Under what circumstances can the Best Western Board convene a closed executive session?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
All meetings of the Board shall be open to any Member except that the Board may convene a closed executive session for the purpose of considering personnel matters, considering confidential issues dealing with specific Members, receiving legal advice or for any other matter which, to avoid legal liability, may require confidential treatment. The Board may convene an executive session only upon the affirmative roll call vote of at least 80% of the then serving members of the Board. Action of the Board may only be taken by recorded roll-call vote and the vote of each Director on each issue must be recorded. The Board shall keep detailed minutes of all meetings, including minutes of the general nature of discussions in executive sessions, which minutes shall be made available to all Members upon request. The Board may keep detailed minutes of proceedings in executive session which shall be considered privileged and not subject to disclosure except upon proper legal authority or court order. An executive session may only occur within a regular or special Board meeting.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, the Board of Directors can convene a closed executive session under specific circumstances. These include considering personnel matters, addressing confidential issues related to specific members, receiving legal advice, or handling any other matter that may require confidential treatment to avoid legal liability.
For a closed executive session to occur, at least 80% of the then-serving members of the Board must approve it through an affirmative roll call vote. This high threshold ensures that such sessions are reserved for truly sensitive or confidential matters. The vote of each director on each issue must be recorded.
While the meetings themselves may be closed, Best Western is still required to keep detailed minutes of all meetings, including the general nature of discussions held during executive sessions. These minutes must be made available to all members upon request, promoting transparency while still protecting sensitive information. However, detailed minutes of proceedings in the executive session may be considered privileged and not subject to disclosure except upon proper legal authority or court order. An executive session may only occur within a regular or special Board meeting.
This policy balances the need for confidentiality in certain situations with the overall commitment to transparency and accountability within the Best Western organization. Prospective franchisees should understand that while they have a right to access meeting minutes, certain sensitive discussions may be summarized rather than fully disclosed to protect the interests of the organization and its members.