2003 Adopted Board Resolutions

During 2003, the KS&A Board of Directors held two meetings, during which it considered fifteen (15) resolutions.  A summary of these Board resolutions is listed below (click on the resolution number to see additional details) -

Resolution No. 03-001 (September 7, 2003)

Resolution: WHEREAS, in follow-up to discussions begun at the time of KS&A’s 2003 Cleveland conference, a planning session was held in Newport Beach, California on August 15, 2003 by an ad hoc committee comprised of Melissa Aylstock, Shiela Clark, Ken Cozzens, and Robert and Leah Shelton;

WHEREAS, a proposal was developed during the course of that meeting, which was subsequently refined and circulated to the KS&A Board of Directors in writing in advance of this meeting, the core element of which entails a plan to recruit a full-time, paid professional Executive Director to help increase KS&A’s membership, fundraising and grant-pursuit efforts and to “achieve many of the things the Board and/or current Executive Director have aspired to do in the past” but for which KS&A has historically run into organizational and/or financial limitations;

WHEREAS, a proposed timeline accompanies such plan, and contemplates KS&A recruiting one or more qualified individuals for the position of Executive Director, with the hope that the Board might be in a position to consider the most highly qualified candidates at a January 2004 meeting; and assuming that an employment offer is extended to a candidate for the position at that time, further assuming an approximately six-month timeframe for the efforts of such individual to identify outside support at a break-even level of ongoing revenue and expenses, including the salary for the new position;

AND WHEREAS, it is the unanimous recommendation of the members of the aforementioned ad hoc planning committee that KS&A should adopt and abide by such plan and timeline;

NOW THEREFORE, resolved that the proposed plan and timeline be hereby adopted and that a budget of $10,000 be established for use in Executive Director recruitment efforts.



Vote:  Approved unanimously.

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Resolution No. 03-002 (September 7, 2003)

Resolution:  WHEREAS, Melissa Aylstock, the incumbent Executive Director, has informed the Board that she intends to retire as Executive Director just as soon as a new Executive Director can be hired and familiarlized with the organization sufficient to assume such responsibility;

WHEREAS, the plan adopted by Resolution No. 03-001 targets February 15, 2004 as the date for having a new Executive Director in place;

AND WHEREAS, Melissa Aylstock has indicated a willingness to provide transition assistance through that time and for up to three (3) months thereafter;

NOW THEREFORE, resolved that the retirement of Melissa Aylstock as Executive Director be approved as of February 15, 2004, or such other date (earlier or later) as a new Executive Director is hired.


Vote:  Approved unanimously.

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Resolution No. 03-003 (September 7, 2003)

Resolution:  WHEREAS, the term of office of KS&A’s present Chairman, Dr. Carole-Samango-Sprouse, expired on August 31, 2003; and

WHEREAS, the Board hereby wishes to hold elections for the position of Chairman in accordance with the transition plan adopted by Resolution No. 03-001;

NOW THEREFORE, resolved that the Board elect Robert Shelton to serve as KS&A Chairman, effective immediately, such term running through August 31, 2004.


Vote:  Approved unanimously.

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Resolution No. 03-004 (September 7, 2003)

Resolution:  WHEREAS, there presently exists a vacancy on the KS&A Board of Directors; and

WHEREAS, Melissa Aylstock has indicated her intention to retire as Executive Director on or about February 15, 2004, which resignation has been accepted by the Board contingent upon the Board recruiting a replacement for Melissa as Executive Director;

NOW THEREFORE, resolved that Melissa Aylstock be elected to the KS&A Board of Directors and to serve as Director from September 7, 2003 to August 31, 2005.


Vote:  Approved unanimously.

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Resolution No. 03-005 (September 7, 2003)

Resolution:  WHEREAS, the terms of Board service for Ken Cozzens, Shiela Clark, Doug Lawrence and Robert Shelton expired as of August 31, 2003; and

WHEREAS, the Board wishes to extend such Directors’ terms through August 31, 2005,

NOW THEREFORE, resolved that the term that Ken Cozzens, Shiela Clark, Doug Lawrence and Robert Shelton shall serve as KS&A Directors be extended through August 31, 2005.


Vote:  Approved unanimously.

