Amended and Restated Bylaws

The following Amended and Restated Bylaws of KS&A were adopted by a unanimous affirmative vote in Resolution 06-002 of the Board of Directors at a duly noticed meeting of the KS&A Board held on March 26, 2006, as amended on May 21, 2006; July 24, 2006 and September 17, 2006:

Article I.  Name

Section 1.01

Although the legal name under which this Corporation is incorporated is Klinefelter Syndrome & Associates, in order to emphasize the broader diversity of X and Y chromosome variations addressed by the Corporation’s mission set forth in Section 3.01 hereof, the name under which this Corporation shall operate (i.e., its d/b/a) is “KS&A,” an acronym for the phrase “Knowledge Support & Action” (hereinafter referred to as “KS&A” or the “Corporation” ).

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Article II.  Principal Office

Section 2.01

The principal office of KS&A for its transaction of business is located at 11 Keats Court, Coto de Caza, Orange County, California 92679 (or such other address as from time to time determined by the Board of Directors in accordance with Section 2.02 hereof).

Section 2.02

The Board of Directors is hereby granted full power and authority to change the principal office of KS&A from one location to another provided that any such change shall be approved by a super-majority (as defined in Section 6.05) of the Board of Directors, and further provided that such change shall not be considered an amendment to these Bylaws.

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Article III.  Purpose

Section 3.01

The purpose of KS&A is to carry out the mission statement set forth in Section 3.02, as such statement may be revised from time to time by a super-majority of the Board of Directors.

Section 3.02 – Mission Statement

KS&A is a 501(c)(3) non-profit organization whose stated mission is to help individuals with one or more extra X and/or Y chromosomes and their families lead fuller and more productive lives.

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Article IV.  Members

Section 4.01 – Members Prohibited

KS&A shall not have any voting members.  To the best of its ability, the Board of Directors shall represent the needs, concerns and wishes of the persons affected and/or served by the mission and vision statements set forth in Article III hereof.

Section 4.02 – Effect of Prohibition

Any action which would otherwise require approval by all, or a majority or a super-majority of all, of the members shall require approval by a like percentage of the Board of Directors.  All rights which would otherwise vest under the Nonprofit Public Benefit Law in the Members shall vest in the Directors.

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Article V.  Directors

Section 5.01 – Number

Unless increased or decreased in number by a super-majority vote of the Board of Directors or temporarily decreased as a result of a vacancy that may be filled by a special election (as provided in Section 7.06 hereof), the Corporation’s Board of Directors shall consist of a total of thirteen (13) Directors at any given time.

Section 5.02 – Governing Powers and Responsibilities

KS&A’s Board of Directors shall have all of the authority and responsibilities necessary and appropriate for providing overall direction, financial, legal and administrative oversight of the organization.  The Board of Directors may do all such acts and things as are not prohibited by law, by the Articles of Incorporation or by these Bylaws.  The Board of Directors may delegate any of its authority which is not herein expressly prohibited to be so delegated.

The Board of Directors has the general power to: (1) control and manage the affairs, funds, and property of KS&A; (2) disburse KS&A’s monies and dispose of its property in fulfillment of its corporate purpose, provided, however, that the fundamental and basic purposes of KS&A shall not thereby be amended or changed except by a unanimous vote of the Board of Directors, and provided further that the Board of Directors shall not permit any part of the net earnings or capital of KS&A to inure to the benefit of any private individual.

Section 5.03 – Executive Officers

The Board of Directors shall by majority vote elect and/or designate an Executive Chairman and Executive Director for such term or terms as the Board shall hereinafter decide.  The Executive Chairman and Executive Director shall be responsible to the Board of Directors for carrying out its delegated responsibilities and for the management, staffing and day-to-day operation of KS&A. The Board of Directors shall have the responsibility for the hiring, firing, establishing compensation (if any) and periodic review of the Executive Chairman and Executive Director. 

Section 5.04 – Governing Policy

All members of the Board of Directors shall be committed to KS&A’s purpose, as set forth in Article III hereof.

