McNeill v. CP Boulders LLC

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
WO
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
Corbin A McNeill, Jr.,
Plaintiff,
v.
CP Boulders LLC,
Defendant.
No. CV-23-02481-PHX-SMM
ORDER
Before the Court is Plaintiff’s Tenth Motion for Partial Summary Judgment. (Doc.
155). Defendant filed a response. (Doc. 166).1 For the following reasons, the Court grants
Plaintiff’s Motion.
I. BACKGROUND
Plaintiff Corbin A. McNeill, Jr. (“Plaintiff”) has been a Premier Golf Member of
the Boulders Club since 2011. (Docs. 156 ¶¶1–2; 166 ¶¶1–2). When Plaintiffs application
was accepted, he received, among other documents, “The Boulders Club Membership
Agreement and By-laws, Amended and Restated 5/23/08.” (Ibid. ¶ 3). These documents
continued to govern Plaintiff’s rights and obligations after Defendant acquired the
Boulders Club in 2015, at which point the Bylaws were updated to reflect new ownership
but were otherwise unchanged (the “Original Bylaws”). (See ibid. ¶¶ 3–7).
Section 7.3(G) of the Original Bylaws details the procedures to be followed for
any potential amendments and cannot be modified in any way without an approving
1 The Court permitted reply briefs only if the parties could demonstrate good cause. (Doc.
143 at 1).
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 1 of 11

- 2 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
majority vote of the then current Members:
G. Amendment to Membership Agreement. Provided that any modification or
amendment of this Agreement does not materially and adversely affect the then
current Members’ rights under Sections 1.8, 2.1, 2.2, 2.3, 2.4, 4.3, 5.2 B, 5.2 C,
5.3, 6.1, 6.3, 6.4, 6.5, 6.7, 7.2B, 7.2C, 7.3 A, 7.3 C and 9.5, … The Boulders, in
its sole discretion, shall be entitled to unilaterally modify and amend this
Agreement . . . . The Boulders may modify and amend this Agreement in a
manner which materially and adversely affects the then-current Members' rights
under Sections 1.8, 2.1, 2.2, 2.3, 2.4, 4.3, 5.2 B, 5.2 C, 5.3, 6.1, 6.3, 6.4, 6.5, 6.7,
7.2B, 7.2C, 7.3 A, 7.3 C and 9.5, … if such modification or amendment is
approved by more than 50% of the total of the then current Members (if the
modification or amendment affects all of the Membership classifications) or by
more than 50% of the then current Members of the applicable Membership
classifications (if the modification or amendment affects less than all of the
Membership classifications). All such modifications and amendments shall be
in writing and shall be sent to all Members. This Section 7.3 G may not be
modified or amended without the approval of more than 50% of the total of
the then current Members. Notwithstanding the foregoing, only Original
Members and those Members in each Membership category who own a
Residential Lot shall be entitled to vote on proposed amendments to modify
this Agreement.
(Ibid. ¶ 8) (emphasis added).
In January 2023, Plaintiff and other Members under the Original Bylaws (the
“Original Members”) voted on, and rejected, a proposal from Defendant to increase the
number of Golf Memberships from 400 to 440. (Ibid. ¶ 11). Two months later, Defendant
attempted to amend the Original Bylaws through a document entitled “The Boulders Club
Bylaws,” which purport to be effective as of March 10, 2023, and which Defendant later
reissued in February 2025 (the “Amended Bylaws”). (Ibid. ¶¶ 12–14). Defendant did not
put the Amended Bylaws up for a vote before circulating them to members. (Ibid. ¶¶ 13–
15). Accordingly, the Amended Bylaws were not approved by “more than 50% of the
total of the then current Members” in March 2023. (Ibid. ¶¶ 8, 12–15).
The Amended Bylaws claim to “expressly supersede the Prior Bylaws and any
other Membership Agreement and Bylaws in effect prior to the Effective Date
(collectively, ‘Superseded Documents’).” (Ibid. ¶ 16). The Amended Bylaws later say
“[i]n the event of any inconsistency between the terms and provisions of the Bylaws and
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 2 of 11

- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
the terms and provisions of any of the Superseded Documents, the terms of the Bylaws
shall govern and control, except,” as relevant here, that “Original Members shall have the
rights set forth” in the protected provisions enumerated in Section 7.3(G), “unless these
[Amended] Bylaws have been adopted or ratified by a vote of those Members eligible to
vote on Bylaw amendments.” (Ibid.) Original Members are defined under the Amended
Bylaws as “[t]hose Members holding Memberships in The Boulders prior to the Effective
Date.” (Ibid. ¶ 17).
Under Section 3.7.1 of the Amended Bylaws, Members allowed to vote on
proposed amendments that require a Membership vote include any Members who “own a
Residential Lot.” (See ibid. ¶ 19). This definition includes Members who joined after the
Effective Date of the Amended Bylaws (“2023 Members”). (See ibid.) The Disputed
Bylaws provide:
For any vote, whether conducted in-person at a meeting or remotely, a quorum
will consist of twenty-five percent (25%) of the Members entitled to vote. With
regard to an in-person vote, the total number of Members in attendance will be
counted to determine the existence of a quorum. With regard to a remote vote, the
total number of ballots received by The Boulders will be counted to determine the
existence of a quorum.
(Ibid. ¶ 20). 2023 Members, however, are not protected by Section 14.6.4 of the
Amended Bylaws. (See ibid. ¶ 16).
Also, the Amended Bylaws purportedly give Defendant the right to “make any
amendment to the Bylaws that does not expressly require a vote of the Members.” (See
ibid. ¶ 22; see also ibid. ¶ 21). The Amended Bylaws provide:
The Board is authorized, without any vote of the Members, but subject to the
terms of Section 3.1.2, to (i) establish new classifications of Memberships (ii)
modify the criteria, rights and obligations of any existing classification of
Memberships consistent with the vision, mission and/or needs of The Boulders
(except to the extent that such modifications are inconsistent with Section 14.6)
and/or (iii) cease the issuance of Memberships in any classification of
Memberships.
(Ibid. ¶ 21). The Amended Bylaws also provide that “The Board may, by majority vote,
make any amendment to the Bylaws that does not expressly require a vote of the
Members. The Board will promptly notify the Members of any such amendments.” (Ibid.
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 3 of 11

- 4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
¶ 22). The parties dispute how the Amended Bylaws’ voting mechanisms operate with
regard to Section 7.3(G) protected rights and whether the 2023 Members may participate
in votes to nullify Plaintiff’s protected rights.
At the April 7, 2026, status conference, in response to the Court’s inquiry
regarding remaining disputed issues, counsel for Plaintiff raised this issue:
MR. ROSS: … [I]f [Defendant] believes that the 2023 members don’t get to
vote to affect [Plaintiff]’s rights, then we agree and there’s nothing to declare
. . . . If, on the other hand, [Defendant] said, under the new bylaws, the 2023
members get to vote to impair [Plaintiff]’s rights under his bylaws, . . . then
what we do have is a controversy and an interpretation relative to those
provisions that is ripe for judicial determination.
(Ibid. ¶¶ 23–24). Defendant, when subsequently questioned by the Court, stated that 2023
Members do have such voting rights:
THE COURT: . . . Mr. Vinci, would you care to elaborate on . . . the folks of
the 2023 voting on the rights of [Plaintiff] or not, do you think that’s still in
the lawsuit?
MR. VINCI: Yeah, our position is that the bylaws provide that property owner
members can vote, and, you know, they could vote.
(Ibid. ¶¶ 25–26). Further, the 2023 members pay $1,031 per month compared to 2008
members like Plaintiff who pay $650 per month. (Doc. 166-1 ¶ 27).
Plaintiff filed suit against Defendant in the Maricopa County Superior Court on
October 31, 2023, bringing claims for breach of contract. (Doc. 1-1 at 2). Plaintiff has
filed ten discrete Motions for Partial Summary Judgment. (See Docs. 36; 37; 45; 46; 60;
61; 130; 151; 153; 155). Plaintiff has since withdrawn one of his motions. (Doc. 80). The
Court denied Plaintiff’s First Motion for Partial Summary Judgment (Doc. 98), granted
in-part, and denied in-part, Plaintiff’s Second Motion for Partial Summary Judgment
(Doc. 103), granted Plaintiff’s Fourth Motion for Partial Summary Judgment (Doc. 104),
denied Plaintiff’s Fifth Motion for Partial Summary Judgment (Doc. 111), granted
Plaintiff’s Seventh Motion for Partial Summary Judgment (Doc. 167), denied Plaintiff’s
Eighth Motion for Partial Summary Judgment (Doc. 168), and granted Plaintiff’s Ninth
Motion for Partial Summary Judgment (Doc. 169).
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 4 of 11

