                    STATE OF MICHIGAN

                      COURT OF APPEALS



MARSHA THOMAS, MICHAEL WOODCOCK,                 UNPUBLISHED
CINDY DELONG, RICHARD GUTE, MICHAEL              June 9, 2015
GRAHAM, JAN GRAHAM, SALVATORE
SCOZZARI, TIMOTHY TONER, PATRICIA
TONER, GEORGE CUMMINGS, KELLY
CUMMINGS, JOSEPH YOUNG, ELLEN
YOUNG, MICHAEL KLUTZ, SHERYL KLUTZ,
KENNETH PASSAGE, TONI PASSAGE,
RICHARD HESS, DONALD SUIDA, CAROL
SUIDA, PHILLIP STROPKE, SHARON
STROPKE, LORENZO DIAZ, DICK
VANWIEREN, DONNA VANWIEREN,
DANIEL MITCHELL, JERRY MORROW,
LYNDA HESS, THERESA TURNER, JAMES
FIELDER, and DENISE FIELDER,

          Plaintiffs/Counter Defendants-
          Appellees/Cross-Appellants,
V                                                No. 320382
                                                 Clare Circuit Court
WHITE BIRCH LAKES RECREATION                     LC No. 11-900526-CH
ASSOCIATION, ROBERT BRIGGS, TERESA
STEPHENS, KEVIN DOMBROWSKI, MARY
COX-PERKINS, STEVE BRYANT, and DAWN
HOLZER,

          Defendants/Counter Plaintiffs-
          Appellants/Cross-Appellees.


MARSHA THOMAS, MICHAEL WOODCOCK,
CINDY DELONG, RICHARD GUTE, MICHAEL
GRAHAM, JAN GRAHAM, SALVATORE M.
SCOZZARI, TIMOTHY TONER, PATRICIA
TONER, GEORGE CUMMINGS, KELLY
CUMMINGS, JOSEPH YOUNG, ELLEN
YOUNG, MICHAEL KLUTZ, SHERYL KLUTZ,
KENNETH PASSAGE, TONI PASSAGE,
RICHARD HESS, LYNDA HESS, THERESA

                                           -1-
TURNER, JAMES FIELDER, DENISE
FIELDER, DONALD SUIDA, CAROL SUIDA,
PHILLIP STROPKE, SHARON STROPKE,
LORENZO DIAZ, DICK VANWIEREN,
DONNA VANWIEREN, DANIEL MITCHELL,
and JERRY MORROW,

               Plaintiffs/Counter Defendants-
               Appellants,

v                                                                    No. 322836
                                                                     Clare Circuit Court
WHITE BIRCH LAKES RECREATION                                         LC No. 11-900526-CH
ASSOCIATION, ROBERT BRIGGS, TERESA
STEPHENS, KEVIN DOMBROWSKI, MARY
COX-PERKINS, STEVE BRYANT, and DAWN
HOLZER,

               Defendants/Counter Plaintiffs-
               Appellees.


Before: GLEICHER, P.J., and K. F. KELLY and SERVITTO, JJ.

PER CURIAM.

        These consolidated appeals arise from disputes over recreational uses of lots composing
the several subdivisions of the White Birch Lakes Recreation Association (“the Association”).
In docket no. 320382, defendants, who are the Association and several lot owners sympathetic to
it, appeal as of right from the circuit court’s orders insofar as the circuit court decreed that the
Association had no authority under the pertinent covenants and restrictions, articles of
incorporation, or association bylaws to promulgate rules restricting lot owners to one recreational
vehicle per lot at a time. In docket no. 322836, plaintiffs (several other lot owners) challenge the
circuit court’s decisions requiring them to remove recreational vehicles from their lots on a
seasonal basis, and rejecting their theory of discriminatory rulemaking or enforcement without
benefit of an evidentiary hearing. Plaintiffs additionally assert that the circuit court acted
capriciously and arbitrarily in issuing a final order that was not entirely consistent with certain
earlier decisions. We affirm in both dockets.

                                            I. FACTS

         Plaintiffs initiated this cause of action to prevent defendants from forcing the removal of
plaintiffs’ camping-related vehicles from their lots during the established off-season. At issue is
interpretation of the Association’s articles of incorporation, declaration of covenants and
restrictions, and bylaws, and also an order resulting from earlier litigation.

