The Dues Claim
An analysis of the WIA bylaws and the mandatory dues claim. For background on the WIA itself, see the WIA page.
WIA dues are not legally mandatory
The authority to impose mandatory assessments must originate in recorded covenants that run with the land. Woodbine's recorded restrictions contain no language about mandatory dues, assessments, or a common maintenance fund. The WIA's internally drafted bylaws cannot manufacture this authority.
Why the dues aren't legally mandatory
- •The recorded deed restrictions say nothing about dues, assessments, or membership fees
- •The only financial provisions are: (1) the Committee may abate violations at the owner's expense, and (2) utility companies must restore damage at their own cost
- •Under Conlin v. Upton (2015), adding mandatory assessments to existing covenants requires unanimous consent of ALL property owners — and Woodbine's restrictions have no amendment provision
- •The WIA's Section 8 allows 75% to release (remove) restrictions, but is silent on adding new ones
- •Even 75% cannot vote to impose mandatory dues — all 140 homeowners would need to agree
- •Member-approved bylaws cannot bind non-members or create obligations that run with the land
The WIA can request voluntary contributions. It can condition membership benefits on payment. But it cannot legally compel payment from homeowners who choose not to join.
Conlin v. Upton, 313 Mich App 243 (2015) — the controlling case
A property owner cannot be bound by a restrictive covenant the owner or its predecessors did not consent to.
Key distinction: A 'release' provision (allowing removal of restrictions) is legally distinct from an 'amendment' provision (allowing addition/modification). Where no amendment provision exists, unanimous consent is required to add new restrictions — including mandatory assessments.
Application to Woodbine: Woodbine's Section 8 allows 75% of owners to release restrictions. It is silent on adding new ones. Under Conlin, this means even 75% cannot vote to impose mandatory dues. All 140 homeowners would need to agree.
About the document itself
Before examining what the bylaws say, it's worth understanding what the document actually is:
- •Created as a Microsoft Word file (BYLAWS.doc), printed and scanned on a Canon MX920 in January 2013
- •Adopted March 7, 2009 by 'majority of the resident membership' — roughly 30–40 people out of 145 homes
- •No actual signatures appear in the distributed PDF — a note reads: 'SIGNATURES ON FILE WITH MASTER COPY'
- •No notarization (not required for internal bylaws per MCL 450.2132, but required to record with the Register of Deeds as a covenant running with the land)
- •Not recorded with Oakland County Register of Deeds — no liber number, page number, or document number anywhere in the document
- •References 'Articles of Incorporation' — LARA records confirm these exist (filed 1953) but contain no assessment authority, lien rights, or mandatory membership
The bylaws under a microscope
The WIA bylaws (adopted March 7, 2009) use formal legal formatting — numbered articles, defined terms, officer titles — to create the appearance of binding legal authority. Here are the key provisions and what they actually mean:
"This document shall replace any previous Association representing the Woodbine Subdivision."
Legally meaningless. LARA records show the WIA was incorporated as a Michigan nonprofit in 1953 — the 2009 bylaws didn't create a new organization, they adopted new rules for an existing 56-year-old corporation. A group of neighbors cannot extinguish a prior legal entity by declaring so in a Word document.
"The purpose of this Association is to be responsible for the control and maintenance of the Common Areas, establish and collect Annual Dues, and promote the best interests of the property owners within the subdivision by enforcing these By-Laws and Restrictions."
Stating a purpose does not create the legal authority to accomplish it. The association can maintain common areas using voluntarily collected funds. It cannot 'enforce' bylaws against non-members. Its ability to enforce the recorded deed restrictions is limited to filing a lawsuit — a right shared by every individual lot owner regardless of whether the association exists.
"Association membership shall not be mandatory for residents living in the Woodbine subdivision before January 1, 2009."
Straightforward and accurate — pre-2009 residents are not required to join.
"Association Membership is mandatory for all residents that move in after January 1, 2009 and subject to the dues and requirements of these by-laws."
Unenforceable. A voluntary association cannot declare through its own bylaws that future purchasers are mandatory members. Under Conlin v. Upton, adding any new obligation requires unanimous consent of all homeowners. The March 2009 vote by ~30-40 members cannot bind the other 100+ homeowners or any future purchaser.
"When an Active Member moves out of the subdivision, the Active membership is automatically transferred to the new owner and Active membership continues until December 31 of the current year."
Unenforceable. This attempts to make membership run with the land — a characteristic of recorded covenants, not voluntary association bylaws. A buyer who never signed anything has no contractual relationship with the WIA. The bylaws are not recorded in land records and create no encumbrance on property.
"Membership in the Woodbine Improvement Association shall not be terminated."
