Page 44 - Onboarding May 2017
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AMENDED AND RESTATED BYLAWS
OF
APPLE SUPPLY CHAIN CO-OP, INC.
ARTICLE I
Offices and Business Purpose
Section 1.1. Registered Office. The registered office of Apple Supply Chain Co-op, Inc. (the
“Co-op”) shall be in the City of Wilmington, County of New Castle, State of Delaware, until altered
as provided by law.
Section 1.2. Principal Office. The principal office of the Co-op shall be in Lenexa, Kansas
until altered by the Board of Directors.
Section 1.3. Other Offices. The Co-op may maintain other offices within or without the
state where it is registered and principal offices are located, as the Board of Directors may from time
to time establish.
Section 1.4. Business. The Co-op shall conduct a supply chain program for its members
through Centralized Supply Chain Services, LLC, a Delaware limited liability company (“CSCS”) and
as otherwise necessary and advisable in order to provide its members with the lowest possible store
delivered costs for food, beverages, packaging and supplies, and related services (“Goods”),
equipment and related services (“Equipment”) and distribution of Goods and Equipment
(“Distribution Services”).
ARTICLE II
Members
Section 2.1. Member Eligibility. The following persons, firms or entities shall be eligible to
be members in the Co-op: (a) each sole proprietor, partnership, corporation, limited liability company
or other entity who is or becomes an Applebee’s franchisee, sublicense, or licensee of Applebee’s
Franchising LLC, a Delaware limited liability company or its successors, assigns, affiliates, or related
companies(“Applebee’s Franchising”); and (b) Applebee’s Services, Inc. (“Applebee’s Services”) and
its affiliates and their successors as operators of Applebee’s outlets.
Section 2.2. Membership Requirements. Each person, firm or entity which is eligible to be
a member in the Co-op shall be a member in the Co-op when and if that person, firm or entity: (a)
purchases one share of the Co-op’s common stock (“Common Stock”); and (b) agrees to abide by the
terms and commitments set forth in these Bylaws, as amended from time to time. If a member has not
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