If Bambu and a Super-Majority of franchisees agree to a modification, who has the option to implement the modification for all Bambu franchisees?
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, if Bambu and a Super-Majority of franchisees agree to a modification to the franchise agreement, Bambu has the option to implement the modification for all franchisees. A "Super-Majority" is defined as owners of at least 75 percent of all Bambu shoppe franchises and licenses. If the modification only affects a portion of the shoppes, then a Super-Majority is at least 75 percent of those Bambu shoppe franchises and licenses affected by the modification.
Bambu can elect to make the modification effective for all franchisees, even those who do not desire to be bound by it, treating it as if it were unanimously approved. Bambu is required to provide franchisees with at least 30 days' notice before the modification takes effect.
By signing the franchise agreement, franchisees appoint the officers of Bambu as their attorneys in fact with the power to execute any such modification approved by a Super-Majority. This means that a franchisee is bound by modifications approved by the Super-Majority, even if they personally disagree with the change. This is a significant consideration for prospective franchisees, as it limits their individual control over the terms of their franchise agreement after the initial signing.