 BY-LAWS OF THE DOMINO’S FRANCHISE ASSOCIATION
Adopted as of June, 2007
ARTICLE I
Purpose
The DOMINO’S FRANCHISEE ASSOCIATION (the “Association”) has been
organized as a domestic nonprofit corporation to promote and foster the
interests of franchisees of Domino’s Pizza LLC, a Michigan limited
liability company (together with any successor, assign or affiliate
thereof which sells Domino’s Pizza franchises, collectively referred to
as the “Franchisor”) throughout the United States, Canada, and such
other countries and territories as may be approved by the Association,
and to provide Domino’s Pizza Franchisees a unified organization
working to maximize the value of its member stores. The Association is
organized pursuant to the Michigan Nonprofit Corporation Act.
ARTICLE II
Location
The Association’s principal office shall be at such place or places as
may be designated from time to time by the Association’s Board of
Directors.
ARTICLE III
Members
Section 1. Members. Any person, firm or entity which is franchised by
the Franchisor to operate one or more Domino’s Pizza food outlets in
the United States, Canada and such other countries and territories as
may be approved by the Association, may be a member of the Association;
provided, however, that no franchisee shall become a member of the
Association if such franchisee is controlled by, controlling, or under
common control with the Franchisor or any officer, director, or
employee of the Franchisor. If any franchisee is not an individual,
then the franchisee must designate in writing to the Chief Executive
Officer (“CEO”) of the Association, which designation may be changed
from time to time by notice to the CEO, an individual who is a partner
or principal officer of the franchisee to act as the member on behalf
of the franchisee. The members of the Association shall have no rights
or interests in or to any of the assets or properties of the
Association. The voting rights of members of the Association shall be
only as expressly provided in these by-laws. The Board of Directors of
the Organization may, however, confer such other rights and privileges
upon the members of the Association as the Board may from time to time
determine; provided, however, that the Association’s Board of Directors
may at any time and from time to time alter, amend or revoke any such
right or privilege conferred upon the members of the Association by the
Board.
Section 2. Multiple Franchisees. For purposes of determining
eligibility for membership in the Association, a group of franchise
holders shall be deemed to be a single franchisee if they are
controlled by, controlling or under common control with another
franchisee, in which event only such other franchisee shall be the
member of the Association.
Section 3. Payment of Dues and Fees. The Board of Directors may require
the payment by members of dues and fees according to a schedule and at
such reasonable levels and amounts as the Board may from time to time
determine.
Section 4. Admittance to Membership.
a.) Application and Acceptance. A candidate for admission to the
membership of the Association shall apply to the Association in writing
on such form of application as shall be approved by the Board of
Directors from time to time. All candidates shall be deemed approved
for admittance to membership in the Association unless specifically
disapproved by the Association’s Board of Directors within 60 days
after receipt by the Association.
b.) Dues Assessments. A new member shall, as a condition of membership,
pay to the Association the amount of the applicable dues assessment.
Dues shall be payable annually on January 1 for the following
twelve-month period.
c.) Failure to Pay Assessed Dues. When the dues assessment or any other
fees due from any member shall remain unpaid for a period of 30 days
after the Association has sent a written notice to such member advising
the member of its dues assessment or fee, the Association shall notify
such member in writing that the member’s benefits (including voting
privileges) are suspended, and unless such assessment or fee is paid
within 30 days of the date of such second notice, its membership shall
automatically terminate. If such assessment or fee is not paid pursuant
to the second notice, the membership of the delinquent member shall
automatically terminate upon the expiration of such second 30-day
period unless, for reasons satisfactory to the Board of Directors, the
Board shall excuse such default.
d.) Partial Payment of Dues. The Board of Directors may, from time to
time, authorize members to make partial payment of dues and fees. Any
member making a partial payment of any dues or fees shall have their
dues or fees pro rated starting from the date their assessment or fees
were due. The Association shall notify any such member when the balance
of such assessment or fee is due. If such assessment or fee is not paid
within 30 days after the Association has sent a written notice, the
membership of the delinquent member shall automatically terminate upon
the expiration of such 30 day period unless, for reasons satisfactory
to the Board of Directors, the board shall excuse such fault.
