Does the Bojangles Advertising Expense Sharing Agreement address how disputes among DMA Members will be resolved?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
was absent from such meeting.
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- NOTICE OF MEETINGS: The chairman shall give each Member of the DMA at least ten days notice of any annual or special meeting of the Membership, which notice shall be in writing and shall state the place, date, and time of such meeting. The notice required by this paragraph may be waived by a written waiver signed by all of the Members of a DMA or by any Member, and shall be deemed waived by a Member as to any meeting at which such Member shall be present in person or by proxy.
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- ACTIVATION: At the initial and at each annual meeting the Membership shall, and at any special meeting the Membership may, vote upon the question of activating DMA Advertising if DMA Advertising shall not be then activated for the DMA, or if DMA Advertising shall then be activated, whether to continue such activation. DMA Advertising shall be initiated or continued only if approved by 51% of the DMA Membership voting upon the question; however, other Members in the DMA may have different provisions that permit them not to participate in the DMA except upon a greater vote. In lieu of membership in the DMA, Franchisor may require Express Units to pay up to two percent (2%) of gross sales to Franchisor to offset, in part, spending of Franchisor in the DMA, without admitting Express Units as voting members of the DMA.
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- CONTRIBUTIONS: Except during a DMA Advertising Period, no DMA Advertising shall be conducted and no contributions shall be required of the DMA Membership except pro rata reimbursement (computed on a per Restaurant basis) for reasonable and necessary administrative expenses incurred by the chairman in fulfillment of his duties.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
Based on the 2025 Bojangles Franchise Disclosure Document, the Advertising Expense Sharing Agreement does not explicitly detail a specific dispute resolution process for disagreements arising among DMA (Designated Market Area) members. However, the agreement outlines certain decision-making processes that require specific voting thresholds, which could be relevant in resolving some types of disputes. For instance, activating or continuing DMA advertising requires approval by 51% of the DMA membership, although some members may have different provisions requiring a greater vote. Increasing contributions beyond 2% of gross sales requires unanimous consent of the membership. These mechanisms suggest a framework for addressing disagreements through voting and consensus.
The document also specifies that the DMA membership can elect to form a corporation to manage advertising functions, and in such cases, the corporation's charter and by-laws must be consistent with the terms of the Advertising Expense Sharing Agreement. This incorporation could provide a more structured framework for resolving disputes, depending on the specific provisions included in the charter and by-laws.
Since the FDD does not provide a specific dispute resolution process, prospective Bojangles franchisees should inquire with the franchisor about how disagreements among DMA members have been handled in the past and whether there are any established protocols or mediation processes in place. Understanding the practical mechanisms for resolving conflicts within the DMA is crucial for franchisees to ensure smooth operations and protect their interests.