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### STATE OF MICHIGAN

COURT OF APPEALS

MICHIGAN CHARITABLE GAMING ASSOCIATION, AIM HIGH PROCEEDS, LLC, ALL 4 PLAY, LLC, RIVER LOUNGE, MICHIGAN JAYCEES, KIWANIS CLUB OF HASTINGS, VETERANS OF FOREIGN WARS OF THE UNITED STATES POST #702, SOUTH LYON POST 338 AMERICAN LEGION,

ALLENDALE LIONS CLU B, MICHIGAN PUG RESCUE, GRANT ATHLETIC BOOSTERS CLUB, AMERICAN GI FORUM DETROIT, TEAM DIAMOND BMX, GOLDEN RETRIEVER RESCUE OF MICHIGAN, and A-1 BINGO SUPPLIES & GAMES,

Plaintiffs-Appellees, FOR PUBLICATION May 28, 2015

9:05 a.m.

v No. 323410

Court of Claims STATE OF MICHIGAN, GAMING CONTROL BOARD, and GAMING CONTROL BOARD/EXECUTIVE DIRECTOR, LC No. 14-000112-MZ

Defendants-Appellants.

Before: J ANSEN , P.J., and M ETER and B ECKERING , JJ.

B ECKERING

, J.

Defendants, the State of Michigan, Gaming Control Board, and G aming Control Board/Executive Director, appeal as of right the order of the C ourt of Claims granting summary disposition under MCR 2.116(C)(10) to plaintiffs, Michigan Char itable Gaming Association, et
al. , and enjoining recently promulg ated administrative rules governing “millionaire parties”—a form of casino-style charitable gambling. We reverse the rulin g of the Court of Claims, vacate the injunction, and remand f or further proceedings.

I. PERTINENT FACTS AND PROCEDURAL HISTORY

This appeal concerns administrative rules that went into effec t on May 14, 2014, and the process by which those rules were promulgated. After conductin g an investigation into-2- millionaire parties, Richard Kalm, the Gaming Control Board Exe cutive Director, and the Gaming Control Board (the agency) , concluded that stricter regu lations were necessary. In

accordance with the Administra tive Procedures Act, MCL 24.201 et seq. (APA), the agency filed a request for rule-making authorit y with the Office of Regulato ry Reinvention (ORR) pursuant to MCL 24.239 to promulgate new rules to govern millionaire partie s. Upon ORR granting the request, the agency submitted a set of proposed rules, which OR R approved on September 20, 2013. Thereafter, the agency submitted a regulatory impact sta tement and a cost-benefit analysis, which were approved on October 8, 2013. The Legislat ive Services Bureau (LSB) returned the rules, with edits, on November 4, 2013, and the ru les were resubmitted to ORR with a draft public hearing noti ce. On November 22, 2013, a public hearing was held.

Based on comments made at the public hearing, the agency made several changes to the proposed rules that would lessen the regulatory burden on the i ndustry. After certification from ORR and LSB, the agency submitted the rule set to the Legislatu re’s Joint Committee on Administrative Rules (JCAR). J CAR held a hearing attended by t he agency and members of the public. Following the hearing, JCAR Chair, Senator John Pappag eorge, suggested that the rules be withdrawn so further changes could be made to address concerns raised by the public. Kalm and Pappageorge agreed that if the rules were withdrawn, amende d, and resubmitted, JCAR would not object to the rules, and they would go into effect. After withdrawing the rules, the agency made the following changes that affected 3 of the 50 pro posed rules:

1. The Executive Director was authorized to grant up to two mil lionaire party licenses per day per location instead of one;

2. All expenses had to be necessary and reasonable and could no t exceed 45% of the gross profits from an event, instead of 35%; and

3. The rule requiring a charity to conduct its millionaire part y in its county or adjacent county was eliminated.

According to defendants, these changes were based on public com ment.

Thereafter, the agency resubmitted the 2 remaining altered rul es and the 47 unaltered rules to JCAR, along with an ame nded agency report to reflect the changes. Once again, the rules were certified by LSB and ORR. After JCAR did not take a ction within the time period for doing so, the rules were submitted to the Secretary of State onMay 14, 2014. ORR filed the rules with the Office of the Great Seal on that same day. The rules were subsequently published in the Michigan Register on June 1, 2014.

The withdrawal, changes, and resubmission process in the prece ding paragraph serve as the basis for this appeal. Specifically, plaintiffs contend th at pursuant to MCL 24.245a(7), the rules could not be amended after they were withdrawn from consi deration by JCAR. Defendants contend that the APA provides fo r the very procedure implemente d in this case.

