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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

YVONNE T. CORBAT,

Plaintiff-Appellant,

UNPUBLISHED

July 19, 2018

v No. 338753

Midland Circuit Court

MIDLAND COUNTY AGRICULTURAL AND 

HORTICULTURAL SOCIETY, MARGARET 

WEGNER, TAMMI MYERS, DON ANGER, 

ROXANNE WHEELER, 

LC No. 15-003013-CZ

Defendants-Appellees,

and

DAWN ZASKE,

Defendant.

Before: STEPHENS, P.J., and SHAPIRO and GADOLA, JJ.

PER CURIAM.

Plaintiff appeals the trial court’s order granting defendants’ motions for summary 

disposition pursuant to MCR 2.116(C)(10). We affirm. 

I. FACTS AND PROCEDURAL HISTORY

Plaintiff was a board member of defendant Midland County Agricultural and 

Horticultural Society (“the Fair”) for 40 years until she was not reelected in 2014. The Fair, an 

organization that runs the Midland County Fair, is a domestic nonprofit corporation that is 

subject to the statutory requirements of the Michigan Agricultural or Horticultural Societies Act, 

MCL 453.231 et seq. Defendants Margaret Wegner, Tammi Myers, Don Anger, Roxanne 

Wheeler, and Dawn Zaske (“individual defendants”) are board members of the Fair.

To become a member of the Fair, an individual has to submit a completed membership 

card and pay a $16 fee. Membership is not limited to residents of Midland County, but 

candidacy for a board seat is limited to members residing in Midland County. Board 

membership is an unpaid position, and there are no financial benefits to being a member of the 

board. After membership cards are submitted, the Fair’s office manager uses the information 
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listed on them to generate a mailing list for ballots for the board of directors’ election. The 

mailing list is filed with the county clerk. Although people are free to purchase memberships 

after the list is compiled, only those who became members at least 30 days before the relevant 

annual meeting may vote. Ballots are mailed to the addresses provided on the membership 

cards. Completed ballots are mailed to the county clerk, who tallies them and provides the 

results to the board of directors. 

The evidence presented demonstrated, and it is not disputed in this appeal, that for many 

years, members of the Fair, including plaintiff, filled out membership cards on behalf of other 

individuals, usually at that individual’s request. Members also gifted membership to friends and 

family members, and paid the membership dues for these individuals. On most occasions, the 

member that gifted the membership would fill out the membership cards on behalf of the 

individuals that received the membership as a gift. Because of this practice, the addresses listed

for the prospective members were not always entirely accurate. The Fair took these addresses at 

face value and did not verify them for accuracy; it relied on people to provide the correct 

address. The only time addresses listed on the membership cards were verified was when the 

member sought to become a candidate for the board. There was also evidence that when the 

ballots were mailed to the addresses listed on them, some members filled out ballots on behalf of 

family members, usually with permission, and mailed them back to the county clerk. 

After losing the Board election, plaintiff sued, seeking injunctive relief in the form of 

nullification of the 2014 board of directors’ election. She also asked the court to issue a 

declaratory judgment that the Fair’s membership process violated MCL 453.233, which provides 

as follows: 

Any person who has attained the age of 18 years and shall pay into the 

treasury of the society, at a time and in an amount and manner as the bylaws 

direct, a sum of money not to exceed $25.00, and subscribe to the articles of 

association shall be a stockholder or member therein and entitled to all the 

privileges and immunities thereof. 

Plaintiff claimed that the Fair’s acceptance of the membership cards “that are deficient in 

formation, signature, and acknowledgement of the requisite fee” violates MCL 453.233. She 

also claimed that the board violated this provision by preparing the mailing list, distributing the 

ballots for the board election, and tallying the ballots before the annual meeting. As to the 

individual defendants, who were members of the board during the 2014 calendar year, plaintiff 

claimed that they had breached their fiduciary duty by allowing such procedures.

Plaintiff relies heavily on the provisions of MCL 453.233, which requires members to 

“subscribe to the articles of the association.” She asserts that the term “subscribe,” means to sign 

one’s signature, and that since some members did not sign the membership card, they were not 

legal members of the Fair. She also argued that some membership forms were void because they 

were submitted and paid for by persons other than the new members themselves. 

