For Best Western, what is the deadline for proposed candidates to submit all required documents to the President and Chief Executive Officer in an uncontested election for a board vacancy?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
hrough a search of public records, to include but not limited to court records. The existence of any such record shall constitute a presumption that the Candidate or Director is not qualified to serve.
Directors shall certify annually their continued qualification to serve as a Director. The General Counsel may request and a Director shall provide any documents and information reasonably required to evaluate and verify the annual certification. Within the scope of the evaluation and verification, Directors shall execute all documents requested by the General Counsel related to the obtaining of relevant documents and information.
Section 3. Nominations for Directors
No more than two days prior to the date of the first general business session for all Members at the Annual Meeting, nominations for Directors shall be made from the floor at a District Meeting of the District for which a Director is to be elected held pursuant to Article III, Section 8(B) of these Bylaws; provided, however, that except in the case of a vacancy occurring on the Board as described in Article IV, Section 8, a Candidate's name may not be placed in nomination unless there shall have been filed with the General Counsel at least 45 days prior to the calling of the District Meeting to order:
- (A) A written statement signed by the Candidate:
- (1) Agreeing to accept the nomination.
- (2) Certifying Article IV, Section 2 qualifications.
- (3) Certifying there is neither a presently serving Director whose term does not expire during that year nor a candidate in any District who is affiliated, directly or indirectly, with a Best Western Property which the certifying Candidate represents.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, for a board vacancy, a candidate's name cannot be placed in nomination unless the required documents have been filed with the General Counsel at least 45 days prior to the calling of the District Meeting to order. This meeting is held pursuant to Article III, Section 8(B) of the Best Western Bylaws. This requirement is waived if a vacancy occurs on the Board as described in Article IV, Section 8.
Specifically, the candidate must provide a written statement agreeing to accept the nomination, certifying qualifications under Article IV, Section 2, and certifying the absence of conflicts of interest with other directors or candidates. They must also provide documentation supporting these qualifications. The General Counsel reviews these documents and reports to the Board, who then vote on whether to accept the information supporting the certification.
Additionally, at least 45 days before the District Meeting, the candidate must provide the General Counsel with a summary of their relevant background. This includes their Best Western property equity interest, education, work experience, Best Western experience, and any personal bankruptcy filings within the past 7 years. This information is then provided to Voting Members as detailed in Article IV, Section 4.