       Article I of the Association’s bylaws, as amended in 2011, provides as follows:
                                                -2-
              The Association shall be responsible for the Management, Maintenance,
       Operations and Administration of the Common Properties and the affairs of the
       Development in accordance with the Declarations, these By-Laws, the Articles of
       Incorporation, duly adopted rules and regulations of the Association and
       applicable laws.

               All Owners and other persons using or entering upon or acquiring any
       interest in any Lot or the Common Properties shall be subject to the provisions
       and terms set forth in the Declarations, these By-Laws, the Articles of
       Incorporation, the duly adopted rules and regulations of the Association and the
       laws of the State of Michigan.

         The articles of incorporation provide that the Association was incorporated in 1978 “to
promote pleasure, social, recreation and sports activities for its members . . . and to develop and
maintain a recreationally oriented environment,” and also to “make and perform any contract and
to exercise all powers necessary incidental or convenient to the purposes set forth above.” The
articles further set forth the intent to “provide a means for the promulgation and enforcement of
all regulations necessary to the governing of the use and enjoyment of such . . . recreational
facilities or other amenities and such other recreational facilities within the Development as may
be conveyed to the Association.”

        As the trial court noted, a “1988 court case involved a lawsuit by landowners of
Subdivision 7 to enforce an amendment to their [covenants and restrictions] and have
landowners remove their camping units from November 1, until the next Memorial Day
weekend, limit lots to one camping unit and other concerns such as fire rings and setbacks.” The
parties settled that case, as reflected in an order which resolved the questions of seasonal
placement of campers and related equipment in pertinent part as follows:

       [C]amping shall be allowed without the necessity of a permit each year from the
       beginning of the Memorial Day weekend through October 31, and at such other
       times during the year (“off-season camping”) only in accordance with permits that
       may be issued by the Board of Directors of the [Association], the granting of such
       permits to not be unreasonably withheld, but which will not, in any event, permit
       off-season camping for any landowner for a duration of more than fourteen (14)
       consecutive days . . . .

The order further decreed that it would govern the issue unless and until the restrictive covenants
were amended by appropriate process. As the instant circuit court noted, the 1988 court order
“did not limit the number of camping units that could be put on a lot.”

      Also coming to bear is the Association’s declaration of covenants and restrictions as
amended in 2002, which incorporated the 1988 order with the following provision:

              Camping shall be allowed without the necessity of a permit each year from
       the beginning of Memorial Day weekend through October 31, and at such other
       times during the year (“off-season camping”) only in accordance with permits
       issued by the Board of Directors of the [Association]. The granting of such

                                                -3-
       permits to not be unreasonably withheld, but which will not, in any event, permit
       off-season camping for any landowner for a duration of more than fourteen (14)
       consecutive days.

The amended covenants and restrictions do not expressly limit the number of camping units
allowed on a lot.

        Plaintiffs advise that the lots within the Association are generally large, some comprising
more than an acre, and that some lot owners have houses on their lots, but most do not.
According to plaintiffs, “For many decades, lot owners owning the ‘vacant’ parcels have placed
trailer homes on their lots for single family residential use,” and “the use of the lots for this
purpose was always encouraged by the Association, and was a major marketing tool . . . to sell
(and resell) the lots,” but that disputes among lot owners concerning proper land uses arose
before and after the 1988 settlement.

         Plaintiffs commenced this action in November 2011, seeking declaratory and injunctive
relief. Plaintiffs asserted that the Association’s board of directors, “through . . . actions . . .
including the adoption of resolutions or purported Board rules or policies, has undertaken actions
which significantly and unlawfully restrict the property rights of the Plaintiff lot owners.”
Plaintiffs specified “unwarranted regulations, discriminatory application of same, improper
imposition of fines,” and “the requirement of unwarranted permits.” Plaintiffs further
complained that the board of directors “has undertaken discriminatory enforcement of rules or
policies governing trailers and campers,” including by having “required the outright removal of
trailers and campers from lots on or by October 31 each year even though no covenants or
restrictions, and no order of the Court . . . , require this or restrict the property owners from
storing trailers or campers on their own lots throughout the entire year.”

