Can the Best Western Board vote on membership applications at any special meeting?

the Applicant's services in the relevant market and the incremental impact on existing Members within the relevant market, and provide such other information as the Board may request it include. For this purpose, incremental impact means the occupancy and revenue losses (expressed as a percentage) projected to result from the operation of the Property covered by a Membership Application as a Best Western Property, less any occupancy and revenue losses projected to result to existing Members in the relevant market from operation of the Property covered by the Membership Application as a non-Best Western Property.

• (b) The Board may consider a Membership Application upon the satisfaction of all impact study requirements.
• (2) The Board shall not approve any Membership Application for Membership unless it has:
  • (a) Reviewed and analyzed any requested impact study; and
  • (b) Determined that granting the Membership Application for a Property will not materially impair the ability of existing Members to compete with Properties or other hospitality services operated by non-members in the relevant market.
• (3) No Director shall have the right to participate in the consideration of a Membership Application if such Director has, directly or indirectly, a personal interest in the approval or denial of such Membership Application.
• (D) The provisions of Article II, Section 2 shall apply to all Best Western Members regardless of sub-brand or product descriptors.

Section 3. Member Market Area Considerations

(A) A Membership Application for a Property located within the Member Market Area of a Qualified Hotel will not be accepted. An exception to this will apply only if the Voting Member responsible for each Affected Qualified Hotel advises the Board in writing that the Member has no objection to approval of the Membership Application.

(B) Definitions

• (1) "Qualified Hotel" means a Best Western Property, which meets all of the following criteria:
  • (a) It is not currently and has not been 60 days past due on any of its Membership dues and fees or assessments twice within the last 12 months;

impact on the Member's Property. The Board will consult with the Governors or the appropriate Member Advisory Committees before adopting the policy. This provision shall not affect the Member's right to request an impact analysis in accordance with Article II, Section 2(C) of these Bylaws.

• (3) "Affected Qualified Hotel" means a Qualified Hotel whose Member Market Area includes the location of a Property covered by a Membership Application.
• (C) Notwithstanding this Section 3, if a Best Western branded hotel in a primary market cancels its Membership or its Membership is cancelled ("Cancelled Hotel"), Best Western may replace the Cancelled Hotel within the Cancelled Hotel's Member Market Area subject to a policy adopted by the Board and the impact rights of all other Members.
• (D) In addition to fees, dues and assessments provided in Article II, Section 6, the Board, by an affirmative vote of five Directors, shall establish fees to cover costs of administering Article II, Section 3. It is intended that this will be a self-funding program, not subject to the limitations stated in Article II, Section 6.

Source: Item 23 — Receipts (FDD pages 108–413)