Section 5. Voting Rights. Each member shall be entitled to vote on each
matter submitted to a vote of the entire membership of the Association.
The number of votes allotted to each member shall be determined by the
number of stores owned by the member. The method for allotting votes
shall be determined by the Board of Directors. The Board of Directors
may change the method for allotting votes from time to time, and shall
make the method known to all members in writing or by electronic mail.
Section 6. Meetings. Meetings of the entire membership of the
Association shall be held at such place or places as the Association’s
Board of Directors may from time to time determine; provided, however,
that the membership of the Association shall meet at least once per
year. Special meetings of the membership of the Association may be
called in the following manner: a) by the CEO of the Association: b) by
the Chairperson of the Association; c) by the written request of at
least fifty percent (50%) of the Directors then serving, delivered to
the CEO of the Association; or d) by a dated written demand (i) signed
by members who represent at least twenty-five percent (25%) of the
voting power of the membership of the Association, (ii) describing the
purpose or purposes for which the meeting is to be held, and (iii)
delivered to an officer of the Association. Notice of the date, time
and place of any meeting of the membership of the Association shall be
given not less than 10 days before the meeting, either personally, by
mail or by electronic mail, to each member of the Association entitled
to vote at the meeting; or by being prominently displayed in a
newspaper or other periodical regularly published at least semiannually
by or in behalf of the Association and mailed at postage rates
complying with the regulations of the United States postal service
addressed to each member entitled to vote at the meeting not less than
10 days before the meeting. Such notice also shall include a
description of any matter or matters that must be approved by the
members of the Association at an annual or regular meeting or a
description of the matter or matters for which a special meeting is
called, whichever shall be applicable. Unless twenty percent (20%) or
more of the voting power of the membership of the Association is
represented in person or by proxy at an annual or regular meeting of
the membership, the only matters which may be voted upon at such
meeting are those matters described that are within the purpose or
purposes described in the notice of a special meeting of the membership
may be conducted at such meeting.
Section 7. Quorum and Required Vote. Representation in person or by
proxy at a meeting of the entire membership of the Association of
thirty percent (30%) of the full number of votes entitled to be cast on
the matter in question shall constitute a quorum sufficient for action
by the membership on such matter. The affirmative vote of a majority of
the votes cast at a meeting at which a quorum is present in person or
by proxy shall be the act of the membership of the Association, except
as may be otherwise specifically provided by these by-laws or by law.
Section 9. Proxy. A member entitled to vote at a meeting of the entire
membership or to express consent or dissent without a meeting may
authorize another member to act for the member by proxy; provided that
no member may hold proxies for more than ten percent (10%) of the
membership of the Association. A proxy shall be signed by the member,
shall be deposited with the CEO prior to being voted and shall not be
valid after the expiration of three months from its date unless
otherwise provided in the proxy. A proxy is revocable at the pleasure
of the member executing it, except as otherwise provided by law. The
authority of the holder of a proxy to act is not revoked by the
incompetence or death of the member who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of
the incompetence or death is received by the Secretary of the
Association.
Section 10. Expulsion, Suspension or Termination of Members. Any member
of the Association may be expelled, suspended or terminated as a member
of the Association, with cause, upon the vote of a majority of all
persons then serving as Directors of the Association, provided, (a)
such member is given 15 days prior written notice of such expulsion,
suspension or termination and the reasons therefor, and (b) such member
is given an opportunity to be heard by the Board, orally or in writing,
not less than five days before the vote on such expulsion, termination,
or suspension. Any such written notice given by mail must be given by
first-class or certified mail sent to the last address of the member
shown on the Association’s records. A member may be expelled, suspended
or terminated for the nonpayment of due or fees owed to Association. No
expelled, suspended, or terminated member shall be entitled to a
reimbursement of any fees or dues.
Section 11. Resignation of Members. Any member of the Association may
at any time resign as a member by giving written notice of resignation
to the CEO of the Association. Such resignation shall take effect at
the time specified in such notice or, if no time is specified, at the
time the CEO’s receipt of such notice. No action by the Board shall be
necessary to cause a resignation to be effective. No resigning member
shall be entitled to a reimbursement of any fees or dues.