Likely unconscionable under Michigan contract law. A perpetual, non-terminable obligation to a private organization with no exit would almost certainly be struck down. See Clark v. DaimlerChrysler Corp., 268 Mich App 138 (2005).
"Non-payment of dues or other arrearages may be attached as a tax lien on the property."
This is false and potentially illegal. Tax liens are exclusively governmental instruments — only county treasurers, the Michigan Department of Treasury, and the IRS can place tax liens. Even a properly formed HOA with recorded CC&Rs can only place a private association lien, not a tax lien. Representing that $47 annual dues can result in a tax lien is a false statement of legal authority that could constitute an unfair or deceptive practice under the Michigan Consumer Protection Act (MCL 445.903).
"The membership dues, as determined annually by the Board, shall be due and payable during the months of January, February, and March of each year. Dues paid after March 31 are considered late and will be assessed an additional penalty of $15."
Enforceable only against voluntary members who agreed to the bylaws. A non-member owes nothing and cannot be assessed a late penalty on a debt that does not exist.
"Should any member remain in arrears for a period in excess of thirty (30) days, he/she shall, without action of the Association or Board, be automatically suspended and denied any and all privileges of the Association."
Internally consistent — if you don't pay club dues, you lose club privileges. This is the actual extent of the association's enforcement power.
"A Quorum of 51% of the membership present is required to vote on these amendments. These By-Laws may be amended, at a regular or special meeting by a 2/3 vote of the members present."
This means the bylaws could be amended by as few as ~34% of total members (51% quorum × 2/3 vote). Since voluntary members are only a fraction of 140 homeowners, decisions affecting the whole subdivision's governance document could be made by a tiny group. This provision governs amendments to the bylaws — not the recorded deed restrictions, which require unanimous consent under Conlin v. Upton.
Drafting problem: 'residents,' 'members,' and 'owners' used interchangeably
| Term | Definition in Bylaws | Used For |
|---|---|---|
| Owner | Record owner of a lot in the subdivision (Art. II, Sec. 5) | Electing directors, defining who can be a director |
| Member | Adult living in a household where dues are current (Art. II, Sec. 6) | Voting rights, meeting participation |
| Resident | Not defined anywhere in the bylaws | Triggering 'mandatory' membership (Art. III, Sec. 2) |
The bylaws use 'residents,' 'members,' and 'owners' interchangeably — but define them differently. The mandatory membership provision (Art. III, Sec. 2) is triggered for 'residents,' but a renter who moves in is a 'resident' but not an 'Owner.' An adult child living with parents may be a 'Member' but not an 'Owner.' When a document claims to create mandatory financial obligations, courts scrutinize the precision of its language. This kind of inconsistency suggests the drafters did not carefully consider who the obligation was intended to bind.
Pattern of overclaimed authority
Over 17 years (2009–2026), WIA leadership has consistently claimed authority it does not have:
| Date | Source | Claim | Reality |
|---|---|---|---|
| March 7, 2009 | Bylaws, Art. III, Sec. 2 | Post-2009 membership is mandatory | No legal mechanism creates this obligation |
| March 7, 2009 | Bylaws, Art. III, Sec. 6 | Non-payment results in tax lien | Association cannot place tax liens |
| March 7, 2009 | Bylaws, Art. III, Sec. 6 | Membership cannot be terminated | Unconscionable; unenforceable |
| March 7, 2009 | Bylaws, Art. III, Sec. 5 | Membership transfers automatically to buyers | Bylaws cannot bind non-consenting purchasers |
| February 6, 2012 | Bob Baker email (VP) | Implies dues are mandatory; cites bylaw revision as authority | Bylaws bind only voluntary members; attorney review unverified |
| February 6, 2012 | Bob Baker email (VP) | Bylaws restricted to paid members | Violates MCL 450.2487 — WIA is an incorporated Michigan nonprofit and must make bylaws available |
| March 23, 2026 | Honey Brown email (President) | Post-2009 residents 'are required to pay the dues' | False — no legal obligation exists |
What would be needed to create legal authority
| Element | Required For | Present? |
|---|---|---|
| Articles of incorporation amended to add assessment authority | Legal basis for mandatory dues | No |
| Notary acknowledgment | Recording with Register of Deeds | No |
| Recording with Oakland County Register of Deeds | Creating obligations that run with the land | No |
| Liber/document number | Proving recording occurred | No |
| Unanimous consent of all 145 homeowners | Adding new obligations to existing covenants (Conlin v. Upton) | No |
| Individual signed agreements from each homeowner | Creating personal contractual obligations | No |
| Statutory authorization (e.g., SAD) | Government-backed assessment authority | No |
| Attorney attestation or legal review certification | Verifying legal validity of provisions (claimed by Baker in 2012, unverified) | No |