PF INDEPENDENT FRANCHISEE ASSOCIATION BYLAWS

Transcription

1 PF INDEPENDENT FRANCHISEE ASSOCIATION BYLAWS (as amended May 2016) ARTICLE I NAME, LOCATION AND PURPOSE Section 1: Name The name of this organization shall be the PF INDEPENDENT FRANCHISEE ASSOCIATION, INC. (the Association or PFIFA ), a not-for-profit corporation formed in the State of Delaware, on June 2, Section 2: Offices The principal office of the Association shall be located at 1 New Hampshire Ave, Suite 125, Portsmouth, NH 03801, or other locations as determined by the Board of Directors (the Board ) of the Association. Section 3: Purpose The purpose of the Association is to encourage franchisor-franchisee communications and relations, increase franchisee awareness through publications and seminars, improve franchised business conditions, and promote and foster the interests of franchisees of Pla-Fit Franchise, LLC, a New Hampshire limited liability company (together with any successor, assign or affiliate thereof which sells Planet Fitness franchises, collectively referred to as the Franchisor as may be approved by the Association. ARTICLE II MEMBERS Section 1: Member Eligibility The Association is comprised of individuals and entities that are licensed the right to own and operate one or more Planet Fitness franchised locations (each an Outlet ) in the United States Page 1 of 23

2 (inclusive of United States territories), pursuant to a Planet Fitness franchise agreement entered into by and between the individual or entity (each a Franchisee ) and the franchisor of the Planet Fitness franchise system, currently, Pla-Fit Franchise, LLC, its predecessors, successors and assigns (the Franchisor ). Notwithstanding the foregoing, individuals and/or entities that are controlled by, controlling, or under common control with the Franchisor or any parent, subsidiary, affiliate, officer, director, or employee of the Franchisor, shall not be eligible to become a member of this Association (each an Ineligible 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 Bylaws. The Board of the Association may, however, subject to the limitations set forth in these Bylaws, confer, limit or revoke such other rights and privileges upon the Members of the Association as the Board may from time to time determine. Section 2: Admittance to Membership Any Franchisee, with the exception of Ineligible Franchisees, may become a Member of the Association. Notwithstanding the foregoing, each Multi-Unit Franchisee Group shall be limited to one membership to the Association, regardless of the number of Franchisees within the Multi- Unit Franchisee Group. For purposes of these Bylaws, the term Multi-Unit Franchisee Group shall mean two or more Franchisees that are under common ownership or control. In the event a Franchisee is part of distinct ownership groups, each ownership group shall be eligible for Membership. 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 from time to time (the Member Application ) and shall submit the Initial Membership Fee in accordance with Board policy. Subject to the limitations set forth above, all candidates (with the exception of Ineligible Franchisees) shall be deemed approved for admittance to membership in the Association unless Page 2 of 23

3 specifically disapproved by the Board within 60 days after receipt of the Member Application and accompanying Initial Membership Fee by the Association. If a Member Application is disapproved, the Initial Membership Fee will be refunded to the applicant. Each approved candidate shall be deemed a Member of the Association. Except as otherwise expressly provided under these Bylaws: (a) each Member shall be entitled to cast one vote per Outlet; and (b) a Member that is part of a Multi-Unit Franchisee Group shall be entitled to cast one vote per Member Controlled Outlet, provided that the Initial Member Application Fee has been paid for all such Member Controlled Outlets. For purposes of these Bylaws, the term Member Controlled Outlets shall mean all Outlets owned or operated by the Member. If a Member is a legal entity, then the Member must designate in writing to the Board, which designation may be changed from time to time by notice to the Board, an individual who is an owner, partner or principal officer of the Member to act as the representative on behalf of such Member. Section 3: Non-Voting Members Non-voting membership may be open to various groups, companies and/or individuals whether or not affiliated with the Planet Fitness franchise system or the Association. These members may be invited, but will not have a right, to attend all meetings of the Association. Non-voting memberships may be offered to persons or entities that form part of non-independent franchisees (in those cases where the Franchisor and/or its officers, employees, or directors hold controlling interest in such non-independent franchisee(s)), or to suppliers and/or individuals who wish to support the efforts of the Association. The decision to grant such non-voting memberships shall rest with the Board. Section 4: Membership Responsibilities All classes of voting and non-voting members are obligated to abide by the Association s rules, policies and Bylaws, and to fulfill the obligations and responsibilities of membership set out in these Bylaws and resolutions of the Board implementing these Bylaws. Page 3 of 23