On May 22, 2014, plaintiffs initiated the instant proceedings by filing a complaint in the Court of Claims. Pertinent to this appeal, they alleged that the agency failed to comply with Sections § 241, § 242, and § 245 of the APA with respect to the amended rules. They claimed that the agency failed to hold apublic hearing on the new rule s and that the agency failed to issue-3- a new regulatory impact statement or small business impact stat ement. In addition to filing their complaint, plaintiffs moved the Court of Claims for a prelimina ry injunction. On May 30, 2014, the Court of Claims issued a preliminary injunction enjoining t he enforcement of the new rules, finding, in pertinent part, that p laintiffs were likely to succ eed on the merits of t heir challenge.

On July 10, 2014, plaintiffs filed a motion for summary dispos ition under MCR 2.116(C)(10). Defendants filed a cross-motion for partial summ ary disposition under MCR 2.116(C)(10), asserting that the rules were properly promulgate d. They contended that considering the text of the APA as a whole, the act does not re quire an agency to hold a second period of public comment or prepare a second regulatory impact statement before resubmitting amended rules to JCAR. Defendants argued that if the Legislature had intended to require an agency to hold a second public hearing or submit a second regul atory impact statement before resubmitting rules to JCAR, it would have included such languag e in the statute. Defendants argued that the only rational rea son for the withdrawal-and-res ubmission provision is to allow an agency to make changes in response to JCAR suggestions. As an alternative, defendants argued that even if plaintiffs were correct in their interpretation of the APA, only 3 of the proposed 50 rules had been amended, so the remaining 47 rules were properly promulgated and should be upheld.

On August 7, 2014, the Court of Claims granted plaintiffs’ mot ion for summary disposition pursuant to MCR 2.116( C)(10), finding the promulgat ed rules were invalid, and dismissing as moot the remainder of plaintiffs’ challenges. Th e court analyzed MCL 24.245a, which provides:

(7) An agency may withdraw a prop osed rule under the following conditions:

(a) With permission of the comm ittee chair and alternate chair, the agency may withdraw the rule and resubmit it. If permission to withdraw i s granted, the 15- session-day time period describe d in subsection (1) is tolled u ntil the rule is resubmitted, except that the committee shall have at least 6 se ssion days after

resubmission to consider the resubmitted rule.

(b) Without permission of the committee chair and alternate cha ir, the agency may withdraw the rule and res ubmit it. If permission to withdr aw is not granted, a new and untolled 15-session-day time period described in subs ection (1) shall begin upon resubmission of the rule to the committee for consid eration.

The court reasoned that MCL 24.245a(7)(a)’s reference to “it” with regard to the rule that is withdrawn and can be resubmitted, “grammatically refers to t he proposed rule that the agency

withdrew.” This meant that a rule that was resubmitted under t he statute had to be the same as the rule that had been originally submitted to JCAR. As it ind icated in granting a preliminary injunction, the court explained th at it was “not persuaded by d efendants’ argument that an agency may withdraw a rule, change it, and ‘resubmit’ the chang ed rule to JCAR under § 45a(7).” Reviewing the rule-making process under the APA, th e court agreed with defendants that the APA allows an agency to make changes in proposed rules during the proceeding, such as after the public hearing, as MC L 24.245(2) expressly specifies changes in the proposed rules-4- made after the public hearing. However, the court opined, “tha t does not mean that the APA allows the changes to be made at any time the agency wants.”

In reaching its conclusion, the court examined the history of the APA provisions governing withdrawal and resubmission and concluded that the ac t’s history supported its holding. Prior to 1999 PA 262, which enacted the provision at issue in this case, MCL 24.245(11) expressly permitted resubmission of a rule “ with changes following a committee meeting on the proposed rule or with minor modifications .” (Emphasis added). The former version of the statute also specified that “[a] resubmitted rul e is a new filing and subject to this section but is not subject to f urther notice and hearing . . . .” The court further noted that a legislative bill analysis explained that the 1999 amendments to the APA were designed to eliminate the former process for JCAR approval and replace it w ith an entirely new process. With this backdrop in mind, the court reasoned that the Legisla ture, in enacting 1999 PA 262, did not intend to allow an agency to withdraw, modify, and resubmit rules under MCL 24.245a(7). “Rather, the statute r equires either a resubmissio n of ‘it’ (i.e., the same rules) or reinitiation of the processing method.”

The court found unpersuasive affidavits from the manager of ORR and the deputy director for the Department of L icensing and Regulatory Affairs , which is the department in which ORR is housed. The affidavits contained statements by th e individuals noted above indicating that, in past practice, ORR applied MCL 24.245a(7) i n line with defendants’ interpretation of the statute. The court stated that the opini ons of the affiants were not helpful, because “[t]he duty to interpret and apply the law has been all otted to the courts, not to the parties’ expert witnesses.” Hottman v Hottman , 226 Mich App 171, 179; 572 NW2d 259 (1997), and because the affiants did not provide any legal authority or analysis to support their opinions.

