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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 eight 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 D shares
of Common Stock and not more than one person to serve as the At-Large Director; provided
however, that if two directors representing either the Series C or D shares of Common Stock will be
elected at the annual meeting of members, then the Nominating Committee shall nominate not more
than two persons to serve as directors who may be elected by each such Series. Each member other
than Applebee’s Services 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 and not more than one person to
serve as the At-Large Director. Applebee’s Services may nominate one person to serve as the
director who may be elected by the Series A of Common Stock held by it.

(c) Each of Series A and B shall be entitled to elect, as a series, one member of the
Board of Directors, and each of Series C and D shall be entitled to elect, as a series, two members of
the Board of Directors. Each of Series B through D shall be entitled collectively to elect one at large
member of the Board of Directors (the “At-Large Director).

(d) The President of CSCS shall serve as a non-voting ex-officio member of the
Board of Directors.

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