[lojban] Re: Verifying LLG's current bylaws

I was able to locate a copy of the agenda for the 2003 meeting, 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.

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 or waiver 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 at the end of the meeting if not present; (7) election of Officers; (8) election of Directors, if necessary; (9) unfinished business; (10) new business. ...

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.

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".

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 shall be 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. The initial members of the Board of Directors shall be as per the Articles of Incorporation, which members shall serve until the first Annual Meeting 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, as reproduced on the lojban.org web site and elsewhere, should be immediately updated to reflect this amendment.

3. An amendment to Article 3 Section 8:

That The Standard Code of Parliamentary Procedure, in its most recent version, be the Parliamentary Authority for the LLG (where not specifically overruled by the Bylaws, Articles of Incorporation, or relevant laws and statutes)

This motion does appear to have been incorporated in the current text of the bylaws, superseding a bylaw amendment passed by the 1996 annual meeting specifying "Standard Parliamentary Code 3rd edition".

The 2003 text of the bylaws, as included with the 2003 Annual Meeting announcement, actually included the referenced text ("The Standard Code of Parliamentary Procedure, in its most recent version"). So it appears that the following bylaw amendments (from 9G1 and 9G2) are not yet reflected in the current text of the bylaws:

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. 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 resolved by the use of 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>).

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 override those 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.

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 actual text of 9G3 follows:

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 following section should also be added to the new Section 3 per 9G1:

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.

Sections 3.1 and 3.2 per 9G1 appear to have received separate consideration ("Lojbab submits alternate amendments separating the addition of section 1 of the proposed new article from the remainder of the changes, as two separate amendments. Rationale: The use of Sturgis as general authority is a separate issue

from the communications issue."). According to the 2003 minutes, both amendments appear to have passed.

5. An amendment to Article 3 Section 1:

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. 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

This motion is described as a "friendly amendment" to a motion to add "continuing involvement" to the list of qualifications for LLG membership. That motion appears to have been amended such that it was demoted to a "resolution of principle rather than a bylaw amendment". However, the amendment that contains this text follows the motion which converted the previous bylaw amendment to a resolution. I assume that the quoted text is intended to amend the resolution of principle rather than the bylaws, but given other doubts, I'm asking for clarification.

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

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 and organizations about these activities; to devise and develop means and instruments needed for these activities; and to accumulate and publish the results of such studies and developments. In the furtherance of these purposes, and in addition to the above activities, The Logical Language Group, Inc. may award grants to individuals for experimentation, 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.