LLG 1992 Annual Meeting Announcement
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.