Melton, Chief Justice.
March 2011, Elaine Gold, Amy Shaye, Heather Hunter, and
Roderick Benson ("Appellees") sued Appellants, the
DeKalb County School District ("the District") and
the DeKalb County Board of Education ("the Board")
for, inter alia, breaching an agreement to provide two-years
advance notice prior to suspending contributions to their
DeKalb County Tax-Sheltered Annuity Plan ("TSA
Plan") accounts. Finding that Appellees failed to
establish the existence of an enforceable contract, the trial
court granted summary judgment in favor of Appellants, and
Appellees appealed to the Court of Appeals. The Court of
Appeals reversed the grant of summary judgment on the issue
of liability, vacated the remainder of the court's order,
and remanded the case with direction. See Gold v. DeKalb
Cty. Sch. Dist., 346 Ga.App. 108 (815 S.E.2d 259) (2018)
granted certiorari to decide whether the Court of Appeals
erred by concluding that the two-year notice provision became
part of Appellees' employment contracts. Though we
disagree with the Court of Appeals' analysis, we agree
with the court's ultimate conclusion. Accordingly, we
recounted by the Court of Appeals, in 1979, the Board
withdrew from Social Security in favor of an alternative
benefits plan, which included a Tax-Sheltered Annuity Plan
managed by an outside insurance company. Gold
III, supra, at 109-110.
September 1980, the Board authorized the DeKalb County
Superintendent "to appoint an Employee Trust Fund
Advisory Committee to recommend to the Superintendent changes
and improvements in the Employees' Alternative Plan to
Social Security." In May 1982, the Chairman of the
Employee Trust Fund Advisory Committee proposed an amendment
to the Board's bylaws and policies concerning the
"Social Security/Alternative Plan of Benefits." The
proposed amendment stated:
[The Board] shall provide all full-time employees with an
alternative program to Social Security. The amount of funds
placed annually in the alternative program shall equal the
amount that the school system would have paid had the school
system remained under Social Security.
The Alternative Plan to Social Security shall include, at a
minimum, the following:
1. Improvements to the survivor benefit life insurance plan
in existence in September, 1979.
The survivor benefit plan is designed to provide lump sum
payments to beneficiaries and monthly income to eligible
surviving family members upon the death of an employee.
2. Improvements to the long-term disability plan in existence
in September, 1979.
The disability benefits plan provides disabled employees a
coordinated benefit for a specified period of time following
an established elimination period.
3. Supplemental retirement plan paid for by [the Board].
The supplemental retirement plan provides retirement benefits
through legally mandated and/or Board approved contribution
and investment strategies.
[The Board] shall give a two-year notice to employees
before reducing the funding provisions of the Alternative
Plan to Social Security.
Procedure number 7085 defines the method for distributing the
Alternative Plan funds.
(Emphasis supplied.). The proposed amendment, including the
two- year notice requirement, was then placed on the table
until the June 1982 meeting where, with a unanimous vote, the
Board amended its bylaws and policies concerning the
Alternative Plan to Social Security ("the 1982
Amendment"); this amendment was then published. Gold
III, supra, at 110.
1983, the county's Risk Management Director presented the
Board with a proposed TSA Plan document that detailed a
defined-contribution, employer-funded § 403 (b) plan.
Id. at 111. Subsection 3.05 of the document provided
that "[a]ll contributions under the Plan shall be made
by [the Board]," and explained that "Participant
contributions are not required; however, the Employer
maintains the right to require contributions from Plan
Participants when deemed appropriate." Subsection 6.02
of the TSA Plan provided that "[t]his Plan may be
amended or terminated by the Employer at any time. No
amendment or termination of the Plan shall reduce or impair
the rights of any Participant or Beneficiary that have
already accrued." The Board voted to adopt the 1983 TSA
Plan during the same meeting at which it was first presented.
In 2003, the Board approved a restatement of the TSA Plan,
once again adopting the document at the same meeting at which
it was presented. Subsection 4.5 of the 2003 TSA Plan stated
that "[p]articipant contributions to the Plan are
neither required nor permitted," and Subsection 8.3 of
the plan document provided for the amendment or termination
of the plan "at any time." In both 1983 and 2003,
the Board voted to adopt the TSA Plan, but the Board did not
vote to amend its bylaws.
Plan remained in effect until July 2009, when the Board held
an emergency meeting to discuss the reduction of state
funding for all of Georgia's school systems due to the
economic recession. At this meeting, the Board voted to
"temporarily suspend" the TSA Plan and
substantially amended the plan's funding provisions,
ending all contributions to certain employees'
supplemental retirement accounts as of July 31, 2009. Though
there was no corresponding amendment to the Board's
bylaws at this ...