2006 Adopted Board Resolutions

Thus far during 2006, the KS&A Board of Directors has held five (5) meetings, during which it conducted officer and director elections and considered sixteen (16) resolutions.  A summary of these Board actions is listed below (click on the corresponding resolution number to see additional details) -

Check back later this year to review any further resolutions considered by the Board.  In order to ask questions about these or any other past KS&A Board resolution or if you would like to learn more about how you can take part in an upcoming meeting of one of KS&A’s management and/or ad hoc planning committees, including a future Board of Directors meeting, see If You Want to Participate.

2006/2007 Officer and Director Elections (January 22, 2006)


A total of 41 individuals were notified on December 22, 2005 that they had been nominated as potential KS&A Directors.  This official notice included a request that each person complete and return a Nominee Information Form; and between December 23 and January 19, seventeen (17) individuals indicated that they were not in a position to serve as a KS&A Director at the present time.  Of the remaining 24 persons, a total of 21 completed and submitted a Nominee Information Form.  These forms, together with any additional information supplied by the nominee or one or more persons speaking on their behalf, was provided to the nine KS&A Directors to inform their voting in the elections, which took place beginning on Sunday, January 22, and ended with a runoff ballot on January 24, 2005.  Of the 24 nominees, the five (5) individuals who received the greatest number of points through Rank Voting via an anonymous electronic ballot system were elected to a two-year term as a Board member; and the next five highest ranked nominees in the voting, were elected to a one-year term.

Directors elected to a 2-year term (February 1, 2006 - January 31, 2008) are listed below in alphabetical order:

        Melissa Aylstock

        Melanie Blanchard

        Bonnie Brinton, Ph.D.

        Doug Lawrence

        Robert Shelton (Also re-elected as Executive Chairman)

Directors elected to a 1-year term (February 1, 2006 - January 31, 2007) are listed below in alphabetical order:

        Richard Bregante

        Shiela Clark (Also re-elected as Secretary-Treasurer)

        Ilene Fennoy, M.D.

        Louise Gane

        David Wright (Also elected as Vice Chairman)

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Resolution No. 06-001 (March 26, 2006)


Title:  Approving Preliminary CY 2005 Financial Statements and Budget for the Independent Review Thereof


Moved by:  Dave Wright


Resolution: WHEREAS, preliminary financial statements have been prepared for KS&A, including comparative Balance Sheets as of December 31, 2003, 2004 and 2005, and Profit and Loss Statements for the 12 months ended on December 31, 2003, 2004 and 2005,

NOW THEREFORE, resolved that the Board of Directors approves of such preliminary Financial Statements of KS&A in the form and substance set forth in the materials prepared by the Executive Chairman;

RESOLVED FURTHER that the Board of Directors hereby authorizes the Executive Chairman, Executive Director or any of them to have such preliminary Financial Statements reviewed by Hall & Jones CPA or such other independent certified public accounting firm selected by them for this purpose, and for such firm to prepare the federal and California state filings for 2005;

AND RESOLVED FURTHER that the Board of Directors approves a budget of up to $3,500 for such independent review and filings preparation.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 06-002 (March 26, 2006)


Title:  Approving Amended and Restated Bylaws of KS&A and Authorizing the Secretary / Treasurer to Certify Such Action


Moved by:  Doug Lawrence


Resolution:  WHEREAS, a draft of Amended and Restated Bylaws was circulated in advance to all Directors for the Board’s consideration at this meeting, and discussed at length during the meeting;


WHEREAS, the Board wishes to adopt such Amended and Restated Bylaws, as amended during the meeting;


NOW THEREFORE, resolved that the Board of Directors of KS&A adopt the Amended and Restated Bylaws of KS&A in the form and substance set forth herein;


AND RESOLVED FURTHER that the Secretary / Treasurer is hereby authorized to certify by her signature that such Amended and Restated Bylaws were on this date adopted by the KS&A Board of Directors at its meeting on this date.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 06-003 (May 21, 2006)


Title:  Revision of KS&A Mission Statement


Moved by:  Dave Wright


Resolution:  WHEREAS, the Board wishes to amend the Mission Statement for the organization, such revised Mission Statement to be reflected in Amended Bylaws of the corporation, other official documents and public descriptions concerning the organization and its mission;

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby amends and replaces any and all earlier mission statements with the following revised Mission Statement:

KS&A helps individuals with one or more extra X and/or Y chromosomes and their families lead fuller and more productive lives.