The Board of Directors shall be responsible for: (1) developing governing policy; (2) seeing that the governing policies approved by the Board are carried out; (3) evaluating the effectiveness of KS&A, the Executive Chairman and Executive Director in achieving its annual goals and thereby furthering its mission and vision; and (4) developing the financial resources commensurate with such annual goals adopted by the Board. Except as herein expressly reserved in writing, all other responsibilities of the Board of Directors shall be delegated to the Executive Chairman and Executive Director, who shall have the right from time to time to further delegate some or all of these duties and responsibilities to employees, volunteers, vendors, agents and representatives selected and/or appointed by them in accordance with such delegated authority.

Section 5.05 – Annual Meeting

The Board of Directors shall be responsible for annually making, or causing to be made, in writing to any interested person or entity a full report of KS&A’s activities.

Section 5.06 – Qualifications

In an effort to help carry out KS&A’s mission, KS&A’s Directors shall endeavor to represent – and to the extent this is reasonable, shall reflect in their composition – (i) the broad diversity of KS&A’s constituencies (e.g., the variety of conditions, ages of the affected persons with such conditions, and severity of symptoms expressed in such persons); (ii) the skills that are relevant to traditional non-profit board roles in governance, management oversight, fund-raising and development; and (iii) representation by consumer (i.e., persons with the condition and immediate family members thereof) as well as non-consumer (i.e., clinicians, research scientists and lay persons, etc) perspectives.

No person shall be qualified to serve as a Director unless he or she is a person of good character who is at least twenty-one (21) years of age, and who is sincerely committed to KS&A’s mission, vision and Bylaws.

Section 5.07 – Term of Office

Each Director shall hold office for a term of three (3) years, provided that the Board shall endeavor to stagger 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, and further provided that the Board of Directors may, in its discretion based on a majority vote, conduct a special election for the purpose of filling any vacancy or vacancies on the Board, and in which latter case (at the Board’s discretion) the length of service of such specially-elected Director may be shorter that the full three (3) year period. 

Section 5.08 – Nomination

Any person qualified to be a Director under Section 5.06 of these Bylaws may be nominated by any method of nomination approved by a majority vote of the Board of Directors or by any other method authorized by law.  Unless otherwise specified, KS&A’s Board of Directors shall periodically select an ad hoc Nominating Committee whose purpose shall be to present the names of prospective nominees for Board consideration on the duly noticed date for election of such positions.  In advancing names of potential nominees, such Nominating Committee shall be instructed to endeavor to nominate individuals who will be representative of all of the X and/or Y chromosome variations that KS&A serves and a diversity of interests, including among other things in different ages of the affected individual (e.g., prenatal, pediatric, adolescent, adult and senior) and other characteristics enumerated in Section 5.06.

Section 5.09 – Election

The Directors shall be elected at a regular meeting of the Board of Directors.  Where the Nominating Committee proposes a greater number of nominees than there are open seats on the Board, then the incumbent Board of Directors shall elect the incoming Director(s) from the list of nominees who indicated an interest in serving in such capacity. 

The Board may from time to time, by unanimous vote, set specific election procedures in order to ensure that the vote is fair to all parties.  In the absence of a specific resolution, the candidates receiving the highest number of votes shall be elected (up to the number of Directors for whom seats are open or due to be open). Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 5.06 of these Bylaws.

Section 5.10 – Director Compensation

Directors shall serve without compensation.  Reimbursement of the Directors for their actual and necessary expenses incurred in attending the meetings of the Board of Directors will be decided by a majority vote of the Board of Directors, such decision taking into account the financial capabilities of KS&A at the time. 

Section 5.11 – Founder / Founding Director

In recognition to her role in founding and having served as Executive Director of KS&A from 1992 to 2004, Melissa Aylstock shall be accorded the honorary title of “Founder;” and provided that she is duly elected and is a Director in good standing, shall also be “Founding Director.” As Founding Director, she shall serve on the Executive Committee, as provided in Section 8.06. Additionally, she shall be exempt from any obligation to contribute money to KS&A and/or to bear a pro rata share of any expenses that may be ratably allocated among Board members by majority vote of the Board from time to time.  She shall also be exempt from attendance requirements of regular directors.

Section 5.12 – Committees of Directors

From time to time, by majority vote, the Board of Directors may designate from among its members, one or more ad hoc and/or standing committees, each of which, to the extent provided in such resolution, shall have all the authority of the Board of Directors except as otherwise prohibited by law or expressly reserved in such resolution. 

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.

