2005 Adopted Board Resolutions

During 2005, the KS&A Board of Directors held seven meetings, during which it considered twenty-two (22) resolutions.  A summary of these Board resolutions is listed below (click on the resolution number to see additional details) -

If you have any 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.

Resolution No. 05-001 (June 26, 2005)

Moved by:  Doug Lawrence


Resolution: WHEREAS, the FY 2004 Financial Statements compiled on behalf of KS&A by the independent certified public accounting firm of Hall & Jones in Irvine, CA were circulated to all Board members in advance of the meeting;

AND WHEREAS, the Board has had an opportunity to review and discuss the contents of such FY 2004 KS&A Financial Statements;

NOW THEREFORE, RESOLVED that the Board approves of the FY 2004 Financial Statements in the form and substance compiled on behalf of KS&A by Hall & Jones, CPA.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 05-002 (July 24, 2005)

Moved by:  Dr. Ilene Fennoy


Resolution:  WHEREAS, at the June 26, 2005 meeting of the Board, the Directors requested that a budget be prepared for the organization;

WHEREAS, a draft budget for KS&A was prepared and circulated to all Board members in advance of the meeting and, as presented, such budget forecasts total income for CY 2005 of $83,000 and associated overhead costs during the period of approximately $67,000, resulting in a projected surplus of approximately $15,000 for the year;

NOW THEREFORE, RESOLVED that the Board accept the budget, as presented.


Second by:  Doug Lawrence


Vote:  Approved unanimously.

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Resolution No. 05-003 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Executive Director and Executive Chairman have at the meetings on June 26 and July 24, 2005, summarized the actions taken by the officers pending ratification of such acts by the KS&A Board;

NOW THEREFORE, RESOLVED that the Board approve of KS&A’s appointment of Robin Hall and the Hall & Jones firm to serve as certified public accountants for CY 2004/2005 and CY 2005/2006, to assist KS&A to develop various procedures that will be adhered to within KS&A’s operations, as well as bookkeeping practices and related matters, and to provide ongoing direction for KS&A’s staff in this regard and, as and when requested by the Board, to conduct an independent audit of such KS&A financial accounts and prepare future tax returns.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-004 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, by Resolution 05-003, the Board approved of the engagement of Robin Hall and Hall & Jones, CPA to perform certain accounting duties on behalf of KS&A;


AND WHEREAS, the Board wishes to appoint Robin Hall to act on KS&A’s behalf in all tax matters with the State of California Franchise Tax Board, Employment Development Department and Internal Revenue Service.


NOW THEREFORE, RESOLVED that the Board authorize the Executive Director and/or Executive Chairman, or either of them, to revoke the Power of Attorney appointing Bill Patterson – and in lieu thereof to file the appropriate Power of Attorney documents authorizing Robin Hall – to hereinafter represent KS&A in all tax matters with the State of California Franchise Tax Board, Employment Development Department and Internal Revenue Service.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-005 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Board wishes to provide for all of KS&A’s financial records from and after January 1, 2001 to be held at the office of its Executive Chairman, 11 Keats Court, Coto de Caza, CA 92679;

AND WHEREAS, the Board wishes to file an amendment to its Articles of Incorporation and any other official documents to provide for this new mailing address and agent for service of process;

NOW THEREFORE, RESOLVED that the Board approve amendment of Article III of the Articles of Incorporation (Agent for Service of Process) of this corporation to read as follows:


       Robert H. Shelton
       11 Keats Court
       Coto de Caza, CA 92679


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-006 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Board wishes to change the address of all of its banking accounts to be such new address;

NOW THEREFORE, RESOLVED that the Board approve a change of address in the Bank Accounts to hereafter be as follows:


       Klinefelter Syndrome & Associates (KS&A)
       11 Keats Court
       Coto de Caza, CA 92679
       (949) 858-9428
       (888) 999-9428


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-007 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Board wishes to update the signatories on KS&A’s bank accounts to (a) remove persons who are no longer active or geographically proximate to where such books and records will be maintained and/or who receives salary or income from KS&A; and (b) add new authorized agents who are both geographically proximate and who do not receive income from KS&A;


NOW THEREFORE, RESOLVED that the Board approve changing the names of authorized signatories on its Bank Accounts by removing Darrell Haag, Dennis Kearney, Julie Kvarme and Melissa Aylstock from being signatories; and adding Robert H. Shelton and Kathi Henry as new signatories. Sheila Clark, KS&A Secretary-Treasurer, is currently a signatory and will continue as an authorized signatory on such KS&A bank account(s).


