Verifying LLG's current bylaws

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mukti

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Aug 29, 2014, 11:37:54 PM8/29/14
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The 2003 annual meeting appears to have passed a number of bylaw amendments, but not all amendments appear to be reflected in the current text of the bylaws as posted on the lojban.org web site. The minutes are not always clear about what is being passed or amended, and make numerous references to an agenda which is not reproduced, so it's possible that I am misreading them. 

I will describe what I see as the potentially successful amendments below. If someone can provided additional context to clarify whether or not these motions in fact constitute successful amendments to LLG's bylaws, please do so.

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.

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

Article 4 Section 1 specifies: "at least one (1) of such Directors shall be a resident of the Commonwealth of Virginia" -- which seems to express a similar requirement, but may or may not be related to this motion.

3. An amendment to Article 3 Section 8:

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

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

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)

5. An amendment to Article 3 Section 1:

Qualifications of both new and ongoing membership shall be high personal dedication to the purposes of The Logical Language Group, Inc as set forth in that Article, expressed interest in helping to manage the affairs of the community, continuing involvement in the activities of the community, and attendance at the AGM. Failure to satisfy some of these conditions is not necessarily a disqualification from membership, if some of the other conditions are satisfied to a sufficiently high degree 

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

6. An amendment to Article 3 Section 1:

To add "or demonstrated participation in the Lojban language language community" to the list of qualifications

This motion is likewise described as a "friendly amendment", following a bylaw amendment motion which was demoted to a "resolution of principle". However, the motion it follows in the minutes appears completely unrelated: A motion possibly related to Article 3 Section 3, "To amend the Bylaws to allow the Board to declare the resignation of a member for failure to meet the qualifications for sustaining membership if so ratified by the membership".

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

mukti

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Sep 3, 2014, 5:15:20 AM9/3/14
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I was able to locate a copy of the agenda for the 2003 meeting, which provides clarification regarding the proposed bylaw amendments. Based on the agenda and the minutes, I have attempted to reconstruct the proceedings, deriving a number of suggested follow-ups. Those recommendations are bolded below. I would appreciate if anyone, particular directors or members of LLG, could either confirm these interpretations, or provide additional clarifications.

mi'e la mukti mu'o
 
1. An amendment to Article 3 Section 8:

The phrase "proposal and approval of new members, who shall assume membership immediately if present at the next meeting" should read "proposal and approval of new members, who shall assume membership immediately if present at the current meeting"

This successful motion is described as an addendum, but the meaning of that distinction is not clear. It is preceded in the minutes by an apparently unrelated failed motion to amend Article 5 Section 2.

The relevant motion appears in the agenda as the second part of item 9H:

Amend Article 3 Section 8, to insert election of officers prior to the election of directors:

Section 8. Order of Business. The order of business of all meetings of the members shall be as follows: (1) roll call; (2) proof of notice of meeting or waiver of notice; (3) reading of Minutes of preceding meeting; (4) reports of Officers; (5) reports of committees; (6) proposal and approval of new members, who shall assume membership immediately if present at the next meeting, or at the end of the meeting if not present; (7) election of Officers; (8) election of Directors, if necessary; (9) unfinished business; (10) new business. ...

A motion to change 3.8.6 from "new members, who shall assume membership immediately if present at the next meeting" to "new members, who shall assume membership immediately if present at the current meeting" seems to have passed, but it's unclear from the 2003 minutes whether or not amending the bylaws to reflect this change required passage of the parent motion, inserting the election of officers into the order of business.

So as to verify the will of the membership regarding this matter, I hereby request that consideration of the following bylaw amendment be added to the agenda for the 2014 meeting:

In Article 3, Section 8, the phrase "proposal and approval of new members, who shall assume membership immediately if present at the next meeting" should be amended to read "proposal and approval of new members, who shall assume membership immediately if present at the current meeting".