The court also rejected defendants’ argument that the 47 unchanged rules were properly promulgated stating, “There is no dispute the rules were proces sed as a set from the inception. Thus, the Gaming Control Board did not submit 50 regulatory imp act statements and cost-benefit analyses; rather, a single one w as prepared that addressed the rule set . . . .” The court rejected defendants’ invitation to view the set as a single rule for pur poses of compliance with the APA’s rulemaking requirements such as a regulatory impact statement, and then view the rules individually when evaluating th e ramifications of the set. The court was not persuaded that “the variable approach that defendant s propose is compatible with th e APA.”

II. STANDARD OF REVIEW

We review de novo the Court of Claims’ decision on a motion fo r summary disposition.

Commerce & Indus Ins Co v Dep’t of Treasury , 301 Mich App 256, 263; 836 NW2d 695 (2013). We also review de novo issues of statutory interpretation. Id. “The primary goal of statutory construction is to give effect t o the Legislature’s intent.” McCormick v Carrier , 487 Mich 180, 191; 795 NW2d 517 (2010).

In determining the intent of the Legislature, this Court must f irst look to the language of the statute. The Court must, first and foremost, i nterpret the language

of a statute in a manner that is consistent with the intent of the Legislature. As far as possible, effect should be giv en to every phrase, clause, an d word in the statute.-5- The statutory language must be read and understood in its gramm atical context,

unless it is clear that somethi ng different was intended. More over, when considering the correct interpret ation, the statute must be rea d as a whole. Individual words and phrases, while important, should be read i n the context of the entire legislative scheme. While defining particular words in statutes, we must consider both the plain meaning of the critical word or ph rase and its placement and purpose in the statutory scheme. A statute must be read in conjunction with other relevant statutes to ensure that the leg islative intent is correctly ascertained. The statute must be interpreted in a ma nner that ensures that it works in harmony with the entire statutory scheme. Mor eover, courts must pay particular attention to statutory amendments, because a cha nge in statutory language is presumed to reflect either a legislative change in the meaning of the statute itself or a desire to clarify the correct interpretatio n of the original statute. [ Bush v Shabahang , 484 Mich 156, 166-167; 772 NW2d 272 (2009) (citations and quotation marks omitted).]

“[I]f the language is clear and unambiguous, it is presumed tha t the Legislature intended the meaning expressed in the statute . Judicial construction of an unambiguous statute is neither required nor permitted.” McCormick , 484 Mich at 191-192.

In addition, “[t]he construction of a statute by a state admin istrative agency charged with administering it is always entitled to the most respectful cons ideration and ought not to be overruled without cogent reasons.” Mich Farm Bureau v Dep’t of Environmental Quality , 292 Mich App 106, 129; 807 NW2d 866 (2011) (citation and quotation marks omitted). See also

Younkin v Zimmer , 497 Mich 7, 10; 857 NW2d 244 (2014) (giving deference to the interpretations of agency offici als who were acting in their of ficial capacities at the time they gave meaning to the term at issue). However, such an interpret ation is not binding on the courts

and cannot conflict with the inten t of the Legislature as expre ssed in the plain language of the

statute. Mich Farm Bureau , 292 Mich App at 130. “Thus, even a longstanding administrati ve interpretation cannot overcome th e plain language of a statute. ” Id.

III. ANALYSIS

A. OVERVIEW OF THE RULE-MAKING PROCESS

The APA governs the creation of “ rules” which include agency r egulations. See MCL 24.207. An agency’s failure to follow the process outlined in the APA renders a rule invalid.

See Faircloth v Family Independence Agency , 232 Mich App 391, 402; 591 NW2d 314 (1998). See also MCL 24.243(1) (mandating “compliance with” the provisi ons of § 242 concerning public notice and “substantial compliance” with § 241, which co ncerns the content of the notice, transmission of copies of the notice to each person who request ed advance notice, and certain procedures for public hearings). To give context to our analys is, we briefly review the rulemaking process set forth in the APA.

An agency wishing to create a rule must first make a request f or rule-making authority to ORR. MCL 24.239. After receiving rule-making approval, the ag ency must submit a draft of the proposed rules to ORR, which gives approval to proceed with a public hearing. MCL-6- 24.239a(1). If ORR grants approval for a public hearing, it “s hall immediately provide a copy of the proposed rules to” JCAR. MCL 24.239a(2). Before adopting a rule, an agency or ORR must provide notice of a public heari ng and offer “an opportunity to present data, views, questions, and arguments.” MCL 24.241(1). In addition to providing notic e to the public, the agency must give notice of the public hearing to “the committee, 1 ” which may in turn, “meet to consider the proposed rule, take testimony, and provide the agency with the committee’s informal response to the rule.” MCL 24.242(5). The agency must also send the propo sed rules to LSB for approval. MCL 24.245(1). At least 28 days before the public hearing, the agency must prepare a regulatory impact statement and small business impact statement and submit them to ORR and JCAR. MCL 24.245(3)-(4).