4 Section 5: Discrimination Prohibited No qualified individual shall be denied membership on the basis of race, color, religion, creed, ancestry, national origin, sex, marital status, age, handicap, sexual orientation, or any other basis prohibited by any applicable federal state, or local law, regulation, rule or ordinance. Section 6: Resignation from Membership Any member may resign from membership of the Association at any time upon the delivery of sixty (60) days written notice to the Board. Such resignation shall not relieve the Member of the obligation to pay any dues or other charges accrued and unpaid. Resignation does not entitle a Member to a refund of any part of dues and/or membership fees that have been paid. Section 7: Removal Members may be removed for cause from membership by a two-thirds (2/3) affirmative vote of the Board. Cause may include, but is not limited to, misconduct or the expiration or termination of the Member s Franchise Agreement(s). For any cause other than non-payment of dues, a vote for removal shall occur only after the Member complained against has been advised in writing of the complaint so lodged, and has been given reasonable opportunity for defense; such Member, if removed, may appeal the decision of the Board at the Annual Business Meeting of the Association, if written notice of intent of appeal is provided to the Board at least ten (10) days prior to the meeting. Section 8: Reinstatement A former Member may be reinstated on showing proof of qualification and paying all dues in arrears. The Board may accept, in its sole discretion, less than full payment for re-instatement for any former Member. Section 9: Transferability of Membership There shall be no transfer of a membership to another upon the transfer of a Member s franchised Outlet. The new owner of the Outlet must join the Association in accordance with these Bylaws. Page 4 of 23

5 ARTICLE III MEMBERSHIP FEES, DUES & SPECIAL ASSESSMENTS Section 1: Establishment of Membership Fees, Dues & Special Assessments Membership dues, including annual Membership dues and admission/initial membership fees, shall be established by the Board. All Members shall pay the annual dues and the initial membership fee based on the number of such Member s Member Controlled Outlets. The Initial Membership Fee shall be set by the Board on a per Outlet basis. The Initial Membership Fee will be assessed, due and payable at the time the applicant submits the Membership Application or at such other time as designated by the Board. From the date of submission of the Membership Application and payment of the Initial Membership Fee until the next July 1, the applicant Member shall not be required to pay any Annual Dues. The Annual Dues shall be set annually by the Board and assessed on a per Outlet basis, payable on the date and in the manner specified by the Board. The Board shall have the discretion to require all Members to pay a Special Assessment in excess of the Annual Dues and Initial Membership Fees; provided that any such Special Assessment shall require a vote in favor of the assessment by two-thirds (2/3) of the entire Board. Special Assessments shall be due and payable at the time and in the manner designated by the Board. Section 2: Payment of Annual Membership Dues Annual Membership dues are considered due and payable by all Members on the first business day in July of each year. The Board shall determine the manner in which any dues are to be paid to the Association. Page 5 of 23

6 Section 3: Delinquency and Cancellation Any Member of the Association who is delinquent in dues for thirty (30) days from the time dues become payable shall be notified of such delinquency and suspended from further Association involvement and services. If payment of dues is not made within the succeeding thirty (30) days, the delinquent Member shall be dropped from the membership rolls and forfeit all rights and privileges of membership, including voting rights, unless such suspension, at the request of the Member, is waived by affirmative action of the Board. Section 4: Refunds No dues shall be refunded to any Member whose membership terminates or ends for any reason. Section 5: Franchisee Equity Fund The Association shall have a Franchisee Equity Fund (the Fund ) into which a portion of each Member s Annual Dues shall be contributed for each fiscal year of the Association, all on the terms and conditions governing the purposes and operations of such Fund which shall be set forth in the PFIFA Franchisee Equity Fund Policy (the Policy ) as such Policy shall be revised from time to time by the Board. Section 1: Annual Business Meeting ARTICLE IV MEETINGS OF MEMBERS AND VOTING The annual business meeting of the Association (each an Annual Meeting or Annual Business Meeting ) shall be held at such place and on such date(s) as shall be determined by the Board. This meeting may be conducted via teleconference, web conference or other electronic means. The Board, or the President, as authorized by the Board, shall prepare and circulate to the Members, the agenda for the Annual Meeting (the Annual Meeting Agenda ) at least 30 days in advance of such meeting. The Members shall have a period of ten (10) days from the date on which the Annual Meeting Agenda is issued (the Member Comment Period ) within which to provide comments and proposed amendments or modifications ( Member Comments ) to the Annual Meeting Agenda. The Executive Committee, as defined in these Bylaws, shall have the right to amend the Annual Meeting Agenda in response to any Member Comments and shall issue the final Annual Meeting Agenda within ten (10) days after the expiration of the Member Page 10 of 23