Second by:  Shiela Clark


Vote:  The motion passed unanimously

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Resolution No. 06-004 (May 21, 2006)


Title:  Establishing “KS&A (Knowledge Support & Action)” as a d/b/a


Moved by:  Dave Wright


Resolution:  WHEREAS, the Board has adopted a new Mission Statement for the organization which is intended to embrace all X and Y chromosome variations;

WHEREAS, the Board concludes that the names “Klinefelter Syndrome & Associates” and “KS and Associates” did not reflect this intended diversity and inclusive nature of the organization’s mission;

AND WHEREAS, the Board has considered various alternative names, and concluded that in order to emphasize the broad diversity of X and Y chromosome variations addressed by the Corporation’s mission, it should operate under the acronym “KS&A” and define that acronym to stand for “Knowledge, Support and Action;”

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby adopts the acronym “KS&A,” defined to stand for “Knowledge, Support and Action,” as the operating name for the Corporation;

AND FURTHER RESOLVED that the Board of Directors hereby instructs the Executive Officers and each of them to conform all of the organization’s official documents and collateral materials, and to file such papers as may be necessary with the appropriate agencies to effectuate such name change as the operating name (e.g., the d/b/a or f/k/a) of the corporation;

AND FURTHER RESOLVED that the Board instructs the Executive Officers, as and when sufficient funding may be available for this purpose or through a pro bono arrangement with an advertising agency, to cause to be developed by an advertising agency a new logo design for the organization.


Second by:  Shiela Clark


Vote: Approved unanimously

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Resolution No. 06-005 (May 21, 2006)


Title:  Preliminary Approval of July 2007 KS&A National Conference and Possible Celebrity Fundraising Event


Moved by:  Dave Wright


Resolution:  WHEREAS, the Executive Chairman has informed the Board of the preliminary investigation that has been made by an ad hoc committee comprised of Christine Beaton, Maryann Kelley, Leah Shelton and Lalla Brutoco concerning a celebrity fundraiser event during 2007;

WHEREAS, such committee has identified a preliminary theme for such event, the use of one or more lead sponsors, celebrity involvement and a gala event and auction benefiting X and Y chromosome variations;

WHEREAS, such committee has preliminarily identified several celebrities who may have an interest in becoming involved in this cause, as well as a professional event planner / fundraiser who may be willing to coordinate the effort in return for a percentage of the total money raised;

WHEREAS, such committee has recommended that the event be planned for Summer 2007 on or near the UCLA campus in conjunction with a weekend conference that addresses all of the X and Y chromosome variations in KS&A’s mission;

AND WHEREAS, the Board feels that KS&A’s national conference during 2007 should take place during July, when KS&A has historically held past national conferences and when families with school-aged children commonly have less problems arranging to attend such events.

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby approves of the overall concept for KS&A’s 2007 National Conference to be held in Los Angeles in July 2007 (or such other date during the summer as reasonably determined by the Executive Chairman, Executive Director and/or an event planning committee organized by them), and that such national conference will address all of the X and Y chromosome variations in KS&A’s mission;

AND RESOLVED FURTHER that the Board approves the overall concept of attempting to arrange for a celebrity fundraising event to be held in conjunction with such 2007 National Conference, as well as the general theme thereof; and hereby designates the Executive Chairman to work with an ad hoc committee comprised of Christine Beaton, Maryann Kelley, Leah Shelton and Lalla Brutoco to confirm the feasibility of such fundraising event and negotiate the related agreements with the appropriate planning and implementation professionals, venue, key sponsors and celebrities, subject however to the requirement that any material expenditures by KS&A that will not be borne solely out of the net proceeds, if any, resulting from the event shall be brought back to the Board for its separate consideration.