Vacancies in the membership of any committee may be filled by the Board of Directors at a regular or special meeting, or by the Executive Chairman as an interim appointment pending subsequent ratification by the Board of Directors. All such ad hoc and/or standing committees of the Board shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, but in no event any less frequently than annually.

Section 5.13 – Non-liability of Directors

The Board of Directors and the Directors shall not be liable for the debts, liabilities or other obligations of KS&A.

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Article VI.  Meetings

Section 6.01 – Call of Meetings

Meetings of the Board of Directors of KS&A may be called by the Executive Chairman, Vice Chairman, Secretary / Treasurer (each as hereinafter defined) or by any two Directors.  All regular meetings of the Board of Directors shall be held on a minimum of thirty (30) days advance notice by email or first-class mail, postage prepaid, or on seven (7) days notice delivered personally.

All meetings of the Board of Directors shall be held by telephone conference call, in KS&A’s principal office or at another location approved from time to time by a majority of the Directors and included in the written notice of the meeting.

Section 6.02 – Regular Meetings

Regular meetings of the Board shall be held, with adequate call and notice, no less frequently than twice a year.

Section 6.03 – Special Meetings

Special meetings of KS&A’s Board of Directors may be called by the Executive Chairman, Vice Chairman, Secretary / Treasurer or by any two Directors.  Special meetings may be held on a minimum of four (4) days advance notice by email or first-class mail, postage prepaid, or on forty-eight (48) hours notice delivered personally.  Notice of the special meeting need not be given to any Director who: (1) signs a waiver of notice or written consent to holding the meeting; (2) signs an approval of the minutes of the meeting, whether before or after the meeting; or (3) attends the meeting without protesting, either prior thereto or at its commencement, the lack of such proper notice.  All such waivers, consents and approvals shall be filed with the corporate records and made a part of the minutes of the meetings.

Section 6.04 – Quorum

A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business, except as expressly hereinafter provided.  For the purposes of calculating whether or not a quorum is present at any meeting of the Board, the Founding Director shall only be included to the extent that she is in attendance.

Section 6.05 – Voting

When and where used herein with respect to voting, the term “majority” shall mean greater than one-half of the number of Directors in attendance at any duly noticed meeting of the Board of Directors for which there is at least a quorum (as defined in Section 6.04 hereof), and the term “super-majority” shall mean greater than two-thirds of the total number of Directors.  Thus, for example, if at a Board of Directors meeting, there were a total of 7 out of 10 Directors in attendance (such number being in excess of a quorum), the vote of 4 Directors would constitute a majority and the vote of 7 Directors would constitute a super-majority.

Section 6.06 – Transaction of Board

Except as otherwise provided in the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority (and where required herein a super-majority) of the Directors who are present at a duly noticed meeting of the Board of Directors at which a quorum is present shall constitute the act of the Board.  Without limiting the foregoing, any meeting of the Board of Directors at which a quorum was initially present may continue to transact business even if the number of Directors who are present subsequently falls beneath a quorum count provided that any action taken by the remaining Directors in attendance at such meeting is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by law, the articles or these Bylaws.

Section 6.07 – Conduct of Meetings

The Executive Chairman shall preside at meetings of the Board of Directors.  In his/her absence, the Vice Chairman shall preside.  Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic conferencing or similar communications equipment; and so long as all members participating in such meeting can actively communicate with one another and see or hear the communications of all present, such participation shall constitute personal presence at the meeting.

Section 6.08 – Adjournment

A majority of the Directors present, whether or not a quorum is present at the time, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to any and all Directors who were not present at the time of such adjournment.

Section 6.09 – Actions Taken Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all of the Directors individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by unanimous written consent shall have the same force and effect as the unanimous vote of such Directors at a duly noticed meeting of the Board.

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Article VII.  Removal of Directors

Section 7.01 – Removal for Cause

The Board of Directors may by majority vote remove and declare vacant the office of a Director on the occurrence of any of the following events:

1. The Director has been declared of unsound mind by a final order of court;
2. The Director has been convicted of a felony; or
3. The Director was non-compliant with written KS&A policies, following written notice thereof and a reasonable opportunity to become compliant if possible.

Section 7.02 – Removal Without Cause

Any Director may be removed from the Board without cause if such removal is approved by a super-majority vote of the Board of Directors whenever, in the Board’s judgment, the best interests of KS&A would be served by such removal without cause.

