https://mw.lojban.org/index.php?title=LLG_Bylaws_(1992)&feed=atom&action=historyLLG Bylaws (1992) - Revision history2024-03-28T21:05:50ZRevision history for this page on the wikiMediaWiki 1.38.4https://mw.lojban.org/index.php?title=LLG_Bylaws_(1992)&diff=113754&oldid=prevMukti: Marking as LLG page2015-05-16T20:36:47Z<p>Marking as LLG page</p>
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<td colspan="2" style="background-color: #fff; color: #202122; text-align: center;">Revision as of 20:36, 16 May 2015</td>
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</table>Muktihttps://mw.lojban.org/index.php?title=LLG_Bylaws_(1992)&diff=111216&oldid=prevGleki: Created page with "''As posted by lojbab to lojban, August 13, 1992:'' BYLAWS OF THE LOGICAL LANGUAGE GROUP, INC. ARTICLE 1 Name, Seal and Offices Section 1. Name. The name of this Corporati..."2015-01-21T10:51:01Z<p>Created page with "''As posted by lojbab to lojban, August 13, 1992:'' BYLAWS OF THE LOGICAL LANGUAGE GROUP, INC. ARTICLE 1 Name, Seal and Offices Section 1. Name. The name of this Corporati..."</p>
<p><b>New page</b></p><div>''As posted by lojbab to lojban, August 13, 1992:''<br />
<br />
BYLAWS OF THE LOGICAL LANGUAGE GROUP, INC.<br />
<br />
ARTICLE 1 <br />
Name, Seal and Offices<br />
<br />
Section 1. Name. The name of this Corporation is THE LOGICAL LANGUAGE <br />
GROUP, INC., (A Non-Profit Corporation), and shall for convenience be <br />
referred to in this instrument as the Corporation. By a majority vote <br />
of the members, the Corporation may change its name. The Corporation <br />
may also operate under the trade name "Lojbangirz" at the discretion of <br />
the Board of Directors.<br />
<br />
Section 2. Offices. The principal office of the Corporation shall be at <br />
2904 Beau Lane, Fairfax, Virginia 22031. The Board of Directors may <br />
from time to time move the principal office to any other address in <br />
Virginia.<br />
<br />
<br />
ARTICLE 2 <br />
Purpose<br />
<br />
Section 1. Purpose. The Logical Language Group, Inc. is established to <br />
promote the scientific study of the relationships between language, <br />
thought and human culture; to investigate the nature of language and to <br />
determine the requirements for an artificially-engineered natural <br />
language; to implement and experiment with such a language; to devise <br />
and promote applications for this language in fields including but not <br />
limited to linguistics, psychology, philosophy, logic, mathematics, <br />
computer science, anthropology, sociology, education, and human biology; <br />
to conduct and support experimental and scholarly research in these <br />
fields as they may bear upon the problems of artificial language <br />
development; to communicate with and to educate interested persons and <br />
organizations about these activities; to devise and develop means and <br />
instruments needed for these activities; and to accumulate and publish <br />
the results of such studies and developments. In the furtherance of <br />
these purposes, and in addition to the above activities, The Logical <br />
Language Group, Inc. may award grants to individuals for <br />
experimentation, travel, publication, study and similar activities.<br />
<br />
Section 2. Allowable Actions. To these ends The Logical Language Group, <br />
Inc. shall receive and hold by bequest, devise, gift, grant, purchase, <br />
lease, or otherwise, any property, real, personal, tangible, or <br />
intangible, or any undivided interest therein, without limitation as to <br />
amount or value; to sell, convey, or otherwise dispose of any such <br />
property and to invest, re-invest, or deal with and administer the <br />
principal or the income thereof in such manner as, in the judgment of <br />
the Directors, will best promote the purposes of The Logical Language <br />
Group, Inc. without limitation, except such limitations, if any, as may <br />
be contained in the instrument under which such property is received, <br />
the Articles of Incorporation, these By-Laws, or any laws applicable <br />
thereto.<br />
<br />
Section 3. Disallowed Actions. Notwithstanding any of the provisions of <br />
the Articles of Incorporation or Bylaws, no member, Director, Officer, <br />
employee, or representative of this Corporation shall take any action or <br />
carry on any activity by or on behalf of the Corporation not permitted <br />
to be conducted or carried on by an organization exempt under Section <br />
501(c)(3) of the Internal Revenue Code of 1954 and its regulations as <br />
