For Best Western, what constitutes a quorum for the Board of Directors to conduct business?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 5. Quorum; Voting and Waiver of Notice
- (A) A Majority of the Board shall constitute a quorum for the transaction of business. Except as expressly provided otherwise in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
- (B) If at any meeting of the Board, there shall be less than a quorum present, a majority of those present may adjourn the meeting, from time to time, until a quorum is obtained, and no further notice thereof need be given other than by announcement at the adjourned meeting.
- (C) Proxy voting by a Director or Directors is expressly prohibited.
- (D) A Director may waive any notice required by the Nonprofit Act, the Articles of Incorporation or these Bylaws by executing a written notice of waiver before or after the date and time of the meeting. A Director's attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director: (i) at the beginning of the meeting or promptly upon the Director's arrival objects to holding the meeting or transacting business at the meeting; and (ii) does not thereafter vote for or assent to action taken at the meeting.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, a quorum for conducting business at a Board of Directors meeting is defined as a majority of the Board members. This means that more than 50% of the directors must be present for the meeting to be valid and for any decisions to be binding.
The FDD specifies that if a quorum is not present at a Board meeting, the directors who are present can adjourn the meeting until a quorum is achieved. No additional notice is required beyond an announcement at the adjourned meeting, simplifying the process of reconvening once enough members are available.
Proxy voting is expressly prohibited, ensuring that each director must be physically present or participate directly to cast their vote. However, a director can waive any required notice for the meeting in writing, either before or after the meeting. Furthermore, attending or participating in a meeting constitutes a waiver of notice unless the director objects to the meeting at the beginning and does not vote or assent to any actions taken.