2004 Adopted Board Resolutions

During 2004, the KS&A Board of Directors held two meetings, during which it considered twelve (12) resolutions.  A summary of these Board resolutions is listed below (click on the resolution number to see additional details) -

Resolution No. 04-001 (February 29, 2004)

Moved by:  Ken Cozzens


Resolution: A motion to approve the minutes of the November 16, 2003 KS&A Board meeting.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 04-002 (February 29, 2004)

Moved by:  Dr. Ilene Fennoy


Resolution: A motion to (1) approve the form of Volunteer Services Agreement; (2) authorize the Executive Chairman or Executive Director to enter into and execute such form of agreement on behalf of KS&A with each of Stefan Schwarz, Paulette Rothacher, Robert Grace, Jill Balfour and Leslie Petruk, as Project Coordinators; and (3) approve KS&A advancing the sum of $500 to each Program Coordinator as working capital, such advances being subject to reimbursement (and replenishment of the respective working capital advance) upon submission of receipts.


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-003 (February 29, 2004)

Moved by:  Darrell Haag


Resolution: WHEREAS, on November 16, 2003, the KS&A Board approved a revision to the written plan of succession, and several weeks later, Mr. Shelton received a call from Mary Davidson, indicating that effective December 31, 2003, she planned to resign as Executive Director of the Genetic Alliance, and expressing interest in helping out with KS&A;


WHEREAS, a number of knowledgeable people in the non-profit area with whom Mr. Shelton has consulted about KS&A’s transition plan have suggested an alternative approach wherein we build a significantly stronger financial foundation through seeking “capacity building grants” from individuals, corporations and charitable foundations totaling between $500,000 and $1,000,000 before attempting to recruit a full-time paid Executive Director;


WHEREAS, if the Board elects to adopt this alternative approach wherein “capacity building” precedes finalizing our recruitment efforts for a full-time, permanent Executive Director, there is a role for a “Transitional Executive Director” to: (a) lead the organization’s efforts to build such capacity and financial base; (b) oversee attendant day-to-day operations during the interim; and (c) work with the Board and the membership to complete those things during the interim that are necessary to make these efforts successful;


AND WHEREAS, subject to the Board’s approval, Ms. Davidson has agreed to serve as “Transitional Executive Director” and, in this capacity, to fulfill the foregoing role; and if approved, would agree to perform these duties on a volunteer basis assuming a time allocation of an average of one day per week,


NOW THEREFORE, I move that we accept the modified transition plan to reflect the changes as stated so as to emphasize the “Capacity Building” approach.


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-004 (February 29, 2004)

Moved by:  Darrell Haag


Resolution: A motion to (1) accept the offer made by Mary Davidson to serve as Executive Director on a transitional basis as contemplated by Resolution No. 04-003; (2) authorize the Executive Chairman to conclude a Volunteer Services Agreement with Mary Davidson to serve as “Executive Director” in this regard; and (3) to amend the title for Melissa Aylstock to “Founding Director.”


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-005 (February 29, 2004)

Moved by:  Dr. Carole Samango-Sprouse


Resolution: WHEREAS, the adoption of Resolution No. 04-004 represents a momentous change of circumstances in the leadership of the organization;


AND WHEREAS, Board wishes to express its gratitude and appreciation on behalf of itself and the entire KS&A membership to Melissa Aylstock for the work she has done for more than a decade, both uncompensated and compensated;


NOW THEREFORE, I move that on behalf of the Board of Directors and the entire KS&A membership we formally express gratitude and appreciation to Melissa Aylstock for the work she has done for more than a decade.


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-006 (February 29, 2004)

Moved by:  Shiela Clark


Resolution: WHEREAS, the Program Coordinators have recommended that KS&A host a pediatric-oriented national conference in Kansas City, Missouri, on the weekend of July 16-18, 2004 (the “2004 National Conference");


AND WHEREAS, a tentative agenda and preliminary budget have been developed for such 2004 National Conference


NOW THEREFORE, I move to approve the plan for a three-day conference to be held on July 16-18, 2004, in Kansas City, Missouri, including approval of the tentative agenda and related budget therefor.


Second by:  n/a


Vote: Approved unanimously

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Resolution No. 04-007 (February 29, 2004)

Moved by:  Shiela Clark


Resolution: WHEREAS, by Resolution No. 04-006, the Board has approved plans for a 2004 National Conference, together with a tentative agenda and preliminary budget;


AND WHEREAS, the Executive Director recommends that the Board officially designate Paulette Rothacher to serve as 2004 Conference Chair and empower her to carry out such plans in accordance with such approved budget and agenda;


NOW THEREFORE, I move that the Board officially designate Paulette Rothacher to serve as the 2004 Conference Chair for such conference, and for her to be empowered by such designation to carry out such budget and implement such agenda on behalf of the organization, as such plan and related budget may be amended from time-to-time with the approval of the Executive Chairman and/or Executive Director.