        Defendants counterclaimed, seeking abatement of nuisance, injunctive relief, and
declaratory relief confirming “the validity and enforceability of the Covenants and Restrictions
applicable to the Development as well as the right for the board of the . . . Association to enforce
such Covenants and Restrictions through the implementation of reasonable rules and
regulations.” Among the latter was a bulletin setting forth camping and fire pit regulations,
which advised that “Only 1 camper unit is permitted on a . . . Lot,” but that a second such unit
“may be permitted for a maximum of 14 days if a permit is obtained from the [Association’s]
office.”

      The circuit court entertained arguments on cross-motions for summary disposition in
May 2013, at the end of which the court stated as follows:

       [I]t’s long been . . . established that the property owners can join together and do a
       development and restrict certain property rights, and that’s what happened here.

                The other aspect is . . . the law has always said that [covenants] and
       restrictions are to be construed strictly against those creating and enforcing ‘em.

             And so . . . the ultimate question is . . . what is the power of the board?
       The power of the board is derived through their articles of incorporation and

                                                -4-
       through the [covenants] and restrictions, and [the articles of incorporation]
       provide a means for the promulgation and enforcement of all regulations
       necessary to the governing of the use and enjoyment and public safety of such . . .
       recreational facilities or other amenities and such other recreational facilities
       within the development as may be conveyed to the association.

               I don’t see anywhere in there where they were given the authority to make
       regulations regarding camping on lots.

              . . . [T]here’s nothing in the restrictions on camping that says the board
       can promulgate any rules regarding camping other than what’s in that section.

               There is no authority there.

              . . . [T]here’s no specific power given and you want to claim that there’s
       an implied power.

The court elaborated:

       If they want to put in camping restrictions then they should probably go ahead and
       amend your [covenants] and restrictions to specifically give ‘em that authority,
       but the way I read the [covenants] and restrictions they don’t have that authority
       unless you take it by implication, and I don’t read the case law to say that you
       take something by implication to give them the authority to do it.

        The circuit court further stated, “if there are any discriminatory actions in the plaintiff’s
[sic] complaints then they need to be dealt with individually . . . . So if there is anything in there
then we are gonna continue this case and hold the trial on those discriminatory regulations—
actions individually.”

        An order followed on August 14, 2013, styled as “partially” granting plaintiffs’ motion
for summary disposition and denying that of defendants. The order stated that plaintiffs’ motion
was granted “insofar as the Court has held that the Board of [the] Association has no express
authority under the Association’s Covenants and Restrictions, Articles of Incorporation or
Bylaws to create regulations regarding camping that are not expressly contained in those
documents.”

        Plaintiffs followed with a motion for declaratory ruling and permanent injunction, and
defendants followed with a new motion for summary disposition. At the hearing on the motions
the circuit court stated, “Well I want to make it pretty clear my ruling was really limited . . . to
saying that their regulations that they issued weren’t enforceable and they didn’t have the
authority to issue those regulations. I really tried to narrow my focus of that ruling.” The circuit
court added, “I ruled that they did not have an authority to make . . . regulations on camping . . .
[a]nd so I didn’t rule that . . . they couldn’t limit it to one because . . . I never approached that
issue.” The circuit court further stated that interpretation of the covenants and restrictions
remained a matter in issue.



                                                 -5-
        Plaintiffs’ attorney argued that plaintiffs’ camping activities in fact comported with the
single-family residential purpose, and also that plaintiffs were the victims of discriminatory or
disparate treatment on the ground that “some of the defendants who are persons with a
permanent residence on their property are using their property to also contain trailers and they
don’t limit themselves to one trailer and they don’t require their trailer to be removed in the
offseason.” The circuit court took the matter under advisement to review the 1988 case to “see
what in the heck occurred in that case and how they came to a settlement.”

        When proceedings resumed, plaintiffs’ attorney requested an evidentiary hearing to
resolve matters not yet decided, specifying “the issue concerning discriminatory treatment of
sheds and decks relative to the lots in which there are no permanent structures,” and asserted that
the Association had authorized sheds and decks for some, but not all, lot owners, and argued that
it had done so with “no standards applicable to who gets such approval and who does not.”
Counsel for defendants retorted that there is no cause of action for discriminatory enforcement in
connection with private, as opposed to governmental, entities, and suggested that recognition of
that principle should obviate any need for an evidentiary hearing.