they now exist, or as they may hereafter be amended, or by an <br />
organization, contributions to which are deductible under Section <br />
170(c)(2) of such Code and regulations as they now exist, or as they may <br />
hereafter be amended.<br />
<br />
No member, Director, Officer, employee, or representative of this <br />
Corporation shall discriminate against any person on the basis of race, <br />
sex, religion or creed, or national origin while performing any action <br />
or carrying on any activity on behalf of the Corporation.<br />
<br />
<br />
ARTICLE 3 <br />
Members and Meeting of Members<br />
<br />
Section 1. Membership. The members of the Corporation shall initially <br />
consist of: Robert J. LeChevalier, Nora T. LeChevalier, John <br />
Parks-Clifford, Tommy Whitlock, Jeffrey Taylor.<br />
<br />
Other persons may be named members upon recommendation for membership by <br />
any member and by election by a majority of all the members of the <br />
Corporation, in person or by proxy. Such election need not take place <br />
at a formal meeting of the membership, but the Secretary/Treasurer shall <br />
be required to certify that a majority of the membership has supported <br />
the recommendation.<br />
<br />
Qualifications of persons proposed for membership shall be (a) <br />
competence in one or more of the fields of science or scholarship listed <br />
in Article 2, above, and/or (b) high personal dedication to the purposes <br />
of The Logical Language Group, Inc. as set forth in that Article.<br />
<br />
No potential member shall be discriminated against on the grounds of <br />
race, sex, religion or creed, or national origin.<br />
<br />
Section 2. Voting. Each member shall be entitled to one (1) vote, and <br />
all his right, title, and interest in and to the Corporation shall cease <br />
on termination of his membership. No member shall be entitled to share <br />
in the distribution of the Corporate assets upon the dissolution of the <br />
Corporation. Members may assign their vote to a representative by <br />
written proxy. <br />
Section 3. Resignation of Members. At any time, a member may resign his <br />
membership, which is hereby declared nontransferable, and his rights and <br />
responsibilities shall thereafter be immediately at an end. A member <br />
may resign from the Corporation by delivering a written resignation to <br />
the President or Secretary/Treasurer of the Corporation. A member shall <br />
also be considered to have resigned, if, after proper notice of an <br />
annual meeting has been sent, the member fails to submit a proxy or <br />
written intent to participate by telephone, AND, the members present at <br />
the meeting confirm by vote to accept this failure as a sign of <br />
resignation.<br />
<br />
Section 4. Annual Meeting. The annual meeting of the members shall <br />
nominally be held at such place and time as the Directors shall <br />
designate. In the absence of any such designation, the annual meeting <br />
shall be held at the principal address of the organization on the first <br />
Sunday following the 20th day of June each year, at 10 o'clock in the <br />
morning of that day. The Secretary/Treasurer shall serve personally, or <br />
send through the post office, at least ten (10) days before such meeting <br />
a notice thereof, addressed to each member at his last known post office <br />
address; but at any meeting at which all members shall be present, or of <br />
which all members not present have waived notice in writing, the giving <br />
of notice as above required may be dispensed with. <br />
Section 5. Special Meetings. Special meetings of the members, other<br />
<br />
<br />
than those regulated by Statute, may be called at any time by a majority <br />
of the Directors. The Secretary/Treasurer shall serve personally, or <br />
send through the post office, at least ten (10) days before such meeting <br />
a notice thereof, addressed to each member at his last known post office <br />
address. Such notice shall contain a statement of the business to be <br />
transacted at such meeting; at any meeting at which all members shall be <br />
present in person or by proxy, or for which members not present have <br />
waived notice in writing, the giving of notice as above described may be <br />
dispensed with. No business, other than that specified in the call for <br />
the meeting, shall be transacted at any Special meeting of the members. <br />
The Board of Directors shall also, in like manner, call a Special <br />
