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Re: [lojban] Re: Verifying LLG's current bylaws
If Robin has an opinion on any of the following points, I will likely
defer to him, since he was Secretary at the time these minutes were
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
version. Nora has not yet found any original that she prepared, and
Robin Powell took over as Secretary/Treasurer prior to the following
meeting. Thus we aren't entirely sure whether these are Nora's product,
or Robin's, though Nora thinks that the style of writing is hers.
Robin was deemed to be responsible for producing minutes during a
discussion at the Board meeting after he was elected Secretary, so
ultimately he was responsible. I have no idea if he has any drafts that
preceded what was put on the website.
The best resolution of the question would be to find the IRC log for the
meeting, which may be on-line somewhere. Adam Raizin had posted a copy
of the log, but the URL is no longer valid. I don't know if someone
else has a copy.
My understanding is that the amendment which was adopted had the
correction indicated by the "Addendum", and in fact, members have been
added immediately if present at the *current* meeting since then. I
would thus rule on a point of order that the indicated addendum was in
fact approved as a bylaw amendment, and the curious wording is meant to
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
the Board of Directors, and I have verified that the 2003 officers were
elected by the Board after the annual meeting had concluded (when the
results of any amendments would have been freshly in mind). So election
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
the meeting announcement, and make my ruling there and then, so that
someone can raise the issue legitimately if they want a new formal vote.
The parliamentarian (John Cowan or Robin) may correct me, if my
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,
in case someone wishes to challenge it. Note that to some extent, the
issue of including this in the Bylaws is moot, since it is Virginia
State Law that requires that one of the officers be a state resident,
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),
differs slightly from 9G3. This is quoted from my email to the member's
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 abstention is essentially a no. The results of the resignation voting will be 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
counter-evidence. I can observe that there was considerable discussion
during the meeting of the nature of LLG as an organization, and I think
that the upshot was that 1) participation in the annual meeting is
all-important, and everything else is more-or-less secondary.
2) there was discussion of "auxiliary members" who would be non-voting,
and would involve some or all of those other qualifications. By being
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
been considered at the meeting as a bylaw amendment due to notice
requirements. So that would explain why what passed was as a resolution
of principle.
Because the issue was contentious and confusing, I am reluctant to see a
specific wording pushed as a bylaw amendment lacking the context of that
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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