Second by:  Shiela Clark


Vote:  Passed Unnimously

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Resolution No. 06-006 (May 21, 2006)


Title:  Amendments to KS&A Bylaws


Moved by:  Richard Bregante


Resolution:  WHEREAS, the Board of Directors, by Resolution No. 06-003, has adopted a new Mission Statement and wishes to amend Article III of the Bylaws to reflect this change, which amend¬ment requires a super-majority vote of the Board of Directors;

WHEREAS, the Board of Directors, by Resolution No. 06-004, has elected to hereinafter operate under a the name “KS&A” (as an acronym for the phrase Knowledge Support & Action) and wishes to amend Section 1.01 of the Bylaws to reflect such decision;

WHEREAS, the Board wishes to amend Section 5.01 of the Bylaws to provide for a total of thirteen (13) directors, which amendment requires the affirmative vote by a super-majority of the Board of Directors;

WHEREAS, the Board wishes to amend Section 5.07 of the Bylaws to extend to three (3) years the term of office of KS&A Directors, subject however to adhering as it affects the incumbent Director terms to the policy of staggering the date of such elections so that no more than approximately one-half of the total Director seats shall be up for election in any one given year;

WHEREAS, the Executive Chairman has prepared an Amended and Restated Version of the Bylaws, a copy of which is attached hereto as Exhibit 1.

WHEREAS, inasmuch as certain portions of this motion require a super-majority vote of the Board of Directors in order to effect the proposed change in the Bylaws, the Secretary confirmed that pursuant to Section 6.05 of the Bylaws, the affirmative vote of at least 5 Directors is needed to constitute a super-majority and adopt such amendments.

NOW THEREFORE, BE IT RESOLVED that the Board of Directors of KS&A hereby approves all of the amendments reflected in the Amended and Restated Bylaws of KS&A attached hereto as Exhibit 1, and adopts such Amended and Restated Bylaws of KS&A in both form and substance.

AND RESOLVED FURTHER that the Secretary / Treasurer is hereby authorized to certify by her signature that such Amended and Restated Bylaws were on this date adopted by the KS&A Board of Directors at its meeting on this date.


Second by:  Shiela Clark


Vote:  Passed unanimously

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Resolution No. 06-007 (May 21, 2006)


Title:  Special Elections to Fill Board Vacancies and Revisions in the Remaining Term of Office of All Incumbent Directors


Moved by:  Dave Wright


Resolution:  WHEREAS, the Board of Directors, by Resolution No. 06-006, has amended the Bylaws of KS&A to provide for a total of thirteen (13) directors;

WHEREAS, the Board of Directors, also by Resolution No. 06-006, has amended the Bylaws of KS&A to provide for a three (3) year term of office for Board members, subject however as it pertains to the term of current Directors to adhere to the policy of staggering the date of such elections so that no more than approximately one-half of the total Director seats shall be up for election in any one given year;

WHEREAS, at present, KS&A has a total of nine (9) Board members, thereby resulting in a total of four (4) vacancies, two of which shall be for a two-year term and the other two of which shall be for a three-year term;

WHEREAS, the Board of Directors wishes to revise the terms of office of all incumbent directors and agrees that in order to effectuate such changes in the term of office of Board members, all Directors presently fulfilling a one-year term shall be revised to a two-year term; and all Directors presently elected to a two-year term shall be revised to a three-year term.

