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adjournment is taken. At the adjourned meeting the Co-op may transact any business which might
have been transacted at the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each member of record entitled to vote at the meeting.

Section 3.6. Quorum. Presence in person or by proxy of members representing a majority of
the members entitled to vote at such meeting shall constitute a quorum at such meeting. A quorum
shall not be lost by the departure of members before adjournment.

Section 3.7. Voting. Except as otherwise provided in these Bylaws or required by law, the
affirmative vote of a majority of the members present in person or by proxy at a meeting at which a
quorum is in attendance shall be necessary to decide in favor of any matter properly submitted to the
meeting.

Section 3.8. Organization. Meetings of members shall be presided over by the Chairman of
the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by a
chairman designated by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of
the meeting shall announce at the meeting of members the date and time of the opening and the
closing of the polls for each matter upon which the members will vote.

Section 3.9. Who Entitled to Vote; Proxies. Each member owning a share of Common
Stock shall be entitled to one vote in person or by proxy upon each matter on which such member is
entitled to vote. Proxies shall be valid only if signed by the member, dated and filed with the
Secretary of the Co-op prior to or at the meeting in which it is given. No proxy shall be irrevocable
and any proxy may be revoked at any time in writing or in person at the meeting for which it was
given. No Proxy shall be voted or acted upon after one year from its date.

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

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