Page 52 - Onboarding May 2017

their respective successors are duly elected and qualified. No director shall serve more than two
consecutive full three-year terms whether representing the same or a different Series.

(i) Whenever any member of the Board of Directors ceases to fulfill the eligibility
requirements of this Section 4.1, his membership on the Board of Directors shall automatically
terminate and the vacancy so created shall be filled in the manner prescribed in Section 4.2.

(j) Notwithstanding any limitation on the number of persons who may serve as
members of the Board of Directors provided for in Section 4.1(a) hereof, the Board of Directors may,
from time to time, by resolution provide for one or more non-voting members of the Board of
Directors to serve at the pleasure and upon such terms and conditions as the Board of Directors may
by resolution provide.

(k) The Board of Directors shall appoint a Nominating Committee (i) who shall be
comprised of members, and (ii) whose members may, but are not required to, be members of the Co-
op's Board of Directors. The purpose of the Nominating Committee shall be to consider and make
nominations of eligible persons for election (i) as the At-Large Director and (ii) as members of the
Board of Directors representing Series B through D shares of Common Stock.

(l) The Board of Directors shall resolve all questions or issues arising with regard
to the meaning or applicability of provisions contained in these Bylaws or in the Certificate of
Incorporation by the interpretation of such provisions.

(m) The Chairman of the Board and two directors selected by the Board of
Directors from among the At-Large Director and the directors representing the Series B, C, and D
shares of Common Stock, shall serve as members of CSCS's Board of Directors.

Section 4.2. Vacancies. Except as herein provided, all vacancies on the Board of Directors
shall be filled by the Board of Directors. In filling any vacancy, the Board of Directors shall seek the
advice and counsel of the holder or holders of the Series of stock who are entitled, as a Series, to
elect the director whose position became vacant. All vacancies shall be filled as soon as practicable;
however, the Board need not fill a vacancy if the holder or holders of the Series of Common Stock
who are entitled, as a Series, to elect the director whose position became vacant decline (a) to provide
the Board with advice and counsel concerning the filling of the vacancy, or (b) to nominate a person
to fill a vacancy, however created, at any annual or special meeting of the members at which an
election of directors occurs. For purposes of this Article IV, the number of voting members of the
Board shall not include from time to time the number of vacancies on the Board. The Board of
Directors shall not fill a vacancy with respect to the Series A share of Common Stock without the
specific direction and written consent of Applebee’s Services.

Directors elected as hereinabove provided in this Section 4.2 shall serve until the next annual
meeting of members, at which time the holders of the Series of Common Stock who elected the
director whose position became vacant shall be entitled to elect a successor who shall serve for the

- 9 -