There are two amendments in this document. The second one, at the
end, is very short.
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1. Addition of a new Article, to be the new Article 3, with the
current Articles 3 and higher to be renumbered to allow this. If an
article named "General Procedural Issues" already exists, the
section below becomes the last section in that article. The new
Article is as follows:
ARTICLE 3
General Procedural Issues
Section 1. 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.
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.
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1. Addition of a new Article, to be the new Article 3, with the
current Articles 3 and higher to be renumbered to allow this. If an
article named "General Procedural Issues" already exists, the
section below becomes the last section in that article. 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 The Standard Code
of Parliamentary Procedure, originally by Alice
Sturgis (now being maintained by the American
Institute of Parliamtarians).
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 The Standard Code of Parliamentary
Procedure, originally by Alice Sturgis (now
being maintained by the American Institute of
Parliamentarians) shall serve as the basis of resolution,
although a majority of members present may vote to override
those rules on any question.