7 Comment Period. The Board has the authority to modify and prioritize the Annual Meeting Agenda at any time during the Annual Meeting. Section 2: Special Meetings Special meetings of the Association may be called by the Board at any time, or shall be called by the President upon receipt of a written request by ten percent (10%) of the Members identifying the items to be discussed (each a Member Special Meeting Request ) within ten (10) days after the filing of such a request with the President. If called, the Board, or the President, as authorized by the Board, will prepare the proposed agenda for the special meeting, which agenda will include the items specified in the Member Special Meeting Request. Section 3: Notice of Meetings The President shall provide notice of any and all meetings of the Association to the Members. Notice of a meeting of the Association shall be mailed, faxed, or sent via electronic mail, as determined by the President, to the last known addresses of each Member between ten (10) to forty (40) days before the date of the meeting. The President shall determine the most effective means of communication. Section 4: Voting Except as otherwise expressly set forth in these Bylaws, at all meetings of the Association, each Member that is current in dues payments shall have (a) one (1) vote per Outlet, or (b) if the Member is part of a Multi-Unit Franchisee Group, such Member shall have one (1) vote per Member Controlled Outlet, provided that such Member paid all applicable Membership dues, Annual Fees and Special Assessments for all Member Controlled Outlets. Unless otherwise specifically provided by these Bylaws, a majority of votes cast by Members (consistent with one vote per outlet or Member Controlled Outlet) shall govern; provided that a quorum of the Members is present (as a quorum is defined in these Bylaws). Voting may be conducted by show of hands, written ballots, Electronic Voting Session, and/or any other form that is authorized or required by the Board. Page 10 of 23

8 Section 5: Member Quorum A quorum of the Members shall exist when at least fifty-one percent (51%) of the Members are present and/or participating in the meeting and/or decision before the Members (the Member Quorum ). Unless otherwise expressly set forth under these Bylaws, any and all actions and decisions permitted to be taken and/or made by the Members shall require participation of, at a minimum, the Member Quorum, and must be passed by a majority vote. Members may not vote by proxy, unless expressly authorized by the Board. Section 6: Electronic Voting Sessions Electronic Voting Session: Member Voting may be conducted through electronic means, including electronic mail; provided that (a) Members are provided with a Notice of Electronic Voting Session, via electronic mail or other written means with the Notice of Meeting; and (b) all votes are submitted within the Electronic Voting Session Period. The Electronic Voting Session Period shall be such period designated by the Board; provided, however, that in no event shall such period be less than three (3) business days. The Notice of the Electronic Voting Session shall be issued by the Board, or the President (as authorized by the Board), and shall identify the items that will be voted on through the Electronic Voting Session. ARTICLE V BOARD OF DIRECTORS The property, business and affairs of the Association shall be managed by a Board of Directors. The Board shall consist of Qualifying Members, with a maximum of thirteen (13) Board Members. Section 1: Eligibility Requirements for Board Members In order to be nominated and elected to the Board, a Member must be current in all Association dues at the time such Member is nominated and elected. Further, at the time of nomination, and throughout their term on the Board, each nominee and Board Member must maintain their Association membership in good standing. Section 2: Nominations and the Nominating Committee Page 10 of 23