meeting of members whenever so requested in writing by not less than a <br />
majority of the members.<br />
<br />
Section 6. Quorum. Provided that notice of the meeting has been sent in <br />
accordance with Section 4 or Section 5, as appropriate, there shall be <br />
no minimum quorum for a meeting. Without such notice, a majority of the <br />
members must be present in order for a meeting to take place. Presence <br />
may be established in person, or by proxy. In addition, a member may be <br />
considered present through direct telephone contact or by mail <br />
participation as described in Section 7 below. In the event of there <br />
not being a quorum present, then the meeting shall be adjourned to some <br />
further date, not more than five (5) days later.<br />
<br />
Section 7. Meetings When Members are Apart. Meetings of members may be <br />
held in person or by the use of telephones or by the mails, or any <br />
combination thereof. Telephone meetings may be by conference, or <br />
telephone calls may be sequentially placed to all non-present members by <br />
the calling officer with at least one other person present as witness. <br />
Proposals may be made either orally or in writing, as the case may be, <br />
and adopted or rejected either orally or in writing, as if the meeting <br />
had been held in person. Except as otherwise provided by Statute, The <br />
Articles of Incorporation, or these Bylaws, all questions shall be <br />
decided by a majority of all members present or by proxy, mail, or <br />
telephone.<br />
<br />
Upon request by any member, all of the approving members on any decision <br />
shall manifest their consent in writing and such consent shall be filed <br />
in the Minutes Book. Provided that the Secretary/Treasurer or his/her <br />
designate shall certify that all members have been included in the <br />
meeting by attendance, by telephone, or by mail, an adopted action may <br />
be implemented before such written consent is obtained.<br />
<br />
Section 8. Order of Business. The order of business of all meetings of <br />
the members shall be as follows: (1) roll call; (2) proof of notice of <br />
meeting or waiver of notice; (3) reading of Minutes of preceding <br />
meeting; (4) reports of Officers; (5) reports of committees; (6) <br />
election of Directors, if necessary; (7) unfinished business; (8) new <br />
business. In case of dispute over meeting procedures, Robert's Rules of <br />
Order shall serve as the basis of resolution, although a majority of <br />
members present may vote to override those rules on any question. <br />
Section 9. The Board of Directors may establish a Sustaining Membership, <br />
independent of the governing membership described in the previous <br />
sections of this article. The qualifications for sustaining members <br />
shall include a minimum annual financial donation to the organization, <br />
the amount to be set by the Board, and other qualifications may be added <br />
by the Board. The Board will also set forth any benefits of Sustaining <br />
Membership. Any and all provisions elsewhere in these Bylaws relating <br />
to "members", shall not be interpreted to mean "sustaining members", <br />
although there is no restriction or penalty against a person being both <br />
a voting member and a sustaining member, gaining the responsibilities <br />
and benefits of each role.<br />
<br />
No potential sustaining member shall be discriminated against on the <br />
grounds of race, sex, religion or creed, or national origin.<br />
<br />
<br />
ARTICLE 4 <br />
Directors<br />
<br />
All the Corporate powers, except such as are otherwise provided for in <br />
these By-Laws, the Articles of Incorporation, and the Laws of the <br />
Commonwealth of Virginia, shall be and are hereby vested in and shall be <br />
exercised by the Board of Directors. The Board of Directors may by <br />
general resolution delegate to committees of its own number, or to <br />
Officers of the Corporation, such powers as it may see fit.<br />
<br />
Section 1. Number. The affairs and business of this Corporation shall <br />
be managed by a Board of Directors, who shall be members of the <br />
Corporation, and at least one (1) of such Directors shall be a resident <br />
of the Commonwealth of Virginia and a citizen of the United States. The <br />
initial members of the Board of Directors shall be as per the Articles <br />
of Incorporation, which members shall serve until the first Annual <br />
Meeting of the members.<br />
<br />
