What is the definition of a 'Super-Majority' of Bambu franchisees or licensees?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
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 defined as the owners of at least 75 percent of all Bambu shoppe franchises and licenses. This threshold is significant because it allows Bambu to modify the franchise agreement if such a super-majority agrees to the changes. These modifications can then be imposed on all franchisees, regardless of whether they individually approve of the changes.
This provision in the Bambu franchise agreement grants the franchisor considerable power. If 75% of franchisees agree to a change, all franchisees are bound by it. This means that a franchisee could be forced to accept modifications to the agreement that they do not support. Bambu is required to provide franchisees with a 30-day notice before any such modification takes effect.
Furthermore, by signing the franchise agreement, franchisees appoint the officers of Bambu as their attorneys-in-fact, granting them the power to execute any modifications approved by the super-majority. This essentially means that Bambu's officers can legally act on behalf of the franchisee to implement these changes. This is a notable point for prospective franchisees to consider, as it limits their individual ability to negotiate modifications once a super-majority has been reached.
If a modification only affects a portion of Bambu shoppes, then a 'Super-Majority' consists of at least 75 percent of those Bambu shoppe franchises and licenses affected by the modification. This ensures that changes impacting specific groups of franchisees still require substantial consent within that group before being implemented.
This clause is fairly common in franchise agreements, as it allows the franchisor to implement changes across the system without requiring unanimous consent, which can be difficult to obtain. However, the specific percentage required for a super-majority can vary, so prospective franchisees should carefully review this provision to understand the extent to which they may be bound by the decisions of other franchisees.