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[Wikineurotic] Wiki page LLG 1992 Annual Meeting Announcement created by mukti



The page LLG 1992 Annual Meeting Announcement was created by mukti at 00:07 PDT
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''Posted by lojbab to lojban, August 13, 1992:''



     In accordance with the Bylaws, notice is hereby given that the

Annual Meeting of the members of The Logical Language Group, Inc. will be

held on Sunday, August 16, 1992 at 9:30AM EDT at the Corporation princi-

pal office at 2904 Beau Lane, Fairfax, Virginia 22031.

     This notice is being sent to all voting members of LLG, and to other

people who are expected to be at the meeting, or who came last year and

hence might be interested in attending this year, or who otherwise have a

reason to be interested.

     According to the Bylaws, there is no requirement for prior

announcement of the agenda of an annual meeting; all manner of business

is in order.  Actions can be taken by the members without the requirement

of prior notice.  However, Article 9 on Bylaw amendment states:

     A written notice shall have been sent to each member at his last

     known address at least ten (10) days before such Annual or Special

     meeting, which notice shall state the alterations, amendments, or

     changes which are proposed to be made in such By-Laws.  Only such

     changes as have been specified in the notice shall be made.  If,

     however, all the members shall be present at any regular or Special

     meeting, these By-Laws may be amended by unanimous vote, without any

     previous notice.



     Last year's annual meeting directed the inclusion of specific bylaw

amendments in this year's agenda.  In addition, an expected item for

discussion, overseas members, prompts me to propose some Bylaw amendments

in that subject area so as to allow such changes (not necessarily with

the exact wording proposed - I have not interpreted that above Bylaw as

confining Bylaw changes to the wording proposed in the announcement.)

This announcement constitutes notice of these proposals per the above

requirement.

     There is no quorum requirement for an annual meeting, but over 1/2

of all members must vote in favor of a Bylaw amendment for it to be

effective.  If you are a member, and do not plan to attend the meeting in

person, we ask that you take one of the following actions:



     1. Provide a written proxy, either stating your vote on proposed

Bylaw amendments, or delegating your vote to another person you expect

will be in attendance.  We, or your delegated representative, must have

your proxy at the start of the meeting.

     2. Arrange for attendance by telephone, such that we will telephone

you at a specific time to obtain your vote.  This arrangement should

include a written statement that you should be considered in attendance

subject to such telephone consultation.  We need this statement prior to

the meeting.

     3. Resign your membership so that your non-presence does not affect

the vote totals.



     We expect that there will be members not in attendance at this

meeting, hence your following the above procedures could be important to

whether we can approve the Bylaw amendments.



             Proposed Agenda, as prepared by Bob LeChevalier

(1) roll call

(2) proof of notice of meeting or waiver of notice

(3) reading of Minutes of preceding meeting

     a motion to waive this will be heard

(4) reports of Officers

     a. President's report

          language status

          book status



          legal status             2

     b. Secretary/Treasurer's report

          Bob LeChevalier will give a financial report on behalf of the

               Treasurer

(5) reports of committees

     The only officially constituted committee is one consisting of

     Athelstan and Guy Garnett for evaluating and deciding on allocation

     of certain funds to support needy non-payees who want to receive our

     materials.  This committee has been inactive due to Athelstan's

     injury, and is not expected to report.  The President would like to

     solicit volunteers to spend a little time at LogFest or shortly

     afterwards to make the limited decisions applicable to this

     committee that need to be made.

(5a) At this point in the agenda, a motion will be heard to consider

     unfinished business Bylaw Amendment number 5, as listed below, and

     to thereafter vote on possible new members who are present at the

     meeting.  This may, at the discretion of members present, include

     the discussion of overseas members and associated Bylaw amendments

     per New Business.

(6) Election of Directors

     The President is proposing a slate consisting of all current

     Directors except Athelstan, who is not yet recovered sufficiently to

     participate in active governance of the organization on a regular

     basis.

(7) Unfinished Business

     a. Negotiation stance with the Institute

               Last year, the membership directed policy to be that there

          be no further expenditure of resources on negotiations with the

          Institute unless there is a change in their policy.  In the

          last year, there have since been two events of change in their

          policy that have caused the President to determine that

          negotiations were appropriate.



               1) Shortly before the oral arguments in TLI's legal appeal

          last November, there was indication that JCB was willing to

          meet with us when he visited Washington DC for the oral argu-

          ments.  After consulting with the Board and determining that

          this was a significant change in their policy, Athelstan, John

          Cowan, and I prepared inputs for such a meeting and sent them

          to TLI.  Part or all of these inputs are included as an

          attachment to this announcement.