Section 2. How Elected. At the Annual Meeting of members, the three (3) <br />
persons receiving a plurality of the votes cast and up to four (4) <br />
additional persons receiving a majority of votes shall be Directors and <br />
shall constitute the Board of Directors for the ensuing year.<br />
<br />
Section 3. Term of Office. The term of office of each of the Directors <br />
shall be one (1) year, and thereafter until his successor has been <br />
elected.<br />
<br />
Section 4. Duties of Directors. The Board of Directors shall have the <br />
control and general management of the affairs and business of this <br />
Corporation. Such Board of Directors shall in all cases act as a Board, <br />
regularly convened, by a majority, and it may adopt such rules and <br />
regulations for the conduct of its meetings and the management of the <br />
Corporation as it may deem proper, not inconsistent with the Articles of <br />
Incorporation, these By-Laws, and the Laws of the Commonwealth of <br />
Virginia.<br />
<br />
Section 5. Directors' Meetings. Regular meetings of the Board of <br />
Directors shall be held immediately following the Annual Meeting of the <br />
members and at such other times as the Board of Directors may determine. <br />
Special meetings of the Board of Directors may be called by the <br />
President at any time, and shall be called by the President or <br />
Secretary/Treasurer upon the written request of two (2) Directors.<br />
<br />
Meetings of Directors may be held in person or by the use of telephones <br />
or by the mails, or any combination thereof. Telephone meetings may be <br />
by conference, or telephone calls may be sequentially placed to all <br />
Directors by the calling officer with at least one other person present <br />
as witness. Proposals may be made either orally or in writing, as the <br />
case may be, and adopted or rejected either orally or in writing, as if <br />
the meeting had been held in person.<br />
<br />
Upon request of any Director with regard to any decision of the Board, <br />
all of the approving Directors shall manifest their consent in writing <br />
and such consent shall be filed in the Minutes Book. Provided that the <br />
Secretary/Treasurer or his/her designate shall certify that all <br />
Directors have been included in the meeting by attendance, by telephone, <br />
or by mail, an adopted action may be implemented before such written <br />
consent is obtained.<br />
<br />
Section 6. Notice of Meetings. Notice of meetings, other than the <br />
regular Annual meeting shall be given by service upon each Director in <br />
person, or by mailing to him at his last known post office address, at<br />
<br />
least ten (10) calendar days before the date therein designated for such <br />
meeting, including the day of mailing, of a written or printed notice <br />
thereof, specifying the time and place of such meeting, and the business <br />
to be brought before the meeting, and no business other than that <br />
specified in such notice shall be transacted at any Special meeting. <br />
However, at any meeting at which every member of the Board of Directors <br />
shall be present in person, by mail, or by telephone, although held <br />
without notice, any business may be transacted which might have been <br />
transacted if the meeting had been duly called. <br />
Section 7. Quorum. At any meeting of the Board of Directors, a majority <br />
of the Board shall constitute a quorum for the transaction of business; <br />
but in the event of a quorum not being present, then the meeting shall <br />
be adjourned to some future time, not more than five (5) days later. <br />
When a meeting is held by sequential telephone calls or by mail, quorum <br />
requirements shall be considered fulfilled provided that all Board <br />
members have been consulted per the requirements of Section 5, or that, <br />
if a meeting was held with proper notice in accordance with Section 6, a <br />
majority of the Board was successfully consulted with attempts having <br />
been made to consult with all members.<br />
<br />
Section 8. Voting. At all meetings of the Board of Directors, each <br />
Director is to have one (1) vote.<br />
<br />
Section 9. Vacancies. Whenever any vacancy shall occur in the Board of <br />
Directors by death, resignation, removal or otherwise, the same shall be <br />
filled without undue delay by a majority vote by ballot of the remaining <br />
members of the Board at a Special meeting which shall be called for that <br />
purpose. Such election shall be held within fifteen (15) days after the <br />
