COA 372134 AUBURN AREA CHAMBER OF COMMERCE INC V TRACY ARTHUR Opinion - Authored - Published 12/10/2025

If this opinion indicates that it is “FOR PUBLICATION,” it is subject to
revision until final publication in the Michigan Appeals Reports.
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S T A T E O F M I C H I G A N
C O U R T O F A P P E A L S
AUBURN AREA CHAMBER OF COMMERCE,
INC.,
Plaintiff,
and
MATT TETLOFF, RYAN ROUSSEAU, AMANDA
KERNSTOCK, HARRISON GUNDEN, and TIM
DRUMMOND,
Appellants,
FOR PUBLICATION
December 10, 2025
12:08 PM
v No. 372134
Bay Circuit Court
TRACY ARTHUR, BRIAN K. MICHAEL, PHILIP
SCOTT HARTSOUGH, SAMANTHA KUNZ,
ANGIE GANSSER, LEE KILBOURN, STEVEN
VANTOL, and RUSSELL LEONARD,
LC No. 2024-003049-CZ
Defendants-Appellees.
Before: YATES, P.J., and BOONSTRA and YOUNG, JJ.
YATES, P.J.
On June 5, 2023, something extraordinary happened during a meeting of the Auburn Area
Chamber of Commerce (COC). A group of disgruntled COC members attended that meeting, and
before that fateful day ended, they purportedly wrested control of the COC from its chosen leaders.

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The attempted exercise of power by plaintiffs,1 Matt Tetloff, Ryan Rousseau, Amanda Kernstock,2
Harrison Gunden, and Tim Drummond, did not sit well with defendants, who were all duly selected
leaders of the COC. Unsurprisingly, this litigation ensued. Plaintiffs claimed in a complaint filed
in January 2024 that they had ousted the COC’s leadership team and thereafter installed themselves
as the COC’s leaders, so the actions they took in that capacity after the June 5 meeting were valid.
In contrast, defendants contended that they were never dispossessed of their leadership roles in the
COC, so plaintiffs’ actions taken on behalf of the COC were null and void. In awarding summary
disposition to defendants under MCR 2.116(C)(8), the trial court explained that plaintiffs’ takeover
of the COC was improper, so all of their actions were meaningless as a matter of law. Moreover,
plaintiffs had no right to amend the complaint because any amendment would be futile. We affirm.
I. FACTUAL BACKGROUND
By all accounts, defendants were the members of the board of the COC until June 5, 2023,
and plaintiffs are a group of COC members who insist that they became the board members of the
COC because of the events that took place at the COC meeting on June 5, 2023.
The parties largely agree about what happened at the meeting on June 5, 2023, but disagree
about the legal consequences of those events. As soon as COC President Brian Michael began the
meeting, Harrison Gunden “asked to be recognized,” but he was refused by both President Michael
and Vice President Philip Scott Hartsough. Next, Gunden attempted to make a motion to remove
President Michael from presiding over the meeting and to replace Michael with Ryan Rousseau as
president pro tem, but his motion was not recognized. Gunden then tried to make a motion to hold
a popular vote “by division of the house.” According to plaintiffs, it then “was evident” that more
people than not supported Gunden’s motion. At that point, President Michael attempted to adjourn
the meeting, but the parties disagree about whether he properly adjourned the meeting. The parties
agree that COC Chair Tracy Arthur, who owned the building where the meeting was taking place,
then asked that everyone leave the building.
According to plaintiffs, Gunden and others who had supported his motion left the building
and went to a nearby park “to continue the meeting.” The group purportedly continued the meeting
outside, where motions to remove Michael as president and to remove Hartsough as vice president
were approved by popular vote of the participants. After “formal adoption of Robert’s Rules of
Order and the scheduling of another meeting on June 20,”3 the meeting was adjourned. Later that
1 This case was filed in the name of the COC, acting under the direction of the people who claimed
to be the new leaders of the COC. But because the trial court determined that the people identified
as appellants were not the true members of the COC board, those people filed this appeal in their
own names because they lacked authority to continue to pursue the claims on behalf of the COC.