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Resolution No. 03-006 (September 7, 2003)

Resolution:  WHEREAS, Dateline NBC recently aired a 2-hour special, entitled Blood Brothers, that generated a considerable increase in activity on the KS&A website and telephone support line, as well as expressions of concern on the ListServs.

AND WHEREAS, the Board wishes for KS&A to contact the producers of the Dateline NBC show to correct certain erroeous impressions left by it concerning how Klinefelter syndrome is presented in the final two segments of the program;

NOW THEREFORE, resolved that Robert Shelton and Melissa Aylstock are hereby designated on behalf of KS&A to write the producers of Dateline NBC regarding the Blood Brothers program, and in particular to request that the producers help KS&A to fill in some of the factual omissions concerning Klinefelter syndrome left by the final two program segments.


Vote:  Approved unanimously.  (Download the KS&A letter, sent on September 11, 2003)

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Resolution No. 03-007 (November 16, 2003)

Moved by:  Shiela Clark


Resolution:  WHEREAS, on September 7, 2003, by Resolution No. 03-001, the KS&A Board approved a written plan of transition and a related timeline;

WHEREAS, during the period since adopting that plan, two critical activities have been identified that were not adequately addressed in the original plan.  These are: (1) making certain that KS&A responsibly handles all incoming calls and ongoing communications and support for our members; and (2) putting in place full and proper accounting practices;

WHEREAS, the Chairman has proposed revisions to the original plan, such revision addressing the foregoing areas of deficiency;

AND WHEREAS, it is anticipated that without these elements in place, it will be infeasible to materially grow KS&A and/or to raise consequential sums of money irrespective of hiring a full-time Executive Director; and moreover, we anticipate that addressing these areas responsibly before commencing that effort will provide KS&A a much better chance of attracting a well qualified person for the position and help pave the way for their future success.

NOW THEREFORE, resolved that the amended transition plan and timeline be approved as proposed.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-008 (November 16, 2003)

Moved by:  Doug Lawrence


Resolution:  WHEREAS, the Chairman reported having held promising discussions with Sharon Terry, President, and Mary Davidson, Executive Director, of the Genetic Alliance about the prospect for possibly co-locating KS&A’s offices with the Genetic Alliance for $375/month, including facsimile, receptionist services, coffee room and a professional office environment located near the National Institute of Health in Bethesda, MD;

AND WHEREAS, focusing KS&A’s recruitment of prospective candidates for Executive Director on the Washington, D.C. area may provide KS&A a better chance for finding a top candidate and dynamic growth, while simultaneously minimizing overhead costs such as through the possibility for subletting an office from the Genetic Alliance, when and as appropriate.

NOW THEREFORE, resolved that KS&A hereinafter focus its attention on locating candidates for Executive Director in the greater Washington, D.C. area, with the plan of relocating KS&A’s headquarters offices to Washington, D.C. and possibly being co-located with the Genetic Alliance upon hiring a suitable full-time, paid Executive Director.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-009 (November 16, 2003)

Moved by:  Shiela Clark


Resolution:  WHEREAS, KS&A has historically had non-executive directors and a non-executive chairman, with all operating responsibilities being vested in the Executive Director;

AND WHEREAS, it is anticipated that by creating a position of “Executive Chairman,” who will have direct financial accountability and hence have the responsibility for related operational aspects of the organization, KS&A may best expedite the intended transition and attain greater fiscal accountability;

NOW THEREFORE, resolved that KS&A change of status of the Board Chairman from a non-executive officer to Executive Chairman.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-010 (November 16, 2003)

Moved by:  Shiela Clark


Resolution:  WHEREAS, by Resolution No. 03-009, the KS&A Board approved the creation of an executive office known as Executive Chairman;

AND WHEREAS, the Board hereby wishes to hold elections for the position of Executive Chairman;

NOW THEREFORE, resolved that the Board elect Robert Shelton to serve as KS&A Executive Chairman, effective immediately.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-011 (November 16, 2003)

Moved by:  Melissa Aylstock


Resolution:  WHEREAS, over the next 6-9 months, one of the vital steps to KS&A’s successful transition will be to engage increasingly greater activity from the Board, including through ad hoc and standing committees with specifically delegated areas of responsibility and the appointment of interested directors to those committees;