occurrence of such vacancy. The person so chosen shall hold office <br />
until the next Annual meeting or until his successor shall have been <br />
chosen at a Special meeting of the members.<br />
<br />
Section 10. Removal of Directors. Any one or more of the Directors may <br />
be removed either with or without cause, at any time, by a vote of at <br />
least two-thirds (2/3) of the total membership voting in person or by <br />
proxy, at any Special meeting called for that purpose, or at the Annual <br />
Meeting.<br />
<br />
<br />
ARTICLE 5 <br />
Officers<br />
<br />
Section 1. Number. The Officers of this Corporation shall be: <br />
1. President. <br />
2. Vice-President. <br />
3. Secretary/Treasurer.<br />
<br />
Section 2. Election. All Officers of the Corporation shall be elected <br />
annually by the Board of Directors at its meeting held immediately after <br />
the meeting of members, and shall hold office for the term of one (1) <br />
year, or until their successors are duly elected. Officers may succeed <br />
themselves.<br />
<br />
Section 3. Duties of Officers. The duties and powers of the officers of <br />
the Corporation shall be as follows:<br />
<br />
PRESIDENT<br />
<br />
The President shall preside at all meetings of the Board of Directors <br />
and members.<br />
<br />
He shall present at each Annual Meeting of the members and Directors a <br />
report of the condition of the business of the Corporation.<br />
<br />
He shall cause to be called regular and special meetings of the members <br />
and Directors in accordance with these By-Laws. He shall appoint and <br />
remove, employ and discharge, and fix the compensation of all servants, <br />
agents, employees and clerks of the Corporation other than the duly <br />
appointed Officers, subject to the approval of the Board of Directors.<br />
<br />
He shall sign and make all contracts and agreements in the name of the <br />
Corporation, and see that they are properly carried out.<br />
<br />
He shall see that the books, reports, and statements required by the <br />
Statutes are properly kept, made and filed according to law.<br />
<br />
He shall sign checks, notes, drafts, or bills of exchange, warrants or <br />
other orders for the payment of money.<br />
<br />
He shall enforce these By-Laws and perform all the duties incident to <br />
the position and office, and which are required by law.<br />
<br />
VICE-PRESIDENT<br />
<br />
During the absence or inability of the President to render and perform <br />
his duties or exercise his powers, as set forth in these By-Laws or in <br />
the acts under which this Corporation is organized, the same shall be <br />
performed and exercised by the Vice-President; and when so acting, he <br />
shall have all the powers and be subject to all responsibilities hereby <br />
given to or imposed upon such President.<br />
<br />
SECRETARY/TREASURER<br />
<br />
The Secretary/Treasurer shall keep the Minutes of the meetings of the <br />
Board of Directors and of the members in appropriate books.<br />
<br />
He shall give and serve all notices of the Corporation.<br />
<br />
He shall be custodian of the records of the Corporation.<br />
<br />
He shall present to the Board of Directors at its stated meetings all <br />
communications addressed to him officially by the President or any <br />
Officer or member of the Corporation.<br />
<br />
He shall attend to all correspondence and perform all the duties <br />
incident to the office of Secretary/Treasurer.<br />
<br />
He shall have the care and custody of and be responsible for all the <br />
funds and securities of the Corporation, and shall deposit all such <br />
funds in the name of the Corporation in such bank or banks, trust <br />
company or trust companies or safe deposit vaults as the Board of <br />
Directors may designate.<br />
<br />
He shall sign, make and endorse in the name of the Corporation, checks, <br />
notes, drafts, bills of exchange, warrants and orders for the payment of <br />
money and pay out and dispose of same and receipt therefore, under the <br />
direction of the President or the Board of Directors.<br />
<br />
He shall exhibit at all reasonable times his books and accounts to any <br />
Director or member of the Corporation upon application at the office of <br />
the Corporation.<br />
<br />
He shall render a statement of the condition of the finances of the <br />
Corporation at each regular meeting of the Board of Directors, and at <br />
such other times as shall be required of him, and full financial report, <br />
