Is proxy voting allowed for Best Western's Board of Directors?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 4. Eligibility to Vote
- (A) All voting shall be restricted to those Members who hold a current, valid Membership (but not those whose Best Western Properties have never been activated on the Corporation's reservation system) and who have paid in full the Annual Dues for a continuing Membership as required by Article II, Section 2(B) of these Bylaws for the year in which the voting is conducted.
- (B) Each Member who meets the requirements of Article III, Section 4(A) of these Bylaws and has on file with the Corporation a current voter registration card prior to the distribution date of the ballot shall be entitled to one vote on each matter submitted to the Membership for voting pursuant to Article III, Section 5
of these Bylaws. The Member or the Member's designee, as stated on the voter registration card, shall be the Voting Member.
Section 5. Presenting Matters for Vote by Written Petition of the Board
- (A) Any matter upon which the Members are to vote, except for the election of the Board, shall be proposed by either a written motion approved by a majority of the then serving Directors or a written petition signed by at least 150 Voting Members.
The petition shall set forth in detail the matter to be voted upon.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
The 2025 Best Western Franchise Disclosure Document details the voting rights of members, but it does not specifically address proxy voting for the Board of Directors. However, the document does state that each member who meets the requirements and has a current voter registration card on file is entitled to one vote on each matter submitted to the membership. The member or the member's designee, as stated on the voter registration card, shall be the Voting Member. This suggests that a member can designate someone else to vote on their behalf, which could be interpreted as a form of proxy voting.
Furthermore, the Best Western FDD outlines the use of an electronic or online voting system for all membership ballots, other than those conducted by a voice vote. This system is designed to be confidential, auditable, secure, and provide voter anonymity while producing accurate vote counts. The use of an electronic system could facilitate a process similar to proxy voting, where members can submit their votes remotely through a designated representative.
While the FDD does not explicitly use the term "proxy voting," the provisions for member designees and the electronic voting system imply mechanisms through which a member's vote can be cast by someone other than the member themselves. A prospective franchisee should seek clarification from Best Western regarding the specific rules and procedures for designating a representative to vote on their behalf and whether this is considered a form of proxy voting under the company's bylaws.