Thus, we will refer to the people who claimed to be the new leaders as plaintiffs.
2 Amanda Kernstock is no longer involved in this case because she was dismissed from this appeal
for want of prosecution. Auburn Area Chamber of Commerce v Arthur, unpublished order of the
Court of Appeals, entered February 28, 2025 (Docket No. 372134).
3 See Robert’s Rules of Order, Newly Revised (12th ed).

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day, Rousseau, who purported to be acting as president pro tem of the COC, executed a quitclaim
deed conveying a piece of property owned by the COC to a group called the Auburn Jaycees.
According to plaintiffs, on June 20, 2023, their group conducted a meeting and appointed
Rousseau as chair pro tem. Their group also adopted a revised constitution and bylaws, and elected
a governing board for the COC (the new board). The members of the old board—including Arthur,
Michael, Hartsough, Sam Kunz, Angie Gansser, Steve VanTol, and Lee Kilbourn—were removed
from their positions on the board and censured.
In addition, the new board voted to undertake actions to remove access to the COC’s bank
account from the old board and provide that access to the new board. Members of the new board
tried to access that account, but the old board refused to relinquish control of that account, which
prompted the financial institution to freeze the bank account pending a determination of the proper
members of the COC’s board. Also, plaintiffs alleged that an event called the 2023 Cornfest was
cancelled “in large part” because of “interference” from the old board. Plaintiffs contended that
the cancellation caused the COC to lose revenue and suffer damage to its reputation.
On January 25, 2024, plaintiffs filed suit, asserting claims of fraudulent misrepresentation,
civil conspiracy, violation of common law trademark, and breach of fiduciary duties. Additionally,
plaintiffs requested a declaratory judgment, injunctive relief, and monetary damages.
On June 20, 2024, all defendants moved for summary disposition under MCR 2.116(C)(8),
asserting that, as a matter of law, the complaint did not establish that plaintiffs had adhered to the
procedures necessary to bring a motion to the floor at the June 5, 2023 meeting, as outlined in the
COC’s constitution and bylaws. Defendants further contended that plaintiffs did not adhere to the
procedures necessary to remove officers of the COC or to appoint new officers. Defendants stated
that resolution of that issue required a review of the COC’s constitution and bylaws, and also noted
that the COC is governed by the Nonprofit Corporation Act, MCL 450.2101 et seq.
Defendants insisted that President Michael was authorized under the bylaws to preside over
regular meetings as well as meetings of the board of directors, so he had the authority to determine
the order of business. Defendants contended that Gunden’s motion had no effect because President
Michael never recognized Gunden, a decision that was within President Michael’s authority. They
also argued that even if Gunden’s motion was properly before the COC, Gunden lacked the power
to call for a vote on his own motion under the Nonprofit Corporation Act, MCL 450.2406(2). And
as a result, according to defendants, President Michael acted within his authority when he refused
to acknowledge Gunden’s call for a vote.
Defendants further claimed that President Michael had the right to unilaterally adjourn the
meeting under MCL 450.2406(2). Defendants asserted that even if Gunden’s motion was properly
carried, Rousseau could not have become the presiding officer of the meeting because the COC’s
vice-president was at the meeting, so he would have been the presiding officer. Beyond that, they
insisted that the position to which Rousseau was allegedly appointed, i.e., president pro tem, is not
recognized under the COC bylaws. Further, they argued that Rousseau was not properly appointed
to that position because the COC bylaws do not give the general membership any authority to fill
a vacancy for a presiding officer. Finally, defendants asserted that common sense dictated that the
procedure that Gunden attempted to use to unseat President Michael was improper.

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Plaintiffs responded on July 5, 2024, conceding that the COC was subject to the Nonprofit
Corporation Act and acknowledging the existence of the COC’s constitution and bylaws. But they
insisted that the “parliamentary procedure for the Auburn Chamber is governed by Robert’s Rules
of Order.” Additionally, plaintiffs argued that because defendants had sought summary disposition
under MCR 2.116(C)(8), the trial court was obligated to accept as true the allegation that the COC
adhered to Robert’s Rules of Order to run its meetings. Plaintiffs acknowledged that when there
is no provision in the COC’s constitution or bylaws governing a situation, the COC defaults to the
Nonprofit Corporation Act.
