The Woodbine Improvement Association
What it is, what it isn't, and what to do about it.
What the WIA actually is
In Michigan, anyone can form a nonprofit corporation for almost any lawful purpose — a book club, a neighborhood watch, a group that maintains a park entrance. You file articles of incorporation with the state, pay a small fee, and you have a legal entity. It can open a bank account, enter contracts, and collect voluntary dues from its members. What it cannot do is force people to join, or compel non-members to pay it money.
That's what the Woodbine Improvement Association is. In 1953, a group of residents on Wildwood Trail incorporated a nonprofit to "promote and preserve the best interests of the members of the corporation." It started with $6 in cash and no property. Over 73 years it has organized community events, maintained the subdivision entrance signs, and collected dues — originally voluntary, though since 2009 leadership has claimed they are mandatory for newer residents. At various points it has had as few as two active board members and as many as five. It is, in every legal sense, a volunteer club.
This is fundamentally different from a homeowners association (HOA), which is typically established by a developer at the time a subdivision is platted, with mandatory membership and assessment authority written into recorded covenants that bind every lot. The WIA has none of that infrastructure — but since 2008, it has described itself as a "Homeowners Association" on state filings and its website, and its 2009 bylaws claim authority (mandatory dues, tax liens, non-terminable membership) that a volunteer nonprofit simply does not have.
Key facts
- •A voluntary improvement association incorporated in 1953, with new bylaws adopted in 2009 by the Pizzuti/Baker leadership team
- •Incorporated as a Michigan nonprofit since January 26, 1953 (LARA ID 800828846). Corporate existence lapsed ~1983, renewed June 11, 1986 with perpetual term.
- •Articles of incorporation have never been amended — they contain no assessment authority, no lien rights, and no mandatory membership provision
- •Its 2009 bylaws claim mandatory membership for post-2009 residents and reference 'tax lien' authority
- •Current annual dues are $30
- •At reactivation, membership was roughly 30-40 homes out of 145 (~22%). As of 2009, about 52% of homes were members.
"Honey Brown (WIA President) has confirmed Woodbine has 'an Improvement Association, not an HOA' — with no enforcement power beyond city guidelines, no lien authority, and not all residents required to pay."
What the WIA can and can't do
What the WIA CAN do
- ✓Enforce existing recorded deed restrictions in court (Hammond Lake Estates, 2006 — even voluntary associations with ~65-70% membership have standing)
- ✓Enter contracts, manage funds, obtain insurance
- ✓Organize community events and maintain entrance landscaping
- ✓Already incorporated as a Michigan nonprofit (since 1953) — has corporate liability protection under MCL 450.2209
- ✓Report code violations to the city (same right as any individual resident)
- ✓Condition membership benefits on payment of dues
What the WIA CANNOT do
- ✗Compel dues from unwilling homeowners
- ✗Place liens on property for unpaid assessments
- ✗Create new obligations that run with the land
- ✗Exercise 'tax lien' authority — a private association cannot create tax liens
- ✗Make membership mandatory through its own bylaws
- ✗Bind non-members to its rules or financial obligations
- ✗Transfer membership automatically to home buyers
Who is governed by what?
| Category | Bound? | Details |
|---|---|---|
| Voluntary members who chose to join | Yes | Governed by bylaws as internal club rules — can resign at any time |
| Post-2009 buyers told membership was mandatory | No | Not legally bound. Mandatory membership claim is unenforceable. You can resign. |
| Pre-2009 residents who never joined | No | Not governed at all. Never had any obligation to the WIA. |
| All homeowners (regardless of WIA membership) | Yes | Bound by the recorded deed restrictions — a completely separate instrument from the WIA bylaws. Any lot owner can enforce these, with or without the WIA. |
State records (LARA)
Corporate Identity
- Incorporated
- January 26, 1953
- LARA ID
- 800828846
- Original Assets
- Cash $6.00; no real property
- Corporate Term
- Perpetual (since June 11, 1986 renewal)
- Purpose
- To promote and preserve the best interests of the members of the corporation as residents and owners of real estate in the Woodbine Subdivision, Oakland County, Michigan.
Incorporated January 26, 1953 — articles never amended
The articles of incorporation state the purpose is to serve "To promote and preserve the best interests of the members of the corporation as residents and owners of real estate in the Woodbine Subdivision, Oakland County, Michigan.members of the corporation" — not all homeowners. In 73 years, no amendment has added assessment authority, lien rights, or mandatory membership.
2009 bylaws adoption was not reported to LARA
The 2009 annual filing certified "no changes" despite adopting entirely new bylaws that claimed mandatory membership, tax lien authority, and non-terminable membership — provisions far beyond what the articles authorize.
Purpose description gradually relabeled
The description on state forms shifted from "members of the corporation" (1953) to "Homeowners Association" (2008+) without amending the articles.
Why this matters
This wasn't a single jump — it was a gradual slide across three stages. The 1953 articles say "members of the corporation" (people who chose to join). By 1994, someone wrote "all members of Woodbine Subdivision" — subtly conflating membership with residency, as if living in the subdivision makes you a member. Then in 2008, it became "Homeowners Association" outright — claiming HOA status.
In Michigan, a homeowners association with actual enforcement power — mandatory dues, lien rights, binding rules — must be created through recorded covenants that run with the land, typically filed by the developer at the time of platting and recorded with the Register of Deeds. The WIA has none of this. What happened here is that someone typed "RESIDENTIALL HOMEOWNERS ASSOCIATION" into a self-description field on a LARA annual report form. That field has no legal effect — it doesn't amend the articles of incorporation, create recorded covenants, or grant any new authority. But it creates the appearance of HOA authority to homeowners who don't know the difference.