Second by:  Shiela Clark


Vote: Approved unanimously.

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Resolution No. 05-008 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, by Resolution No. 05-005 and 05-006, the Board has revised the location of KS&A’s offices, and wishes to amend the official record of such matters with the Secretary of State’s office;


NOW THEREFORE, RESOLVED that the Board approve filing with the California Secretary of State an updated Statement of Domestic Non-Profit Corporation indicating the new office location, officers’ names and agent for service of process of this Corporation in accordance with the changes previously approved by the Board.


Second by:  Shiela Clark


Vote: Approved unanimously.

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Resolution No. 05-009 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Board wishes to establish a policy of one signatory for checks under $2500 and two signatories for amounts over $2500 per transaction (or group of related transactions);


NOW THEREFORE, RESOLVED that the Board approve establishing the policy that (a) any one of the authorized signatories on its Bank Accounts may make withdrawals and/or expenditures of up to $2500; and (b) all withdrawals and/or expenditures that alone or in combination with other related transactions exceed such $2500 amount shall require signatures by a minimum of any two of the authorized signatories on KS&A’s bank accounts. 


Second by:  Shiela Clark


Vote: Approved unanimously.

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Resolution No. 05-010 (August 28, 2005)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Board wishes to apply for a credit (or debit) card to be used solely for KS&A’s official purposes;


NOW THEREFORE, RESOLVED that the Board approve applying for and, if approved, establishing a credit and/or debit card on behalf of KS&A, which account or accounts will be used solely for the official business of KS&A and which card or cards will be safely stored at its offices at 11 Keats Court in Coto de Caza, CA.


Second by:  Shiela Clark


Vote: Approved unanimously.

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Resolution No. 05-011 (September 18, 2005)

Moved by:  Dr. Ilene Fennoy


Resolution:  WHEREAS, KS&A’s Board of Directors unanimously approved the Program Coordinator program by action of the Board in Resolution No. 03-013, adopted on November 16, 2003;


WHEREAS, the Board wishes to assure the standardization and formalization of materials, documents and referral procedures used by Program Coordinators and KS&A’s intake staff in order to ensure that such program meets KS&A’s mission, objectives and quality standards;


WHEREAS, given the degree of sophistication and complexity in the growth of KS&A programs over the past year, it is impossible to review the details of these programs without taking the Board’s focus away from other, equally important governance, accountability, fundraising and strategic planning responsibilities.


AND WHEREAS, the Board recognizes that such review is more appropriately conducted by a subcommittee of the Board which can, among other things, review a list of articles and materials sent out in information packets to callers at intake; lists of scientific articles; links and documents used by Program Coordinators in response to inquiries; and referral policies and procedures, including specific and general referrals to tertiary care providers and genetic counselors;


NOW THEREFORE, RESOLVED that the Board of Directors form a subcommittee of the Board comprised of Dr. Fennoy, Dr. Sprouse and Doug Lawrence, entitled “Program Coordinator Review Subcommittee,” for the purposes of reviewing the Program Coordinator materials, documents and referral process, especially regarding prenatal calls;


AND FURTHER RESOLVED that the Subcommittee work in concert with the Executive Director, Mary Davidson, to achieve these goals and report back to the Board on its findings and recommendations.


Second by:  Dr. Carole Samango-Sprouse


Vote:  Approved unanimously.

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Resolution No. 05-012 (September 18, 2005)

Moved by:  Dr. Ilene Fennoy


Resolution:  WHEREAS, KS&A staff has recommended that a committee be established to oversee and develop a long-range multi-year KS&A conference plan that will target the various and diverse KS&A constituencies and that will bring such plans to the KS&A Board for its review and approval;


NOW THEREFORE, RESOLVED that the Board of Directors form a new committee, to be designated the “KS&A Conference Committee,” the purpose of which will be to oversee and develop a long-range multi-year KS&A conference plan targeted to the various and diverse KS&A constituencies, which plans the committee will bring to the KS&A Board for its review and approval;


RESOLVED FURTHER that the Executive Director, with the advice of the Executive Chairman, shall establish the number of members and appoint from time to time volunteer members to said KS&A Conference Committee, as well as provide on-going supervision of said committee’s work plan, objectives and performance;


AND RESOLVED FURTHER that the Executive Director shall periodically make reports to the Board regarding the foregoing matters and activities of the KS&A Conference Committee.