Plaintiffs described the reason Gunden “rose to be recognized” as important, and because
it was “not spelled out in the Complaint,” summary disposition pursuant to MCR 2.116(C)(8) was
not appropriate because factual developments could have authorized Gunden’s conduct. Plaintiffs
also discussed possible motives that Gunden could have had when he rose to be recognized. First,
plaintiffs explained that Gunden’s initial motion was “an attempt to propose an alternative agenda
for the June 5 Meeting,” so his motion was proper under §41 of Robert’s Rules of Order. Second,
plaintiffs suggested that “Gunden’s course of action might be understood as an attempt to Raise a
Question of Privilege,” which they asserted was authorized pursuant to §19.1 of Robert’s Rules of
Order. Plaintiffs further argued that Gunden’s second motion was “easily understood as an attempt
to remove a presiding officer from the Chair,” which they characterized as authorized under §62.2
of Robert’s Rules of Order. Without explanation, plaintiffs also asserted that §2.25 and §56.2 of
Robert’s Rules of Order were “useful in responding to the Defendants’ Motion.”
In plaintiffs’ view, President Michael lacked authority to adjourn the meeting. Citing their
complaint, plaintiffs noted that, “pursuant to the established practices of the Chamber, the meeting
was never adjourned.” Therefore, “the meeting may have continued following President Michael’s
attempt to adjourn.” As a result, plaintiffs reasoned that the “meeting properly persisted when the
membership was ejected into the parking lot and elsewhere,” at which point President Michael and
Vice President Hartsough were absent. Accordingly, plaintiffs claimed that it was proper to install
“Rousseau/Gunden” as president pro tem. Finally, plaintiffs insisted that common sense dictated
that the trial court must deny summary disposition to defendants. In addition, plaintiffs suggested
that if the trial court chose to grant summary disposition to defendants, plaintiffs should be allowed
to amend the complaint. Plaintiffs admitted that “[t]he complaint, as currently structured, does not
expressly state what Gunden was attempting to accomplish,” but plaintiffs promised the trial court
that they would include that information if they were granted leave to amend their complaint.
On July 11, 2024, defendants replied, contending that plaintiffs’ response was based upon
hypotheticals, as opposed to facts. Defendants argued that Robert’s Rules of Order did not apply
during the June 5, 2023 meeting because plaintiffs’ complaint alleged that the new board adopted
Robert’s Rules of Order after Gunden tried to remove Michael as president. But accepting that as
true, adoption of Robert’s Rules did not occur until after the June 5, 2023 meeting was adjourned.
As a result, the COC meeting was governed by the bylaws, which did not adopt Robert’s Rules.
Hence, any amendment to the complaint would be futile. Finally, if the COC was considering the
agenda, the COC bylaws—as opposed to Robert’s Rules of Order—governed.
Defendants also insisted that even if Robert’s Rules did apply, summary disposition would
still be necessary. Those rules authorized President Michael to adjourn the meeting without a vote,
to determine the order of business at the meeting, and to delay recognition of Gunden. According

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to Robert’s Rules, President Michael could adjourn the meeting without a vote in an emergency,
which arose because of the contentious nature of the meeting. Beyond that, nothing indicated that
Gunden was attempting to raise a question of privilege.
On July 18, 2024, the trial court conducted a hearing on defendants’ motion for summary
disposition. Defendants recited the arguments made in their brief. Plaintiffs insisted that, because
they alleged that Robert’s Rules controlled the COC meeting, that allegation had to be accepted as
true for purposes of analysis under MCR 2.116(C)(8). The trial court asked plaintiffs’ counsel:
“[w]hat in Robert’s Rules of Order requires a person during a meeting to recognize a particular
individual at a particular time?” Plaintiffs’ counsel conceded that he “can’t point to anything right
now as we sit here,” but he nonetheless asserted that “pursuant to Robert’s Rules, if someone rises,
they need to be at least recognized to be heard and I would make that allegation.” The trial court
challenged plaintiffs’ counsel on that point in the following exchange:
THE COURT. I don’t see it in there.
