Domino’s Franchisee Association By-Laws

Adopted as of June 2007

ARTICLE I
Purpose
The DOMINO’S FRANCHISEE ASSOCIATION (the Association) has been organized as a domestic, non-profit 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 Non-profit Corporation Act.
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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.
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ARTICLE III | MEMBERS
Section 1
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.
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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 (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.
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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 and 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.
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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.
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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.
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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.
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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.
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ARTICLE X
Fiscal Year

The fiscal year of the Association shall commence on January 1 and end on December 31 of each year.
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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.
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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.
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ARTICLE XIV
Miscellaneous

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.
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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.
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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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