Court of Appeals holds: (1) Amendment of Bylaws by Board did not Violate Co-owners’ Rights; (2) Hypertechnical Adherence to Roberts Rules Not Required; (3) Providing Records Not Required if Co-owner has Improper Purpose for Requesting; and (4) Gratituitous Provision of Web Services Not Compensable

In Vidolich v Saline Northview Condominium Association, an unpublished opinion of the Michigan Court of Appeals, a former board member’s relationship with the association went bitterly sour.  The full facts were not recited by the Court of Appeals; only those facts necessary to support the court’s decisions.

First, the co-owner argued that an amendment to the condominium bylaws lowering the quorum requirements if a quorum was not met at a first scheduled meeting of co-owners violated the requirement that any amendment adopted by the board “not materially alter or change the rights of the co-owners , mortgagees, or other interested parties.”  The court found that, if co-owners failed to attend a meeting of the association such that a quorum was not obtained, lowering the quorum at a subsequent meeting did not violate their rights, because the non-attending co-owners failed to exercise their rights at all.

Next, the co-owner argued on appeal that the association failed to comply with its bylaws which required that meetings be held in accordance with Roberts Rules of Order, by adopting standing rules without a majority vote and by failing to address his “points of order” raised at a meeting.  The court held that the “in accordance with” language did not require strict compliance with Roberts Rules, that it was unclear from a reading of Roberts Rules that adoption of the standing rules was a violation, and that the co-owner left the meeting without appealing the decisions on his points of order, thereby waiving his right to challenge them.

Third, the court addressed what were apparently several requests for records, including one in which the co-owner apparently requested to review “all” records. The court discussed provisions of both the MI Condominium Act and the MI Nonprofit Corporation Act regarding review and copying of records and whether the co-owner stated a proper purpose under either act (finding that a proper purpose was at least implicit in the MI Condominium Act), agreeing with the trial court that, after his first request was granted (and to which he never followed up), he had no proper purpose for his subsequent requests.

Next, the court discussed the co-owner’s claim for reimbursement of time and expenses in maintaining a web site.  The co-owner originally set up the web site in the hope of being elected to the board.  After he obtained his board position, the web site was used for association business.  After he resigned from the board, he took down association information and used the web site as a “gripe site.”  The court found, after review of the evidence, that his initial set up of the web site was gratuitous and not compensable, that his claim for web services was barred by the statute of limitations, and that any other claims for compensation were barred by his unclean hands in using the web site as a “gripe site.”

The court also considered, and rejected, claims regarding derivative actions as well as “reverse domain name hijacking.”

© Steve Sowell 2018