AND WHEREAS, Section 7.06 of the Bylaws of KS&A provides that vacancies on the Board of Directors may be filled by a majority vote of the Board of Directors, and Article V of the Bylaws of KS&A provides the Board, by majority vote, the authority to establish policies, establish term and conduct elections from time to time;

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby provisionally elects the following individuals for the following terms of office as Board members of KS&A –

    To terms running through May 31, 2008 -
        [To remain temporarily vacant]
        [To remain temporarily vacant]

    To terms running through May 31, 2009 -
        Myra Byrd
        Mary Davidson

AND RESOLVED FURTHER that the Executive Chairman shall contact each of the foregoing persons to in order to assure their willingness to serve in this capacity, and if they indicate that they are willing to serve then their election shall be complete and if they are not the vacancy on the Board shall be filled at the next meeting of the Board;

AND RESOLVED FURTHER that the Board of Directors hereby amends the remaining term of office of the incumbent Board members of KS&A as follows –

    To terms running through May 31, 2008 -
        Richard Bregante
        Shiela Clark
        Ilene Fennoy, MD
        Louise Gane
        David Wright

    To terms running through May 31, 2009 -
        Melissa Aylstock
        Melanie Blanchard
        Doug Lawrence
        Robert Shelton


Second by:  Shiela Clark


Vote: Approved unanimously

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Resolution No. 06-008 (May 21, 2006)


Title:  Creation of Standing Board Committees


Moved By:  Dave Wright


Resolution:  WHEREAS, Section 5.11 of the Bylaws provides that from time to time, by majority vote, the Board of Directors may create ad hoc and/or standing committees, at least one-half of whose membership shall be KS&A Directors, with the remaining members being non-directors.

WHEREAS, the Board of Directors identified the importance of forming several new committees to oversee the planning and implementation in furtherance of decisions made during the Board Retreat;

AND WHEREAS, a number of possible Board committees were considered to fulfill this goal;

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby agrees to form the following Standing Committees of the Board:

1. Finance and Governance Committee – Among its duties, this committee will be responsible for the financial and governance responsibilities of the Board of Directors, including but not limited to developing policies, conducting nominations and elections, orientating new directors, providing financial oversight, reviewing the audit and ensuring adequate accountability oversight;
2. Program Committee – Among its duties, this committee will be responsible for overseeing support, programs, education and membership;
3. Fundraising Committee – This committee’s principal focus will be recommending fundraising goals and strategies to the Board and, in some cases, implementing them; and
4. Research Committee – This committee will focus on research goals of importance to the populations served by KS&A and, among other things, will be responsible through a designated Board Liaison for communicating these goals to the KS&A Scientific Advisory Committee (SAC).

RESOLVED FURTHER that on or before the next meeting of the Board, presently scheduled for July 24, 2006, the Executive Officers shall recommend specific persons (including Board and non-Board members if appropriate) to be appointed to each committee, which recommendations shall be considered by the Board at that time.

AND RESOLVED FURTHER that, once appointed, each Committee shall be charged with agreeing on the roles and responsibilities (e.g., the charter) of such committee, holding at least one meeting and reporting back to the Board of Directors at its next meeting, presently scheduled for September 17, 2006.


Second by:  Shiela Clark


Vote:  Approved unanimously

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Resolution No. 06-009 (May 21, 2006)


Title:  Designation of Dr. Ilene Fennoy to Serve as SAC Liaison


Moved by:  Robert Shelton


Resolution:  WHEREAS, Board of Directors, by Resolution No. 06-007, has formed a Research Committee, the focus of which is to identify research goals of importance to the populations; and

WHEREAS, among other things, the Research Committee will, through a designated Board Liaison, be responsible for communicating these goals to the KS&A Scientific Advisory Committee (SAC);

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby appoints Ilene Fennoy, M.D., to serve on the Research Committee and to serve as the initial Board Liaison between the Board of Directors and the KS&A Scientific Advisory Committee.


Second by:  Shiela Clark


Vote: Approved unanimously

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Resolution No. 06-010 (May 21, 2006)


Title:  Authorization to Contract with New Benefits, Inc.


