What happens when a group of unhappy members tries to take control of a Michigan homeowners association during a contentious meeting? A recent appellate decision provides important guidance on who actually controls the meeting and what authority members do and do not have.
The Michigan Nonprofit Corporation Act, MCL 450.2101 et seq., governs most Michigan condominium and homeowners associations that are organized as nonprofit corporations. In addition to complying with applicable statutes and an association’s bylaws, understanding proper parliamentary procedure can be critical when navigating difficult or contentious HOA meetings.
In Auburn Area Chamber of Com., Inc. v. Arthur, No. 372134, 2025 WL 3545227 (Mich. Ct. App. Dec. 10, 2025), the Michigan Court of Appeals considered a corporation’s constitution and bylaws, the Michigan Nonprofit Corporation Act, and Robert’s Rules of Order to determine who was in control of the Auburn Area Chamber of Commerce (COC). While not an HOA case, the dispute involved a Michigan nonprofit corporation facing a situation that many community associations encounter: a group of members attempting to take control of the organization during a meeting. The trial court granted summary judgment in favor of the board members in power before the disputed meeting, dismissing the attempted takeover and subsequent exercise of authority. The Court of Appeals affirmed.
As discussed below, this decision highlights why Michigan HOA and condominium boards must understand their governing documents, applicable statutes, and any adopted parliamentary authority before a membership meeting becomes contentious.
Why Meeting Procedure Matters for Michigan HOAs and Condos
As soon as the June 5, 2023, COC member meeting began, member Harrison Gunden “asked to be recognized” to address the membership. After President Brian Michael and Vice President Philip Scott Hartsough of the COC Board of Directors refused to recognize Mr. Gunden, he tried to make a motion to remove President Michael from presiding over the meeting and have Ryan Rousseau act as the temporary board president. Again, President Michael refused to recognize Mr. Gunden and his motion. Mr. Gunden then tried to make a motion to hold a popular vote “by division of the house”. President Michael tried to adjourn the meeting, and COC Chair Tracy Arthur, the owner of the building where the meeting was held, asked everyone to leave.
According to Mr. Gunden and the members who later became plaintiffs in this case (who believed they were in control of the COC), the meeting was continued by Mr. Gunden and his supporters in a nearby park. Motions to remove Mr. Michael as President and Mr. Hartsough as Vice President of the Board of Directors were approved by popular vote of the members attending the “continued” meeting of the COC. Robert’s Rules of Order were formally adopted, and another meeting of the COC was scheduled for June 20 before the June 5 meeting was adjourned.
Mr. Gunden and his supporters held a meeting on June 20, 2023, and appointed Ryan Rousseau as the temporary chair. The group removed the old board of directors (the defendants) and censured them, elected a new board of directors (the plaintiffs), and adopted a revised constitution. The new board tried to remove the old board’s access to the COC’s bank account, but the old board refused to relinquish financial control. The financial institution froze the bank account pending a determination of the proper members of the board. The old board’s alleged interference was also blamed “in large part” for the cancellation of the 2023 Cornfest, which resulted in lost revenue and damage to COC’s reputation.
The new board/plaintiffs filed suit against the old board/defendants on January 25, 2024, alleging fraudulent misrepresentation, civil conspiracy, violation of common law trademark rights, and breach of fiduciary duties. The new board requested a declaratory judgment, injunctive relief, and monetary damages. The old board moved for summary disposition, claiming that the new board did not follow proper procedures under the COC’s constitution and bylaws to bring a motion to remove COC officers and appoint new officers. The old board insisted that President Michael had authority under the Bylaws to determine the order of business because he presided over board meetings and member meetings. They also argued that President Michael had the power to refuse recognition of Mr. Gunden, so his motion had no effect. Even if the motion had been properly made, President Michael acted within his power to refuse Mr. Gunden’s call of a vote because a member generally cannot demand a vote on their own motion without recognition under the Michigan Nonprofit Corporation Act. The old board further argued that President Michael could unilaterally adjourn the meeting under the Michigan Nonprofit Corporation Act (MCL 450.2406(2)). Finally, the old board argued that the new board’s actions had no effect because they were improper under the COC bylaws.