               TLI indicated that they were not prepared to discuss on

          the basis of this agenda, and no meeting took place; the

          implication was that TLI's position was essentially unchanged,

          and that we had misread their intent with regard to the

          possibility of negotiation of a settlement.



               2) After an initial feeler immediately after the Appeals

          Court decided in our favor last April, Robert McIvor, as an

          authorized representative of TLI, contacted me in June to in-

          dicate that TLI considers the legal battle to be at an end.  He

          indicated that he was authorized to initiate negotiations with

          us, presuming our November agenda as a statement of our current

          position.  He indicated that he was representing TLI, and not

          JCB in particular, JCB having delegated negotiation to McIvor

          and some unidentified-to-us Board Member.

               McIvor was one of the people present at the original

          meeting declaring "Lojban - A Realization of Loglan", and has

          often expressed some sympathy with our positions, though

          retaining loyalty to JCB.  He is not currently an officer of

          TLI, though he is a Member, a Member of the Loglan Academy, and



          'Chief Grammarian' of TLI Loglan as one of the original team of                                   3

          Loglan YACCers.

               The initial position paper from TLI offered no significant

          change of position on their behalf, and indeed was offensively

          unacceptable, being essentially a call for the status quo ante

          the split with TLI, with TLI's policies intact and 'the Lojban

          experience' absorbed into TLI Loglan on a basis determined by

          their Academy.  However there was some indication of another

          acceptable avenue, wherein each side would be allowed to

          present its case to the other organization's 'membership'

          (defined in our case probably as our JL subscribers and other

          active language users), with a vote being held to determine the

          nature of any merger of the two languages.

               I communicated the unacceptability of status quo ante the

          split, but indicated that the vote option may be acceptable to

          our membership, though I cautioned him that I saw no chance

          that our membership, however defined, would accept a return to

          the TLI Loglan version at this stage.  I did indicate, and I

          believe, that we have a fair chance, on the other hand, of con-

          vincing a fair vote of the TLI membership to accept a

          conversion to Lojban done with consideration.  Part or all of

          my response is included as an attachment.

               McIvor has indicated in response that his people are

          studying our response, and that he considers that there is

          likely benefit in continued negotiations.  To this end, he has

          placed a paid order for materials through level 3 and a JL

          subscription, and has indicated interest in being consulted on

          any ongoing technical decisions to try to keep the two language

          versions from drifting further apart.  He has also indicated

          that he has proposed and expects approval of some TLI Loglan

          changes inspired by our criticisms, that sound like they bring

          the two languages closer together.

               On the other hand, he did not see that progress was far

          enough along that there was benefit in his attending LogFest

          (though he did consider doing so), and he is instead proposing

          to visit here approximately the 1st of December while enroute

          to wintering in Florida.  I have indicated to him that 1) I

          cannot promise to be available then due to my personal situa-

          tion, 2) I would need direction from the membership for further

          negotiations, and 3) that by December we would be likely to

          have at least one book published and would be far less likely

          to seriously consider any changes to Lojban in concession to

          TLI.

               There has been no further discussion at this writing,

          though I expect to see something more prior to LogFest, and

          will make same available to those who attend.

               I would like the membership to consider whether any

          changes to our negotiation policy and stance are in order, and

          will consider motions under Unfinished Business.

     b. Bylaw amendment Proposals forwarded from last year, per below.

     c. Modification of the Electronic Distribution Policy to eliminate

          the discussion of electronic checksums, which has proven

          technically impractical.

     d. A report on the grammar baseline status will be made.  There is

          one significant grammar change proposal, and numerous minor

          changes, all intended for official incorporation at the time of

          the publication of the first book, expected this fall.  (The

          major change does not noticeably affect much text that has been

          written, but implies a radical change in perspective on the se-

          mantics of relative clauses, and the grammar that dictates the

          choice of semantics, which is currently vague to the point of



          possibly being 'broken').  John Cowan and I are seeking con-                                   4

          currence of the membership with this plan.



(8) new business

     a. Consideration for baselining the rafsi list, after consensus

regarding any changes deriving from Bob's rafsi analysis report, which we

will discuss outside of the formal meeting.

     b. John Cowan has indicated intent to propose at least one new

person from overseas (probably Nick Nicholas) and possibly more, for

voting membership.  These people are unlikely to attend meetings, making

their participation perhaps problematical, but John argues that at least

symbolically, LLG as an international effort should have at least some

foreign members.  Bob is proposing some possible Bylaw amendments below

to resolve some of the problems that would be expected, which can be

considered in conjunction with this discussion.

     c. Other new business as proposed



                        Proposed Bylaw amendments



                              Old business



>From last years' meeting minutes:

     There was also a motion that we change the "10 days" notice for

     meetings to "15 days".  However, since this was not on the agenda

     and not all members are present, the motion was withdrawn.  However,

     we agreed that for the next meeting we would give 15 days notice.