Section 12. Reinstatement. Upon written request signed by a former
member and filed with the CEO of the Association, and upon payment of
any past due fees as well as any current dues, a former member in the
Association, if eligible for membership, shall automatically be
reinstated.
Section 13. Transfer of Membership. Membership in the Association is not transferable or assignable.
Section 14. Action by Written Consent. Notwithstanding any provisions
of these by-laws to the contrary, any action required to be, or which
may be, taken at a meeting of the membership of the Association may be
taken without a meeting, without prior notice, and without a vote if:
(a) a consent in writing, setting forth the action so taken, is signed
by members having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all
members entitled to vote thereon were present and voted; (b) such
written consent(s) is delivered to the Association for filing with the
minutes of the proceedings of the membership of the Association; and
(c) written notice of such action is promptly given by first class
mail, facsimile, or e-mail to all members of the Association who have
not signed a written consent consenting to such action.
ARTICLE IV
Directors
Section 1. Number. Authority and Election of Directors. The property,
business and affairs of the Association shall be managed by a Board of
Directors (the “Board”). The Board shall consist of members of the
Association, with a maximum of fifteen directors. Twelve of the
Directors shall be elected by the membership of four designated
Regional Chapters, with three Directors representing each Chapter. (The
boundaries of the four Chapters shall be determined by the Board of
Directors). Elections shall be held annually for one Board member from
each Chapter, at a time and according to a process determined by the
Board of Directors. All current dues-paying members of the Association
shall be eligible to vote, according to the Voting Rights described in
Article III Section 5. Two Directors shall be elected by the Domino’s
Pizza Forum, and ratified by the Board of Directors. The fifteenth
Director shall be appointed by the 14 elected Directors. The 14 elected
Directors, shall serve for a three year term and until his/her
successor shall have been duly elected and qualified or, if earlier,
until his/her death, resignation or removal. The appointed Director
shall serve for a one year term and until his/her successor shall have
been duly elected and qualified or, if earlier, until his/her death,
resignation or removal.
Section 2. Ex Officio Members of the Board. All officers of the
Association shall be ex officio members of the Board of Directors
during their terms of office. Ex officio members of the Board of
Directors shall be entitled to attend meetings of the Board, but,
unless otherwise provided herein, shall not have any right to vote at
such meetings; provided, however, that a person serving as a Director
who is also elected to serve as an officer shall at all times be
entitled to vote at meetings of the Board in his/her capacity as a
Director.
Section 3. Compensation and Expenses of Directors. Directors of the
Association shall receive no compensation for their services as
Directors, but may be reimbursed for their reasonable out-of-pocket
expenses incurred in carrying out the business and affairs of the
Association. The immediately preceding sentence shall not be construed
to preclude any Director from serving the Association in any other
capacity and receiving reasonable compensation for such service.
Section 4. Meetings. The Board shall hold meetings at such place or
places as it may from time to time determine; provided, however, the
Board shall meet at least once per year. Special meetings of the Board
may be called by the Chairperson of the Association or by the written
request of at least fifty-percent (50%) of the Directors then serving,
delivered to the CEO of the Association. Notice of the date, time and
place of a special meeting of the Board shall be given in writing (by
first-class mail, facsimile, or electronic mail), or by telephone, by
the CEO of the Association to each Director at least 48 hours prior to
the special meeting.
Section 5. Quorum and Required Vote. At each meeting of the Board, the
presence of a majority of the full number of Directors then serving
shall constitute a quorum sufficient for the transaction of business.
Except as otherwise specifically provided by these by-laws, any action
of a majority of the Directors present at meeting at which a quorum is
present shall be the official act of the Board. In the event of a tie
vote on any matter before the Board, a vote to break such tie shall be
cast by the Chairman.