Moved by:  Richard Bregante


Resolution:  WHEREAS, the Executive Chairman has summarized a program of Insurance and Supplemental Benefits that he has been working on arranging through a Dallas-based company named New Benefits, Inc.;

WHEREAS, the elements of the program are generally described on the health benefits and insurance summary page of KS&A’s website and the pages to which it provides links;

WHEREAS, directly and through its affiliates, New Benefits Inc. currently provides benefit programs to over 10 million members;

WHEREAS, the Executive Chairman has described that he has a relationship with the founder and CEO of New Benefits, Inc. that dates back to high school, but has represented that he (i.e., Robert) will not personally receive any financial compensation as a consequence of KS&A or any member of KS&A purchasing such insurance and/or benefits;

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby authorizes the Executive Chairman to conclude an agreement on behalf of KS&A with New Benefits, Inc. and expressly waives any conflict of interest arising out of the relationship between Mr. Shelton and the company and/or its CEO. 

AND RESOLVED FURTHER that the Board of Directors hereby appoints the Executive Officers, and each of them, to execute such applications and agreements as reasonably necessary to conclude such program on behalf of KS&A, provided however that any material capital expenditures (if any) by KS&A must be approved in advance by the Board.

Second by:  Shiela Clark


Vote:  Approved unanimously

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Resolution No. 06-011 (July 24, 2006)


Title:  Authorization to Enter Into a Contract with Wright’s Law


Moved by:  Richard Bregante


Resolution:  RESOLVED, that the Board of Directors approves reserving a date either before or after the July 2007 National Conference in Los Angeles to include a full-day presentation concerning special education law, education law and advocacy for children with disabilities from a group known as Wrights’ Law (http://www.wrightslaw.com) as a supplemental component of our conference to any interested person(s), and with an incremental fee of approximately $85 per person.

RESOLVED FURTHER, that the Board of Directors hereby authorizes KS&A to pay the cost of the program of approximately $4,000 plus travel, lodging and meals for Pete and Pam Wright.  In addition, as the workshop sponsor, KS&A will be obligated to provide two books to each person attending the workshop and guarantee Wright’s Law sales of 100 law books at $17.50 each, and 100 Emotions to Advocacy books at $10 each, meaning another $2,750 at a minimum. 


Second by:  Shiela Clark


Vote:  The motion passed with 8 in favor, 0 opposed, with 1 board member abstaining.

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Resolution No. 06-012 (July 24, 2006)


Title:  Appointment of the Chairperson and Vice Chairperson of Standing Board Committees


Moved by:  David Wright


Resolution: WHEREAS, the Executive Director and Executive Chairman have made various recommendations as to the persons they would propose serve as Chairpersons and Vice Chairs of the four standing committees previously created by the Board by Resolution No. 06-008;

NOW THEREFORE, BE IT RESOLVED that the Board of Directors approves of the following appointments to these committees:

Finance and Governance Committee –

        Chairperson:  Melanie Blanchard

        Vice Chairperson:  Richard Bregante

Program Committee –

        Chairperson:  Shiela Clark

        Vice Chairperson:  Myra Byrd

Fundraising Committee –

        Chairperson:  Louise Gane

        Vice Chairperson:  Dave Wright

Research Committee –

        Chairperson:  Ilene Fennoy, MD

        Vice Chairperson:  Doug Lawrence


Second by:  Louise Gane


Vote:  Approved unanimously.

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Resolution No. 06-013 (July 24, 2006)


Title:  Establishment of an Official Discount Policy for KS&A Volunteers


Moved by:  Mary Davidson


Resolution:  RESOLVED that the Board of Directors approve of the Discount Policy, a copy of which is attached, and that such policy should hereinafter apply to members of all KS&A planning committees, volunteer staff, Board members and others in the organization.


Second by:  Shiela Clark


Vote: Approved unanimously.

