Membership removal of chamber of commerce board members; Interpreting & applying an entity’s bylaws; Pago v Karamo; Recognition of member motions; Robert’s Rules of Order; The Nonprofit Corporation Act; MCL 450.2406(2); Mere statement of a pleader’s conclusions; ETT Ambulance Serv Corp v Rockford Ambulance, Inc; Adjournment authority; Summary disposition under MCR 2.116(C)(8); El-Khalil v Oakwood Healthcare, Inc; Leave to amend; Futility of amendment; MCR 2.118; Ormsby v Capital Welding, Inc

The court held that plaintiffs’ (local Chamber of Commerce members) complaint failed to state any legally enforceable claim arising from their attempt to remove defendants (the Chamber’s elected board), and that the trial court did not abuse its discretion in denying plaintiffs’ request to amend. Thus, summary disposition for defendants under MCR 2.116(C)(8) was proper. Plaintiffs claimed that during a contentious meeting they gained control of the organization after attempting to introduce motions, leaving the premises when asked, reconvening elsewhere, and purporting to remove the existing board and elect themselves as the new one. The trial court rejected their complaint’s allegations as legally insufficient and dismissed the complaint. The trial court also concluded that the elected president had authority under the bylaws to preside and determine the order of business, and the president’s adjournment was permitted under the governing documents. On appeal, the court found that “the trial court did not err when it ruled that no portion of Robert’s Rules of Order required” the Chamber’s president to recognize plaintiff-Gunden “when he stood up or any of the motions Gunden attempted to make. On appeal, plaintiffs still have not identified any portion of Robert’s Rules of Order that provides any such requirement.” The court further found that plaintiffs’ “attempts to remove the board members and install themselves as the new board were unsupported by legal authority.” Nothing in the bylaws or Robert’s Rules permitted members to depart the meeting, reconvene elsewhere without the elected board, and exercise board-level powers. It explained that such a rule “could lead to bizarre consequences . . . .” The court also found no authority for plaintiffs’ reliance on the phrase “subject to the will of the membership” to override express bylaw provisions granting the board the exclusive authority to fill vacancies. As to amendment, plaintiffs “failed to comply with the requirement set forth in MCR 2.118(A)(4) that the proposed amendment must be in writing. This case perfectly illustrates the purpose of that requirement because the contents of plaintiffs’ contemplated amendment are, at best, vague[.]” Affirmed.