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-008 (February 29, 2004)

Moved by:  Shiela Clark


Resolution: WHEREAS, by Resolution No. 04-006, the Board has approved plans for a 2004 National Conference, together with a tentative agenda and preliminary budget;


AND WHEREAS, the preliminary budget for such 2004 National Conference indicates a net deficit based on the expected income from paid registrations alone;


NOW THEREFORE, I move that the Board authorize the Executive Director, Executive Chairman, Founding Director, 2004 Conference Chair, or any of them, to solicit assistance in the form of Educational Grants from one or more corporate sponsors for such event.


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-009 (February 29, 2004)

Moved by:  Darrell Haag


Resolution: WHEREAS, the Executive Chairman has disclosed his intention to try and acquire the assets (including software, a pending patent application and related knowhow) of a privately-held company formerly known as Medigenesis, Inc.; and if acquired to seek to enhance the feature set and thereafter re-launch the Medigenesis system;


WHEREAS, if Mr. Shelton and his associates are successful in acquiring and re-launching the system including anticipated feature upgrades, they intend to make such Web-based system available to KS&A on a royalty-free basis for its use in: (a) providing KS&A members with a potentially-attractive value-added service that is not currently available anywhere else on the Web or otherwise; (b) on this basis, providing a stronger justification for KS&A beginning to charge annual dues to members; and (c) simultaneously acquiring normative data (stripped of any individual patient identifiers) which KS&A would own concerning a large population of persons with X and/or Y chromosome variation, and with which to assist professionals doing research in this field.


WHEREAS, (a) no investment is being sought from KS&A; (b) it is anticipated that KS&A would retain for its own use all net revenues (after repaying direct costs) from payments made for use of such system; and (c) KS&A will not receive any ownership in the Medigenesis assets or any future deployment thereof, but instead such future benefits, if any, would accrue to the investors in such acquisition and development entity, of which Mr. Shelton may be a principal.


AND WHEREAS, the Executive Chairman has requested that the Board grant a waiver of the foregoing conflict of interest based on his agreeing not to participate in any discussions or votes pertaining to such matter, at this time or as such agreements, if any, by and between such new entity and KS&A are negotiated and administered;


NOW THEREFORE, I move that the Board acknowledge the foregoing plan, and waive any such conflicts provided that all contracts, if any, be negotiated on an arms-length basis between KS&A and Mr. Shelton or the entity responsible for this implementation.


Second by:  n/a


Vote: Approved unanimously, with one abstention. (Robert Shelton did not participate in the discussion and abstained from voting on Resolution No. 04-009).

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Resolution No. 04-010 (February 29, 2004)

Moved by:  Darrell Haag


Resolution: A motion to designate Ms. Mary Davidson, Executive Director, to work with Mr. Shelton or another person from the firm responsible for such re-implementation of the Medigenesis system, if any, to conclude a mutually acceptable basis for KS&A to utilize such system if, as and when it should become available.


Second by:  n/a


Vote: Approved unanimously, with one abstention. (Robert Shelton did not participate in the discussion and abstained from voting on Resolution No. 04-010).

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Resolution No. 04-011 (April 25, 2004)

Moved by:  Shiela Clark


Resolution: WHEREAS, on February 29, 2004, Robert Shelton received an email message from Ken Cozzens, in which Mr. Cozzens indicated his need to resign from the Board for personal reasons;


AND WHEREAS, the Board wishes to accept the resignation of Mr. Cozzens, with regret;


NOW THEREFORE, the KS&A Board of Directors officially accepts the resignation of Ken Cozzens from such Board, and expresses its appreciation on behalf of KS&A for his prior service.


Second by:  n/a


Vote: Approved unanimously.

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Resolution No. 04-012 (April 25, 2004)

Moved by:  Melissa Aylstock


Resolution: WHEREAS, the Program Coordinators have recommended that KS&A host a 3-day retreat on the Carnival Paradise cruise ship to be held on October 15-18, 2004, departing from Los Angeles, CA, that will be directed to the 18+ year-old 47,XXY population, with or without spouse or partner (the “Adult Retreat at Sea");


AND WHEREAS, a tentative agenda and preliminary budget have been developed for such Adult Retreat at Sea, including but not limited to using Jack Pool to serve as a facilitator for such event;


NOW THEREFORE, resolved that the KS&A Board of Directors (1) approve the plan for a three-day Adult Retreat at Sea to be held on October 15-18, 2004, including approval of the tentative agenda and related budget therefor; (2) appoint Robert Grace to serve as Event Chairman for such 2004 Adult Retreat at Sea; (3) authorize the Executive Director, Executive Chairman, Founding Director and 2004 Event Chairperson, or any of them, to solicit assistance in the form of Educational Grants from one or more corporate sponsors for such event; and (4) authorize the Executive Director and/or Executive Chairman to conclude a contract by and between KS&A and Jack Pool for the event.


Second by:  n/a


Vote: Approved unanimously.

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