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Resolution No. 06-014 (July 24, 2006)


Title:  Creating the Honorary Position of “Founder” and “Founding Director”


Moved by:  Shiela Clark


Resolution:  RESOLVED that the Board of Directors establish the new positions of “Founder” and “Founding Director,” and amend Article V of the Bylaws in order to add a new Section 5.11, with revisions in Sections 6.03 and 7.04 of the Bylaws to provide that the Founding Director shall be exempt from such financial obligations and corresponding attendance requirements of Board membership, together with conforming changes being made in the method of calculating whether a quorum is present at those meetings. 


Second by:  David Wright


Vote:  The motion was approved unanimously, with Melissa Aylstock abstaining on such vote to avoid conflict.

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Resolution No. 06-015 (July 24, 2006)


Title:  A Resolution In Loving Memory of Robert Grace


Moved by:  David Wright


Resolution:  WHEREAS, the KS&A Board has recently become aware of the passing of Robert Grace, who was 52.

WHEREAS, the cause of death was officially listed as “severe pancreatitis and an enlarged heart,” the immediate onset of which was the regrettable side effect of Robert’s adverse reaction to an anti-nausea agent used in general anesthesia during surgery to repair a cut tendon in his foot from a childhood accident.

WHEREAS, Robert is survived by his wife, Jennifer, and five children, including two sons, Riley and Andrew, who are 47,XXY. 

WHEREAS, Robert previously served as a Board Member of KS&A and for approximately two years served as the volunteer Program Coordinator for the Adult XXY / Klinefelter population. 

WHEREAS, in this role, Robert was responsible for having conceived and been the driving force behind KS&A’s sponsorship and promotion of the First Annual KS&A Adult Retreat in 2005, as well as founder of We Are Special Kids, a volunteer agency focusing on adoptive services and support for special needs children who are caught in State and/or Child Protective Services bureaucracies, and families who are interested in adopting them. 

WHEREAS, the designation of his having had an “enlarged heart” is certainly how we will remember Robert, who possessed one of the largest hearts we ever knew.

AND WHEREAS, Robert’s sense of humor, ability to place life’s challenges into a hopeful context, and most of all, his enlarged heart, will be cherished. 

NOW THEREFORE, BE IT RESOLVED that the Board of Directors approve of dedicating the upcoming Second Annual KS&A Adult Retreat to Robert Grace’s memory.

RESOLVED, FURTHER, that the Board of Directors hereby authorizes changing of the name of the “Grandin Memorial Scholarship Fund,” which Robert and Jennifer Grace created in late 2004 in memory of their close friend, Eric Grandin, to be the “Grandin Grace Memorial Scholarship Fund.” The mission of the Grandin Grace Memorial Scholarship Fund is to provide scholarships for diagnosed men to attend retreats and national conferences.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 06-016 (September 17, 2006)


Title:  Amendment to Section 5.12 of the KS&A Bylaws


Moved by:  Melanie BLanchard


Resolution:  WHEREAS, the Board of Directors, by Resolution No. 06-008, created four Standing Committees of the Board including the Finance and Governance Committee, the Program Committee, the Fundraising Committee and the Research Committee.

WHEREAS, Section 5.12 of the Bylaws currently provides that at least one-half of the members of any such Standing Committee shall be KS&A Directors, with the remaining members able to be directors or being non-directors.

WHEREAS, the Board of Directors wishes to provide for the possibility that an even higher percentage of non-directors may serve on such Standing Committees; and accordingly wishes to remove any threshold percentage of the committees that must be Directors, and in its place to require that one or both of the Chair and Vice Chair of any committee must be a Director in good standing;

NOW THEREFORE, BE IT RESOLVED that the Board of Directors hereby agrees to delete in its entirety the second full paragraph of Section 5.12, and to substitute in its place the following new paragraph: 

Without limiting the foregoing, in the event that it does not have the authority of the Board of Directors, then the membership of such ad hoc and/or standing committee(s) of the Board of Directors may be comprised of any number of non-Directors provided that, at all times, the Chairperson and/or Vice Chairperson of each such committee(s) shall be Director(s) in good standing.


Second by:  Richard Bregante


Vote:  Approved unanimously.

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