The trial court granted the summary disposition motions brought by the Fair and by the 

individual defendants. The court held, among other things, that the Fair’s bylaws comply with 

MCL 453.233 because the statute does not require a signature on the membership card.
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II. ANALYSIS

A. STATUTORY INTERPRETATION

Plaintiff’s claim rests, in large measure, on her argument that the word “subscribe,” as 

used in MCL 453.233, means that a signature is required to complete a membership card. We 

disagree.1 

A motion under MCR 2.116(C)(10) tests the factual sufficiency of the complaint. Joseph 

v Auto Club Ins Ass’n, 491 Mich 200, 206; 815 NW2d 412 (2012). Summary disposition is 

proper if there is “no genuine issue regarding any material fact and the moving party is entitled 

to judgment as a matter of law.” Latham v Barton Malow Co, 480 Mich 105, 111; 746 NW2d 

868 (2008). The court considering the motion “must consider the affidavits, pleadings, 

depositions, admissions, and other evidence submitted by the parties in the light most favorable 

to the party opposing the motion.” Joseph, 491 Mich at 206. All reasonable inferences are to be 

drawn in favor of the nonmovant. Dextrom v Wexford Co, 287 Mich App 406, 415; 789 NW2d 

211 (2010).

Article II of the Fair’s bylaws provides for qualification of membership:

Section 1: Application. The members of this corporation are those 

persons having membership rights in accordance with the provisions of these 

Bylaws . . . .

* * *

Section 3: Qualifications. To qualify for and be admitted to membership 

in this corporation, a candidate must support the purposes of this corporation as 

set forth in these Bylaws. . . . 

Plaintiff argues that the Fair’s bylaws are deficient and contrary to the provisions of MCL 

453.233 because they do not require the individuals to “subscribe” to the articles of the 

corporation by signing at the bottom of the membership cards. Plaintiff contends that the word 

“subscribe,” as used in the statute, means strictly to “sign.” MCL 453.233 provides as follows:

Any person who has attained the age of 18 years and shall pay into the 

treasury of the society, at a time and in an amount and manner as the bylaws 

direct, a sum of money not to exceed $25.00, and subscribe to the articles of 

association shall be a stockholder or member therein and entitled to all the 

privileges and immunities thereof. [Emphasis added.]

 1 This Court reviews de novo a trial court’s decision to grant summary disposition under MCR 

2.116(C)(10). Johnson v Recca, 492 Mich 169, 173; 821 NW2d 520 (2012). Further, issues of 

statutory interpretation are reviewed de novo. Speicher v Columbia Twp Bd of Trustees, 497 

Mich 125, 133; 860 NW2d 51 (2014).
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In Whitman v City of Burton, 493 Mich 303, 311; 831 NW2d 223 (2013) (citations 

omitted), the Michigan Supreme Court laid out the well-established principles of statutory 

interpretation:

When interpreting a statute, we follow the established rules of statutory 

construction, the foremost of which is to discern and give effect to the intent of 

the Legislature. To do so, we begin by examining the most reliable evidence of 

that intent, the language of the statute itself. If the language of a statute is clear 

and unambiguous, the statute must be enforced as written and no further judicial 

construction is permitted. Effect should be given to every phrase, clause, and 

word in the statute and, whenever possible, no word should be treated as 

surplusage or rendered nugatory. Only when an ambiguity exists in the language 

of the statute is it proper for a court to go beyond the statutory text to ascertain 

legislative intent. 

Plaintiff’s argument lacks merit for the following reasons. First, although the word 

“subscribe” is not defined in the statute, its meaning is not limited to signing one’s name but is 

also subject to several other meanings, which includes to “agree or assent to.” See Black’s Law 

Dictionary (10th ed), p 1655 (defining the word “subscribe,” to include, “To be in favor; to 

adhere”); Random House Webster’s College Dictionary (1997) (defining the word “Subscribe,” 

to include, “To agree or assent to.”). 

In support of her argument that “subscribe” may only mean to “sign,” plaintiff refers us 

to Kloian v Domino’s Pizza LLC, 273 Mich App 449; 733 NW2d 766 (2006). There, the Court 

defined the word “subscribe,” as used in MCR 2.507(H).

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 This rule provides that a settlement or 

other agreement between parties at trial is not binding unless made in open court or “is in writing 

subscribed by the party against whom the agreement is offered.” Plaintiff fails to recognize that 

the Kloian Court indicated in its opinion that the word, “subscribe” does not necessarily mean to 

“sign,” and that “ ‘subscribed’ is a different word from ‘signed.’ ” Kloian, 273 Mich App at 

459. According to the Court, “[W]e must treat ‘in writing and signed’ differently from a 

‘writing, subscribed,’ ” and it held that a document containing typed names rather than a 

signature was sufficient. Id. at 459-460.

Second, plaintiff’s argument fails to recognize that statutory language “cannot be read in 

a vacuum. Instead, [i]t exists and must be read in context with the entire act, and the words and 

phrases used there must be assigned such meanings as are in harmony with the whole of the 

statute . . . .” G.C. Timmis & Co v Guardian Alarm Co, 468 Mich 416, 421; 662 NW2d 710 

(2003). The language of the statute provides, in relevant part, that a prospective member shall 

“subscribe to the articles of association . . . .” MCL 453.233. Nowhere in the statue does it 

require that the prospective member “subscribe to the membership card.” Indeed, as the trial 

court found, the statute does not even require membership cards. 

