What are the stated purposes of the Best Western Annual Meeting?

• (A) On or before the second Monday following the date of the first general business session for all Members at the Annual Meeting, the President and Chief Executive Officer shall distribute to each Voting Member in the District for which a Director is to be elected, the following: (i) a ballot showing the names of all qualified nominees for Director from that District; (ii) a summary of each qualified nominee's relevant background (to include all past and present Best Western Property equity interest, education, work experience, Best Western experience, whether the qualified nominee has filed for personal bankruptcy protection in the prior 7 years, and the past two years of performance of any Best Western Property in which the qualified nominee has an equity interest); and (iii) voting instructions indicating the number of responses needed to meet the quorum requirements, stating the percentage of approval necessary to elect a Director and specifying the date and time, as provided in Article IV, Section 4(C) of these Bylaws, by which votes must be submitted in order to be counted; provided, however, if there is only one qualified nominee for Director from the District, the Voting Members of that District that are present at the District Meeting at which nominations for Director were made shall hold a voice vote on election of the nominee.

• F. Comply with the following items at all Best Western Properties where the Governor is a Voting Member or owner:

  • 1. Attainment of a Quality Assurance score at or above the previous year's North American average, averaged over the past three most recent assessments.
  • 1. Have a customer service complaint ratio below the previous year's North American average.
  • 1. Have a current Best Western account.
  • 1. Be current on Design standards.

• G. A CHA designation is highly recommended.

• 200.3 After appointment as a Best Western Governor, the Governor shall meet the following criteria:

  • A. Continue to be a Voting Member or owner;
  • B. Continue to be a participating member in industry related associations available in his/ her area;
  • C. Communicate with each Member within their respective region no less than one time annually:
    • 1. Review management of the Property for the purpose of advising and recommending areas needing improvement.
    • 1. Review with management any issues of concern. The goal should be to enhance consistency among Properties in the application of quality control, customer services, design and brand identity policies.
    • 1. Serve as a resource to the Member on Best Western matters.
    • 1. File a report on the consultation with the District Manager within 30 days. Discuss serious concerns with the District Manager as soon as possible.
  • D. Upon request by his/her Director, assist with issues affecting the Association or represented region:
    • 1. Communicate with his/her Director on any issues concerning Members in the District.
    • 1. Communicate any violations of Membership requirements to the staff or Director occurring within the district.
    • 1. Communicate any concerns Members have about Best Western as it may relate to governance issues, Bylaws changes or Rules and Regulations.
  • E. Attend and actively participate in the following meetings:
    • 1. Attend the Governors' Conference each year and, if a newly appointed Governor, attend the new Governor Orientation session at the Governors' Conference.
    • 1. Attend either his/her respective District Meeting or the Annual Convention

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:

The Board shall adopt policies designed to maximize the business use of Best Western Properties by Members, the Board, Officers, employees and agents. The policy shall provide that a Best Western Property should be patronized, subject to reasonable availability, anytime that the Corporation pays for motel or hotel rooms or services. Such policy may provide for exceptions, however, where Best Western Properties are not reasonably available for the Annual Meeting or for District Meetings, and for trade shows held at other facilities where it is beneficial for attendees to be staying on premises at such non-Best Western facilities.

Member's Bill of Rights

Each Member Of Best Western Shall Have The Following Rights:

• 1. 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.
• 1. The right to receive complete minutes of meetings of the Board of Directors, a detailed annual budget and detailed annual financial statements.

Source: Item 23 — Receipts (FDD pages 108–413)