at the Annual Meeting of the members.<br />
<br />
He shall keep at the office of the Corporation, correct books of account <br />
of all its business and transactions and such other books of account as <br />
the Board of Directors may require.<br />
<br />
He shall do and perform all duties appertaining to the office of <br />
Treasurer.<br />
<br />
Section 4. Vacancies, How Filled. All vacancies in any office, shall be <br />
filled by the Board of Directors without undue delay, at its regular <br />
meeting, or at a meeting specifically called for that purpose.<br />
<br />
Section 5. Compensation of Officers. The officers shall normally <br />
receive no salary or other compensation for the performance of their <br />
administrative services, but any officer may apply to the Board of <br />
Directors for compensation for performance of non-administrative <br />
services actually rendered to the Corporation in the furtherance of its <br />
purposes, as set forth in the Articles of Incorporation and as <br />
interpreted and implemented by the Board of Directors.<br />
<br />
Section 6. Removal of Officers. The Board of Directors may remove any <br />
officer, by at least a two-thirds (2/3) vote, at any time, with or <br />
without cause.<br />
<br />
Section 7. Initial Officers. The names of the Officers who shall serve <br />
until the first election are as follows:<br />
<br />
Name Office Post Office Address<br />
<br />
Robert J. LeChevalier President 2904 Beau Lane <br />
Fairfax, Virginia 22031<br />
<br />
John Parks-Clifford Vice-President 6364 Washington <br />
St. Louis, Missouri 63130<br />
<br />
Nora T. LeChevalier Secretary/Treasurer 2904 Beau Lane <br />
Fairfax, Virginia 22031<br />
<br />
<br />
ARTICLE 6 <br />
Employees<br />
<br />
The Board of Directors shall hire and fix the compensation of any and <br />
all employees which it in its discretion may determine to be necessary <br />
in the conduct of the business of the Corporation.<br />
<br />
<br />
ARTICLE 7 <br />
Operating Expenses<br />
<br />
It is the intent of this Article to ensure the dedication of the bulk of <br />
the Corporation's resources to the activities directly related to the <br />
purposes cited in the Articles of Incorporation by minimizing the <br />
proportion of expenses in the Corporations overall operating budget that <br />
are unrelated to those purposes.<br />
<br />
The Board of Directors shall not authorize or expend on behalf of the <br />
Corporation as "administrative expenses" more than Fifteen (15%) Percent <br />
of the total expenditures of the Corporation in any one (1)- year <br />
period. Donations specifically allocated by a donor for an expense that <br />
would be counted as an administrative expense according to the <br />
definition in this article, will be omitted from the calculation of <br />
total expenditures and from the calculation of administrative <br />
expenditures, for purpose of determining the 15% limit. The words <br />
"administrative expenses" and the words "administrative services" mean <br />
expenses or services which do not directly advance the purposes of the <br />
Corporation as set out in the Articles of Incorporation and as <br />
interpreted and implemented by the Board of Directors. Such <br />
administrative expenses and services include, but are not limited to, <br />
the calling and conducting of corporate meetings, the making of <br />
management and/or financial decisions, fund-raising activities, the <br />
hiring and firing of personnel, accounting fees, legal fees, secretarial <br />
services, bookkeeping services, and correspondence and telephone <br />
conversations with anyone for purposes not directly relevant to those <br />
stated in the Articles of Incorporation. Such administrative expenses <br />
further include the cost of renting or purchasing equipment or space <br />
other than as directly used for the purposes set forth in the Articles <br />
of Incorporation.<br />
<br />
The Board of Directors shall ensure that the accounts of the Corporation <br />
accurately reflect this division between its administrative expenses and <br />
services and its expenditures that are directly relevant to the purposes <br />
stated in the Articles of Incorporation. The Board of Directors shall <br />
keep itself informed as to the proportion of the administrative expenses <br />
to prevent their exceeding the above maximum. Should the proportion of <br />
administrative expenses in any given fiscal year which do not derive <br />
