Dunwoody College of Technology

“There shall be an executive committee of the board of trustees of the corporation consisting of no fewer than five (5) members, including the chair of the board, president, and such other persons elected by the board of trustees by resolution. All of the members of the executive committee shall be trustees. The executive committee shall act only during intervals between meetings of the board of trustees and shall at all times be subject to the control and direction of the board of trustees. During such intervals and subject to such control and direction, the executive committee shall have and may exercise all of the authority and powers of the board of trustees in the management of the affairs of the corporation, subject to such limitations as the board of trustees may impose. The executive committee shall keep regular minutes of its proceedings and report the same to the board of trustees.”

“Changes to bylaws: 1. Section numbering. We've renumbered the sections for ease of reference. 2. Section 3.2. We've clarified that the minimum number of trustees (10) is required by dunwoody's articles of incorporation, and that the board's authority to increase or decrease the number of trustees on the board at any given time is subject to not going below that minimum. 3. Section 3.5. We've changed language to maintain the staggered terms of trustees without referring to particular dates. Any new trustee may be elected for an initial term of 1, 2, or 3 years to ensure no more than about one-third of trustees' terms expire simultaneously. After the initial term, each trustee is eligible to be re-elected to a full 3-year term. Any truncated term (less than 3 years) does not count when calculating term limits. 4. Article v. The small changes to sections 5.1 and 5.2 are primarily to clarify that the president is not a board officer, but is instead an operating officer or staff officer who is hired, not "elected" in the same sense as the chair, vice chair, secretary, and treasurer are elected. For the same reason, we've moved the description of duties for the president to the end of the list of officers when it is presented between the chair and the vice chair, the suggestion is that, like the chair and vice chair, the president is a board officer. We've deleted old section 3 ("other officers") because it is redundant with the provisions in section 5.1. Similarly, we have deleted old section 5 ("term of office") because it is redundant with the provisions in section 5.2.”

“Information for the form 990 is compiled by college personnel including the executive director of marketing, director of financial aid, the chief of staff and the vice president of human resources among others and submitted to the college audit firm, who prepares a draft of the form. This draft is reviewed by the college's controller, cfo, and the vp of advancement. Once a final draft of the form (with schedule b information redacted) is ready, each member of the audit committee is sent a copy and will be open for review by the full board for affirmation of the audit committee's approval.”

“The college's conflict of interest policy applies to all officers, trustees and committee members. If an individual has a potential or actual conflict of interest, they are required to disclose the material facts to the board or committee before the transaction in question is considered. After presenting the material facts, the interested person is required to leave the room for the discussion and vote on the matter. To investigate alternatives, the board or committee may request comparability data and/or appoint a disinterested person. If a more advantageous transaction is not reasonably attainable, the disinterested board or committee members determine, by majority vote, whether to enter into the transaction. All relevant information is recorded in the minutes of the meeting. Each officer, trustee and committee is required to annually review the conflict of interest policy.”

“When determining the compensation of the president, the chair of the board and the executive committee use salary benchmarking data to recommend the president's compensation. An independent outside firm prepared benchmark data from multiple sources. The executive committee reviewed the data and the salary determination was completed in january 2024. When determining the compensation of other officers and key employees, the h.r. Vice president provides salary benchmarking data to the president who determines their compensation. Salary increase guidelines are provided by the finance department based on budget constraints. This process was last undertaken in august 2024. The minutes for the executive committee document the compensation review process for the president's salary increase.”

“Financial statements are available upon request.”

“In fall 2024, dunwoody college expanded its pseo offerings with its new engineering now! Program. High school students accepted into the program attend dunwoody full-time and earn both high school and college credit.”

“Change in value of beneficial trust -557,828.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”