Following the public hearing and before the agency proposing t he rule has formally adopted 2 the rule, the agency must prepare a report “containing a synop sis of the comments contained in the public hearing record, a copy of the request f or rule-making, and the regulatory impact statement . . . .” MCL 24.245(2). At this point in the process, the APA acknowledges that the agency may make changes to the rules following the pub lic hearing. Specifically, MCL 24.245(2) 3 states that in the agency re port noted above, “the agency shal l describe any changes in the proposed rules that were made by the agency after the publi c hearing.” 4 ORR is required to submit to JCAR copies of the rule, agency reports containing th e request for rule making, a copy of regulatory impact statement s, and certificates of approval f rom LSB and ORR. MCL 24.245(2). Further, ORR must electronically submit to JCAR the documents noted above, plus any agency reports prepared in accordance with the statute. MC L 24.245(2). The agency, too,

1 As used in the APA, “the committee” refers to JCAR. MCL 24.20 3(4).

2 “ ‘Adoption of a rule’ ” means that step in the processing of a rule consisting of the formal action of an agency establishing a rule before its promulgation .” MCL 24.203(1).

3 Section 245(2) provides , in pertinent part:

The office of regulatory reinve ntion shall transmit by notice o f transmittal to [JCAR] copies of the rule, the a gency reports containing the re quest for rulemaking, a copy of the regulatory impact statement, and certific ates of approval from the legislative service bureau and the office of regulator y reinvention. The office of regulatory reinvention shall also electronically subm it to [JCAR] a copy of the rule, any agency reports required under this subsection, any regulatory impact statements required under subsection (3), and any certif icates of approval required under subsection (1). T he agency shall electronicallytransmit to the committee the records described in this subsection within 1 year after the date of the last public hearing on the proposed rule unless the propose d rule is a resubmission under section 45a(7).

4 The act does not contain an affi rmative, express statement tha t the agency may make changes after the public hearing. Howev er, by mandating that the agenc y, at this point “shall describe any changes in the proposed rules that were made by the agency after the public hearing[,]” the APA acknowledges that the agenc y has authority to make changes at this point in the process.-7- must electronically submit the r ecords described above within o ne year of the date of the last public hearing on the proposed rule “unless the proposed rule i s a resubmission under section 45a(7) [5] .”

After it receives the notice of transmittal specified in the p receding paragra ph, JCAR is to take one of three actions within 15 session days. See MCL 24.2 45a(1)-(2). The first such option is to object to the rule. MCL 24.245a(1) provides, in pertinen t part, “[e]xcept as otherwise provided in subsections” 245a(7) and (9), 6 after JCAR receives the “notice of transmittal,” it has 15 session days to consider the r ule and to objec t to the rule by filing a notice of objection, which must be approved by a concurrent majority of committee members. MCL 24.245a(1). JCAR can only object to a rule if it determines that one or more sta tutorily enumerated conditions exist. MCL 24.245a(1)(a)-(g). 7 If JCAR objects within 15 sess ion days, “the committee chair, the alternate chair, or any member of the committee shall cause bil ls to be introduced in both houses of the legislature simultaneous ly. Each house shall place the bill or bills directly on its calendar.” MCL 24.245a(3). The bills referenced in the statut e must contain one or more of the following: (a) a rescission of the rule; (b) a repeal of the st atutory provision authorizing the rule; or (3) a bill staying the effective date of the proposed rule f or up to one year. MCL 24.245a(3)(a)-(c).

As to JCAR’s remaining options, it can elect to waive, by conc urrent majority, the 15 session days. MCL 24.245a(1). If JCAR does so, ORR may immedi ately file the rule with the Secretary of State, and the rule will take effect upon filing. MCL 24.245a(2). Alternatively, if

5 Section 45a(7) refers to MCL 24.245a(7), the section of the st atute at issue.

6 Section 245a(9) requires an agency to withdraw “any rule pendi ng before the committee at the final adjournment of a regular s ession held in an even-numbered year and resubmit that rule. A new and untolled 15-session-day ti me period described in subsec tion (1) shall begin upon

resubmission of the rule to the c ommittee for consideration.”

7 MCL 24.245a(l) provides as follows:

The committee may only approve a notice of objection if the co mmittee affirmatively determines by a concurrent major ity that 1 or more of the follo wing conditions exist:

(a) The agency lacks statut ory authority for the rule.

