Is a Best Western Director allowed to use their position for personal profit or gain?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
- (A) A Director owes allegiance to the Corporation and must act in the best interests of the Corporation while acting in his or her official capacity.
- (B) A Director shall be diligent to ensure that the Corporation's interests are pursued during the meetings of the Board.
- (C) A Director may not use the position or authority for personal profit, gain or other personal advantage over other Members or the Corporation.
- (D) A Director is accountable to the Corporation and all Members for his or her official actions and can be held personally liable for fraud or breach of fiduciary duty in the conduct of Best Western's affairs. "Fraud" generally means any act, expression, omission or concealment intended to deceive another for the Director's benefit. "Fiduciary duty" generally refers to the duty of a Director to act with a duty of care, loyalty, good faith and honesty in a manner that the Director reasonably believes is in the best interests of the Corporation. Whenever a Director has a question about any particular behavior or action, he or she should consult the Corporation's legal counsel.
- (E) A Director shall exercise honest and reasoned judgment and act reasonably and in good faith for the best interests of the Corporation.
- (F) A Director shall not discuss personal business during a meeting of the Board nor advance his or her personal interests while in official session at the expense of the Corporation.
- (G) A Director shall not make personal attacks on other Directors, staff or Members. Disagreements shall be expressed in an objective, professional and respectful manner to the entire Board and shall not be directed to the person with an opposing point of view.
- (H) A Director may not accept commissions or rebates that belong to the Corporation for his or her personal gain.
- (I) A Director shall not submit to the Corporation false claims nor make false statements related to any claim for reimbursement.
- (J) A Director shall conduct all aspects of his or her public and private life in a manner that does not disparage or degrade the image of the Corporation or the Board.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, a Director is explicitly prohibited from using their position for personal profit or gain. The FDD outlines the duties of a Director, emphasizing their allegiance to the Corporation and the need to act in its best interests. This includes a strict prohibition against using their authority for personal advantage over other members or the Corporation itself.
The document further clarifies that Directors are accountable for their actions and can be held personally liable for fraud or breach of fiduciary duty. Fiduciary duty is defined as acting with care, loyalty, good faith, and honesty in a manner that reasonably believes is in the best interests of the Corporation. This underscores the seriousness with which Best Western views the ethical conduct of its Directors.
In addition to the general prohibition, Directors are specifically barred from accepting commissions or rebates that belong to the Corporation for their personal gain. They are also prohibited from submitting false claims or making false statements related to any reimbursement claims. These detailed regulations aim to ensure that Directors act with integrity and prioritize the financial well-being of Best Western and its members over their own personal enrichment.