Section 6. Action by Written Consent. Notwithstanding any provisions of
these by-laws to the contrary, any action required to be, or which may
be, taken at a meeting of the Board or any committee of the Board may
be taken without a meeting if, before or after the action, all members
of the Board or the committee, respectively, consent to such action in
a writing setting forth the action so taken, and the writing is filed
with the minutes of the proceedings of the Board or the particular
committee. Such consent shall have the same force and effect as a vote
of the Board or such committee for all purposes.
Section 7. Video or Telephone Conference Meeting. Unless the Articles
of Incorporation or these by-laws provide otherwise, Directors may
participate in a meeting of the Board by means of video or conference
telephone or similar communications equipment whereby all persons
participating in the meeting simultaneously may hear each other.
Participation in the meeting by such means shall constitute presence in
person at the meeting.
ARTICLE V
Officers
Section 1. Number, Authority and Election of Officers. The Officers of
the Association shall be elected by the Board of Directors annually at
its regular annual meeting. The officers of the Association shall be,
at a minimum, a Chairperson and a Treasurer. There may be, in addition,
such additional and/or assistant officers (such as the Vice-Chairperson
and Secretary described in this Article) as may be appointed from time
to time by resolution of the Board and who will have such authority and
duties as shall be indicated in such resolution. The Board may decide
to hire a Chief Executive Officer of the Association. It is the
responsibility of the Board to determine the terms of the CEO’s
employment, and to provide oversight and direction to him/her.
Section 2. Chairperson. The Chairperson, in the absence of a hired CEO,
shall be the chief executive officer of the Association; shall be
responsible for the day-to-day operations of the Association; shall
provide leadership to the Board of Directors; shall be an ex officio
member of all committees, and shall have the right to attend the
meetings of such committees and to vote at such meetings; shall have
responsibility for the general and active management of the business of
the Association; and shall see that all orders and resolutions of the
Board are carried into effect. The Chairperson may execute bonds,
mortgages and other contracts requiring a seal of the Association,
except where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly
delegated by the Board to some other officer or agent of the
Association. The Chairperson shall have the power to execute such
conveyances, contracts or other documents in the name of the
Association as are authorized by the Board or these by-laws.
Section 3. Vice Chairperson. The Vice Chairperson shall act in the
absence of the Chairperson or in the event of the Chairperson’s refusal
to act and, in so acting, shall have all the powers of and shall be
subject to all the restrictions on the Chairperson; and shall perform
such duties as may be delegated by the Chairperson. The Vice
Chairperson shall have the power, as does the Chairperson, to execute
such conveyances, contracts or other documents in the name of the
Association as are authorized by the Board or these by-laws.
Section 4. Secretary. The Secretary shall act as secretary of and keep
the minutes of all meetings of the Board of Directors and the members.
The Secretary shall see that all notices are duly given in accordance
with law, shall have charge of the books, records and papers of the
Association and shall see that all reports, statements and other
documents and records required by law are properly executed, kept and
filed. The Secretary shall have the responsibility for authenticating
records of the Association.
Section 5. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Association and shall have charge and custody
of the funds and other assets of the Association. The Treasurer shall
be responsible for keeping correct and adequate records of all
financial affairs of the Association. In addition, the Treasurer shall
submit a report at each Board meeting and supply the Association’s
accountant with appropriate records annually at the end of the fiscal
year before the incoming Treasurer assumes the duties of this office.
Section 6. Term of Office; Other Duties. Each officer shall serve for a
period of one year and until his/her successor is duly elected and
qualified or, if earlier, until his/her death, resignation or removal.
Each officer shall perform such other duties which (a) usually pertain
to his/her respective office and/or (b) from time to time may be
delegated by the Board of Directors.
Section 7. Compensation of Officers. Officers shall be entitled to
receive such reasonable compensation for their services to the
Association as officers as may be authorized by the Board of Directors.
