Are the 2025 Bylaws and Articles in Exhibit J-1 of the Best Western FDD subject to change?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
Before a proposal to adopt, amend or repeal any Article or Bylaw is distributed for member signatures, the proposal shall be submitted to the Board and, at the Board's discretion, the proposal may be reviewed by Best Western's legal counsel.
Counsel shall render an opinion within thirty (30) days whether the proposal violates any local, state or federal laws or whether the proposal requires the repeal or modification, in whole or in part, of any current Articles, Bylaws or Rules and Regulations.
Counsel shall render to the Board and the proponents of the proposal an opinion stating what modifications, if any, are recommended to be made to the proposal and to current Articles, Bylaws or Rules and Regulations to avoid conflict or inconsistency or to provide clarity.
In the alternative to D(2) above, the proponents may, in lieu of submitting the proposal to the Board prior to distribution for member signatures, submit the proposal with the required member signatures, along with a legal opinion of a licensed Arizona attorney.
The opinion must state that the proposal does not violate any local, state or federal laws, does not require the repeal or modification, in whole or in part, of any current Articles, Bylaws or Rules and Regulations unless such repeal or modifications are included in the proposal.
Proposals to adopt, amend or repeal the Articles of Incorporation or Bylaws shall reflect the vote of each Director on each proposed change.
The Board may include a majority and minority opinion on each proposed change, not to exceed 250 words.
- (E) The Board of Directors may also propose the adoption, amendment or repeal of any Article of Incorporation or Bylaw or part thereof without the prior action of the members.
The Board of Directors must also comply with the applicable provisions of Paragraph D(2).
- (F) The power to adopt, amend or repeal the Bylaws of this Corporation shall be vested solely in the members of the Corporation.
Source: Item 22 — Contracts (FDD pages 107–108)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, the Bylaws and Articles of Incorporation are subject to change. The document outlines the procedures for adopting, amending, or repealing any Article or Bylaw. These changes can be initiated either by the members or by the Board of Directors.
For members to propose changes, the proposal must first be submitted to the Board, which may then have it reviewed by Best Western's legal counsel. The counsel has 30 days to provide an opinion on whether the proposal violates any laws or conflicts with current Articles, Bylaws, or Rules and Regulations. Alternatively, members can submit the proposal with the required signatures and a legal opinion from a licensed Arizona attorney, stating that the proposal is legally sound and consistent with existing regulations.
The Board of Directors also has the power to propose changes to the Articles of Incorporation or Bylaws without prior action from the members, but they must still comply with the review process. Ultimately, the power to adopt, amend, or repeal the Bylaws rests solely with the members of the Corporation. This indicates that while the Board can initiate changes, the final decision lies with the collective membership, ensuring that the Bylaws reflect the will of the majority of Best Western franchisees.