Second by:  Dr. Carole Samango-Sprouse


Vote:  Approved unanimously.

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Resolution No. 05-013 (September 18, 2005)

Moved by:  Dr. Ilene Fennoy


Resolution: WHEREAS, although time-consuming and involving some financial risks, conferences are an important activity to carrying out KS&A’s mission that the Board and executive officers believe should be continued and increased;


WHEREAS, the Executive Chairman has apprised the Board of the ongoing efforts to find an acceptable basis to possibly co-sponsor with AAKSIS a 2006 national conference;


AND WHEREAS, the executive officers have provided a status report concerning ongoing efforts to plan three proposed KS&A conference activities during 2006, including (1) a Trisomy X and 47,XYY conference at the M.I.N.D. Institute in Sacramento, CA, the tentative date for which is March 3-5, 2006; (2) the 2006 (second annual) Adult Retreat for 47,XXY adult men at a yet to be adetermined location and date; and (3) a dual-tracked regional Parents’ Conference and pilot outreach project, at a yet to be determined location in California in Fall 2006.


NOW THEREFORE, RESOLVED that the Board approves the general outline of the 2006 conference plan, including:

1. A Trisomy X / XYY conference in Spring 2006 to be held at the M.I.N.D. Institute in Sacramento, CA;




2. A Second Annual Adult Retreat, to be held at a time and location yet to be determined; and




3. A dual-track regional Parents’ Conference focusing on pediatric / adolescent and adult issues and for parents of all SCA’s in the Los Angeles basin, to be conducted as a pilot effort in connection with an intensive regional outreach effort. 

FURTHER RESOLVED that such events be planned and pursued generally in accordance with the outline provided with the Agenda and be subject to the Board’s review and approval as to a final budget for each conference at an appropriate, later stage in the planning process


Second by:  Dr. Carole Samango-Sprouse


Vote:  Approved unanimously.

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Resolution No. 05-014 (October 23, 2005)

Moved by:  Darrell Haag


Resolution:  WHEREAS, at its meeting on November 16, 2003, the Board adopted Resolution No. 03-013 to create the Program Coordinator volunteer staff positions, which among other things receive and respond to incoming telephone calls and e-mail inquiries to KS&A;


WHEREAS, at its meeting on August 28, 2005, by Resolution No. 05-011, the Board organized the Program Coordinator Review Subcommittee, an ad hoc subcommittee to review the progress of the Executive Officers, in collaboration with Program Coordinators, in establishing and carrying out this responsibility. 


WHEREAS, the Executive Director and Program Coordinators prepared and provided to all of the members of such Program Coordinator Review Subcommittee various materials and information, including as specifically identified in such earlier Board resolution;


WHEREAS, the Program Coordinator Review Subcommittee conducted a review on Wednesday October 19, 2005;


AND WHEREAS, the Program Coordinator Review Subcommittee have reported its findings to the Board;


NOW THEREFORE, RESOLVED that the prior actions of the officers of KS&A (including without limitation the Executive Chairman and Executive Director) with respect to implementing the intent of the Board in Resolution No. 03-013 are hereby ratified and approved;


RESOLVED FURTHER that the Board wishes to express its appreciation to each of the volunteer staff for their service as Program Coordinators and/or Program Assistants;


RESOLVED FURTHER that the Executive Officers, and each of them, is hereby authorized and directed to do all things necessary and desirable to continue to carry out the intent of the foregoing referenced resolutions;


AND RESOLVED FURTHER that the Executive Director is requested to report to the Board with a further progress report on this program activity on or by October 2006


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-015 (October 23, 2005)

Moved by:  Darrell Haag


Resolution:  WHEREAS, KS&A’s 2004 Holiday Greeting Card, sent by email to all members, was “signed” by (among others) Lennie Wilson, MSN, RN, as “Director of Scientific Communications Services;”


WHEREAS, subsequently this volunteer staff position and Ms. Wilson were introduced to the membership in KS&A’s Spring Newsletter, The Even Exchange, issued in May 2005;


WHEREAS, the Board has received and had an opportunity to review and discuss, among other things, (a) a job description of the Director of Scientific Communications Services; (b) a copy of that portion of the May 2005 Newsletter dedicated to describing the position and introducing Lennie Wilson as the individual initially appointed to it; and (c) a copy of that portion of the Executive Director’s report (from June 26, 2005) summarizing accomplishments to date and 2005/2006 objectives for this position;