ARTICLE VI
Vacancies
Section 1. Removal of Director. Any Director of the Association may be
removed at any time for cause by an affirmative vote of at least
two-thirds (2/3) of all persons then serving as Directors of the
Association and who are present in person or by proxy at a meeting of
the Board of Directors, or two-thirds (2/3) of all of the members of
the Association entitled to vote and who are present in person or by
proxy at a meeting of the membership, in each case (i) at which a
quorum is present, (ii) which is called for the purpose of removing
such director, and (iii) the notice of which states that the purpose or
one of the purposes of the meeting is the removal of such director. The
Director must be given 15 days prior written notice of such removal and
the reasons therefore, and the Director must be given an opportunity to
be heard by the Board, orally or in writing, not less than 5 days
before the vote on such removal. Any such written notice must be given
by first-class or certified mail sent to the last address of the
Director shown on the Association’s records.
Section 2. Removal of Officer. Any Officer of the Association may be
removed at any time from his/her respective position, with or without
cause, by a resolution duly adopted by a two-thirds (2/3) vote of all
persons then serving as Directors.
Section 3. Resignation of, Director or Officer. Any Director or any
officer of the Association may, at any time, resign from his/her
respective position by giving written notice of his/her resignation to
the CEO of the Association. Such resignation shall take effect at the
time specified in such notice or, if no time is specified, at the time
of the CEO’s receipt of such notice. No action of the Board shall be
necessary to cause a resignation to be effective.
Section 4. Election of Replacement Director. In the case of the death,
resignation or removal of any Director, a new Director may be selected
from the then current membership, by special election within 60 days of
such death, resignation, or removal, and the replacement Director shall
serve for the remaining term of the position being succeeded.
Section 5. Election of Replacement Officer. In the case of the death,
resignation or removal of any officer of the Association, a new officer
shall be elected by the Board of Directors for such term as the Board
may specify (but in no event longer than the remaining term of the
position being succeeded), at the regular meeting of the Board
following such death, resignation or removal, or at a special meeting
of the Board called for such purpose.
ARTICLE VII
Loans, Checks, Drafts, Deposits, Etc.
Section 1. Loans and Advances. To the extant permitted by law, and upon
the approval of the Board, the Chairperson, acting jointly with the
Treasurer of the Association, may effect loans and advances at any time
for the Association from any bank, trust company or other institution,
or from any firm, corporation or individual, and for such loans or
advances that may be made, may execute and deliver promissory notes or
other obligations of the Association, and may pledge, hypothecate or
transfer any securities or other property of the Association as
security for any loans or advances.
Section 2. Expenditures. The Board of Directors may from time to time
adopt resolutions authorizing or limiting the rights of any person to
make expenditures on behalf of the Association.
Section 3. Bank Accounts. All funds of the Association not otherwise
employed or invested shall be deposited from time to time to the credit
of the Association in such banks, trust companies or other depositories
as the Board may select or as may be selected by any officer or agent
of the Association to whom such power may, from time to time, be
delegated by the Board; and, for the purpose of such deposit, any
officer, agent or employee of the Association to whom such power may be
delegated by the Board may endorse, assign and deliver checks, drafts
and other orders for the payment of moneys which are payable to the
order of the Association.
ARTICLE VIII
Committees
Section 1. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board, designate one or more committees,
each committee to have at least one Director among its membership.
Other voting members of any committee must be current dues-paying
members of the Association. The Board may designate one or more
Directors as alternate members of any committee, who may replace any
absent member at any meeting of such committee. In addition, the Board
of Directors may designate other individuals to serve on such
committees, who need not be members of the Association, but who shall
have no right to vote on any matters. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. The Board of Directors
shall determine the purpose of any such committee and also the scope of
the committee’s work. A majority of the committee members entitled to
vote may determine its action and may fix the time and places of its
meetings, unless otherwise provided by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.
Section 2. Removal of Committee Members; Term of Office. Any member of
a committee of the Association may be removed at any time, with or
without cause, by the person or persons authorized to appoint such
member. Except as may be otherwise designated by the Board or by these
by-laws, each member of a committee shall continue as such until the
next annual meeting of the Association and until his/her successor is
appointed or, if earlier, until his/her death, resignation or removal,
unless the committee shall be sooner terminated.
Section 3. Committee Chairpersons. Except as otherwise provided in
these by-laws, one member of each committee shall be appointed
committee chairperson by the persons authorized to appoint that
committee’s membership or, in lieu thereof, by a majority vote of all
then serving members of such committee entitled to vote.
