Page 52 - Aida Hovsepian Onboarding

Section 3.10. Action By Consent of Members. Unless otherwise restricted by the certificate
of incorporation, any action required or permitted to be taken at any annual or special meeting of the
members may be taken without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding
Common Stock having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested)
to the Co-op by delivery to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Co-op having custody of the book in which proceedings of
minutes of members are recorded. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those members who have not
consented in writing.

Section 3.11. Disputes. Any dispute as to the voting rights of members who are franchisees,
subfranchisees, or licensees, including any dispute regarding the determination of control or
management by such members under Section 2.3 hereof, shall be submitted to the Secretary of the
Co-op to be decided upon by the Chairman of the Board of Directors, or, in his absence, the Vice-
Chairman with the member whose voting rights are in issue having the right to appeal this decision
to the Board of Directors, the decision of the Board of Directors being the final decision.

ARTICLE IV

Board of Directors

Section 4.1. General.

(a) The property and affairs of the Co-op shall be managed by a governing body
to be known as the Board of Directors. The Board of Directors shall be composed of ten persons
who shall be nominated and elected and shall serve for terms as herein provided.

(b) The Secretary of the Co-op shall notify members in writing no later than fifty
days prior to the annual meeting of members of the date of such meeting. Such notice shall advise
them that nominations for members of the Board of Directors whose terms will expire at such
meeting must be submitted to the Secretary in writing not later than thirty days prior to the meeting
date. Such notice shall specify the names of any nominees nominated by the Nominating Committee
appointed by the Board of Directors as provided in Section 4.1(k) below. Such notice shall also
specify the names of directors whose terms are expiring and the names of directors who have
resigned, died, or otherwise been removed from office since the last annual meeting of members, and
shall identify the Series of Common Stock entitled to elect successors to such directors. Each
nomination submitted to the Secretary shall be accompanied by a statement signed by the nominee
that he will serve in such capacity if elected. The Nominating Committee may nominate not more
than one person to serve as a director who may be elected by each of the Series B through I shares of
Common Stock. Each member other than IHOP Servicing may nominate not more than one person
to serve as the director who may be elected by the Series of Common Stock held by such member.

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