- 5 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
II. LEGAL STANDARD
The purpose of summary judgment is “to isolate and dispose of factually
unsupported claims.” Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986). Summary
judgment is appropriate if the evidence, viewed in the light most favorable to the
nonmoving party, shows “that there is no genuine issue as to any material fact and that
the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). Only
disputes over facts that might affect the outcome of the suit will preclude the entry of
summary judgment, and the disputed evidence must be “such that a reasonable jury could
return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 248 (1986).
“[A] party seeking summary judgment always bears the initial responsibility of
informing the district court of the basis for its motion and identifying those portions of
[the record] which it believes demonstrate the absence of a genuine issue of material
fact.” Celotex, 477 U.S. at 323. “Where the non-moving party bears the burden of proof
at trial, the moving party need only prove that there is an absence of evidence to support
the non-moving party’s case.” In re Oracle Corp. Securities Litigation, 627 F.3d 376, 387
(9th Cir. 2010). “Where the moving party meets that burden, the burden then shifts to the
non-moving party to designate specific facts demonstrating the existence of genuine
issues for trial.” Id. federal As the Ninth Circuit has said, “[t]his burden is not a light
one.” Id. To meet this burden, the “non-moving party must come forth with evidence
from which a jury could reasonably render a verdict in the non-moving party’s favor.” Id.
Additionally, parties opposing summary judgment are required to “cit[e] to particular
parts of materials in the record” establishing a genuine dispute or “show[ ] that the
materials cited do not establish the absence ... of a genuine dispute.” Fed. R. Civ. P.
56(c)(1). A district court has no independent duty “to scour the record in search of a
genuine issue of triable fact.” Keenan v. Allan, 91 F.3d 1275, 1279 (9th Cir. 1996).
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 5 of 11

- 6 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
III. DISCUSSION
Plaintiff seeks a (1) declaration from the Court that the 2023 Members have no
right to vote to modify his protected rights and (2) a partial summary judgment ruling that
Defendant breached the Original Bylaws by modifying the coverage of Section 7.3(G)
without the required approval of 50% of the then-current Members. (Doc. 155 at 5). For
the following reasons, the Court grants Plaintiff’s Motion.
A. Member Voting Rights
Plaintiff’s first claim seeks declaratory relief under the Federal Declaratory
Judgment Act for clarification on the voting provisions in the Amended Bylaws that
conflict with Section 7.3(G) of the Original Bylaws. (Doc. 155 at 5). The Federal
Declaratory Judgment Act, 28 U.S.C. § 2201, “does not grant litigants an absolute right
to a legal determination.” United States v. State of Wash., 759 F.2d 1353, 1356 (9th Cir.
1985) (citations omitted). “The decision to grant declaratory relief is a matter of
discretion, even when the court is presented with a justiciable controversy.” Id. (internal
citations omitted). “Declaratory relief is appropriate (1) when the judgment will serve a
useful purpose in clarifying and settling the legal relations in issue, and (2) when it will
terminate and afford relief from the uncertainty, insecurity, and controversy giving rise to
the proceeding.” Guerra v. Sutton, 783 F.2d 1371, 1376 (9th Cir. 1986) (internal
quotations omitted). The district court may also consider whether retaining jurisdiction
would prevent duplicative litigation. See Siino v. Foresters Life Ins. & Annuity Co., 133
F.4th 936, 943 (9th Cir. 2025).
Defendant contends that Plaintiff’s argument regarding hypothetical future voting
violates the basic rule that declaratory relief “may not be made the medium for securing
an advisory opinion in a controversy which has not arisen.” (Doc. 166 at 7) (quoting
Coffman v. Breeze Corp., 323 U.S. 316, 324 (1945)). Defendant further contends that
Plaintiff’s request to adjudicate how the Amended Bylaws’ voting mechanics should
operate, divorced from any actual or contemplated vote, asks for “an opinion advising
what the law would be upon a hypothetical set of facts.” (Id.) (quoting Calderon v.
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 6 of 11