[Plaintiffs’ Counsel]. Okay.
THE COURT. Can you point to it?
[Plaintiffs’ Counsel]. I can’t right now, your Honor.
THE COURT. Okay.
[Plaintiffs’ Counsel]. But if we were given the opportunity to amend, I
definitely would.
THE COURT. Well, you’ve read them.
[Plaintiffs’ Counsel]. Presumably too much, but I can’t point directly to—
to one direct point at this point in time but I think that it’s common sense.
Plaintiffs’ attorney then reaffirmed that “we’re alleging that at that point in time, they need to be
recognized in order to make the appropriate motion.”
Plaintiffs’ counsel admitted that both the bylaws and the constitution required the board to
replace an officer when a vacancy arises, but counsel insisted that the phrase “subject to the will
of the membership” in the bylaws gave the members the power to remove board members and
elect a new board.
THE COURT. Don’t the bylaws and constitution require that the Board
replace an officer or choose an officer?
[Plaintiffs’ Counsel]. In a vacancy?
THE COURT. Yes.
[Plaintiffs’ Counsel]. I believe they do, your Honor.

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THE COURT. Okay. So the Board didn’t do that.
[Plaintiffs’ Counsel]. But I believe they only—they only run subject to the
will of the membership and that’s where that part comes in at. At this point in time,
the members had elected to remove the Board members so, there was no Board.
So the members decided to elect a new Board. As plaintiffs’ counsel understandably conceded,
however, the procedure that his clients employed was “unorthodox.”
At the conclusion of the hearing, the trial court awarded summary disposition to defendants
because the court agreed with all of the arguments that defendants made. The trial court explained
that “there is nothing that indicated that the chair—the president was required to recognize anyone
at any particular time for any purpose.” Further, no law “would indicate that the president didn’t
have the authority to adjourn the meeting.” The trial court noted that it had reviewed the complaint
in the light most favorable to plaintiffs, “but even under Robert’s Rules of Order, there’s nothing
that could save their position because nothing would require the president to have acted differently
than he did.” Next, the trial court concluded that any amendment of the complaint would be futile
because, “[e]ven if we apply Robert’s Rules of Order, there are points where it conflicts with the—
the specific bylaws and constitution which would control and which would prevent the actions
taken by the plaintiffs.” The trial court memorialized all of its rulings in a written order issued on
July 26, 2024. This appeal followed.
II. LEGAL ANALYSIS
On appeal, plaintiffs assert that the trial court erred when it awarded summary disposition
to defendants under MCR 2.116(C)(8). Additionally, plaintiffs insist that the trial court erred when
it denied plaintiffs leave to amend their complaint. We will address each argument in turn.
A. SUMMARY DISPOSITION
Plaintiffs attack the trial court’s decision to grant summary disposition to defendants under
MCR 2.116(C)(8). They fault the trial court for confusing a pleading standard with an evidentiary
standard, and thereby improperly considering and resolving the factual issue of whether President
Michael was obligated to recognize Gunden when he tried to make motions during the meeting on
June 5, 2023. “We review de novo a trial court’s decision on a motion for summary disposition.”
El-Khalil v Oakwood Healthcare, Inc, 504 Mich 152, 159; 934 NW2d 665 (2019). A motion filed
under MCR 2.116(C)(8) “tests the legal sufficiency of a claim based on the factual allegations in
the complaint.” Id. If a case involves an entity’s bylaws, those governing bylaws are the law that
the trial court must interpret and apply. Pago v Karamo, ___ Mich App ___, ___ n 7; ___ NW3d
