mail=_D8566DFF-44AF-4A6E-82BE-8ACAAE893A2C Content-Transfer-Encoding: quoted-printable Content-Type: text/plain; charset=utf-8 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 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 approved 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. 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. 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=99= t be otherwise necessary to shuffle the board. (If I got this wrong, = please let me know!) So with no further ado, I attach my amended proposal beneath my = signaturel. I ask for a second, in the case that is needed. And that we = consider the measure as soon as possible. =E2=80=94Riley 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 for this purpose shall not be understood to limit or constrain = the election of Directors by the membership as specified in Article 5.=20= 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 --Apple-Mail=_D8566DFF-44AF-4A6E-82BE-8ACAAE893A2C Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset=utf-8
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 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 approved 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.

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. 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 necessary to = shuffle the board. (If I got this wrong, please let me know!)

So with no further ado, = I attach my amended proposal beneath my signaturel. I ask for a second, = in the case that is needed. And that we consider the measure as soon as = possible.

=E2=80=94Riley

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 for 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




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