       The circuit court ruled as follows:

       [O]n this matter I did make a prior ruling, it was a very limited ruling and based
       on information I have in front of me of this vague restrictions and covenant
       amendment and settlement from the 1988 case and originally this case was filed
       to stop White Birch from making lot owners remove their campers from their lots
       and also regarding discriminatory treatment regarding the sheds and decks, you
       really haven’t shown any case law that would allow you to have a due process
       argument against [the Association] regarding discriminatory enforcement and
       without some kind of case law that allows that kind of a lawsuit I’m going to have
       to grant summary disposition to [defendants] on that.

              . . . [Y]ou give up some of the property rights by buying into an
       association which has restrictions and [covenants].

                Because the documents were so vague the Court did pull out the 1988 file,
       very interesting, . . . what happened is that the lot owners of . . . Subdivision seven
       didn’t like campers being out on the lots, so the lot owners all added their own
       restrictive [covenants] and conditions regarding camping and temporary structures
       and then they filed that lawsuit to make people remove their trailers/campers from
       the lots. . . . [T]he attorneys and the judge approved some poor language in that
       settlement and . . . it would have been awfully easy for them to write in there that
       you can’t store campers on your lots, but they didn’t, they came out with their
       settlement agreement which talked about camping from May to October 31st and
       then by permit for the rest of the year.

                When I was dealing with the language in my first ruling, . . . I’m looking
       at it strictly . . . because it never said that . . . you can’t store campers on there
       ....


                                                -6-
              But now looking at the facts that 1988, [the Association] sued to make
       people remove their campers and then here we go 25 years we have lot owners
       suing to try and keep their campers on the lots to stop [the Association] from
       removing the campers from the lots.

                I think that gives me a clear indication that the settlement of the 1988 case
       was . . . that you can’t store campers on the lots.

              It’s too bad they just didn’t come out and write that in there, but what they
       did do is they said from May to October 31st, you can camp there without a
       permit and thereafter you have to have permit.

               The implication would be that you can’t store it there and based on the
       facts from the 1988 case of what occurred . . . the Court’s gonna take [the]
       implication because this is so poorly worded you could easily say the implication
       was . . . that you didn’t need a permit you could store your camper there but if it
       wanted to use it you had to have a permit to do it.

                                               * * *

             But when you put in the facts of the 1988 case why it was done, . . .
       nobody can conclude . . . other than campers cannot be stored on the lots.

                 So the Court is granting summary disposition to [defendants] on all
       counts.

        The circuit court continued, “I want to stress . . . that [in] 1988 one of the complaints . . .
was no more than one campers [sic] could be one [sic] a lot and that language was not included
in the settlement, so . . . it’s not included in these restrictions.” Accordingly, the circuit court
held that “you can still have more than one camper on your lot.” When plaintiffs’ attorney
showed some exasperation over the circuit court’s apparent change of heart, the court explained,
“I’m going back in modifying, my, my prior ruling was very limited . . . .”

       A written order followed on January 28, 2014, which included the following:

              It is clear to this court in reviewing the 1988 case that [the resulting
       order’s] language meant that camping units would be removed in the off-season
       unless being used for camping by permit. This clause mandates that the . . . lots
       shall not be used for storage of recreational vehicles, campers, trailers or other
       camping accessories from November 1 through the next Memorial Day weekend.
       During this off-season period, all recreational vehicles, campers, trailers or other
       camping accessories shall be physically removed from any landowner’s lot,
       absent a permit issued by the Association Board and their use for camping
       purposes. Off-season camping permits should not be issued for the purpose of
       storage of recreational vehicles, campers, trailers or other camping accessories.




                                                 -7-
The order further decreed that defendants’ motion for summary disposition “related to removal
of campers and trailers from October 31 through the next . . . Memorial Day weekend is
granted,” but that the motion as it related to defendant’s desire to “limit camping and usage of
recreational vehicles, campers, trailers or other camping accessories to one recreational vehicle,
camper, or trailer per lot is denied.” The order denied plaintiffs’ request for an evidentiary
hearing, and dismissed the attendant claim of discriminatory rulemaking or enforcement, on the
grounds that “[t]here is no governmental action in this case. It is a private association that
plaintiffs voluntarily joined.”