- 7 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Ashmus, 523 U.S. 740, 746 (1998). But Plaintiff contends that declaratory relief is
appropriate here because Defendant has superimposed its Amended Bylaws over
Plaintiff’s Section 7.3(G) rights, and that the requested declaratory relief is no more than
“an adjudication of present right upon established facts.” (Doc. 155 at 9) (quoting Aetna
Life Ins. Co. v. Haworth, 300 U.S. 227, 242 (1937). The Court agrees with Plaintiff.
The Court finds that it has authority to adjudicate Plaintiff’s requested relief
because it may prevent duplicative litigation and “the adjudication [] could serve a useful
purpose in clarifying the legal relations at issue.” Siino, 133 F.4th at 943-44 (citations
omitted). Further, Plaintiff’s request for declaratory relief speaks to the future obligations
of the parties, which is an issue that is not addressed by his breach of contract claims. See
id. Adjudication of this claim will help clarify what provisions apply to proposed changes
that may affect Plaintiff’s protected rights under Section 7.3(G). Thus, the Court finds
that adjudication of Plaintiff’s declaratory relief claim is not a waste of judicial resources.
See id. (citation omitted). The Court will now turn to the merits of Plaintiff’s claim.
Plaintiff contends that Section 7.3(G) controls over the Amended Bylaws
provisions that, if applied, would unilaterally change who can vote, how many votes are
needed for approval, and when votes occur. (Doc. 155 at 5). Plaintiff provides three
reasons in support of his position. First, Plaintiff contends that where Section 7.3(G)
protected all “then-current Members” and allowed only members whose protected rights
might be adversely affected to vote on a modification, the 2023 Amended Bylaws create
a new group of members with no Section 7.3(G) protections who are entitled to
participate in votes that dilute Section 7.3(G). (Id.) Second, Plaintiff contends that where
the Original Bylaws require changes to protected rights to be supported by a vote, the
Amended Bylaws require only the support of a majority of members who vote. (Id. at 7).
Third, Plaintiff contends that where the Original Bylaws permit modification of rights
protected under Section 7.3(G) to take effect only after an approving vote, the Amended
Bylaws necessarily require some modifications to such rights to take effect before a vote
to approve those modifications is held. (Id.) For the reasons above, Plaintiff argues that
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 7 of 11