     And, at the next annual meeting we would propose as changes to the

     bylaws:

          1) at least 15 calendar days notice for the members' meeting.

          2) at least 15 calendar days notice for all other required

               notices.

          3) Change the agenda order such that the voting on new members

               be done just after the committee reports and before the

               election of directors.



1.  Amendment to the Bylaws per the above:  amend Article 3, Section 4,

which reads:

     Section 4.  Annual Meeting.  The annual meeting of the members shall

     nominally be held at such place and time as the Directors shall

     designate.  In the absence of any such designation, the annual

     meeting shall be held at the principal address of the organization

     on the first Sunday following the 20th day of June each year, at 10

     o'clock in the morning of that day.  The Secretary/Treasurer shall

     serve personally, or send through the post office, at least ten (10)

     days before such meeting a notice thereof, addressed to each member

     at his last known post office address; but at any meeting at which

     all members shall be present, or of which all members not present

     have waived notice in writing, the giving of notice as above

     required may be dispensed with.



to read:

     Section 4.  Annual Meeting.  The annual meeting of the members shall

     nominally be held at such place and time as the Directors shall

     designate.  In the absence of any such designation, the annual

     meeting shall be held at the principal address of the organization

     on the first Sunday following the 20th day of June each year, at 10

     o'clock in the morning of that day.  The Secretary/Treasurer shall

     serve personally, or send through the post office, at least fifteen

     (15) calendar days before any meeting a notice thereof, addressed to

     each member at his last known post office address; but at any

     meeting at which all members shall be present, or of which all



     members not present have waived notice in writing, the giving of                                   5

     notice as above required may be dispensed with.



2.  Amendment to the Bylaws per the above:  amend Article 3, Section 5,

which reads:

     Section 5.  Special Meetings.  Special meetings of the members,

     other than those regulated by Statute, may be called at any time by

     a majority of the Directors.  The Secretary/Treasurer shall serve

     personally, or send through the post office, at least ten (10) days

     before such meeting a notice thereof, addressed to each member at

     his last known post office address.  Such notice shall contain a

     statement of the business to be transacted at such meeting; at any

     meeting at which all members shall be present in person or by proxy,

     or for which members not present have waived notice in writing, the

     giving of notice as above described may be dispensed with.  No

     business, other than that specified in the call for the meeting,

     shall be transacted at any Special meeting of the members.



so that the second sentence reads:

     The Secretary/Treasurer shall serve personally, or send through the

     post office, at least ten (15) days before such meeting a notice

     thereof, addressed to each member at his last known post office ad-

     dress.



3.  Amendment to the Bylaws per the above:  amend Article 4, Section 6,

which reads:

     Section 6.  Notice of Meetings.  Notice of meetings, other than the

     regular Annual meeting shall be given by service upon each Director

     in person, or by mailing to him at his last known post office ad-

     dress, at least ten (10) calendar days before the date therein

     designated for such meeting, including the day of mailing, of a

     written or printed notice thereof, specifying the time and place of

     such meeting, and the business to be brought before the meeting, and

     no business other than that specified in such notice shall be

     transacted at any Special meeting.  However, at any meeting at which

     every member of the Board of Directors shall be present in person,

     by mail, or by telephone, although held without notice, any business

     may be transacted which might have been transacted if the meeting

     had been duly called.



to read:

     Notice of meetings, other than the regular Annual meeting shall be

     given by service upon each Director in person, or by mailing to him

     at his last known post office address, at least fifteen (15)

     calendar days before the date therein designated for such meeting,

     including the day of mailing, of a written or printed notice

     thereof, specifying the time and place of such meeting, and the

     business to be brought before the meeting, and no business other

     than that specified in such notice shall be transacted at any

     Special meeting.



     Bob will oppose this amendment as written.  The Board of Directors

has not held a formal meeting in the last year, since due to Athelstan's

injury, notice would have been required for any such meeting.  The few

issues that have come up warranting Board discussion, needed resolution

more quickly than even the 10 days notice required by the Bylaws.  Hence

we were forced to consult by telephone among the remaining 4 Board

members without formally conducting a meeting.  This is an irregular way

to run an organization; the Board of Directors is supposed to exist in

order to allow day-to-day policy decisions to be made more rapidly than

is possible when a Members' meeting must be called, and it isn't working.