9 The Nominating Committee shall be appointed by the President and approved by the Board annually at least six (6) months prior to the scheduled Annual Meeting. The Committee shall consist of seven (7) voting members: (the Immediate Past-President; two (2) Board members, who are not the President and who are not running for election; and 4 Members at-large. The Committee shall be chaired by the Immediate Past-President. If the Immediate Past-President is not available to serve for any reason, the President shall appoint an additional Board member not running for election to Chair the Committee. The current President shall serve on the Nominating Committee in a non-voting capacity, so long as the President is not eligible for reelection in the year in which he or she is serving on the Nominating Committee. Announcement of the members of the Committee shall be made promptly upon the formation of the Committee. Further, members must be simultaneously advised that they are free to nominate any Member for consideration by the Nominating Committee for any open Board positions. Section 3: Nominating Committee Eligibility and Duties None of the members of the Nominating Committee may be nominated to serve on the Board in the year in which they serve on the Nominating Committee. The Nominating Committee shall solicit, recruit and receive nominations for Board Membership. The Nominating Committee shall determine that each nominee is eligible for candidacy, agrees to be nominated, is willing to abide by Board policies regarding confidentiality and conflicts of interest if elected, and agrees to serve if elected. The Committee shall then review all nominations to ensure eligibility, select a final slate of candidates for election in accordance with Section 4 of this Article, and submit the final slate of candidates to the Membership no later than 60 days prior to the Annual Meeting at which elections shall take place. Section 4: Constituency of Board of Directors In establishing the slate of nominees for the Board, the Nominating Committee should aspire, but are not required, to fill Board positions so that the Board is representative. In doing so, the Nominating Committee shall utilize the following guidelines in formulating its nominations: a. One female Board Member; b. One Board Member with at least one (1) Planet Fitness Outlet that is located East of the Mississippi; c. One Board Member with at least one (1) Planet Fitness Outlet that is located West Page 10 of 23

10 of the Mississippi; d. One Board Member who has owned and operated one or more Planet Fitness Outlets for five (5) years or more; and e. One Board Member who has owned and operated one or more Planet Fitness Outlets for two (2) years or less. f. One Board member who owns three or fewer Planet Fitness Outlets. One Board Member may satisfy multiple categories of the above-mentioned aspirations. Section 5: Nomination by Petition One or more additional nominations may be made for any Board position up for election by petition signed by not less than 10% of the Members. The petition must state that the individual nominated has agreed to the nomination, and is eligible. The petition must be received by the Chair of the Nominating Committee not less than 30 days prior to the Annual Meeting. If there are any nominations by petition in a particular year, the President shall promptly announce, in a publication or notice sent to all Members, the names of all persons who are nominated by petition. Section 6: Election of Board Members All elections for Board positions shall be held during the Annual Meeting. The date, time and place of the election shall be published in the notice of the Annual Meeting sent by the President. In the absence of a nomination by petition, Board members shall be voted on as a group, with the election of the slate of nominees being approved or disapproved in their totality. In the event of a nomination by petition, a Member may cast his or her votes (consistent with one vote per Outlet or Member Controlled Outlet) for each seat being contested by petition. Those nominees receiving the highest number of votes shall be elected, to the extent required to fill all of the available seats on the Board. Section 7: Term of Office Each Board Member shall serve for a term of three (3) years, beginning on the first calendar day of the month immediately following the annual meeting, and continuing and until his or her Page 10 of 23

11 successor shall have been duly elected and qualified or, if earlier, until his or her death, resignation or removal. Board Members shall be limited to serving on the Board for no more than two terms during any consecutive ten (10) year period. A Board Member s term will begin to run from the date of expiration of such Board Member s predecessor. Section 8: No Compensation for the Board of Directors Each Board Member shall serve as a Board Member in a voluntary capacity, without compensation or reimbursement for expenses, unless expense reimbursement is approved by the Board. Section 9: Quorum for the Board of Directors A quorum of the Board shall exist when at least two-thirds (2/3) of the Board are present and/or participating in the meeting and/or decision before the Board (the Board Quorum ). Unless otherwise expressly set forth under these Bylaws, any and all actions and decisions permitted to be taken and/or made by the Board shall require participation of, at a minimum, the Board Quorum, and must be passed by a majority vote of all participating Board Members. Board Members may not vote by proxy. ARTICLE VI AUTHORITY, MEETINGS, REMOVAL OF THE BOARD OF DIRECTORS Section 1: Authority and Responsibility The governing body of the Association shall be the Board and, as authorized by the Board and these Bylaws, the Executive Officers of the Association. The Board shall have supervision, control and direction of the affairs of the Association and its committees; shall determine its policies; and shall actively pursue its objectives and supervise the disbursements of its funds. The Board may adopt rules and regulations for the conduct of its business as it shall deem Page 11 of 23