___ (2024) (Docket No. 371299); slip op at 18 n 7.
When considering a motion under MCR 2.116(C)(8), the trial court “must accept all factual
allegations as true, deciding the motion on the pleadings alone.” El-Khalil, 504 Mich at 160. The
motion “may only be granted when a claim is so clearly unenforceable that no factual development
could possibly justify recovery.” Id. The well-pleaded allegations in the complaint are “construed
in a light most favorable to the nonmovant.” Maiden v Rozwood, 461 Mich 109, 119; 597 NW2d
817 (1999). “[O]nly factual allegations, not legal conclusions, are to be taken as true” for purposes
of MCR 2.116(C)(8). Davis v Detroit, 269 Mich App 376, 379 n 1; 711 NW2d 462 (2005). “[T]he

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mere statement of a pleader’s conclusions, unsupported by allegations of fact, will not suffice to
state a cause of action.” ETT Ambulance Serv Corp v Rockford Ambulance, Inc, 204 Mich App
392, 395; 516 NW2d 498 (1994).
Here, plaintiffs blame the trial court for refusing to accept as true plaintiffs’ allegations that
the June 5, 2023 meeting was a membership meeting and that the COC relied upon Robert’s Rules
of Order. But the record offers no indication that the trial court treated the June 5, 2023 meeting
as anything other than a membership meeting, and plaintiffs have not explained how any confusion
about the classification of the meeting led to an erroneous award of summary disposition.
Additionally, the trial court explicitly stated that summary disposition was appropriate even
if Robert’s Rules of Order applied to the COC meetings, observing that “even under Robert’s Rules
of Order, there’s nothing that could save their position because nothing would require the president
to have acted any differently than he did.” During the hearing, the trial court questioned plaintiffs’
counsel about provisions in Robert’s Rules of Order that required President Michael to recognize
Gunden. Plaintiffs’ counsel admitted that he could not identify any provision in Robert’s Rules of
Order that prescribed that requirement.
Additionally, plaintiffs assert that they “provided further allegations that their actions were
appropriate on the basis of procedures authorized under Robert’s Rules of Order or, at the very
least, were authorized by the phrase ‘subject to the will of the membership’ in the Bylaws.” First,
plaintiffs do not identify when or where those allegations were made, and a review of the complaint
does not reveal any such allegations. Second, their contention that governing sources authorized
their actions is a legal conclusion, rather than a factual allegation. Accordingly, the trial court was
not required to accept it as true for the purpose of summary disposition analysis. Davis, 269 Mich
App at 379 n 1. In sum, the record reflects that the trial court did not commit any of the errors that
plaintiffs allege on appeal.
Beyond the specific issues plaintiffs present on appeal, the record establishes that the trial
court appropriately awarded summary disposition to defendants under MCR 2.116(C)(8). In their
motion, defendants argued that, as a matter of law, the complaint failed to establish that plaintiffs
adhered to the procedures required to bring a motion to the floor at the June 5, 2023 meeting as
outlined in the COC constitution and bylaws, and they failed to adhere to the prescribed procedures
for removing COC board members or appointing new board members. Defendants correctly note
that the bylaws gave President Michael the authority to “preside at all regular and Governing Board
of Directors meeting[s] . . . .” Auburn Area Chamber of Commerce Bylaws, Art VI, § 1. Plaintiffs
have not cited a provision in Robert’s Rules of Order that required President Michael to recognize
Gunden at the June, 5, 2023 meeting, or authorized Gunden to make a motion and call for a vote
without being recognized.
The trial court questioned plaintiffs’ counsel on that issue, asking him to identify a section
of Robert’s Rules of Order that required President Michael to recognize Gunden and his attempted
motions. Plaintiffs’ attorney opined that, “pursuant to Robert’s Rules, if someone rises, they need
to be at least recognized to be heard . . . .” But in response to questioning from the trial court, he
acknowledged that he could not cite any provision in Robert’s Rules of Order that prescribed that
requirement. Instead, he simply contended that it was “common sense.” In light of that exchange,
the trial court did not err when it ruled that no portion of Robert’s Rules of Order required President

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Michael to recognize 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 fact that the bylaws state that the board has “control and management
of the organization, subject to the will of the membership,” Auburn Area Chamber of Commerce
Bylaws, Art III, § 2, does not provide support for plaintiffs’ argument that President Michael was
obligated to respond to Gunden’s actions.
