factual

Does Lees Famous Recipe authorize cumulative voting for elected Board positions?

Lees_Famous_Recipe Franchise · 2025 FDD

Answer from 2025 FDD Document

Article 7.8 Voting

Each member entitled to vote must be in good standing at least 60 days in advance of the voting deadline and may cast one vote for each elected Board position, but no cumulative voting is authorized. The nominee(s) receiving the highest numbers(s) of votes cast shall be deemed elected. The process for nominations shall be solicited in the manner and method as outlined by the Policies and Procedures set by the Board.

Source: Item 23 — RECEIPTS (FDD pages 70–287)

What This Means (2025 FDD)

According to Lees Famous Recipe's 2025 Franchise Disclosure Document, cumulative voting is not authorized for elected Board positions. Each member in good standing is entitled to one vote for each elected Board position. The nominee(s) with the highest number of votes will be elected.

This means that prospective franchisees who become members and are entitled to vote can only cast one vote per position, regardless of the number of votes they might otherwise have based on their ownership stake or other criteria. This system ensures that each member has an equal say in the election of the Board, preventing any single member or group of members from dominating the election process through cumulative voting.

The Board solicits nominations from members in good standing at least 60 days before the term begins for the positions being solicited. The nomination process follows the Policies and Procedures set by the Board. The Secretary contacts all nominees to explain the responsibilities of the position and to obtain their consent before their names are placed on the ballot. Election of the Board takes place annually, following the Policies and Procedures set by the Board.

Board meetings are held at least quarterly, or more frequently if deemed necessary by a majority of the Board members or when called by the Chairman. Special meetings require five days' prior written notice, including email, specifying the purpose of the meeting. A quorum is present if a majority of the directors are present, and the vote of a majority of the directors present constitutes the action of the Board if a quorum is present.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.