Section 7.03 – Removal for Excessive Absence

Except in the case of the Founding Director, who shall be exempt from this provision, the absence from three (3) Board of Directors’ meetings within any 12-month period shall be equivalent to resignation from the Board.  Confirmation of such absences and subsequent removal shall be given to said Director, in writing, by the Secretary / Treasurer.

Section 7.04 – Notice of Removal

Notice of removal under any of Sections 7.01, 7.02 or 7.03, shall be given in writing to the Director by the Secretary / Treasurer not more than ten (10) days subsequent to such action.

Section 7.05 – Resignation of Director

Any Director may resign effective immediately upon giving written notice to the Executive Chairman or the convened Board of Directors, unless such notice specifies a later date for the effectiveness of such resignation.  If the resignation is effective at a future date, a successor may be elected to take office when the resignation becomes effective.  The foregoing notwithstanding, a Director shall not resign (and KS&A shall not be obligated to accept such resignation) where KS&A would be left with no more than two (2) duly elected Directors in charge of its affairs following such resignation.

Section 7.06 – Vacancies on the Board of Directors

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director; (2) whenever the number of Directors authorized is increased; and (3) on the failure of the members in any election to elect the full number of Directors authorized.

All vacancies on the Board of Directors may be filled by a majority vote of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by:

1. The unanimous written consent of the Directors then in office,
2. The affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice as provided in Section 6.03 of these Bylaws; or
3. A sole remaining Director. 

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Article VIII.  Officers

Section 8.01 – Numbers and Titles

The Board officers of KS&A shall be the Executive Chairman, Vice Chairman and Secretary / Treasurer, all of whom shall be elected from among the members of the Board, and such other officers with such titles and duties as shall be recommended by the Executive Chairman and ratified by a majority of the Board.  Any number of offices may be held by the same person, except that the Secretary / Treasurer (or if the position is subsequently bifurcated, then the Secretary and the Treasurer) may not concurrently serve as Executive Chairman or Executive Director.

Section 8.02 – Executive Chairman

The Executive Chairman is the general manager and chief executive officer of KS&A.  The Executive Chairman shall be the primary elected officer and shall use his/her available resources to obtain funding and other aid and assistance from the community at large for KS&A.  S/he shall preside at all Board of Directors meetings and be responsible for the oversight of all Board duties.  S/he shall serve as Chair of the Executive Committee (as defined in Section 8.06 hereof).  S/he shall have such powers and/or perform such duties as are vested in her/him by these Bylaws and such other duties as prescribed by the Board of Directors.  The Executive Chairman, or her/his designated representative, shall be the liaison between the Board of Directors and the executive staff.  The Executive Chairman shall serve a two year term of office.  S/he shall be an ex officio member of all standing committees.  Working in conjunction with the Executive Director, s/he shall also be responsible for coordination of all Board activities, including but not limited to preparation of the Board meeting agendas, appointing committee chairs and overseeing the implementation of committee work.

Section 8.03 – Vice Chairman

The Vice Chairman shall assist the Executive Chairman in managing the policies of KS&A and implementing resolutions and orders of the Board of Directors at such times and in such manner as the Executive Chairman or the Board of Directors deem to be advisable.  The Vice Chairman shall in the absence or disability of the Executive Chairman exercise the powers and perform the duties of Executive Chairman, and s/he may from time to time preside over meetings of the Board of Directors.  The Vice Chairman shall serve on the Executive Committee and at the discretion of the Executive Chairman, the Vice Chairman may chair one or more standing committees.

Section 8.04 – Secretary / Treasurer

The Secretary / Treasurer (or in the event the office is subsequently bifurcated into a separate Secretary and Treasurer, then in such instance these individual officers) shall serve on the Executive Committee and attend to the following duties and responsibilities:

           (a) With respect to the portion of the office comprising the treasurer duties, the Secretary / Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to KS&A and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of KS&A in such depositories as may be designated by the Board of Directors.  The Secretary / Treasurer may disburse or cause to be disbursed the funds of KS&A as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at meetings or whenever they may require it, an account of all his or her transactions as treasurer and of KS&A’s financial condition.  The Secretary / Treasurer shall perform or cause to be performed such other duties as generally are incident to the office of treasurer and as may be prescribed by the Board of Directors.

