Sawgrass Ridge Condominium Association v. Louis J Alarie, 335144

Sawgrass Ridge Condominium Association (plaintiff) sued unit owners Louis and Marilyn Alarie (defendants) for modifying their deck without required approvals under the condominium instruments.
The condominium is governed by a recorded master deed and bylaws that require prior written Board approval for unit exterior alterations and require a majority of co-owners to approve any civil action proposed by the Board before suit is filed.
The Board authorized filing suit before it was filed; after filing, a written “consent resolution” signed by a majority of co-owners ratified the Board’s decision and waived formal meeting/notice.
The trial court granted plaintiff summary disposition under MCR 2.116(C)(10), concluding the post-filing written consents validated the suit.
The Court of Appeals reversed, holding the bylaws require co-owner approval obtained at a duly called and held members’ meeting prior to commencing litigation; the post-filing written consent did not satisfy those formalities.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Board approval alone authorized the Association to file suit	Board authorization permitted suit; Board already approved litigation	Bylaws require prior approval of a majority of co-owners, not just the Board	Board approval alone insufficient; bylaws require co-owner approval
Whether post-filing written consent (member signature form) ratified suit despite no meeting	Post-filing written consents (under Nonprofit Corp. Act) ratified and validated the action	Ratification must follow the same formalities as authorization; bylaws require approval at a duly called and held meeting	Post-filing consent did not meet bylaws’ meeting-and-vote formalities and cannot ratify the suit
Whether statutory corporate consent provision overrides restrictive bylaws	Cites MCL 450.2407(3) allowing action by written consent without meeting	Bylaws control; parties may require stricter formalities than statute permits	Bylaws control; nonprofit-act provision does not override recorded bylaws requiring meeting vote

Tuscany Grove Ass’n v. Peraino, 311 Mich. App. 389 (2015) (bylaws recorded in condominium instruments govern administration and required formalities for member approval)
DeFrain v. State Farm Mut. Auto. Ins. Co., 491 Mich. 359 (2012) (contract interpretation principles; give words ordinary meaning and avoid nugatory constructions)
Altman v. Meridian Twp., 439 Mich. 623 (1992) (rules for construing statutory and contractual language)
Rosswood v. Brentwood Farms Dev., Inc., 251 Mich. App. 652 (2002) (master deed and bylaws function as contract between owners and association)
David v. Serges, 373 Mich. 442 (1964) (principle that ratification can validate unauthorized agent acts but must observe required formalities)