        These appeals followed.

       This Court reviews a trial court’s decision on a motion for summary disposition de novo
as a question of law. Ardt v Titan Ins Co, 233 Mich App 685, 688; 593 NW2d 215 (1999).
Likewise, “[t]he interpretation of restrictive covenants is a question of law that this Court
reviews de novo.” Johnson Family Ltd v White Pine Wireless, LLC, 281 Mich App 364, 389;
761 NW2d 353 (2008).

                                      II. DOCKET NO. 320382

                       A. LIMITATION OF CAMPING UNITS PER LOT

        Not at issue is that plaintiffs took title to their lots subject to a requirement to abide by the
Association’s policies and rules concerning land uses. Covenants applicable to a subdivision
“are, in nature, reciprocal negative easements.” Northwestern Home Owners’ Ass’n v Sheehan,
310 Mich 188, 192; 16 NW2d 712 (1944) (internal quotation marks and citations omitted).
“[T]he rationale of the doctrine of reciprocal negative easements is based upon the fairness
inherent in placing uniform restrictions upon the use of all lots similarly situated . . . .” Civic
Ass’n of Hammond Lake v Hammond Lake Estates No 3 Lots 126-135, 271 Mich App 130, 137;
721 NW2d 801 (2006) (internal quotation marks and citation omitted).

         In this case, defendants cite provisions of the articles of incorporation and covenants and
restrictions that set forth the objective of single-family residential character, and also the
Association’s duty to promote that character, and insist that “[b]ecause such broad authority was
granted, specific delineation of categories of rules is simply unnecessary.” Defendants thus
assert that the Association has the authority to restrict lot uses to a single camping vehicle at a
time by implication arising from the general provisions of the governing documents.

        The circuit court, however, emphasized its understanding of a duty to avoid recognizing
such implied covenants. The circuit court has statutory law on its side: “No covenant shall be
implied in any conveyance of real estate, except oil and gas leases, whether such conveyance
contain special covenants or not.” MCL 565.5. This Court has held that “covenants would be
implied only where the implication must arise from the language used or was indispensable to
effectuate the intention of the parties . . . .” Bobenal Investment, Inc v Giant Super Markets, Inc,
79 Mich App 31, 40; 260 NW2d 915 (1977) (internal quotation marks and citation omitted).

      Defendants protest that, without limitations in place, there would be nothing to stop a lot
owner from loading up his property with ten camping-related vehicles, raising the specter of

                                                  -8-
several such lot owners creating the feel of a trailer park in obvious contravention of the well-
established single-family residential character of the development. However, the circuit court’s
ruling that the governing documents do not authorize the Association to limit lots to a single such
vehicle each does not mean that no degree of crowding of camping-related vehicles onto a lot lay
within the Association’s regulatory reach. The circuit court determined only that the single-
family residential character of the development, as clearly set forth in the governing documents,
was not necessarily defeated by allowing more than a single such vehicle on a lot; the circuit
court did not decree that no density of such vehicles could ever produce that effect. Accordingly,
the circuit court’s determination that the governing documents did not authorize the Association
to limit each lot to a single camping vehicle otherwise left open the question of how great a
proliferation of such vehicles would sufficiently contravene the governing documents’ provisions
for single-family residential character that those provisions themselves would in fact authorize
the Association to take steps remediate the situation. Thus, defendants fail to show that the
circuit court erred in holding that the Association lacked authority under the relevant documents
to limit lot owners to a single camping-related vehicle per lot.

                                   III. DOCKET NO. 322836

           A. SEASONAL PLACEMENT OF CAMPING-RELATED EQUIPMENT

        Plaintiffs argue that “all landowners pay the same annual assessments to support the
Association, with equal voting rights,” but that defendants treat themselves as “a separate elitist
class where they, or their favored ‘insiders,’ may place multiple trailers, year-around, on their
property, while denying the same property rights to other property owners such as Plaintiffs.”
Plaintiffs acknowledge as a major basis for the different treatment is that some lot owners “have
built a ‘house’ (even if it is only occupied in the summer)” while others are “ ‘mere land-
owners,’ ” meaning owners of lots without residential dwellings, “who wish to use their property
to place their trailer homes on their property.” Plaintiffs additionally assert that the Association
“has been applying and enforcing the . . . Covenants and Restrictions in an arbitrary [and]
discriminatory manner, including by “allowing ‘sheds or decks’ for some vacant lot owners and
not others.”