2. The following succcessful motion does not make explicit reference to amending the bylaws, but was considered during a portion of the meeting which seems to have been devoted to bylaw amendments:

That a new office be created, effective 2004, which can only be filled by a Virginia resident. The office has no duties in particular. Holding the office is compatible with holding another office or directorship

This motion clearly refers to item 9J of the agenda: 

I move to amend the Bylaws, to take effect at the 2004 annual meeting:

Amend Article 4, Section 1 from:

Section 1. Number. The affairs and business of this Corporation shall be managed by a Board of Directors, who shall be members of the Corporation, and at least one (1) of such Directors shall be a resident of the Commonwealth of Virginia and a citizen of the United States. The initial members of the Board of Directors shall be as per the Articles of Incorporation, which members shall serve until the first Annual Meeting of the members.

to:

Section 1. Number. The affairs and business of this Corporation shall be managed by a Board of Directors, who shall be members of the Corporation.

and to add to Article 5 Section 1:

Section 1. Number. The Officers of this Corporation shall be: 

President 

Vice-President 

Secretary/Treasurer 

Virginia Registered Agent 

The person serving as Virginia Registered Agent may also hold another Office.

and to append to Article 5 Section 3, the duties of the Virginia Registered Agent:

VIRGINIA REGISTERED AGENT

The Virginia Registered Agent shall be a resident of the Commonwealth of Virginia as defined by the laws of that state.

The Virginia Registered Agent shall maintain a place of business of the Corporation which shall serve as the registered office in the Commonwealth of Virginia, which shall be a place of business of the Corporation

The Virginia Registered Agent shall serve all functions required by the laws of the state of Virginia 

In the absence of other indications, this appears to represent a succesful bylaw amendment which requires no further action. The text of the bylaws, as reproduced on the lojban.org web site and elsewhere, should be immediately updated to reflect this amendment

3. An amendment to Article 3 Section 8:

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

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

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

I move the following amendment to the bylaws: 

Addition of a new Article, to be the new Article 3, with the current Articles 3 and higher to be renumbered to allow this. The new Article is as follows:

ARTICLE 3 

General Procedural Issues

Section 1. Parliamentary Authority.

All issues not otherwise covered in these Bylaws or in the Articles Of Incorporation of the The Logical Language Group, Inc., or in laws and statues that may apply, shall be resolved by the use of the most recent version of <cite>The Standard Code of Parliamentary Procedure</cite>, originally by <cite>Alice Sturgis</cite> (now being maintained by the <cite>American Institute of Parliamtarians</cite>).

2. Removal of the final sentence of Article 3, Section 8, which currently reads:

In case of dispute over meeting procedures, the most recent version of <cite>The Standard Code of Parliamentary Procedure</cite>, originally by <cite>Alice Sturgis</cite> (now being maintained by the <cite>American Institute of Parliamtarians</cite>) shall serve as the basis of resolution, although a majority of members present may vote to override those rules on any question.</p>

In the absence of other indications, this bylaw amendment appears to require no further action. The text of the bylaws, as reproduced on the lojban.org web site and elsewhere, should be immediately updated accordingly
 
4. Motion 9G3 ("to allow electronic communication for LLG official purposes"). Since the minutes describe the motion as having been "reconsidered", I assume the text may have been included in an earlier motion which failed on initial consideration:

That all references to postal mail, telephone, and electronic mail throughout the bylaws be removed in favour of completely generic terms such as "notify" and "reasonable and customary forms of communication", unless they are specific exceptions to the principles of the section on Communications (such as a specific need for written notification)

The actual text of 9G3 follows:

3. Removal of *ALL* references to postal mail, telephone, and electronic mail throughout the bylaws, in favour of completely generic terms such as "notify" and "reasonable and customary forms of communicatian", unless they are specific exceptions to the principles of the section on Communications above (such as a specific need for written notification). The exact removals are as follows:

Art. 3, Sec. 4 And Art. 3, Sec. 5:

The Secretary/Treasurer shall serve personally, or by personal telephone conversation, or send through the post office or by electronic mail addressed to each member at his last known address, at least fifteen (15) days before such meeting a notice thereof.

becomes

The Secretary/Treasurer shall notify each member at least fifteen (15) days before such a meeting.

Art. 3, Sec. 6:

In addition, a member may be considered present through direct telephone contact or by mail participation as described in Section 7 below.

is removed.