NOW THEREFORE, RESOLVED that the actions of the officers of KS&A (including without limitation the Executive Chairman and Executive Director) with respect to establishing the volunteer staff position of Director of Scientific Communications Services (DSCS) are hereby ratified and approved;


RESOLVED FURTHER that the Board wishes to express its appreciation to Lennie Wilson for her volunteer service as DSCS;


RESOLVED FURTHER that the Executive Officers and DSCS, and each of them, is hereby authorized and directed to do all things necessary and desirable to continue to carry out the role of DSCS;


AND RESOLVED FURTHER that the Executive Director is requested to report to the Board with a further progress report on this staff activity on or by October 2006.


Second by:  Melissa Aylstock


Vote:  Approved unanimously.

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Resolution No. 05-016 (October 23, 2005)

Moved by:  Melissa Aylstock


Resolution:  WHEREAS, KS&A’s 2004 Holiday Greeting Card, sent by email to all members, was “signed” by (among others) Virginia Cover, MSW, MBA as “Director of Education;”


AND WHEREAS the Board has received and had an opportunity to review and discuss, among other things, (a) a copy of the job description of the Director of Education; and (b) a copy of that portion of the Executive Director’s report (from June 26, 2005) summarizing accomplishments to date and 2005/2006 objectives for this position;


NOW THEREFORE, RESOLVED that the actions of the officers of KS&A (including without limitation the Executive Chairman and Executive Director) with respect to establishing the position of Director of Education are hereby ratified and approved;


RESOLVED FURTHER that the Board wishes to express its appreciation to Ginnie Cover for her volunteer service as Director of Education;


RESOLVED FURTHER that the Executive Officers and Director of Education, and each of them is hereby authorized and directed to do all things necessary and desirable to continue to carry out the role of Director of Education;


AND RESOLVED FURTHER that the Executive Director is requested to report to the Board with a further progress report on this staff activity on or by October 2006.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-017 (October 23, 2005)

Moved by:  Melissa Aylstock


Resolution:  WHEREAS, at its meeting on August 28, 2005, the Board unanimously adopted Resolution Nos. 05-003 to 05-010 (inclusive), respecting among other things, appointment of accounting personnel and adoption of various procedures and practices for the organization;

AND WHEREAS the Board of Directors wishes to empower KS&A’s Executive Officers to do such additional things necessary to carry out the actions approved in these earlier resolutions;

NOW THEREFORE, RESOLVED that the officers of KS&A (including without limitation the Executive Chairman, Executive Director and Secretary-Treasurer, or any of them) be, and each of them hereby is, authorized to execute, file and deliver, in the name of and on behalf of KS&A and under its corporate seal or otherwise, such further agreements, documents and other instruments as any such officer may deem necessary or appropriate to effectuate the intent of Resolution Nos. 05-003 to 05-010, adopted on August 28, 2005;

RESOLVED FURTHER that the officers of KS&A be, and each of them hereby is, authorized and directed to do all things necessary and desirable to carry out the intent of the foregoing referenced resolutions;

AND RESOLVED FURTHER that the taking of any action or the execution of any instrument by an officer of KS&A in connection with the foregoing resolutions shall be conclusive of said officer’s determination that the same was necessary to serve the best interests of KS&A


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-018 (October 23, 2005)

Moved by:  Shiela Clark


Resolution: WHEREAS, KS&A’s Directors have previously expressed interest in considering an amendment in KS&A’s policies to rescind all existing membership and newsletter subscription fees;


WHEREAS, the Board is cognizant that, if rescinded, KS&A would become 100% supported by donations, gifts and/or value-added product or service-based transactions; and all current (and future) KS&A “members” (e.g., all persons in KS&A’s database) would receive the newsletter free of charge;


AND WHEREAS, making such a change in policy is anticipated to reduce various difficulties associated with collecting and administering these charges and help to address issues that have arisen from the existing fee structure, which represents approximately 8% of KS&A’s total annual revnues;


NOW THEREFORE, RESOLVED that, effective as of September 1, 2005, KS&A will no longer charge dues for membership and/or fees for subscriptions to The Even Exchange, and the Board hereby rescinds any and all such membership dues, newsletter fees and related charges;