from donations allocated by the donor for a specific administrative <br />
purpose, exceed the allowable maximum of Fifteen (15%) Percent, the <br />
Board of Directors shall ensure by its disbursement decisions during the <br />
following year that the total administrative expenses for the two (2) <br />
years shall fall within the allowable maximum.<br />
<br />
The Secretary/Treasurer shall report the amounts and percentage of <br />
expenditures for administrative and non-administrative purposes at the <br />
annual meeting of the members, prior to the election of the Board of <br />
Directors for the following year.<br />
<br />
<br />
ARTICLE 8 <br />
Relationship with Donors<br />
<br />
As it is the purpose of this Corporation to encourage the furtherance of <br />
its endeavors at a minimum of administrative expense, the existence of <br />
Article 7 of these By-Laws shall be explicitly emphasized to all <br />
individual or institutional donors of amounts greater than or equal to <br />
$100.00 prior to or at the time of such donation, and in all <br />
promulgations of the organization's annual financial report. In the <br />
event that small donations by a donor not otherwise receiving explicit <br />
emphasis of Article 7, total in excess of $100.00 over the course of a <br />
year, a notice emphasizing the Article's provisions will be sent at the <br />
end of the year.<br />
<br />
As part of such notices that are given, all contributors shall be <br />
encouraged to make their gifts conditional on the compliance of the <br />
Corporation with Article 7 of these By-Laws, with non-compliance of the <br />
terms of this Article 7 entitling the contributors to a refund of the <br />
gift up to the amount by which administrative expenses exceeded the <br />
limit stated in Article 7.<br />
<br />
ARTICLE 9 <br />
Approval and Amendment of By-Laws <br />
These By-Laws shall be made, altered, amended, added to, or rescinded by <br />
a majority of the total current members of The Logical Language Group, <br />
Inc. at a meeting called for that purpose or at the annual meeting, with <br />
the following exceptions: <br />
a. any Bylaw dealing with the removal of Directors shall be made, <br />
altered, amended, or rescinded by a vote of two-thirds (2/3) of <br />
the total current members of The Logical Language Group, Inc. at <br />
a meeting called for that purpose. <br />
b. any amendments to Article 11 Dissolution shall be unanimously <br />
approved by the Board of Directors, proposed by them to the <br />
members, and approved at a meeting by two-thirds (2/3) of the <br />
members. <br />
A written notice shall have been sent to each member at his last known <br />
address at least ten (10) days before such Annual or Special meeting, <br />
which notice shall state the alterations, amendments, or changes which <br />
are proposed to be made in such By-Laws. Only such changes as have been <br />
specified in the notice shall be made. If, however, all the members <br />
shall be present at any regular or Special meeting, these By- Laws may<br />
<br />
be amended by unanimous vote, without any previous notice.<br />
<br />
ARTICLE 10 <br />
Amendment of Articles of Incorporation<br />
<br />
The Articles of Incorporation may be amended after each Amendment shall <br />
be approved by the Board of Directors, proposed by them to the members, <br />
and approved at a members' meeting by a majority of the members, unless <br />
all of the Directors and all of the members sign a written statement, <br />
manifesting their intention that a certain Amendment to the Articles of <br />
Incorporation be made.<br />
<br />
An amendment to the Articles of Incorporation shall not be considered in <br />
force until filed in accordance with Laws of the Commonwealth of <br />
Virginia.<br />
<br />
<br />
ARTICLE 11 <br />
Dissolution<br />
<br />
The Logical Language Group, Inc. shall be dissolved after unanimous <br />
approval of the Board of Directors, proposed by them to the members, and <br />
approved at a members' meeting by a two-thirds (2/3) vote of the <br />
members.<br />
<br />
Upon the dissolution of The Logical Language Group, Inc. or the winding <br />
up of its affairs, the Directors shall distribute the assets of The <br />
Logical Language Group, Inc. exclusively to scientific, charitable, <br />
literary, or educational organizations which shall at the time qualify <br />
under the provisions of Section 501(c)(3) of the Internal Revenue Code <br />
of 1954 and its regulations as they now exist, or as they may hereafter <br />
be amended.</div>Gleki