What are the key provisions outlined in the Best Western 2025 Bylaws and Articles?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
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Signature of above named:
EXHIBIT J-1 TO FDD
BYLAWS AND ARTICLES
2025 Bylaws & Articles
Member's Bill of Rights
Each Member Of Best Western Shall Have The Following Rights:
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- The right to receive an agenda of the annual and regular Board of Directors' meetings prior to each meeting, and to attend such Board meetings and to address the Board at such meetings.
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- The right to receive complete minutes of meetings of the Board of Directors, a detailed annual budget and detailed annual financial statements.
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- The right to set one's own property room rates and the right to vote on implementation of any programs providing for room rate discounts in excess of ten percent (10%) from a Member's published rates.
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- The right to vote on any amendment of or additions to the Bylaws of Best Western.
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- The right to vote on any change in Best Western's Rules and Regulations, as defined in these Bylaws.
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- The right to vote on increases in Member dues, fees or assessments in excess of the lesser of (a) five percent (5%), and (b) the rate of inflation for the previous year.
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- The right to receive notice of a minimum of 24 hours before any property assessment.
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- The right to request an impact analysis (including an independent analysis of market effect) prior to the approval of a new Membership.
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- The right to transfer ones Membership to a purchaser of a property in accordance with Article II, Section 7 of the Bylaws.
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- The right to have impartial, standardized and nondiscriminatory assessment procedures applied to each Member property.
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- The right to continue Membership in Best Western except where termination or cancellation is provided for pursuant to the fair application of established Bylaws and Rules and Regulations, which shall provide that cancellation may not occur until after a hearing before the Board of Directors, if requested by the Member.
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- The right to receive all Member services until Membership is cancelled or terminated, except in the following cases, Membership services may be restricted; (i) when grounds for cancellation are found by the Board of Directors to exist, after opportunity for a hearing has been provided, and the Board has granted a conditional extension in lieu of cancellation of Membership, (ii) when the Member scores less than 600 points for guest rooms and public areas, and (iii) when a Member's fees, dues or any other account are not paid within the time set by Board policy.
Best Western International, Inc. Bylaws
Article I
Definitions
The following words and terms shall, as used in these Bylaws, have the following meaning except where a different meaning is clearly indicated by context:
"Advisory Committees" has the meaning set forth in Article VI, Section 10 of these Bylaws.
"Affected Qualified Hotel" has the meaning set forth in Article II, Section 3(B)(3) of these Bylaws.
"Annual Dues" means the dues established by the Board pursuant to Article II, Section 6(B) of these Bylaws.
"Annual Meeting" means the annual meeting of the Members.
"Applicant" means any person or entity who is seeking new Membership, including a person seeking to renew a Membership that was previously cancelled or terminated.
"Articles of Incorporation" means the articles of incorporation of the Corporation as the same may be amended or restated from time to time.
"Best Western Property" means the Property designated in a Best Western Membership.
"Board" means the Board of Directors of the Corporation.
"Bylaws" means these bylaws, as the same may be amended or restated from time to time.
"Chairperson" has the meaning set forth in Article V, Section 2(A) of these Bylaws.
"Code" means the Code of Business Conduct and Ethics as set forth in Article VIII of these Bylaws.
"Condominium Property" means a Property comprised of prospective rental units (including time shares) owned separately by individual persons or entities, who may also own an undivided interest in common areas or common elements.
"Corporation" means Best Western International, Inc., an Arizona nonprofit corporation.
"Designated Accountant" means the certified public accountant(s) designated by the Board from time to time to receive voting data from the electronic or online voting system and to certify the results of votes cast by Members pursuant to Article III, Section 5 and Article IV, Section 4 of these Bylaws.
"Development Incentive" means an incentive of economic value offered by the Board and accepted by an Applicant, in exchange for which the Applicant becomes an Extended-Length Member with an Extended-Length Term of at least ten (10) years.
"Director" means a duly elected member of the Board.
"District" means one of the geographic areas created pursuant to Article IV, Section 2(A) of these Bylaws.
"District Meeting" means a meeting called by the Board pursuant to Article III, Section 8 of these Bylaws.
"Entrance Fees" means the fees established by the Board pursuant to Article II, Section 6(A) of these Bylaws. Entrance Fees may be comprised of evaluation fees, affiliation fees and any other fees determined by the Board from time to time.
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 outline the rights, obligations, and structure of the organization and its members. The Bylaws define various terms such as "Advisory Committees," "Annual Dues," "Applicant," and "Board," clarifying their meaning within the document. They also specify membership qualifications, stating that membership is generally restricted to natural persons who own, operate, or manage a Best Western property. A single Best Western Property can only have one membership, but a person may hold multiple memberships if they have interest in each property. Furthermore, the property must meet the standards established in the Regulatory Documents and the established customs and practices of the Corporation.
The Bylaws also detail the rights of Best Western members, including the right to receive agendas and attend Board of Directors meetings, receive complete minutes and financial statements, set their own room rates, and vote on amendments to the Bylaws or changes to the Rules and Regulations. Members also have the right to vote on increases in member dues, fees, or assessments exceeding the lesser of 5% or the rate of inflation, receive notice before any property assessment, and request an impact analysis before a new membership approval. These rights ensure that members have a voice in the organization's governance and are informed about important decisions.
The document also addresses the process for adopting, amending, or repealing any Article or Bylaw. Proposals must be submitted to the Board and may be reviewed by Best Western's legal counsel, who will provide an opinion on whether the proposal violates any laws or conflicts with current Articles, Bylaws, or Rules and Regulations. Alternatively, proponents can submit the proposal with the required member signatures and a legal opinion from a licensed Arizona attorney. The power to adopt, amend, or repeal the Bylaws is vested solely in the members of the Corporation. These procedures ensure that changes to the Bylaws are carefully considered and comply with legal requirements.