Section 4. Vacancies. Vacancies in the membership of any committee may
be filled by appointments made in the same manner as provided for the
original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the
Board of Directors designating a committee, a majority of the members
of the committee entitled to vote shall constitute a quorum, and the
act of a majority of the committee members entitled to vote present at
a meeting at which a quorum is present shall be the act of the
committee.
Section 6. Committee Rules. Each committee may adopt rules for its own
governance not inconsistent with these by-laws or with rules adopted by
the Board of Directors.
ARTICLE IX
Legal Proceedings
Section 1. Initiating Legal Proceedings. Notwithstanding any provisions
of these by-laws to the contrary, any action to initiate any legal
proceedings, which includes, without limitation, litigation and
arbitration, must (a) be passed by an affirmative vote of at least
eighty percent (80%) of all persons then serving as Directors of the
Association and who are present in person or by proxy at a meeting of
the Board of Directors, or (b) by an affirmative vote of least seventy
percent (70%) of all of the members of the Association entitled to vote.
Section 2. Appeals of Legal Proceedings. In the event that there is an
option to appeal a ruling of any legal proceedings; to pursue such
appeal must (a) be passed by an affirmative vote of more than fifty
percent (50%) of all persons then serving as Directors of the
Association and who are present in person or by proxy at a meeting of
the Board of Directors, or (b) by an affirmative vote of more than
fifty percent (50%) of all the members of the Association.
Section 3. Settling Legal Proceedings. In the event that there is an
offer to settle any pending legal proceedings, it must be (a) accepted
by an affirmative vote of greater than fifty percent (50%) of all
persons then serving as Directors of the Association and who are
present in person or by proxy at a meeting of the Board of Directors,
or (b) by an affirmative vote of at least seventy percent (70%) of all
of the members of the Association entitled to vote.
ARTICLE X
Fiscal Year
The fiscal year of the Association shall commence on January 1 and end on December 31 of each year.
ARTICLE XI
Indemnification of Directors and Officers
The Association’s Directors, CEO and other officers, employees and
agents shall be entitled to the broadest indemnification authorized and
permitted by Sections 561 through 569 of the Michigan Nonprofit
Corporation Act, or any amending, supplementing or substituting
therefore.
ARTICLE XIII
Amendments
These by-laws may be amended, altered or repealed, in whole or in part,
at any regular or special meeting of the Board, duly called and held,
upon a vote of a majority of the persons then serving as Directors;
provided, however, that any by-laws adopted by the Board may be
amended, altered or repealed and new by-laws adopted by a vote of a
majority of all of the members of the Association present at a duly
called meeting at which a quorum is present and entitled to vote, but
in no event by less than forty percent (40%) of all members eligible to
vote at such meeting.
ARTICLE XIV
Miscellaneous
Section 1. Voting Securities of Other Entities. Except as may be
otherwise directed by the Board, any security issued by any other
corporation or entity and owned or controlled by the Association may be
voted, and all rights and powers incident to the ownership of such
securities, including without limitation execution of any consent of
shareholders or other consents in respect thereof, may be exercised on
behalf of the Association by the Chairperson, who may in his/her
discretion delegate any of the foregoing powers by executing proxies of
otherwise. The Board may from time to time confer like powers on any
person or persons.
ARTICLE XV
Personal Liability
The Members, Directors, Officers, and CEO of the Association shall not
be personally liable for any debt, liability, or obligation of the
Association. All persons, corporations, associations, or other entities
extending credit to, contracting with, or having claim against the
Association, may look only to the funds and property of the association
for the payment of any such contract or claim, or for the payment of
any such contract or claim, or for the payment of any debt, damages,
judgment, or decree of any money that may otherwise become due or
payable to them from the Association.
ARTICLE XVI
Non-Discriminatory Policies
Each and every program or activity operated, managed or supervised by
the Association shall admit persons of any race, color, religion,
national origin, gender, or sexual preference. No such program or
activity shall in any manner discriminate on the basis of race, color,
religion, national origin, gender, or sexual preference.
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