Collegiate Directions Inc

“The organization does not have any committees with the authority to act on behalf of the board.”

“The form 990 was prepared by the outside accountants and reviewed by senior management. The operations manager, president and board of directors were provided a copy of the return for review prior to filing.”

“Each interested person, in connection with any actual or possible conflict of interest, must promptly disclose the existence of any financial interest and be given the opportunity to disclose all material facts to the nominating and governance committee. A director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. After disclosure of a financial interest and all material facts in a meeting with the nominating and governance committee, and after any discussion with the interested person, he or she will leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members will determine if a conflict of interest exists and share their findings at the next board meeting to be recorded in the minutes. An interested person may make a presentation at a nominating and governance committee meeting, but after the presentation, he or she will leave the meeting during the discussion of, and the vote on, the transaction, arrangement, or other matter involving the possible conflict of interest. The chairperson of the nominating and governance committee will, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the nominating and governance committee will determine whether cdi can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a financial conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a financial conflict of interest, the nominating and governance committee will determine by a majority vote of the disinterested directors whether the transaction or arrangement is in cdi's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it will make its decision as to whether to enter into the transaction or arrangement. The nominating and governance committee will regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.”

“Cdi used an executive search firm to fill the president position in 2017. The firm met with members of the board to determine strategy, provide information regarding compensation and responsibilities leading to a proper hire. In december 2023, an internal executive compensation study was completed by cdi and reviewed by all board members. This study is now the basis for the board's annual executive compensation decisions. The board agreed to conduct an executive compensation study every three years and the current study is good through december 2026. Compensation decisions are discussed and documented and a vote regarding compensation takes place during executive session.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”