If a modification is approved by a Super-Majority, can Bambu elect to treat the modification as effective to all Bambu franchisees?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
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, Bambu has the option to implement modifications to the franchise agreement if a super-majority of franchisees approve the changes. A "Super-Majority" is defined as owners of at least 75% of all Bambu shoppe franchises and licenses. If the modification only affects a portion of the shoppes, then a super-majority consists of at least 75% of those affected franchises and licenses.
If a super-majority approves a modification, Bambu can choose to make the modification effective for all franchisees and licensees, or just the applicable group. This means that even if a franchisee does not want to be bound by the modification, Bambu can still enforce it as if it were unanimously approved.
Furthermore, by signing the franchise agreement, franchisees appoint the officers of Bambu as their attorneys in fact with the authority to execute any modification approved by a super-majority. Bambu must provide franchisees with at least 30 days' notice before any modification based on super-majority approval becomes effective. This clause gives Bambu significant power to alter the franchise agreement terms, provided they obtain the support of a super-majority of franchisees, and it binds all franchisees to those changes.