(b) The agency is exceeding the statutory scope of its rule-ma king authority.

(c) There exists an emergency relating to the public health, s afety, and welfare that would warrant disapprova l of the rule.

(d) The rule conflicts with state law.

(e) A substantial change in circumstances has occurred since e nactment of the law upon which the proposed rule is based.

(f) The rule is arbit rary or capricious.

(g) The rule is unduly burdensome to the public or to a licens ee licensed by the rule.-8- JCAR does nothing within 15 sessio n days, ORR may file the rule with the secretary of state, and the rule will go int o effect. MCL 24.245a(2).

B. WITHDRAWAL UNDER § 245a(7)

As noted, an exception to MCL 24.245a(1) exists when the agenc y elects to withdraw a submission under MCL 24.245a(7). This is the section of the st atute at issue in the instant case. MCL 24.245a(7) provides:

An agency may withdraw a propose d rule under the following cond itions:

(a) With permission of the comm ittee chair and alternate chair, the agency may withdraw the rule and resubmit it. If permission to withdraw i s granted, the 15- session-day time period describe d in subsection (1) is tolled u ntil the rule is resubmitted, except that the committee shall have at least 6 se ssion days after

resubmission to consider the resubmitted rule.

(b) Without permission of the committee chair and alternate cha ir, the agency may withdraw the rule and res ubmit it. If permission to withdr aw is not granted, a new and untolled 15-session-day time period described in subs ection (1) shall begin upon resubmission of the rule to the committee for consid eration.

Here, it is undisputed that th e agency sought and received ORR approval, produced a regulatory impact statement, held a public hearing, sought and received approval from LSB, and submitted the proposed rules to JCAR. The agency withdrew the rules from JCAR with permission in accordance with MCL 24.245a(7)(a). The agency su bsequently removed one of

the rules in the rule set and amended two others before “resubm itting” the entire rule set to JCAR, along with an amended agency report. The only dispute is whether withdrawing a rule and resubmitting an amended version of that rule is permitted u nder § 245a(7).

C. WHETHER CHANGES ARE PERMITTED AFTER WITHDRAWAL

Upon our review of the plain language of the provision at issu e and the rule-making process as a whole, we find that an agency may submit an amende d version of a rule upon resubmission under § 245a(7). At t he outset, we reject plainti ffs’ contentions that § 245a(7)(a)’s use of the phrase, “the agency may withdraw the rule and resubmit it ” supports their interpretation of the act. Plai ntiffs make much of this phrase , contending that the use of the word “it” refers to “the rule” that was submitted, meaning that the resubmitted rule has to be “it,” i.e., the rule that was originally submitted, and cannot include any changes to the rule. Reading the APA as a whole to provide context, we do not agree. Section 24 5a(7) states that “a proposed rule” may be withdrawn, and that if “the rule” is withdrawn, th e agency may resubmit “it.” The APA uses the words “a rule,” “the rule,” “a proposed rule” or “ the proposed rule” to refer to a rule as it moves through the rulemaking process. Given that th ese terms are used interchangeably throughout the act , we do not ascribe significa nce to the fact that § 245a(7) speaks of withdrawing “the rule” and resubmitting “it.” We not e that in other contexts, the act uses the term “rule” and “proposed rule” to describe a rule both before and after it has been amended by the agency. Notably, MCL 24.245(2) provides that “b efore the agency proposing

the rule has formally adopted the rule ” it shall prepare an agency report containing, among other-9- matters, “any changes in the proposed rules that were made by the agency after the public hearing.” (Emphasis added). The statute does not state that the agency proposing the rule shall, after making changes in response to comments received at the pu blic hearing, prepare an agency report on the amended or altered rule. Similar to § 245(2) and consistent with the overall ten or of the act, § 245a(7) indicates that “the rule” remains “the ru le” or the “proposed rule” after resubmission. This language does not foreclose changes by the agency. We find the interpretation proposed by plai ntiffs to be over-literal and no t in conformance with the context of the APA. Thus, we find that the Legislature’s use of the word “it” in § 245a(7)(a) refers not only to “the rule” as originally submitted, but also, potentially, t o an amended or altered rule, provided that the agency submitting the rule chooses to amend i t in a manner similar to that described in this opinion. See Bush , 484 Mich at 167 (when construi ng a statute, a reviewing court is to read the language “in the context of the entire leg islative scheme” and in such a manner as to “ensure[]that it w orks in harmony with the entire statutory scheme.”).

