Under what circumstances is a Bonchon director not required to be given notice of a meeting?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
Notice need not be given to any director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting before the end of the meeting the lack of notice to him.
6.05 Annual and Quarterly Meetings
Annual meetings of the Board shall be held either: (a) without notice immediately after the annual meeting of the membership, and at the same place, or (b) as soon as practicable after the annual meeting of the membership, on notice as provided above in Section 6.07 of these By-Laws. Quarterly meetings of the Board shall be held without formal notice immediately after the quarterly meeting of members, and at the same place, or at such times and places as the Board determines by prior written notice.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, there are specific instances where a director is not required to receive notice of a meeting. A director need not be given notice if they submit a signed waiver of notice, either before or after the meeting. Additionally, a director who attends a meeting without protesting the lack of notice before the meeting concludes is also not required to have been given prior notice.
Specifically, the annual and quarterly meetings of the Board do not require formal notice if they are held immediately after the annual or quarterly meeting of the membership, respectively, and at the same location. However, if these meetings are not held immediately after the membership meetings or at the same place, then the standard notice requirements apply, ensuring directors receive notice at least 10 days in advance, or, for special meetings only, by delivering or telephoning or telegraphing notice to him at least two (2) hours before the meeting.
This policy ensures that Bonchon's Board of Directors can act swiftly when necessary, while also protecting the rights of individual directors to be informed about and participate in important decisions. The waiver provision allows directors to streamline the meeting process when they are already aware of the meeting details or choose not to attend. The attendance without protest clause prevents directors from later claiming lack of notice as a reason to challenge decisions made at the meeting.