Under what circumstances is a person ineligible to be appointed or elected as a Director for Best Western?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
hstanding the foregoing, each Director shall hold office until the Director's successor is elected and qualified, or until the Director's earlier resignation or removal.
- (B) The Board shall divide the geographic area of the Membership into seven Districts, comprised of whole states, territories, provinces and/or possessions (the District of Columbia is considered to be a state for purposes of this Article).
- (C) A Majority of the Board may, if it deems such action is in the best interest of the Corporation, alter, change or amend the boundaries of the Districts by resolution of the Board without the requirement of amending this Bylaw.
Section 2. Qualifications
The following are qualifications to seek election as a Director (a "Candidate"), and to remain qualified to serve as a Director:
(A) Equity Interest.
- (1) A Candidate must own, and must have owned for at least two years prior to seeking election, at least a 25% equity interest in an owned Best Western Property or Properties.
- (2) A Candidate must own and continue to own through the election process at least a 10% equity interest in an owned Best Western Property in the District the Candidate seeks to represent.
- (3) A Director must continuously own at least a 25% equity interest in an owned Best Western Property or Properties.
- (4) A Director must continuously own at least a 10% equity interest in an owned Best Western Property in the Director's District.
- (5) A Candidate or a Director may satisfy the 25% equity interest ownership requirement by adding together Best Western equity interest ownerships as long as each added equity interest is at least 10%.
- (B) With respect to Sections (A)(2) through (A)(5) above, a Candidate or a Director must be and must remain the Voting Member for any Best Western Property or Properties relied upon to satisfy the equity interest ownership requirement.
- (C) Must reside in the District the Candidate seeks to represent and the Director represents.
- (D) Has not been convicted of a felony, a crime involving fraud or falsehoods, or a crime related to the operations of a hotel or to the lodging industry.
- (E) (1) with regard to Properties in which a Candidate or a Director has an ownership interest, they must cumulatively have and maintain a Quality Assurance average score, measured using the three (3) most recent assessments for each Property, that is at or above the previous year's North American average; and (2) the Board of Directors shall establish a policy of enforcing this requirement consistent with Best Western membership rules.
Equity interest ownership can be established by a Best Western Property that is in a closely held family trust that is for the benefit of the Director Candidate or Director, and a parent, spouse, child or bloodrelated brother or sister.
Equity interest in a Best Western Property shall be established by providing, at a minimum:
- (A) Recorded title to the Property;
- (B) Relevant corporate filings showing ownership interest among owners, partners, members or shareholders;
- (C) Relevant tax filings; and
- (D) Any relevant agreements or trust documents among owners, partners, members or shareholders.
Residence shall be established by providing documentation, at a minimum, of the following:
(A) A permanent personal dwelling in the District;
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, several factors can disqualify a candidate from being elected or serving as a Director. These include lacking the required equity interest in a Best Western property, not residing in the district they seek to represent, having a criminal record involving felonies, fraud, falsehoods, or crimes related to the hotel or lodging industry, and failure to maintain a satisfactory Quality Assurance average score for properties they own.
Specifically, a candidate must own at least a 25% equity interest in a Best Western property or properties for at least two years prior to seeking election, or at least a 10% equity interest in a Best Western Property in the district they seek to represent. They must also be the Voting Member for any Best Western Property used to meet the equity interest ownership requirement and must reside in the district they aim to represent. Furthermore, candidates and directors must maintain a Quality Assurance average score at or above the previous year's North American average, based on the three most recent assessments for each property they have an ownership interest in.
Failure to provide the required documentation for equity interest ownership or residence creates a presumption of ineligibility. Similarly, the existence of a public record indicating felonies or crimes involving fraud or falsehoods also creates a presumption that the candidate or director is not qualified to serve. Directors are required to certify their continued qualification annually and must provide any documents requested by the General Counsel to verify this certification. These rules ensure that Best Western's directors meet specific criteria related to ownership, residency, ethical conduct, and property performance.