Moreover, we find nothing in the plain language of § 245a that would prohibit an agency from making changes to a rule upon resubmission. While the act requires strict compliance or substantial compliance with cer tain requirements under the act— such as notice, MCL 24.243— the act does not precisely describe the resubmission process. Indeed, § 245a(7) is silent on the issue of changes to the proposed rules upon resubmission. The purpose of that section is to describe the manner in which a proposed rule may be withdrawn—b eing with or without permission of the committee—and based upon the manner selected , the time in which JCAR has to respond to the rule after it has been resubmitted. The sect ion contains no limit on the authority of the agency. Contrastingly, and as discussed in mo re detail infra , the APA expressly recognizes the authority of an agency to make changes to propos ed rules following a public hearing. See MCL 24.245(2). We decline to read into § 245a(7) a limitation that is not within the express language of the statute. See Michigan Ed Ass’n v Secretary of State , 489 Mich 194, 218; 801 NW2d 35 (2011) (citation and quotation omitted) (“[N]o thing may be read into a

statute that is not within the m anifest intent of the Legislature as derived from the act itself.”).

Similarly, the APA is silent on the issue of the procedure tha t is to occur in a case such as this when an agency seeks to mak e changes to proposed rules aft er submission to JCAR. The act does not state that such changes can only be accomplished by re -initiating the rulemaking process. And, even assuming that it did, the act gives no guid ance with regard to the point in the process at which such proposed changes must return. If we were to adopt plaintiffs’ position, should we read the APA as requir ing a new request for rulemakin g in the event an agency wants to make changes after a rule is submitted to JCAR then withdraw n? This hardly seems advisable, considering that ORR just approved a request for rul emaking on the very subject. Likewise, it does not seem prudent to require another public he aring, as the act expressly recognizes an agency’s authority to make changes following the public hearing. In sum, because the APA is silent on the procedure that should occur in the eve nt an agency seeks to make changes upon withdrawal of a rule from JCAR, we will not read i nto the act such a procedure.

See Mich Ed Ass’n , 489 Mich at 218.

In contrast to the silence concerning resubmission, we note th at the APA expressly recognizes an agency’s authority to make changes after the publ ic hearing. See MCL 24.245(2). This evidences the Legislature’s intent that the rulemaking pro cess is intended to be responsive to comments and suggestions offered at the public hearing. The changes made to the rule in this-10- case upon resubmission were consistent with that intent, as the y were responsive to public comments. The APA contemplates that rule making is a process c omprised of various stages. See MCL 24.205(8) (defining “[p]rocessing of a rule” to mean “t he action required or authorized by this act regarding a rule that is to be promulgated, includi ng the rule’s adoption, and ending with the rule’s promulgation.”). Where the APA does not expres sly preclude changes upon resubmission, we see no reason for placing a temporal limit on an agency’s ability to make changes after a public hearing, so long as those changes are co nsistent with impact statements that have already been submitted, and so long as they do not in fringe upon JCAR’s role in the rulemaking process. JCAR’s role in the rulemaking process is, per the plain language of the APA, limited. At the time the rule is submitted or resubmitted to JCAR, § 245a requires an agency to give JCAR an opportunity to view and object to the pr oposed rules. JCAR can object to proposed rules by identifying one of the enumerated grounds for objection, but rulemaking authority is left to the agency. Where, as here, the agency su bmitted reports to JCAR describing the rules and proposed changes up on resubmission, JCAR was stil l permitted to exercise its function under the APA. That is, JCAR considered the rules and determined whether they were objectionable for one of the reas ons listed in § 245a(1)(a)-(g) . And, we note, JCAR gave its blessing to the very procedure implemented by defendants in thi s case. Where the procedure employed in this case was consistent with the rulemaking proces s outlined in the APA, was not expressly prohibited thereby, a nd where it was undertaken with the express blessing of JCAR, we decline to find that the process employed was in contraventi on of the APA’s rulemaking procedures. In other words, given the nature of the rulemaking process and the agency’s role in moving a rule through this process, we see no reason to impose a limit on an agency’s ability to make changes to a rule such a s occurred in this case.

In evaluating this issue, we note and assign significance to the context in w hich § 245a(7) appears in the rulemaking process. Upon the submission of a ru le to JCAR, JCAR has authority to object to the proposed rule fo r one of seven enumerated reas ons. MCL 24.245a(1)(a)-(g). It is within this context that the provision at issue, MCL 24.245a(7) , comes into play, and gives an agency authority to withdraw and resubmit a rule. If the agenc y could not withdraw a rule, make changes, and resubmit the rule, § 245a(7) would have very littl e meaning in this context. Indeed, if a rule were objectionable for one of the reasons listed in § 245a(1), the agency could withdraw the rule, but could take no action, other than resubmitting a r ule that was bound to be rejected. In comparison, if an agency can make changes upon resubmission, itcould attempt to avoid a notice of objection. Within the context of a potential threat of a notice of objection from JCAR, it makes little sense that an agency cannot withdraw a proposed rule, make requisite changes, so long as those changes are withinthe regulatory impact and smal l business impact statements, and resubmit the proposed rule. We decline to give § 245a(7) this near trivial interpretation. See

Reed v Breton , 475 Mich 531, 540; 718 NW2d 770 (2006) (a reviewing court is “precluded from construing” a statute “as having no meaning[.]”).