12 advisable and may, in the execution of the powers granted to it, delegate authority and responsibility to staff or firms it may retain to execute the policies of the Board. Section 2: Meetings The Board shall hold meetings at such place or places as the Board may from time to time determine; provided, however, the Board shall meet at least once per year. Prior to holding any Board meeting, the President, or such other individual as authorized by the Board, shall, in consultation with the Executive Committee prepare and circulate to the Board written notice of the meeting accompanied by the meeting agenda (the Board Meeting Agenda ) no less than ten (10) days in advance of the Board meeting. Board meetings may be conducted in person or via teleconference, web conference or other electronic means. Special Meetings Special meetings of the Board may be called by the President or at the request of any five (5) Board members, by notice mailed, delivered, ed or faxed to each Board Member not less than five (5) days before the meeting is held. The President, or such other individual as authorized by the Board, shall prepare and circulate to the Board, the agenda for the each Special Board meeting (the Special Board Meeting Agenda ). Emergency Meetings In the event the President deems a matter so urgent as to requiring the immediate attention of the Board, the President may call a meeting on no fewer than forty-eight (48) hours notice. Such notice shall be provided to all Board members in a manner calculated to assure notice is timely received. Section 3: Notice of Meetings Except as otherwise set forth herein, notice of any meeting of the Board shall be mailed, faxed, or sent via electronic mail by the President to the last known addresses of each Board Member Page 12 of 23

13 between fourteen (10) to forty (40) days before the date of the meeting. The President shall determine the most effective means of communication. Section 4: Voting At all meetings of the Board, each Board Member that is current in dues payments shall have one (1) vote. Voting rights of a Board Member may not be delegated to another Board Member nor exercised by proxy. Unless otherwise specifically provided by these Bylaws, a majority of votes of those Board Members present and voting shall govern; provided that a Board Quorum is present and participating. At the discretion of the President, or presiding officer, votes can be executed by a show of hands of the voting Board Members present. The result of the show of hands vote is final and determined by the President or officer authorized by the Board to conduct the vote. Notwithstanding the foregoing, voting on election of any Executive Committee Member shall be by written ballot. Section 5: Voting by Mail or Electronic Mail Action taken by mail or electronic mail of the Board shall be a valid action of the Board and shall be reported at the next meeting of the Board. Section 6: Absence Any elected Board Member who has been absent from three (3) consecutive meetings of the Board may be expelled from his or her seat on the Board and his or her office for cause. Section 7: Vacancies and Removal Any vacancy occurring on the Board between annual meetings shall be filled by appointment of the President and ratified by majority vote of the Board. Board Members may be removed for cause by a two-thirds (2/3) vote of all remaining Board members in favor of removal. Cause may include, but is not limited to, neglect, refusal to perform duties, misconduct, expiration and/or termination of a Board Member s franchise agreement. Page 13 of 23

14 Section 1: Elected Officers ARTICLE VII OFFICERS The Officers of the Association shall be elected by the Board. Unless otherwise designated by the Board, Officer positions shall include: 1. President 2. Vice President 3. Secretary 4. Treasurer All Officers shall serve until their successors have been duly elected and have assumed office. The officers shall be collectively referred to as the Executive Committee. Section 2: Qualifications for Office Only Board Members are eligible to serve as Officers. Section 3: Election of Officers Election of Officers shall be held at the first scheduled meeting following completion of the general election of the Board, as soon as practicable following the Annual Meeting. Election of Officers shall be by secret, written ballot, tabulated by an Election Committee consisting of three Board Members, appointed by current President, who are not seeking election as an officer. Outgoing Board members may not vote in the Officer election. Election of Officers shall be managed as follows: (a) The order of electing each Officer is as follows: (1) President; (2) Vice President (3) Secretary; (4) Treasurer; (b) the first Officer position is announced. All candidates submit their names and may provide a bio or campaign speech to voting members of the Board. Speeches are limited to three (3) minutes in length. Vote is taken. The Officer candidate with the highest number of votes wins that Officer position. If there is a tie for the highest number of votes between two or more candidates, then a runoff election shall immediately be held. The candidate receiving the highest number of votes in the runoff election shall be announced the winner. The number of votes for each and every candidate shall remain known only to those individuals on the Election Committee and shall not be shared with anyone else, on the Board or Page 14 of 23