Art. 3, Sec. 7:

Meetings of members may be held in person or by the use of telephones or by the mails, or any combination thereof. Telephone meetings may be by conference, or telephone calls may be sequentially placed to all non-present members by the calling officer with at least one other person present as witness. 

Proposals may be made either orally or in writing, as the case may be, and adopted or rejected either orally or in writing, as if the meeting had been held in person. Except as otherwise provided by Statute, The Articles of Incorporation, or these Bylaws, all questions shall be decided by a majority of all members present or by proxy, mail, or telephone.

becomes

Meetings of members may be held in person or by the use of any other reasonable and customary forms of communication. Note a specific exception here. Telephone calls may be sequentially placed to all non-present members by the calling officer with at least one other person 

present as witness. End Note Except as otherwise provided by Statute, The Articles of Incorporation, or these Bylaws, all questions shall be decided 

by a majority of all members present, whether in person or through reasonable and customary forms of communication.

and

Provided that the Secretary/Treasurer or his/her designate shall certify that all members have been included in the meeting by attendance, by telephone, or by mail, an adopted action may be implemented before such written consent is obtained.

has the phrase

by attendance, by telephone, or by mail

removed.

Art. 4, Sec. 5:

Meetings of Directors may be held in person or by the use of telephones or by the mails, or any combination thereof. Telephone meetings may be by conference, or telephone calls may be sequentially placed to all Directors by the calling officer with at least one other person present as witness. Proposals 

may be made either orally or in writing, as the case may be, and adopted or rejected either orally or in writing, as if the meeting had been held in person.

is removed and

Upon request of any Director with regard to any decision of the Board, all of the approving Directors shall manifest their consent in writing and such consent shall be filed in the Minutes Book. Provided that the Secretary/Treasurer or his/her designate shall certify that all Directors have been included in 

the meeting by attendance, by telephone, or by mail, an adopted action may be implemented before such written consent is obtained.

has the phrase

by attendance, by telephone, or by mail

removed.

Art. 4, Sec. 7:

When a meeting is held by sequential telephone calls or by mail, quorum requirements shall be considered fulfilled provided that all Board members have been consulted per the requirements of Section 5, or that, if a meeting was held with proper notice in accordance with Section 6, a majority of the Board was successfully consulted with attempts having been made to consult with all members.

is removed.

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 to reflect these amendments

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

Section 2. Communications.

Unless otherwise specified, all communications necessary for the business of the Logical Language Group, Inc. may be conducted by whatever reasonable and customary means the Board and/or Members see fit, as long as no Members involved in the communication have objected to that method. Different methods of communication may be used with different Members, as needed. This applies, in particular, to both notice of meetings and the actual conducting of the business of meetings.

Reasonable and customary means of communication include, but are not limited to, postal mail, electronic mail, telephone, and various systems of real-time electronic discussion.

Sections 3.1 and 3.2 per 9G1 appear to have received separate consideration ("Lojbab submits alternate amendments separating the addition of section 1 of the proposed new article from the remainder of the changes, as two separate amendments. Rationale: The use of Sturgis as general authority is a separate issue 
from the communications issue."). According to the 2003 minutes, both amendments appear to have passed.
 
5. An amendment to Article 3 Section 1:

Qualifications of both new and ongoing membership shall be high personal dedication to the purposes of The Logical Language Group, Inc as set forth in that Article, expressed interest in helping to manage the affairs of the community, continuing involvement in the activities of the community, and attendance at the AGM. Failure to satisfy some of these conditions is not necessarily a disqualification from membership, if some of the other conditions are satisfied to a sufficiently high degree 

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

The original motion appears in the agenda as 9B1:

I move to amend the 3rd paragraph of Article 3 Section 1, to read

"Qualifications of persons proposed for membership shall be high personal dedication to the purposes of The Logical Language Group, Inc. as set forth in that Article, expressed interest in helping to manage the affairs of the community, and continuing involvement in the activities of the community."