        Concerning seasonal, as opposed to year-round placement of house trailers or camping
vehicles on the lots, plaintiffs do not dispute the circuit court’s statements concerning the nature
of the litigation that resulted in the 1988 order. Taking guidance from that earlier litigation, the
circuit court concluded that the 1988 order’s provisions concerning camping, as incorporated
into the amended covenants and restrictions that followed, “meant that camping units would be
removed in the off-season unless being used for camping by permit,” in other words that the
“lots shall not be used for storage of recreational vehicles, campers, trailers or other camping
accessories from November 1 through the next Memorial Day weekend” and that “[d]uring this
off-season period, all recreational vehicles, campers, trailers or other camping accessories shall
be physically removed from any landowner’s lot, absent a permit.”

       The circuit court’s reasoning was sound. The distinction between the on- and off-season
would mean little to those concerned with preserving the single-family residential character of
the development if it meant that camping equipment on the lots would remain year-round, with

                                                -9-
the only seasonal difference being that such equipment would be more conservatively used
during the off-season. The circuit court reasonably concluded that the parties settled the 1988
litigation with the understanding that the development would feature substantially unfettered
camping activities during the specified camping season, then would be substantially uncluttered
with camping equipment during the specified off-season.

        The differentiation between lots with and without residential dwellings reasonably
reflects the single-family residential purpose of the development. A lot with a house on it
obviously comports with the single-family residential aspiration of the development, and
continues to emanate single-family residential character even if storing a trailer or other camping
equipment thereupon year-round. Not so a lot that has no anchoring residential dwelling but that
is loaded with equipment for camping, which activity differs from the purely residential by
involving “people . . . temporarily lodged in tents, huts, or other makeshift shelters,” or “more or
less permanent . . . shelters[] used for vacationing or other recreational purposes.” American
Heritage Dictionary (2d college ed, 1985), p 232.

       Article II, § B of the amended covenants and restrictions is instructive as another
manifestation of the differentiation between lots with and without residential dwellings:

               No accessory outbuildings shall be erected on any of said lots prior to the
       erection thereon of a single-family dwelling house. In no event shall any such
       accessory outbuilding or temporary structure which may be constructed upon such
       lot under these restrictions ever be used as a residence or dwelling house or place
       of human occupancy or habitation.

Thus, lots with residential dwellings are given the privilege of accessory outbuildings.

        For these reasons, the Association has engaged in no pernicious discrimination by
recognizing that lots with residential dwellings can retain their single-family residential character
after constructing attendant sheds or decks, or while storing recreational equipment, in ways that
lots lacking residential dwellings cannot.

                B. DISCRIMINATORY RULEMAKING OR ENFORCEMENT

         The circuit court summarily disposed of plaintiffs’ claims of discrimination by pointing
out that the constitutional Equal Protection doctrine is a guard against only governmental, not
private, action, and noting that plaintiffs “have shown no law in support of their position.” On
appeal, plaintiffs take pains to disclaim that they are trying to apply constitutional rules in this
litigation between private parties, but argue nonetheless that the Association violated its own
principles by creating two classes of lot owners as a consequence of its decisions on applications
for permits for trailers, sheds and decks.

        However, plaintiffs do not suggest that this alleged creation of two classes resulted even
in part from any differentiation by race, religion, age, or any other characteristic that establishes
invidious discrimination against a class, and do not dispute the circuit court’s assertion that they
presented it with no legal authority for the proposition that the discretionary approvals, or
withholding thereof, of which they complain constitute actionable discrimination. Nor do
                                                -10-
plaintiffs offer such authority on appeal, but for citing, apparently for the first time, the following
two provisions from MCL 450.2304, which is part of the Nonprofit Corporation Act:1

                 (2) A corporation organized on a membership basis may have 1 or more
         classes of members. Except as otherwise provided in this act, any provision for
         classes of members and the relative number, voting rights, qualifications,
         liquidation rights, preferences, and limitations, and other rights, preferences, and
         limitations of or on each class shall be set forth in the articles of incorporation or
         the bylaws. Each member of any class of members has equal rights with all
         members of that class.