The new board relied on provisions from Robert’s Rules of Order to support their positions, but the old board argued that Robert’s Rules of Order did not apply because they were not adopted before the June 5 meeting, if at all. If Robert’s Rules of Order did apply, they authorized President Michael to determine the order of business, not to recognize Mr. Gunden, and to adjourn the meeting unilaterally.
Trial Court Rules in Favor of the Old Nonprofit Corporation Board
During the hearing on the old board/defendants’ motion for summary disposition, the trial court asked the plaintiff’s attorney to identify the provisions in Robert’s Rules of Order that “require a person during a meeting to recognize a particular individual at a particular time.” The attorney could not identify such a provision. Plaintiffs’ attorney admitted that the COC constitution and bylaws required the board to replace an officer when a vacancy occurs. Still, he argued that “subject to the will of the membership” in the bylaws meant that the members could remove board members and elect a new board.
The trial court was not swayed by the new board/plaintiffs and agreed with all the arguments made by the old board/defendants. It granted the old board’s motion for summary disposition and determined that nothing indicated that “the president was required to recognize anyone at any particular time for any purpose.” Also, “no law ‘would indicate that the president didn’t have the authority to adjourn the meeting.’” Finally, the trial court noted that even if Robert’s Rules of Order applied, none of the provisions would have required the president to act any differently.
The Bylaws did not require the Meeting Chair to Recognize a Member at a Meeting
The Court of Appeals affirmed the trial court’s ruling that the new board/plaintiffs’ unorthodox attempt to gain control of the COC failed. The Court of Appeals also held that the COC’s constitution and bylaws, the Michigan Nonprofit Corporation Act, and Robert’s Rules of Order did not require that President Michael must recognize a member from the floor or the motions that they attempted to make during the meeting. The Court of Appeals was very clear in its ruling:
Plaintiffs’ attempts to remove the board members and install themselves as the new board were unsupported by legal authority. Even if President Michael improperly adjourned the meeting, plaintiffs have not identified anything in Robert’s Rules of Order, or any other governing authority, that gave them the power to leave the meeting, go to a separate location without the elected board, and conduct COC business in a purported continuation of the original meeting. Indeed, such a rule could lead to bizarre consequences in the event of an improperly adjourned meeting, which could enable attendees to leave the meeting venue, conduct their own meeting at a different location, and vote to remove the existing board.
The Court of Appeals also agreed with the trial court that the bylaw phrase “subject to the will of the membership” did not empower members to take any action they desired. The trial court’s decision in favor of the old board/defendants was upheld, and order was restored to the COC.
Key Takeaways for Michigan Condo and HOA Meetings
The Michigan Court of Appeals decision in Auburn Area Chamber of Commerce, Inc., v. Arthur, emphasizes the importance of knowing the provisions of your HOA’s governing documents and how they are applied in member meetings. Here are some takeaways from this decision for HOA and condo boards:
- The chair of an HOA meeting generally controls recognition of speakers and motions, subject to requirements contained in the Michigan Nonprofit Corporation Act, HOA Bylaws, and Robert’s Rules of Order.
- A group of unhappy HOA members may not usurp control of a meeting, elect a separate board of directors, or remove an existing board of directors without complying with applicable laws and procedures.
- Review the provisions of your HOA bylaws that address member meetings and board meetings. They will provide basic procedures and identify whether your association follows a specific manual of parliamentary procedure, such as Robert’s Rules of Order.
- Many condo or HOA bylaws require meetings to be conducted in accordance with Robert’s Rules of Order or some other generally recognized manual of parliamentary procedure. Significant departures from meeting rules may be actionable, such as when the board’s composition is in question. However, as discussed in another blog article, minor departures from Robert’s Rules of Order may not be actionable.
Community associations seeking guidance on meeting rules or adopting a manual on parliamentary procedure, such as Robert’s Rules of Order, should consult with an experienced community association attorney before a dispute escalates into litigation.
