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STATE OF MICHIGAN COURT OF APPEALS

EARL ALLARD, JOSEPH DANSBURY, MICHAEL GHESQUIERE, GEORGE GOODHEART, WALLACE H. GLENDENING, WILLIAM GRIERSON, JOHN GRYLLIS, GARLAND KNIGHT, MERIA LARSON, LAWRENCE MARANTETTE, JANET MCPHAIL, NICHOLAS MOISIDES, PAUL RIZZO, and CHARLES PAPPAS, Plaintiffs-Appellants, v GROSSE POINTE HUNT CLUB, Defendant-Appellee.

UNPUBLISHED September 29, 2009

No. 285446 Wayne Circuit Court LC No. 07-728291-CK

Before: Saad, C.J., and Whitbeck and Zahra, JJ. PER CURIAM. Plaintiffs Earl Allard, Joseph Dansbury, Michael Ghesquiere, George Goodheart, Wallace H. Glendening, William Grierson, John Gryllis, Garland Knight, Meria Larson, Lawrence Marantette, Janet McPhail, Nicholas Moisides, Paul Rizzo, and Charles Pappas (collectively, the "club members") appeal by leave granted from the trial court's order denying their motion for summary disposition, granting summary disposition to defendant Grosse Pointe Hunt Club pursuant to MCR 2.116(I)(2), and dismissing the action. We affirm. We decide this appeal without oral argument.1 I. Basic Facts And Procedural History The Grosse Pointe Hunt Club is a private, non-profit corporation. The club members became "Life Members" of the Grosse Pointe Hunt Club before October 1, 2003, pursuant to a

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MCR 7.214(E).

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provision of Article II of the Grosse Pointe Hunt Club's former bylaws2 that read as follows, in pertinent part: Section 9. LIFE MEMBERSHIP. A Life Membership is open to any Member of the Club who has completed twenty-five (25) years as a dues paying Member and who is in good standing. . . . Another section of Article II provided that Life Members were not subject to the payment of dues or assessments: Section 14. The initiation fee, dues and charges for use of facilities for each class of Membership shall be fixed by a majority vote of the Board of Directors, provided that a Life Member and an Honorary Member shall not be subject to payment of dues or assessments of any kind, except charges for use of Club facilities. The bylaws additionally provided that a Life Member was entitled to share in the Grosse Pointe Hunt Club's equity in the event of dissolution. Finally, Article X provided in relevant part: These By-Laws may be altered, amended, added to or repealed by a two-thirds (2/3rds) vote of the Members of the Board of Directors or a majority vote of the Equity Members of the Club at any regularly called meeting or at a special meeting called for such purpose. . . . In 2004, the Grosse Pointe Hunt Club's bylaws were amended to redefine "Life Membership" as being open to any member who had completed 30 years as a dues-paying member. The amended version "grandfathered" in those Equity Members who joined prior to October 1, 2003, allowing them to become Life Members after 25 years. In July 2007, the Grosse Pointe Hunt Club's Board of Directors unanimously adopted the revisions to the bylaws that are at the center of this dispute. In a letter addressed to the Grosse Pointe Hunt Club's members, the Board explained that the Grosse Pointe Hunt Club was deeply in debt, that membership was significantly down, and that the Grosse Pointe Hunt Club was in "crisis mode" and in danger of closing unless "radical" changes were made. The Board determined that the Life Membership program was unsustainable and that, although Life Members should be given the benefit of a generous reduction in the financial contribution required, in order to maintain the Grosse Pointe Hunt Club's existence it was necessary to increase dues revenue from these members. Accordingly, the Board unanimously voted to amend the Grosse Pointe Hunt Club's bylaws to create four separate categories of Life Membership, along with specified rights and financial obligations. Those members electing "Life Membership" would retain all the equity, voting rights, and privileges of an Equity Member at a discount equal to 50 percent of Equity monthly dues. Those electing the "Life

The oldest version of the Club's bylaws that is contained in the record is from 1990, and the parties do not cite any previous version.

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Michigan Law