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