AND WHEREAS, there is a need for the work of an Audit Committee that will be responsible for (1) recommending the selection of an independent accountant or external auditor to the Board, (2) receiving, reviewing, and forwarding to the Board an annual financial report of such accountant or external auditor, and (3) such other matters as may warrant its attention;

NOW THEREFORE, resolved that KS&A create an Audit Committee, which committee will consist of two (2) members of the KS&A Board and have the responsibility for recommending the selection of an independent accountant or external auditor, receiving, reviewing, and forwarding to the Board an annual financial report of such accountant or external auditor and other matters as may warrant its attention.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-012 (November 16, 2003)

Moved by:  Melissa Aylstock


Resolution: WHEREAS, by Resolution No. 03-011, the KS&A Board approved the creation of an Audit Committee consisting of two (2) members of the KS&A Board;

NOW THEREFORE, resolved that the Board approve the appointment of Darrell Haag and Shiela Clark to serve as the members of such Audit Committee.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-013 (November 16, 2003)

Moved by:  Darrell Haag


Resolution: WHEREAS, one of the principal changes in the transition plan adopted by the Board on September 7, 2003, was exploring the viability of creating five (5) new volunteer positions, referred to as “Program Coordinators,” and recruiting qualified candidates who are interested in helping KS&A to define and carry out such roles;

WHEREAS, generally speaking, each Program Coordinator will help to coordinate KS&A’s efforts to provide better support, communication and educational programming for one of the five X and/or Y chromosome variations that comprise KS&A’s mission statement.  These include XXY+ (Pediatric); XXY+ (Adolescent); XXY+ (Adult); XXX+ and XYY+, including of particular note, assuring that all of KS&A’s incoming calls are promptly and professionally handled;

WHEREAS, the Board ancitpates that addressing these objectives will be achieved through implementing an interactive voice response (IVR) phone system that will automatically route all incoming calls to the most appropriate Program Coordinator (or a person(s) who they are confident will handle such calls responsibly);

WHEREAS, a written description was reviewed and discussed that summarizes what the Board anticipates the Program Coordinator positions may entail as they evolve over time, although this description may change as a result of bi-monthly telephonic meetings involving all five Program Coordinators, KS&A’s Executive Chairman and Executive Director;

AND WHEREAS, as KS&A grows, the Board may wish to consider making the Program Coordinator positions into full- or part-time paid staff positions, until such time these will be volunteer positions and thus the total budget impact is anticipated to be for out-of-pocket costs (subject to advance approval) and the cost of the IVR system, which is estimated to be under $500/month including equipment and long distance charges.


NOW THEREFORE, resolved that the Board create five new volunteer positions, each to be named a “Program Coordinator,” and each focused on a particular segment of the population that KS&A serves; and approving an initial budget of $1,000 for establishing such support services.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-014 (November 16, 2003)

Moved by:  Darrell Haag


Resolution: WHEREAS, by Resolution No. 03-013, the KS&A Board approved the creation of five (5) Program Coordinator positions, each serving a discrete segment of the population addressed by KS&A;

WHEREAS, the Executive Chairman has recommended the names of five volunteers, each of whom has expressed a willingness to serve as a Program Coordinator for a particular segment of the X and/or Y chromosome population that KS&A addresses, such individuals, their respective area of focus and location, being listed below -

AND WHEREAS, it is anticipated that prior to each person being announced to the general population, KS&A will enter into a standard written agreement (currently in development) with each Program Coordinator covering the basic scope of work, terms of service, confidentiality and non-disclosure expectations of each party.

NOW THEREFORE, resolved that the Board approve of the previously mentioned individuals to fill these respective, above-listed volunteer positions, and subject to the execution of a written agreement by and between KS&A and them, that they be officially named as such.


Second by:  n/a


Vote:  Approved unanimously.

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Resolution No. 03-015 (November 16, 2003)

Moved by:  Shiela Clark


Resolution: WHEREAS, KS&A wishes to present a more coordinated appearance to the outside public;

AND WHEREAS, it has been suggested that in order to do so, KS&A should organize email addresses for persons with day-to-day management and/or oversight responsibility on the genetic.org server;

NOW THEREFORE, resolved that the Board authorize the Webmaster to create and maintain genetic.org email forwarding accounts on behalf of all Board members, Program Coordinators, and the Executive Director.


Second by:  n/a


Vote:  Approved unanimously.

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