Indeed, if we were to adopt the view espoused by plaintiffs, w e would see little practical use for § 245a(7). If an agency is required to resubmit the ex act rule that was withdrawn, § 245a(7) would be, at best, a stall tactic for an agency to at tempt to convince JCAR not to raise a notice of objection in response to the rule. If the agency c ould not make any changes to the rule during that time, such a stall tactic would not be impleme nted in a way that would actually improve a rule or make it less wo rthy of objection. Rather, it would simply be initiated for the agency to attempt to convince JCAR not to file a notice of obje ction. This interpretation hardly-11- seems compatible with the APA ’s goals of promoting public parti cipation, preventing precipitous action, and preventing the adopti on of rules that are illegal o r beyond the intent of the Legislature. See Michigan State AFL-CIO v Secretary of State , 230 Mich App 1, 21; 583 NW2d 701 (1998) (describing the purpose s of the APA’s rulemaking pro cess). At worst, § 245a(7) would be but a hollow provision acting to either temporarily de lay JCAR from objecting to the rule and initiating the process that ends in the rule’s demise, or temporarily delaying a valid rule from taking effect. In either instance, § 245a(7) would have l ittle meaning. We decline to interpret § 245a(7) in such a manner. See Reed , 475 Mich at 540.

Contrastingly, we believe that reading the statute so as to al low changes upon resubmission is consistent with the purpose of the APA. The Le gislature’s intent in enacting the “elaborate procedure for rule promulgation” was to “invite publ ic participation in the rulemaking process, prevent precipitous action by the agency, preve nt the adoption of rules that are illegal or that may be beyond the legislative intent, notify af fected and interested persons of the existence of the rules and make the rules readily accessible af ter adoption.” Michigan State

AFL-CIO , 230 Mich App at 21 (citation and quotation omitted). Prohibi ting an agency from making changes upon resubmission could serve as a disincentive for an agency to act on public comment in order to avoid repeat ing the rulemaking process. Onthe other hand, permitting an agency to withdraw a rule that has been submitted to JCAR, make changes, and then resubmit the rule to JCAR, is more in line with the purposes of the act. Here, the agency made changes to the withdrawn rules, after and in response to public comments, and after input from JCAR. In other words, the resubmitted rules were the product of public p articipation in the rulemaking process. Further, the changes made by the agency are not immun e from review, as § 245a(7) expressly provides that JCAR has additional time to review rule s upon resubmission. See MCL 24.245a(7)(a) (giving JCAR a minimum of 6 days “after resubmiss ion to consider the resubmitted rule”; (b) (starting “a new and untolled 15-session -day time period” when rules are withdrawn without permission). 8 The extra time afforded to JCAR ensures that resubmitted and amended rules will be subject to legislative scrutiny, as JCAR is permitted to exercise the same options set forth in §§ 245a(1 ) and (2) upon resubmission.

We caution, however, that the APA does not provide an agency w ith unfettered discretion

to make any change it sees fit upon resubmission. As noted, an agency must prepare, before the public hearing is held, a regulatory impact statement and a sma ll business impact statement for the proposed rule. See MCL 24.245( 3). Were an agency to make such significant changes to the

rule that it would be more burde nsome than the proposed rule at the time the agency prepared the impact statements noted above, it may lose its character as “th e rule” or “the proposed rule” under the act. Indeed, it is conc eivable that the changes prop osed by an agency may be so drastic in character that they render irrelevant the requisite impact s tatements. In such a case, the rule could change drastically enough so as to deviate from the inten ded process under the APA.

8 The extra time afforded to JC AR after resubmission buttresses our conclusion that the agency is permitted to make changes to a proposed rule upon resubmission. Had the Legislature intended

for a resubmitted rule to be the same as it was before submissi on, it would make little sense to

afford JCAR extra time t o reconsider the rule.-12- However, that is not what occurred in this case. Additionally, if an agency failed to inform JCAR of changes made to a rule or rules after resubmission, it could inhibit JCAR from performing its required functions under § 245a. Once again, th at did not occur in the instant case. The agency made changes that were less burdensome to the affected industries and that were in accordance with the regulatory impact statements and sm all business impact statements. The agency made changes in response to public comments. In add ition, the agency identified the changes and explained them to JCAR upon resubmission. This pro cedure was not novel or unique, because, as defendants br ing to our attention through a ffidavits from two employees acting in their official capacities, 9 ORR has implemented the APA in this manner in the past. “Their interpretation is entitle d to respectful consideration and, if persuasive, should not be overruled without cogent reasons.” Younkin , 497 Mich at 10. Here, “[b]ecause [ORR’s] interpretation does not conflict with the Legislature’s intent as expressed in the language of the statute at issue, there are no such ‘cogent reasons’ to overrul e it.” Id. (citation and quotation marks omitted).