RESOLVED FURTHER that, subject to having adequate funding, from time to time KS&A shall continue to endeavor to publish and distribute copies of The Even Exchange to all KS&A members and others who may benefit from it, and shall consider posting these newsletters in electronic form as .PDF files on the KS&A website;


AND RESOLVED FURTHER that the Executive Director and/or Executive Chairman shall make a report to the Board on or before December 31, 2006, concerning the effect of such changes, including but not limited to commenting on the strategic utilization of newsletters and other development appeals to increase the number of KS&A members, the number of donors, average donation levels per gift and aggregate amount of solicited and unsolicited contributions, together with making a recommendation concerning further changes (if any) to the membership dues and/or publication fee policies of the organization.


Second by:  Melissa Aylstock


Vote:  Approved unanimously.

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Resolution No. 05-019 (November 20, 2005)

Moved by:  Shiela Clark


Resolution: WHEREAS, the Board acknowledges the importance of dedicating itself to capacity building as its core responsibility and wishes to undertake this responsibility directly;


WHEREAS, this kind of comprehensive long-term strategic planning is better suited to a face-to-face retreat and discussions occurring over several intensive days than in one (or multiple) telephone meetings;


WHEREAS, KS&A’s current financial condition is not adequate to cover the costs for a two-day planning retreat, and the Board members who are likely to be in a position to (themselves) contribute money to KS&A or alternatively to get others to contribute money should be able to pay for their own costs associated with attending such a retreat rather than needing KS&A to defray such expenses on their behalf;


AND WHEREAS, there is urgency that we build KS&A’s financial infrastructure before wearing out the goodwill, energies and commitment of our volunteer staff;


NOW THEREFORE, BE IT RESOLVED that the Board hold a 2-day face-to-face planning retreat as soon as possible, but in no event any later than March 31, 2006;


RESOLVED that each Board member shall pay his or her pro rata share of the aggregate cost of such strategic planning meeting (including without limitation the costs of travel, food and housing costs, and the cost for a facilitator who specializes in non-profit fund development) through making (or causing to be made by a third-party) a tax-exempt donation to KS&A in that amount;


AND, RESOLVED FURTHER that each prospective nominee to the Board Directors and Officers be informed of the foregoing focus for the 2006/2007 period, and of the foregoing financial obligation to help create KS&A’s financial capacity and solvency.


Second by:  Darrell Haag


Vote: Approved unanimously.

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Resolution No. 05-020 (November 20, 2005)

Moved by:  Darrell Haag


Resolution:  WHEREAS, Board nominations are due on or before the Board’s next regularly scheduled meeting, on Sunday, December 18, 2005; and Board and Officer elections are now scheduled for the Board meeting, on Sunday, January 22, 2005;


AND WHEREAS, by Resolution No. 05-019, the Board identified that building capacity should be the principal focus of the in-coming Directors and Officers, and the current Board recognizes the paramount importance of recruiting candidates for these positions who possess the skill sets, interest, resources and/or contacts with persons having such resources to fulfill the goals and objectives of the KS&A Board on a going-forward basis.


NOW THEREFORE, BE IT RESOLVED that the Board hereby establishes a Nominations Committee to undertake identifying and recruiting Board members with the best experience, resources and skills to fulfill the goals articulated in Resolution No. 05-019;


RESOLVED FURTHER that all nine members of the existing Board, the Executive Director and such other person(s) as the Executive Director and Executive Chairman shall hereinafter designate are hereby nominated to constitute such Nominations Committee;


RESOLVED FURTHER that any member of the Nominations Committee may deliver to the Secretary/Treasurer on or before Wednesday, December 14, 2005, any names that he or she wishes to nominate to serve as a director or officer, and an indication of whether such proposal is for a one or two year term, together with the following information: A current phone number and email address for each such nominee; a summary of the reasons that such Nominations Committee member believes such person(s) will help KS&A to fulfill the goals articulated in Resolution No. 05-019; and an indication concerning whether that individual knows that his or her name will be placed in nomination.  In fulfilling the foregoing duties, Nominations Committee members may self-nominate;


RESOLVED FURTHER that the Secretary/Treasurer and the Executive Chairman shall compile all of such names placed in nomination, which information shall be included in the Agenda for the meeting on December 18, 2005;


RESOLVED FURTHER that on December 18, 2005, the Board shall discuss such nominations and determine for which such nominees there is a “second,” with such individuals being hereinafter referred to as “Nominated and Seconded;”


RESOLVED FURTHER that at its December 18, 2005 meeting, the Board shall also elect a Sub-Committee of such Nominations Committee, consisting of three (3) persons, to review all Nominated and Seconded persons, to conduct an interview with each candidate and to prepare a report summarizing its findings;


AND RESOLVED FURTHER that such sub-committee of the Nominations Committee shall evaluate each such Nominated and Seconded persons according to those persons’ ability and interest in carrying out the goals articulated in Resolution No. 05-019, and shall provide a written report concerning its findings, such report to be distributed along with the Agenda for the Board meeting on January 22, 2006.


