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From: Bob LeChevalier <lojbab@lojban.org>
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Date: Fri, 12 Feb 2016 02:26:18 -0500
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Subject: Re: [Llg-members] co'a co'u dursipna
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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=92s time to to get the 2015 meeting of LLG wrapped up. Ok, it
> wasn=92t the groundhog. It was gleki. And I exchanged emails with lojbab,
> who voiced similar sentiments. So let=92s 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 =

several 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 mostly been limited to an occasional hour or =

two, and when I've been awake, I have 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=92t remember exactly where we left off before the holiday =97 and I
> defer to Bob or And =96 but I=92m 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.

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 of officer and director.

lojbab suggested that the Board be empowered to
> grant =93ex officio=94 directorship to such an individual, with the idea
> that Virginia law would be satisfied, but it wouldn=92t be otherwise
> 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 =

for 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 =

period 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 Corporatio=
n.
>
>     The Board is authorized to nominate an individual as an =93ex officio=
=94
>     Director for the term that the individual serves as Registered
>     Agent. The appointment of an =93ex officio=94 Director for this purpo=
se
>     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 =93Virginia Registered Agent=94 in Article 6


lojbab
Robert LeChevalier
lojbab@lojban.org


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