           (b) With regard to the portion of the office comprising the secretarial duties, the Secretary / Treasurer shall attend all meetings of the Board of Directors and shall record or cause to be recorded minutes of all proceedings taken at such meetings, and maintain all documents evidencing corporate actions taken by written consent of the Board of Directors.  All such Board of Directors’ documents shall be maintained by the Secretary / Treasurer in a book to be kept for that purpose; and s/he shall perform like duties for any committees of the Board of Directors when required.  S/he shall see to it that all notices of special meetings of the Board of Directors are duly given in accordance with these Bylaws or as required by statute; s/he shall be the custodian of the seal of KS&A, and when authorized by the Board of Directors, s/he shall cause the KS&A seal to be affixed to any document requiring it, and, when so affixed, attested by his or her signature as Secretary or by the signature of an Assistant Secretary.  The Secretary / Treasurer shall perform or cause to be performed such other duties as generally are incident to the office of secretary and as from time to time may be prescribed by the Board of Directors.

Section 8.05 – Appointment and Resignation

The officers shall be elected by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of an office under any contract of employment that is subsequently concluded by and between KS&A and said officer(s).  Such contract(s), if any, shall require approval by a majority vote of the Board of Directors, with the individual thereby affected abstaining from voting or participating in the Board’s deliberations of such contract or the material terms thereof. Any officer may resign at any time on written notice to KS&A without prejudice to the rights, if any, of KS&A under any contract to which said officer is a party.

Section 8.06 – Executive Committee

The Executive Committee acts on behalf of the Board of Directors between meetings of the Board in areas that are defined and restricted by majority vote of the Board.  The Executive Committee shall be composed of the Executive Chairman, Executive Director, Vice Chairman, Secretary / Treasurer and, provided that she is a Director in good standing, the Founding Director.  Work of the Executive Committee shall be organized under three headings: Active, Advisory, and Reflective. 

Active:  In this role, the Executive Committee shall do certain work on behalf of the Board of Directors between meetings (but shall not supplant the work of the full Board), including preparation of Board meeting agendas, planning the Board’s work, making committee assignments and handling emergency or interim situations.

Advisory:  In this role, the Executive Committee shall support, review and monitor the planning process and give counsel regarding key people (selection, opportunity and identity).

Reflective: In this capacity, the Executive Committee shall provide future-oriented, vision-driven direction; provide dedicated time for definition and analysis of major opportunities and problems; and provide dedicated time for evaluation of key programs, ideas, events, etc.

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Article IX.  Corporate Records, Reports and Seal

Section 9.01 – Keeping Records

KS&A shall keep adequate and correct records of account and minutes of the proceedings of its Board, and committees of the Board.  The minutes shall be kept in written form and be available for inspection upon reasonable advance notice.  Other books and records shall be kept in either written form or in any other form capable of being converted into written form.

Section 9.02 – Annual Report

The Executive Chairman shall cause an annual report to be prepared and sent to the members of the Board of Directors no later than 120 days after the close of KS&A’s fiscal year.  The report shall contain all the information required by Section 6321(a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is not such a report, the certificate of an authorized officer of KS&A that such statement was prepared without audit from KS&A’s books and records.  The annual report shall be furnished to all Directors.

Section 9.03 – Annual Statement of Certain Transactions and Indemnifications

KS&A shall furnish annually a statement of any transaction or indemnification described in Section 6322(d) and (e) of the Corporations Code, if such transaction or indemnification took place.  Such annual statement shall be affixed to the annual report described in Section 9.02 of these Bylaws.

Section 9.04 – Corporate Seal

The Board of Directors shall adopt a corporate seal which shall be in the following form and design:  A circle with the words, KS&A, Inc. inside.  The Secretary / Treasurer (or if the office has been bifurcated into two offices, then the Secretary) shall have the custody of the seal and shall affix it, or cause it to be affixed, in all appropriate cases to all corporate documents.  Failure to affix the seal shall not, however, affect the validity of any instrument.

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Article X.  Amendment

Section 10.01

The Board of Directors may by majority vote periodically amend these Bylaws at any regular or special meeting provided that if the provision that is proposed to be thereby amended requires a super-majority or unanimous vote, then the amendment of such provision shall require the same vote (e.g., super-majority or unanimous) in order to be effective.

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