Second by:  Shiela Clark


Vote:  Approved unanimously.

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Resolution No. 05-021 (December 18, 2005)

Moved by:  Shiela Clark


Resolution: WHEREAS, Board and Officer elections are scheduled for the KS&A Board meeting on Sunday, January 22, 2006;


AND WHEREAS, the Board has received a total of 41 nominations to fill 5 Board seats that are open for a 2-year term beginning on February 1, 2006, and an additional 5 Board seats that are open for a 1-year term beginning on that same date;


AND WHEREAS, the Board has received a total of 1 nomination to fill the position of Executive Chairman; 2 nominations to fill the position of Vice Chairman; and 1 nomination to fill the position of Secretary/Treasurer;


NOW THEREFORE, BE IT RESOLVED that the Board hereby establishes the following election procedures for the selection of Directors and Officers:

1. KS&A shall use the VoteNet system to enable the existing KS&A Board members to vote anonymously on the election of Officers and Directors;




2. KS&A shall use Rank Voting (as described in the Agenda) for such ballot;




3. The 5 nominees for Directors who receive the highest number of points on the basis of such rank voting shall be elected to two-year terms as Directors beginning on February 1, 2006 and ending on January 31, 2008;




4. The 5 nominees for Directors who receive the next highest number of points on the basis of such rank voting shall be elected to one-year terms as Directors beginning on February 1, 2006 and ending on January 31, 2007;




5. If two are more persons are nominated as Officers, then the officer candidate receiving the highest number of points shall be designated the winner, provided that person has received a sufficient number of points to be elected as a Director;




6. If no Officer nominee for a particular office receives sufficient points to rank in the top ten points of all Director nominees, then such Officer position shall remain vacant pending action by the incoming Board to fill such vacancy at its first duly noticed meeting following the election;




7. Election voting shall take place between 8:00 pm and 11:00 pm EST on Sunday, January 22, 2006, with the results of such process to be announced in an email message to all KS&A Board members (old and new) on Monday, January 23, 2006;




8. In the event of a tie, the Board will be informed of this, and the tie will be broken by a second ballot on just the tied election, such electronic vote taking place between 8:00 pm and 11:00 pm EST on Monday, January 23, 2006; and




9. Final results will be announced no later than Noon EST on Tuesday, January 24, 2006.

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Resolution No. 05-022 (December 18, 2005)

Moved by:  Shiela Clark


Resolution: WHEREAS, KS&A Board and Officer elections are scheduled for the Board meeting, on Sunday, January 22, 2006;


WHEREAS, the Board has received a total of 41 nominations to fill 5 Board seats that are open for a 2-year term beginning on February 1, 2006, and an additional 5 Board seats that are open for a 1-year term beginning on that same date;


WHEREAS, the Board has received a total of 1 nomination to fill the position of Executive Chairman; 2 nominations to fill the position of Vice Chairman; and 1 nomination to fill the position of Secretary / Treasurer;


AND WHEREAS, the Board previously established a Nominations Committee and a sub-committee thereof, which sub-committee shall have three members and shall be responsible for evaluating each nominee’s ability and interest in carrying out the goals articulated in Resolution No. 05-019, and preparing a report concerning its findings on or before January 18, 2006.


NOW THEREFORE, BE IT RESOLVED that the Board hereby:

1. Appoints Darrell Haag, Shiela Clark and Melissa Aylstock to serve as the three-member sub-committee of the Nominations Committee established by Resolution No. 05-020 and to carry out the duties and responsibilities therein described;
2. Adopts the form of questionnaire substantially as set forth in the Agenda to serve as the basis for the interviews and preparation of the report by such sub-committee; and
3. Designates the close of business on Wednesday, January 18, 2006 as the deadline for the receipt from such sub-committee of its full written report.

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