Amendments to the above amendment which allow for telephone and/or



electronic mail notice certified in the minutes by the                                   6

Secretary/Treasurer, and/or an amendment which specifies the resignation

or removal of a Board member who cannot/does not participate in meetings,

can be considered (this paragraph constitutes notice of consideration of

such amendments, with wording to be decided by the members present).



4. Amend Article 9, which reads:

                                  ARTICLE 9

                      Approval and Amendment of By-Laws



     These By-Laws shall be made, altered, amended, added to, or

     rescinded by a majority of the total current members of The Logical

     Language Group, Inc. at a meeting called for that purpose or at the

     annual meeting, with the following exceptions:

               a. any Bylaw dealing with the removal of Directors shall

          be made, altered, amended, or rescinded by a vote of two-thirds

          (2/3) of the total current members of The Logical Language

          Group, Inc. at a meeting called for that purpose.

               b. any amendments to Article 11 Dissolution shall be

          unanimously approved by the Board of Directors, proposed by

          them to the members, and approved at a meeting by two-thirds

          (2/3) of the members.

     A written notice shall have been sent to each member at his last

     known address at least ten (10) days before such Annual or Special

     meeting, which notice shall state the alterations, amendments, or

     changes which are proposed to be made in such By-Laws.  Only such

     changes as have been specified in the notice shall be made.  If,

     however, all the members shall be present at any regular or Special

     meeting, these By-Laws may be amended by unanimous vote, without any

     previous notice.



so that the first sentence of the last paragraph reads:

     A written notice shall have been sent to each member at his last

     known address at least fifteen (15) days before such Annual or

     Special meeting, which notice shall state the alterations,

     amendments, or changes which are proposed to be made in such By-

     Laws.



5. Amend Article 3, Section 8, which reads:

     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) election of Directors, if necessary; (7)

     unfinished business; (8) new business.  In case of dispute over

     meeting procedures, Robert's Rules of Order shall serve as the basis

     of resolution, although a majority of members present may vote to

     override those rules on any question.



to insert an item after (5), as follows:

     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 (7) election of Directors, if necessary; (8) unfinished

     business; (9) new business.  In case of dispute over meeting

     procedures, Robert's Rules of Order shall serve as the basis of

     resolution, although a majority of members present may vote to

     override those rules on any question.



     Bob will propose that this shall be amended to specifically

indicate: "(6) proposal and approval of new members, who shall assume

membership immediately if present at the meeting, or at the end of the

meeting if not present."  This prevents a paradox whereby new members

(especially overseas ones who would not likely be present) might cause

the meeting to no longer be in accordance with the bylaws due to lack of

notice, etc.



                              New Business



     Bob proposes for consideration the following amendments, related to

the question of adding members who reside in other countries and are

unlikely to be able to attend meetings.



6. Further amend Article 3, Section 4 to read (full text in old business

- 1)

     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; but

     at any meeting at which all members shall be present, or of which

     all members not present have waived notice in writing, the giving of

     notice as above required may be dispensed with.



7. Further amend Article 3, Section 5 to read (full text in old business

- 2)

     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.



8. Amend Article 3, Section 2, which reads:

     Section 2.  Voting.  Each member shall be entitled to one (1) vote,

     and all his right, title, and interest in and to the Corporation

     shall cease on termination of his membership.  No member shall be

     entitled to share in the distribution of the Corporate assets upon

     the dissolution of the Corporation.  Members may assign their vote

     to a representative by written proxy.



so that the last sentence reads:



     Members may assign their vote to a representative by written or                                   8

     electronically-mailed proxy, and/or may specify voting on specific

     issues in such a proxy.



and add the following paragraph:

     Any member who does not expect to be physically present at a meeting

     may request that they be permitted to participate via telephone,

     mail, or electronic mail.  The President or a majority of Members

     present physically or by proxy may also declare a meeting to extend

     to some or all Members not physically present.  In either case, the

     meeting will be conducted in accordance with Section 7 below, with

     the President setting a reasonable time limit for responses before

     declaring voting closed on any issue.



     9. Bob feels that all other references in the Bylaws which relate to

notice and/or communication in connection with the rights and duties of

members are vague enough to include the possibility of electronic mail as

an alternate means of notice, or communication.  However, notice is

hereby given that members present may propose other amendments relating

to the ability of overseas members to participate in governance of the

organization, with specific wording to be approved at the meeting, and

such amendments will be considered in order under the Bylaws.


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