What constitutes a 'Super-Majority' of Bambu franchisees or licensees for the purpose of modifying the Franchise Agreement?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement may be modified by Bambu at its option whenever Bambu and a Super-Majority, as hereinafter defined, of franchisees and licensees of Bambu agree to any such modification.
A "Super-Majority" of Bambu franchisees or licensees shall consist of the owners of at least 75 percent of all Bambū shoppe franchises and licenses, or, if only a portion of Bambū shoppes are affected by the modification, at least 75 percent of those Bambū shoppe franchises and licenses affected by the modification.
Whenever a modification is approved by a Super-Majority, Bambu may elect to treat the modification as effective to all franchisees and licensees or the applicable group thereof, including Franchisee, to the same extent and in the same manner as if the modification was unanimously approved by them, and regardless of whether Franchisee may or may not desire to be bound by the modification.
Bambu shall provide Franchisee with notice of any modification to this Agreement based on a Super-Majority approval at least 30 days prior to the date such modification is to be effective.
By signing this Agreement, Franchisee appoints the officers of Bambu as its attorneys in fact with irrevocable power and authority to execute any such modification so approved.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to Bambu's 2025 Franchise Disclosure Document, a 'Super-Majority' of franchisees or licensees is required for certain modifications to the Franchise Agreement. This 'Super-Majority' is defined as the owners of at least 75% of all Bambu shoppe franchises and licenses. This means that a significant portion of the franchise network must agree to the proposed changes for them to be implemented across the board.
However, the definition of 'Super-Majority' can change depending on the scope of the modification. If the modification only affects a portion of the Bambu shoppes, then a 'Super-Majority' consists of at least 75% of the franchises and licenses specifically affected by that particular change. This ensures that modifications with limited impact still require substantial consent from those directly involved.
When a modification is approved by a 'Super-Majority', Bambu has the option to make the modification effective for all franchisees and licensees, even those who did not individually approve it. Bambu must provide franchisees with at least 30 days' notice before any modification based on 'Super-Majority' approval takes effect. By signing the Franchise Agreement, franchisees appoint the officers of Bambu as their attorneys in fact, granting them the authority to execute any such approved modifications on their behalf.