Plaintiffs’ attempts to remove the board members and install themselves as the new board
were unsupported by legal authority. Even if President Michael improperly adjourned the meeting,
plaintiffs have not identified anything in Robert’s Rules of Order, or any other governing authority,
that gave them the power to leave the meeting, go to a separate location without the elected board,
and conduct COC business in a purported continuation of the original meeting. Indeed, such a rule
could lead to bizarre consequences in the event of an improperly adjourned meeting, which could
enable attendees to leave the meeting venue, conduct their own meeting at a different location, and
vote to remove the existing board.
Plaintiffs’ counsel told the trial court that plaintiffs were “empowered to finish the meeting
pursuant to Robert’s Rules . . . .” He further asserted that even though the bylaws require the board
to fill a vacancy, plaintiffs had the authority to do that because of the phrase “subject to the will of
the membership” in the bylaws. But as we have decided, that phrase in the bylaws does not provide
sweeping authorization for any action that a member desires to undertake. The trial court properly
rejected the theory that such a vague phrase authorized such drastic actions by members, especially
when the authority to fill vacancies on the board is expressly bestowed on the board in the bylaws.
Auburn Area Chamber of Commerce Bylaws, Art III, § 2. Consequently, the trial court’s decision
to award summary disposition to defendants under MCR 2.116(C)(8) was proper.
B. LEAVE TO AMEND
Plaintiffs insist that the trial court erred by denying their request for leave to amend their
complaint in the wake of the award of summary disposition under MCR 2.116(C)(8). Resolution
of a motion to amend the pleadings is “within the sound discretion of the trial court and reversal
is only appropriate when the trial court abuses that discretion.” Weymers v Khera, 454 Mich 639,
654; 563 NW2d 647 (1997). If a trial court grants summary disposition under MCR 2.116(C)(8),
(9), or (10), then the trial “court shall give the parties an opportunity to amend their pleadings as
provided by MCR 2.118, unless the evidence then before the court shows that amendment would
not be justified.” MCR 2.116(I)(5). Amendment of a complaint “would not be justified if it would
be futile.” Ormsby v Capital Welding, Inc, 471 Mich 45, 53; 684 NW2d 320 (2004). Amendments
“must be filed in writing, dated, and numbered consecutively, and must comply with MCR 2.113.”
MCR 2.118(A)(4).
If a plaintiff does not submit written proposed amendments, but instead only makes an oral
request for leave to amend after the trial court grants summary disposition to defendant under MCR
2.116(C)(8), the trial court does not abuse its discretion by denying that request. Lown v JJ Eaton
Place, 235 Mich App 721, 726; 598 NW2d 633 (1999). Indeed, if “a plaintiff does not present its
proposed amended complaint to the court, there is no way to determine whether an amendment is
justified.” Anton, Sowerby & Assoc, Inc v Mr. C’s Lake Orion, LLC, 309 Mich App 535, 551; 872
NW2d 699 (2015).

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Here, plaintiffs first referred to the possibility of amending their complaint in their response
to defendants’ motion for summary disposition. There, plaintiffs acknowledged that the complaint
did not “expressly state what Gunden was attempting to accomplish,” but they promised that “such
an assertion will be put forth in a subsequent amended complaint.” Plaintiffs briefly mentioned
amending their complaint on several occasions at the hearing on defendants’ summary disposition
motion. But at the end of the hearing, the trial court denied plaintiffs’ request because it was futile.
See Ormsby, 471 Mich at 53.
At no point did plaintiffs submit a proposed amended complaint. Therefore, they 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, and “there is no way to determine whether
an amendment is justified.” Anton, Sowerby & Assoc, 309 Mich App at 551. In light of plaintiffs’
failure to comply with the requirement set forth in MCR 2.118(A)(4), the trial court did not commit
an abuse of its discretion by denying plaintiffs’ request to amend their complaint. See Lown, 235
Mich App at 725-726.
Affirmed.
/s/ Christopher P. Yates
/s/ Mark T. Boonstra
/s/ Adrienne N. Young

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