This branding extends to the WIA's own website (woodbinesub.com), which labels the deed restrictions as "HOA Restrictions." The deed restrictions date to 1946 — seven years before the WIA was even incorporated — and have nothing to do with any association. Any lot owner can enforce them independently, with or without the WIA. Calling them "HOA Restrictions" reinforces the false impression that the WIA controls them.
| Year | Purpose Description | Source |
|---|---|---|
| 1953 | To promote and preserve the best interests of the members of the corporation | Articles of Incorporation |
| 1994 | To act for the mutual benefit of all members of Woodbine Subdivision | 1994 Annual Report |
| 2008 | RESIDENTIALL HOMEOWNERS ASSOCIATION [sic] | 2008 Annual Report |
| 2010–2025 | Homeowners Association / Home Owners Association | 2024 Annual Report |
Elements absent from all filings (1953–2025)
- ✗Amended articles adding assessment authority
- ✗Amended articles adding lien rights
- ✗Amended articles adding mandatory membership
- ✗Any filing referencing recorded CC&Rs or deed restrictions
- ✗Any filing referencing authority over non-member homeowners
- ✗Any filing amending the corporate purpose beyond serving 'members'
- ✗Any filing reflecting the 2009 bylaws or their adoption
What leadership has claimed
Claimed: "Bylaws were 'completely re-written and approved by the entire membership'"
Reality: Member-approved bylaws cannot create obligations for non-members
Claimed: "'Majority vote of the members... is our authority, along with Attorneys that checked our wording'"
Reality: Any lot owner has standing to enforce deed restrictions regardless of any association
Claimed: "'The Code Restrictions is not part of the by-laws but they can only be enforced by an Association by-laws'"
Reality: Withholding bylaws from non-members violates MCL 450.2487 — the WIA is an incorporated Michigan nonprofit
Claimed: "Membership required to receive copies of bylaws"
Reality: Attorney review claim is unverified
Claimed: "The Improvement Association 'was established on January 1, 2009'"
Reality: No legal obligation exists for post-2009 residents to pay dues
Claimed: "'Any resident who moved in after January 1, 2009 are required to pay the dues'"
Reality: Brown herself acknowledged that other HOAs 'established at the time their subdivision was created have rights to place liens' — implicitly recognizing WIA lacks this authority
Governance issues
Board below required minimum
Bylaws require 4 directors. Board has had only 2–3 since 2018.
Timeframe: 2018–present (7+ years)
Multiple offices held by one person
Honey Brown currently holds President, Treasurer, and Director simultaneously. Bylaws permit only the Secretary/Treasurer combination (Art. VII, Sec. 7).
Timeframe: 2019–present
Purpose description drift
Articles say 'members of the corporation.' Annual reports now say 'Homeowners Association.' No amendment was filed.
Timeframe: 2008–present
2009 bylaws not reported to LARA
The 2009 annual filing certified 'no changes' despite adopting entirely new bylaws that same year.
Timeframe: 2009
Board size deficit by year
| Year | Actual | Required | Directors |
|---|---|---|---|
| 2018 | 3 | 4 | Brown, Langer, Lau |
| 2019 | 2 | 4 | Brown, Lau (+ 1 vacant) |
| 2020–2021 | 2 | 4 | Brown, Lau (no changes from 2019) |
| 2022–2025 | 3 | 4 | Brown, Sopuch, Lau/Nickson |
Leadership history
| Era | Years | Key Leaders | Notes |
|---|---|---|---|
| Founding | 1953 | Donovan, Miller, Morgan, Avery, Begian | Original incorporators |
| 1950s–1960s | ~1955–1970 | Miller, Reeder, Martin, Dingman | Agent changes only; no annual reports available |
| 1970s | 1970–1980 | Dingman, Gabler, Westbrook, Kennedy | Agent changes only |
| Renewal | 1986–1994 | Pickering, Rasmussen, Berard, Perkins, Nowicki | Corporation renewed after expiration |
| Dormancy | ~1995–2007 | McCormick (agent only) | Minimal activity; 'no changes' filings |
| Pizzuti/Baker | 2008–2015 | Pizzuti, Baker, Howell, Schmidt | 2009 bylaws adopted during this era |
| Brown/Lau | 2015–present | Brown, Lau, Sopuch | Current leadership; 2–3 person operation |
How to exit
You can resign from the WIA at any time by written notice. No permission is needed, and no penalty can be imposed.
Steps to resign
- Write a brief letter stating that you are resigning your membership in the Woodbine Improvement Association, effective immediately.
- Send the letter to the WIA board — email is fine, but a mailed copy (with proof of delivery) creates a paper trail.
- Keep a copy for your records.
- You are under no obligation to explain your reasons or seek approval.
What the WIA cannot do in response
- ✗Place a lien on your property for unpaid dues
- ✗Report you to credit agencies
- ✗Take any enforcement action against you for non-payment
- ✗Prevent you from using public roads, city services, or any municipal amenity
- ✗Prevent you or any lot owner from enforcing the recorded deed restrictions independently
Paid dues under misrepresentation?
If you paid dues based on the representation that they were mandatory, that is a separate question worth discussing with an attorney. A claim under the Michigan Consumer Protection Act (MCL 445.903) may apply when a business or organization misrepresents that a payment is legally required when it is not.
Sample resignation letter
[Your Name] [Your Address] [Date] Woodbine Improvement Association [WIA Address] To the Board of Directors: I am writing to notify you that I am resigning my membership in the Woodbine Improvement Association, effective immediately. Please confirm receipt of this notice. Sincerely, [Your Name]