15 otherwise; and (c) unsuccessful candidates may choose to run for subsequent Officer positions. The election process shall remain the same as above for each subsequent election. Section 4: Term of Office Each Officer shall take office immediately upon installation and shall serve for a term of two (2) years or until his or her successor is duly elected and qualified. There are no term limits, except as affected by the term limit of a Board Member s eligibility to be on the Board. If an Officer s Board term ends while the Board member is holding an Office, the term of Office shall also end. Section 5: Absence Any Officer who has been absent from three (3) consecutive regular meetings of the Executive Committee may be expelled from his or her seat on the Executive Committee and his or her office for cause by a vote of 2/3 of the Board, and the vacancy shall be filled as provided by these Bylaws. Section 6: Vacancies and Removal Vacancies in any Officer position may be filled for the balance of the term by appointment of the President, with the concurrence of a majority of the Board. If the office of the President is vacated for any reason, the Vice President shall be elevated to the position of President for the remaining term, and the new President shall appoint a new Vice President as provided in these Bylaws. The Board may remove any Officer for cause by a two-thirds (2/3) vote in favor of removal. Cause may include, but is not limited to, neglect, refusal to perform duties, misconduct, expiration and/or termination of an Officer s franchise agreement. Section 7: No Compensation of Officers Each Officer shall serve in a voluntary capacity at his or her sole cost and expense, except as expressly authorized by the Board. Page 15 of 23

16 ARTICLE VIII DUTIES OF OFFICERS Section 1: President The President is the chief executive officer of the Association, charged with establishing the goals and objectives of the Association, in conjunction with the Board and the Members of the Association, and with taking actions necessary to attain those goals and objectives, and to carry out any other duties the Board may request or require. Subject to limitations imposed by the Board, the President shall (a) be the authorized representative of the Association; (b) supervise all committees, activities and chairs authorized by the Board and these Bylaws; (c) serve the Board to enforce the Bylaws; and (d) supervise the activities of the Association, including the activities of the Treasurer. The President shall notify the Officers and Board of all regular, special and Emergency meetings of the Board and shall serve as presiding officer at such meetings. The President shall, subject to approval of the Board, appoint and remove committee members, employ, and discharge all servants, agents and employees of the Association, other than Officers elected by the Board. Subject to approval by the Board, the President shall fix the compensation of all servants, agents and employees of the Association, other than Officers elected by the Board. Unless otherwise limited by the Board or these Bylaws, the President shall be authorized to (a) sign notes, checks, drafts or bills of exchange, warrants or other orders for the payment of money duly drawn by the Treasurer beyond $1,000, provided that any note, check, draft, bill, warrant or order for payment in excess of $10,000 must first be approved by the Board; (b) enforce these Bylaws; (c) sign any agreement entered into between the Association and any other organization (provided that any such agreement with a monetary value over $10,000 has been authorized by the Board), and (d) render an annual report to the Members of the Association. The President shall obtain the written approval of the Board, which may be provided via electronic mail, prior to: (a) making any expenditure in excess of $10,000; (b) incurring any debt in excess of $10,000; and/or (c) entering into any contractual or other binding arrangement Page 16 of 23

