Can Ella Cafe require me to be a member of more than one Market Cooperative?

According to Ella Cafe's 2024 Franchise Disclosure Document, Ella Cafe will not require a franchisee to be a member of more than one Market Cooperative. If a Market Cooperative for the geographic area encompassing the Location has been established at the time the franchisee commences operations, the franchisee must immediately become a member of such Market Cooperative. If a Market Cooperative for the geographic area encompassing the Location is established during the term of the Franchise Agreement, the franchisee must become a member of such Market Cooperative within 30 days.

Each Market Cooperative will be organized and governed in a form and manner, and will commence operations on a date, determined by Ella Cafe. Ella Cafe may require the Market Cooperative to adopt bylaws or regulations prepared by Ella Cafe. Unless otherwise specified by Ella Cafe, the activities carried on by each Market Cooperative will be decided by a majority vote of its members. Ella Cafe is entitled to attend and participate in any meeting of a Market Cooperative. Any Ella Cafe business owned by Ella Cafe in the Market Cooperative will have the same voting rights as those owned by its franchisees.

Each Ella Cafe business owner will be entitled to cast one vote for each Business owned; however, a franchisee is not entitled to vote if it is in default under its franchise agreement. If the members of a Market Cooperative are unable or fail to determine the manner in which Market Cooperative monies will be spent, Ella Cafe may assume this decision-making authority after 10 days' notice to the members of the Market Cooperative. The Market Cooperative is devoted exclusively to administering regional advertising and marketing programs and developing (subject to Ella Cafe's approval) standardized promotional materials for use by the members in local advertising and promotion.

No advertising or promotional plans or materials may be used by a Market Cooperative or furnished to its members without the prior approval of Ella Cafe. Ella Cafe may designate the national or regional advertising agencies used by the Market Cooperative. The majority vote of the Market Cooperative will determine the dues to be paid by members of the Market Cooperative, including the franchisee, but not less than 1% and not more than 5% of Gross Sales. Only Ella Cafe will have the right to enforce the obligations of franchisees who are members of a Market Cooperative to contribute to the Market Cooperative. Ella Cafe may terminate any Market Cooperative, and any funds left in a Market Cooperative upon termination will be transferred to the Brand Marketing Fee.