                 (3) Except as provided in the articles of incorporation or bylaws, each
         member of a corporation, regardless of class, is entitled to 1 vote on each matter
         submitted to a vote of members, unless the articles of incorporation or bylaws
         deny, limit, or otherwise prescribe the voting rights of any class of members. The
         members and each affected class of members of a corporation organized on a
         membership basis, if any, shall adopt, amend, or repeal any bylaw denying,
         limiting, or otherwise prescribing the voting rights of any class of members.

However, plaintiffs neither set forth the factual particulars of how any such permitting or
enforcement decisions on the Association’s part went beyond normal discretion and created
distinct classes of advantaged and disadvantaged lot owners for purposes of the Nonprofit
Corporation Act, nor cite authority to aid in identifying such actionable private discrimination.
See Houghton v Keller, 256 Mich App 336, 339; 662 NW2d 854 (2003) (“An appellant may not
merely announce his position and leave it to this Court to discover and rationalize the basis for
his claims, nor may he give issues cursory treatment with little or no citation of supporting
authority.”). Plaintiffs have failed to show that the circuit court erred in granting defendants
summary disposition of their claim of unlawful discrimination.

                        C. CAPRICIOUS AND ARBITRARY JUDGMENT

        Plaintiffs argue that to the extent that the circuit court’s order of January 28, 2014, and its
statements from the bench leading up to it, was not consistent with its order of August 14, 2013,
and statements leading up to it, the circuit court erred for having acted capriciously and
arbitrarily. Plaintiffs direct this argument at the circuit court’s ultimate conclusions,
respectively, that defendants were entitled to insist on removal of plaintiffs’ camping equipment
during the off-season when not in use, and that no evidentiary hearing was required to decide the
claim of discriminatory rulemaking and enforcement.

      However, the rule for present purposes remains that “an order entered by a trial court may
be modified before entry of the final judgment,” and that among the reasons a court may do so




1
    MCL 450.2101 et seq.


                                                 -11-
for is “to reflect a more correct adjudication of the rights and liabilities of the litigants.”
Meagher v Wayne State Univ, 222 Mich App 700, 718; 565 NW2d 401 (1997).

         Moreover, the circuit court in this instance did have a reasoned basis for issuing a final
order that departed in some respects from its innuendos from earlier in the case. The circuit
court initially deemed it a “big problem” that the governing documents did not grant the
Association’s board “the authority to make regulations regarding camping on lots,” and its
August 14, 2013, order in turn stated that “the Board of [the] Association has no express
authority under the Association’s Covenants and Restrictions, Articles of Incorporation or
Bylaws to create regulations regarding camping that are not expressly contained in those
documents.” In later proceedings in the case, however, the court repeatedly reminded plaintiffs
that this ruling was “very limited,” and also that it had undertaken to review the litigation
underlying the 1988 court order reflecting the parties’ settlement. Only upon having advised
itself of the nature and outcome of that earlier litigation did the circuit court conclude defendants
could properly insist on removal of such equipment when not in use by permit during the off-
season as a prerogative that inhered in the 1998 settlement order, regardless of the lack of the
specification of such authority in the articles of incorporation, the covenants and restrictions, or
the bylaws. This evolution in the circuit court’s thinking was not arbitrary or capricious.

        Likewise that the circuit court initially signaled the intention to decide plaintiffs’
discrimination claim on an individual basis through separate trial proceedings, but then
concluded that that claim should be dismissed on the basis of the legal authority presented to it.
The circuit court did not act arbitrarily or capriciously in initially supposing that any claims of
wrongful discrimination would have to be decided on the basis of what the evidence indicated in
connection with each such claimant, and then to determine that any such claims failed on the
basis of the legal authority, or lack thereof, presented by the parties.

        For these reasons, plaintiffs fail to show that the circuit court erred in issuing a final order
that departed from some of the impressions the circuit court communicated in connection with
earlier proceedings.

       Affirmed.

                                                               /s/ Elizabeth L. Gleicher
                                                               /s/ Kirsten Frank Kelly
                                                               /s/ Deborah A. Servitto




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