17 pursuant to which the Association is required to pay to any person or entity any amount in excess of $10,000. Section 2: Vice President The Vice President shall perform the duties of the President in the absence of that officer and, in case of the removal, resignation, or death of the President. The Vice President shall also preside when called upon by the President and at times when the President may be temporarily unable to discharge his or her duties. The Vice President shall assist the President in the discharge of all duties, and carry out any other duties the Board may designate or request. Section 3: Secretary The Secretary shall oversee the Association s non-financial books and records, including but not limited to meeting agendas, notices and minutes, resolutions, contracts and other binding agreements. The Secretary shall (a) keep a record of all proceedings at all regular and special meetings of the Board; (b) cause to be prepared and kept all Association Membership records so as to show, at all times, the number of Members, the Outlets owned by each such Member and any affiliate of such Member, each Member s name, address, and the date on which each Member joined the Association and/or changed such Member s membership status. Upon written request, a Member may inspect such Member s membership record or account at any time during normal business hours. Section 4: Treasurer The Treasurer shall take charge of all financial books and records of the Association. The Treasurer shall be responsible for all funds of the Association, receiving all dues, fees, and special assessments levied by the Association; keep an accurate record of all expenditures and receipts of the Association; keep an individual record of all dues and assessments of each Member. The Treasurer shall be responsible for the day to day financial operation of the Association. While the Treasurer may delegate the daily financial operation to a qualified designee, no checks may be issued on behalf of the Association without the express authorization of the Treasurer (for transactions under $1,000), the Treasurer and the President (for expenditures between $1,000 and $10,000), or the Board (for transactions over $10,000). Page 17 of 23

18 Reports The Treasurer will prepare and issue an informal report to the Board quarterly. The Treasurer shall provide any such Quarterly Report to the Members if required by the Board. The Treasurer shall present the Association s books at the end of each fiscal year for audit or review in accordance with these Bylaws and shall assist the President in preparing an Annual Report to the Members of the Association. The Treasurer, or his or her successor, will present the financials, together with a current accounting of Association funds, to the Board for review. The Treasurer is not permitted to provide access to the Association s books or records to any person, except as expressly provided hereunder, or as expressly authorized by the Board or the President. The Members of the Association shall be entitled to receive a copy of an annual report in the form approved by the Board identifying the dues received and expenses incurred by the Association during the concluded fiscal year. Section 1: Establishment of Committees ARTICLE IX COMMITTEES The Board shall establish and dissolve Committees as necessary to perform the Board's business and that of the Association as a whole. The Committees act in an advisory capacity to the Board and have no authority to act independently of Board direction and approval. Following the formation of any new committee, the President shall appoint members of the Board to serve on the Committee, along with other members of the Association who express an interest in the Committee. Committees shall fall into one of two categories: Standing Committees and Ad Hoc Committees. Committees, with the approval of the Board, shall have the authority to form Subcommittees, if necessary. Section 2: Committee Membership All committees must include at least one Board Member. Other committee seats may be filled by Page 18 of 23

19 any Member. Section 3: Committee Chairs All Committees shall be under the leadership of a Committee Chair appointed by the President. The Treasurer shall chair the Budget and Finance Committee, and the Secretary shall chair the Membership Committee. The Board must approve any and all expenditures of funds by any Committee. Section 4: Standing Committees Standing Committees shall be permanent committees of the Association. Such Committees shall include (a) Budget and Finance; (b) Membership; (c) Nominating and (d) Elections. The number of members of each of these Committees shall be equivalent to the number set forth in these Bylaws, if so defined. Otherwise, no Committee may have fewer than 3 members. Section 5: Ad Hoc Committees Ad Hoc Committees may be created and dissolved by the Board from time to time as needed. Ad Hoc committees shall be made up of as many members as the Board deems advisable. Section 1: Fiscal Year ARTICLE X FINANCE The fiscal year of the Association shall be from July 1 to June 30 of each calendar year. Section 2: Budget The Board shall adopt an annual operating budget covering all activities of the Association. Section 3: Banking 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 Page 19 of 23