In reaching this conclusion, we are mindful that 1999 PA 262 a mended the APA and, among other matters, eliminat ed § 245(11), which provided:

An agency may withdraw a proposed rule by leave of the committe e. An agency may resubmit a rule so withdrawn or returned under subsection ( 9) with changes following a committee meeting on the proposed rule or with mino r modifications. A resubmitted rule is a new filing and subject to this section, but is not subject to further notice and hearing a s provided in sections 41 and 42. 10

As noted by the Court of Claims, this section of the statute ex pressly permitted an agency to resubmit a rule “with changes following a committee meeting on the proposed rule or with minor

modifications.” We ac knowledge that “[a] change in the statutory language is presume d to reflect a change in the meaning of the statute.” Edgewood Dev, Inc v Landskroener , 262 Mich App 162, 167-168; 684 NW2d 387 (2004). However, such changes d o not always reflect an attempt to change statutory provisions. See Ottawa Co v Police Officers Ass’n of Mich , 281 Mich App 668, 673; 760 NW2d 845 (2008). Here, when looking at the plain language of the existing statute, as well as the developments of § 245 as a who le, we conclude that the amendment to § 245(11) in 1999 PA 262 is not dispositive of the issue at hand. Before its amendment in 1999 PA 262, § 245(2) did not recognize an agency’ s authority to make changes to a proposed rule after public hearing. Indeed, the previous version of § 245(2) was silent on an agency’s ability to make changes to rules. In addition, JCAR h ad far more authority under the previous statutory scheme. For i nstance, under the former vers ion of §§ 245(6), (9), and (10),

9 Defendants presented affidavits from Elizabeth Smalley, ORR ma nager, and Mike Zimmer, Chief Deputy Director of the De partment of Licensing and Regula tory Affairs, the department in

which ORR was housed.

10 We note that the prior version of the APA expressly indicated that the resubmitted rule with changes, although it was dubbed a “new filing,” was not subject to further notice or a public hearing.-13- JCAR had more time to consider rules, had to decide whether to “approve the proposed rule[,]” as opposed to being limited to objecting to the rule for a spec ified reason, and could vote to give itself more time to consider proposed rules. Furthermore, unde r the former version of § 245(10), if JCAR took no action on a proposed rule, the rule was returne d to the agency, and the JCAR chairperson and alternate chairperson were required to cause co ncurrent resolutions approving

the rule to be introduced in both houses of the Legislature, si multaneously. This is in contrast to current statutory scheme, where the promulgating agency has authority to make changes to proposed rules after public heari ng pursuant to § 245(2), and i n contrast to JCAR’s limited role in either rejecting a rule for a limited list of reasons, or taking no action in regard to the rule, which essentially leads to promulgation of the rule. Given thi s development, we are not convinced that the Legislature’ s decision to eliminate language concerning an agency’s authority to resubmit a proposed rule with changes is controlling. Indee d, we believe that the effect of the current version of § 245 is to shift authority toward the agenc y and away from JCAR. Among the authority given to the promulgating agency under § 245(2) i s the authority to make changes to proposed rules after public hearing, as long as the agency “ describe[s] any changes in the proposed rules that were made by the agency after the public he aring.” If the agency has such authority pursuant to the plain l anguage of the statute, we do not see fit to hamstring the agency’s authority to make changes upon resubmission when such a limitat ion is not apparent from the plain language of t he statute.

IV. REMAINING ISSUES

Because of our resolution of this issue, we need not consider the remaining claims on appeal. However, we note that plaintiffs argue, as an alternat ive basis for invalidating the rules enacted in this case, that the rules were invalid because the r egulatory impact statement submitted by the agency failed to meet the requirements of MCL 24.245(3). 11 This issue was raised before, but not addressed, by the Court of Claims, as it invalidated the rules on other grounds. We do not decide this issue, but note that nothing pr events the Court of Claims from addressing this matter on remand.

Reversed, vacated, and remanded for further proceedings consis tent with this opinion. We do not retain jurisdiction.

/s/ Jane M. Beckering

/s/ Kathleen Jansen

11 We note that plaintiffs’ challenge is to the adequacy of the i nformation contained in the regulatory impact statement, not that the amended rules were in congruous with the impact statement as originally filed.