- 8 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Defendant’s unilaterally imposed Amended Bylaws refashioned how the Section 7.3(G)
provisions function, and if the Amended Bylaws are allowed to stand these changes
constitute impermissible changes under Section 7.3(G). (Id. at 9). The Court agrees.
This Court already held that “the protections of Section 7.3(G) cannot be modified
or amended unilaterally by the Board, as straightforwardly provided for in the Original
Bylaws.” (Doc. 113 at 4) (quoting Liberty Ins. Underwriters, Inc. v. Weitz Co., LLC, 158
P.3d 209, 212 (Ariz. Ct. App. 2007) (“If the contractual language is clear, we will afford
it its plain and ordinary meaning and apply it as written.”). This Court also already held
that Section 14.6.4 of the Amended Bylaws differs from Section 7.3(G) of the Original
Bylaws because it lacks the protection of Section 7.3(G) itself. (Id.) This is because the
Original Bylaws provided that “Section 7.3 G may not be modified or amended without
the approval of more than 50% of the total of the then current Members.” (Id.)
Here, Defendant did not follow the required procedure to amend Section 7.3(G) of
the Original Bylaws. The language in the Original Bylaws is clear: “Section 7.3 G may
not be modified or amended without the approval of more than 50% of the total of the
then current Members.” (Docs. 156 ¶ 8; 166-1 ¶ 8) (emphasis added). Thus, Defendant
was required to receive approval of more than 50% of the then current Members. But
Defendant undisputably did not. (See ibid. ¶¶ 8, 12–15).
Defendant also does not dispute any material facts. (See Doc. 166). Rather,
Defendant only argues that Plaintiff’s claims are unripe and non-justiciable. (See id. at 4-
8). But, as explained above, the Court finds that Plaintiff’s claims are ripe and justiciable.
Thus, the Court finds that there are no disputes of any material facts the Court grants
Plaintiff’s Motion on this claim. See Celotex, 477 U.S. at 323 (“a complete failure of
proof concerning an essential element of the nonmoving party’s case necessarily renders
all other facts immaterial. . . . [and] [t]he moving party is ‘entitled to a judgment as a
matter of law[.]”’). Accordingly, the Court finds that Section 7.3(G) controls over
conflicting provisions of the Amended Bylaws, and that, consequently, 2023 Members
cannot vote on proposed bylaws amendments that affect Plaintiff’s rights under Section
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 8 of 11

- 9 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
7.3(G).
B. New Memberships
Next, Plaintiff claims that Defendant breached its contract with Plaintiff. (Doc.
155 at 10). Plaintiff contends that Defendant’s creation of new memberships without
reference to Section 7.3(G) not only exposes Plaintiff’s rights to potential nullification,
but the Amended Bylaws also stripped Plaintiff’s right to vote on material and adverse
changes to rights shared with other current members. (Id.) In response, Defendant
contends that Plaintiff’s Motion does not advance any new arguments nor facts regarding
the creation of new membership categories previously presented to the Court, that
Plaintiff’s complaint regarding new membership classes does not implicate his own
rights, and that Plaintiff lacks standing to raise concerns relating to others’ rights. (Doc.
166 at 9-10).
The Court will first address the standing issue. The elements of standing are well-
established: the party must have suffered (1) an “injury in fact—an invasion of a legally
protected interest which is (a) concrete and particularized; and (b) actual or imminent, not
conjectural or hypothetical”; (2) “there must be a causal connection between the injury
and the conduct complained of,” meaning the injury must be “fairly traceable to the
challenged action of the defendant”; and (3) “it must be likely, as opposed to merely
speculative, that the injury will be redressed by a favorable decision.” Lujan v. Defenders
of Wildlife, 504 U.S. 555, 560-61 (1992) (cleaned up). To be particularized, an injury
must “affect the plaintiff in a personal and individual way.” Id. at 560. “A litigant must
also meet non-constitutional or prudential requirements to invoke federal jurisdiction.”
United States v. Lazarenko, 476 F.3d 642, 649 (9th Cir. 2007). “Prudential standing
encompasses ‘the general prohibition on a litigant’s raising another person’s legal rights. .
. .” Id. (quoting Allen v. Wright, 468 U.S. 737, 751 (1984).
Defendant contends that Plaintiff lacks standing to raise concerns relating to the
legal rights of others. (Doc. 166 at 10). As explained above, the law is well-established
that a litigant cannot raise another person’s legal rights. See Lazarenko, 476 F.3d at 649;
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 9 of 11