20 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. Section 4: Audit of Financial Statements Unless otherwise designated by the Board, the accounts of the Association shall be audited not less than annually by a certified public accountant who may be selected by the President with the approval of the Board, and who shall provide a report to the Board. If the Board votes to eliminate the audit requirement during any given calendar year, the Board shall provide written notice to all Members disclosing that the audit for such calendar year will not be performed. ARTICLE XI INDEMNIFICATION AND INSURANCE Every Board Member and Officer of the Association, and others as specified from time to time by the Board, shall be entitled to the broadest indemnification permitted under the DGCL. The Board shall have the right, but not the obligation, to obtain and maintain insurance policies, including Directors and Officers ( D&O ) and Errors and Omissions insurance policies. ARTICLE XII NON-DISCLOSURE AND CONFLICT OF INTEREST AGREEMENTS Section 1: NDA Requirements Each Board Member and any other person designated by the Board, shall enter into a Non- Disclosure Agreement in the form designated by the Board (the NDA ), prior to, and as a condition of, serving the Association in any such capacity or commencing his or her duties. If any Board Member, Executive Committee Member or any other person the Board required to execute an NDA refuses to do so, such person shall not be eligible to serve the Association in their elected or appointed capacity. Section 2: Conflict of Interests Each Board Member and any other person designated by the Board must agree to sign and abide by the Association s Conflict of Interest Policy, as adopted and modified by the Board from time Page 20 of 23

21 to time. Refusal to sign and/or abide by the terms of the Association s Conflicts of Interest policy shall be ineligible to serve the Association in their elected or appointed capacity. ARTICLE XIII DISSOLUTION The Association shall use its funds to accomplish the objectives and purposes specified in these Bylaws. The Association shall be dissolved (an Event of Dissolution ) only upon a vote in favor of dissolving the Association by two-thirds (2/3) of all Members. Upon dissolution of the Association, the President (together with the attorneys and accountants then representing the Association) or, if there is no President, a liquidating trustee (the Liquidating Trustee ), if any, appointed by the Board, shall proceed with the orderly liquidation and winding up of the Association in the manner provided by law, except as otherwise provided by these Bylaws. A reasonable time shall be allowed for the orderly liquidation of the property of the Association and the discharge of its liabilities. On liquidation, the assets of the Association shall be distributed, except as otherwise required by law, in the following manner and order of priority: (a) first, to the expenses of liquidation; (b) second, to the payment of liabilities of the Association to third parties; (c) third, to the setting up of reserves which the President or Liquidating Trustee deems advisable for any un-matured or contingent liabilities of the Association; and (d) fourth, any funds remaining may be refunded to the then-current Members of the Association based upon an allocation determined by the Board. ARTICLE XIV RULES OF ORDER The rules contained in the then-current edition of ROBERTS RULES OF ORDER shall govern the conduct of meetings of the Association in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Association may adopt. Page 21 of 23

22 Section 1: Proposals ARTICLE XV MAJOR DECISIONS Proposals to amend or repeal these Bylaws may be set forth by the Board on its own initiative, or upon petition by sixty percent (60%) of the Members. Section 2: Approval To become effective, proposals to amend or repeal these Bylaws must be approved by an affirmative vote of (i) at least two-thirds (2/3) of the entire Board; and (ii) at least two-thirds (2/3) of all Members. Voting shall take place at any annual business meeting or any special meeting of the Association duly called, provided that written notice of the proposed changes have been sent to the Members not less than thirty (30) days before such a meeting. Section 1: Initial Board ARTICLE XVI TRANSITIONAL BYLAWS The initial Board shall be made up of those individuals identified on Exhibit A attached hereto. All successive terms shall be for three (3) years, ending on October 31. Section 2: Initial Meetings and Duties The Association s first Annual Meeting shall be held no later than December 31, The first orders of business at the Association s first Annual Meeting will be to adopt these Bylaws and to ratify the appointment of the Initial Board as defined below. The initial Board Meeting shall be held, and Officers elected, as soon as practicable after the ratification of the new Board and these Bylaws. Page 22 of 23

23 APPENDIX A INITIAL BOARD OF DIRECTORS The Initial Board of Directors of the PF Independent Franchisee Association shall be comprised of the below identified individuals, with each Board member serving on the Board until the stated Term Expiration date: Board Member Name Term Expiration Date CJ Bouchard October 31, 2015 Mike Cleary October 31, 2016 Stanley DeMartinis October 31, 2017 Kevin Fagan October 31, 2015 Ben Heiderscheidt October 31, 2016 Pete Hopkins October 31, 2017 Kevin Jost October 31, 2015 Brian Kablik October 31, 2016 Dave Leon October 31, 2015 Trey Owen October 31, 2017 Toni Rufo October 31, 2016 Martin Sinozich October 31, 2017 Steve Thomas October 31, 2016 Page 23 of 23