9B1 appears to have passed, but as a resolution of principle rather than a bylaw, which was then twice amended to the effect that the endorsed resolution varies considerably from the standing bylaw. In order to clarify the will of the membership regarding this matter, I hereby request that consideration of the following bylaw amendment, reconciling the bylaws with the adopted and amended resolution, be added to the agenda for the 2014 meeting:

Article 3, Section 1, Paragraph 3 ("Qualifications of persons ...") should be replaced with the following text:

Qualifications of both new and ongoing membership shall be high personal dedication to the purposes of The Logical Language Group, Inc as set forth in that Article, expressed interest in helping to manage the affairs of the community, continuing involvement in the activities of the community, and attendance at the AGM or demonstrated participation in the Lojban language language community. Failure to satisfy some of these conditions is not necessarily a disqualification from membership, if some of the other conditions are satisfied to a sufficiently high degree 
 
7. An amendment to Article 2 Section 1:

To add "to support the community of people learning and using this language" and "In the furtherance of its purposes as stated above, The Logical Language Group, Inc. shall place priority on support of the community of persons learning, using, experimenting with, and promoting the language known as "Lojban language - A Realization of Loglan" or alternatively 'Lojban'." to the statement of purpose of the LLG

The full text of this amendment appears as 9C in the agenda: 

I move the following amendment to the Bylaws:

Amend Article 2, Section 1, inserting

"to support the community of people learning and using this language"

and appending a second paragraph

to read:

Section 1. Purpose. The Logical Language Group, Inc. is established to promote the scientific study of the relationships between language, thought and human culture; to investigate the nature of language and to determine the requirements for an artificially-engineered natural language; to implement and experiment with such a language; to support the community of people learning and using this language; to devise and promote applications for this language in fields including but not limited to linguistics, psychology, philosophy, logic, mathematics, computer science, anthropology, sociology, education, and human biology; to conduct and support experimental and scholarly research in these fields as they may bear upon the problems of artificial language development; to communicate with and to educate interested persons and organizations about these activities; to devise and develop means and instruments needed for these activities; and to accumulate and publish the results of such studies and developments. In the furtherance of these purposes, and in addition to the above activities, The Logical Language Group, Inc. may award grants to individuals for experimentation, travel, publication, study and similar activities.

In the furtherance of its purposes as stated above, The Logical Language Group, Inc. shall place priority on support of the community of persons learning, using, experimenting with, and promoting the language known as "Lojban - A Realization of Loglan" or alternatively "Lojban".

In the absence of other indications, this appears to represent a succesful bylaw amendment which requires no further action. The text of the bylaws as reproduced on the lojban.org web site and elsewhere, should be immediately updated to reflect this amendment

Bob LeChevalier, President and Founder - LLG

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Sep 3, 2014, 12:06:24 PM9/3/14
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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
----------------------

> 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

mukti

unread,
Sep 4, 2014, 4:39:00 AM9/4/14
to loj...@googlegroups.com
Thank you for addressing these bylaw amendments. If I understood your response, the following amendments should be provisionally enrolled, and ultimately finalized if there is no objection from the Secretary, parliamentarian or membership:

  1. Membership Assumption amendment (2003 Agenda 9H2)
  2. Virginia Registered Agent amendment (2003 Agenda 9J)
  3. Parliamentary Procedure amendments (2003 Agenda 9G1* and 9G2)
  4. Communications amendments (2003 Agenda 9G1* and 9G3)
  5. Purpose amendment (2003 Agenda 9C)

* Original agenda item 9G1 was split, with Parliamentary and Communications issues receiving separate consideration

I drafted a revision of the bylaws including these amendments in anticipation that the Secretary or someone else empowered to do so will eventually want to replace the currently posted bylaws with the revised version.

Regarding my request to have the Membership Qualifications amendment (2003 Agenda 9B1) reconsidered at the 2014 AGM, I agree that there are indications are that the language of the motion was passed as a resolution of principle, rather than as a bylaw amendment. But that distinction is complicated by the fact that the wording is very close to bylaw language (why make a resolution explicitly at odds with the bylaws?), and the fact that so many bylaw amendments passed in the same session were never enrolled. On the other hand, if my concerns about this motion are not shared by members, I'm happy to move on to other matters.
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