- 10 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
see also Allen, 468 U.S. at 751. At the same time, “[t]he rights of members of a private
organization are governed by the articles of incorporation and by-laws, which constitute a
contract between the members and the organization, and among the members
themselves.” Rowland v. Union Hills Country Club, 757 P.2d 105, 108 (Ariz. Ct. App.
1988) (emphasis added and citations omitted). Thus, Plaintiff has standing to pursue his
individual claims because the Original Bylaws are a contract between Plaintiff and
Defendant. (Doc. 155 at 10).
Next the Court will turn to the merits of Plaintiff’s claim. Plaintiff contends that
“Defendant tried to skirt the restrictions of Section 7.3(G) by creating a new set of bylaws
with new sections, new numbering and new members” to “eviscerate” Original Members’
rights. (Doc. 155 at 11-12). Specifically, Plaintiff argues that (1) Defendant modified
Section 7.3(G) without an approving vote of Plaintiff and the “then current Members”
even though “Section 7.3 G may not be modified or amended without the approval of
more than 50% of the total of the then current Members”; (2) the Amended Bylaws allow
changes to protected rights without approval from a majority of adversely impacted
Members; (3) the Amended Bylaws make changes to protected rights effective before an
approving vote; and (4) the Amended Bylaws gut Plaintiff’s and his fellow Members’
ability to influence the bylaws and to reciprocally regulate their relative rights to common
amenities, reducing the Club to a mere facility. (Id. at 12). For these reasons, Plaintiff
contends that these modifications breached Defendant’s contract with Plaintiff because
Defendant made these modifications without a member vote and deprived him of rights
he enjoyed under Section 7.3(G). (Id.)
In response, Defendant contends that the Court rejected Plaintiff’s same arguments
in its order denying Plaintiff’s fifth motion for partial summary judgment. (Doc. 166 at 8-
10). But upon review of the record, the Court finds that Plaintiff’s arguments in the
instant motion are distinguishable from Plaintiff’s arguments in his fifth partial motion
for summary judgment. First, this Court’s prior Order addressed a different subject
matter. In the prior Order, the question before the Court was whether Defendant was
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 10 of 11

- 11 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
within its rights to amend the Bylaws to change the terms of the Associate Tennis
Membership or if the changes created a new membership. (Doc. 111 at 4). Here, rather,
the question before the Court is whether Defendant breached Section 7.3(G) and
contravened the fundamental purpose of the Bylaws by creating new memberships not
protected by or subject to Section 7.3(G). (Doc. 155 at 10). Second, in the prior Order
this Court based its decision on the finding that the “Associate Raquet Sport
Membership” was not a new membership because it was “altered in a manner allowable
under the Original Bylaws.” (Doc. 111 at 4). But, here, Defendant created a new
membership in a manner that is not allowed under the Original Bylaws.
The language in the Bylaws is clear and unambiguous. As explained above,
Defendant modified Section 7.3(G) without the requisite member vote and these
modifications deprived Plaintiff of rights he enjoyed under Section 7.3(G). Accordingly,
the Court finds that Plaintiff is entitled to summary judgment in his favor on Count III,
and the Court finds that Defendant breached its contract with Plaintiff under the Club
Documents by creating new memberships that are not covered under Section 7.3(G).
IV. CONCLUSION
The Court will grant Plaintiff’s Tenth Partial Motion for Summary Judgment
because Defendant breached Section 7.3(G) of the Original Bylaws when it imposed its
Amended Bylaws on Plaintiff without the requisite member vote. Accordingly, the Court
finds that Section 7.3(G) controls over conflicting provisions of the Amended Bylaws,
and that Defendant breached its contract with Plaintiff under the Club Documents by
creating new memberships that are not covered under Section 7.3(G).
IT IS THEREFORE ORDERED granting Plaintiff’s Tenth Motion for Partial
Summary Judgment. (Doc. 155).
Dated this 7th day of October, 2026.
Case 2:23-cv-02481-SMM Document 170 Filed 10/07/26 Page 11 of 11