 2 This provision is now MCR 2.507(G).
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Accordingly, we reject plaintiff’s argument that the statute mandates the signing of the 

membership card.

B. BREACH OF FIDUCIARY DUTY

Plaintiff also argues that the trial court erred by concluding that the individual defendants 

did not breach their fiduciary duties to her. We disagree because plaintiff has not presented 

evidence establishing a genuine issue of material fact that would allow a fiduciary duty claim to 

go forward.

The Michigan Non-profit Corporation Act, MCL 450.2489 et seq., provides for claims of 

oppressive conduct:

(1) A director of a corporation that is organized on a directorship basis, a 

shareholder of a corporation that is organized on a stock basis, or a member of a 

corporation that is organized on a membership basis may bring an action in the 

circuit court in which the principal place of business or registered office of the 

corporation is located to establish that the acts of the directors, shareholders, 

members, or others in control of the corporation are Illegal, fraudulent, or 

willfully unfair and oppressive to the corporation or to the director, member, or 

shareholder. . . .

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(2) As used in this section, “willfully unfair and oppressive conduct” with 

respect to a member or shareholder means a continuing course of conduct or a 

significant action or series of actions that substantially interferes with the rights or 

interests of a member or shareholder as a member or shareholder. The term does 

not include conduct or actions that are permitted by an agreement, the articles of 

incorporation, the bylaws, or a consistently applied written corporate policy or 

procedure. [Emphasis added.]

In her amended complaint, plaintiff alleged that the individual defendants, in their capacity as 

board members, breached their fiduciary duty by: (a) circulating and providing membership 

application cards to any requesting party; (b) engaging in a course of conduct to fabricate and 

complete, without permission, membership cards with the intent to create ghost membership in 

the Fair; (c) accepting and knowingly assigning membership rights to persons that did not seek 

or pay for membership; (d) accepting and assigning membership rights to persons that did not 

tender a completed membership card; (e) allowing for courtesy membership that did not require 

the payment of the necessary fee, in order to accept and assign membership rights to such 

noncompliant membership applicants; and (f) reporting and approving 634 memberships.

Plaintiff has failed to proffer support for her claim that the individual defendants engaged 

in “illegal, fraudulent, or willfully unfair and oppressive conduct” against her. There was ample

evidence that for years, members, including plaintiff, have filled out membership cards on behalf 

of prospective members, usually family members and friends and that this practice was not 

directed at plaintiff. Most significant, there was no evidence that this long-standing practice was 

used to influence the 2014 board election or that it was used to deprive plaintiff of her position 
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on the board. There was also no evidence that memberships were obtained without payment of 

the $16 fee. 

Defendant Margaret Wegner testified that she filled out membership cards for Chase, 

Dan, and Savannah Finney. According to Wegner, Chase’s mother asked her to fill out the 

membership card on his behalf, Dan’s wife requested the membership on Dan’s behalf, and 

Savannah’s mother requested the same on her behalf. Wegner paid for those memberships as a 

gift, and the address listed on the membership cards for the Finney family was the correct 

address. Wegner also completed membership cards for Pat, Dave, and Joe Chritz, at the request 

of Pat Chritz, Dave and Joe’s mother. She was sure that Pat gave her cash to purchase the 

membership cards. She knew that Dave and Joe did not reside at the address indicated on the 

membership card, but stated that Pat instructed her to send the cards to her address. Wegner

stated that she had never submitted a membership card to the Fair office without submitting a fee 

with it. 

Defendant Tammi Myers is alleged to have filled out membership cards for Myron, Eric, 

Lana, and Judy Greene. She admitted to filling out membership cards for the Greenes, with the 

help of the Fair manager, Trish Steele, at the request of Myron Greene. Myers paid for the 

membership cards as gifts to the Greenes.

Defendant Don Anger is alleged to have filled out membership cards for 14 individuals—

Gaylia, Lori, Linda, Dale, Neil, and Marsha Anger; Richard and Jere Geeseman; Jim and Lois 

Allen; Adrienne and James Essar; and Adam Erin Ruchert. Anger averred that the 14 individuals 

were all his relatives, and that he paid for all the memberships as gifts from his personal funds. 

He stated that he personally completed membership cards for his wife Gaylia, and his daughter, 

Lori, with their permission. He did not personally complete the other membership cards but was 

aware that they were completed by his daughter and the Fair manager, with the permission of the 

individuals. According to Anger, “Of these, per the membership cards, Gaylia Anger, Lori 

Anger, Linda Anger, Dale Anger, Neil Anger, Marsha Anger, Don Anger, Richard Geeseman, 

and Jere Geeseman (wife, daughter, sister, brother, sister-in-law, nephews) all had the same 

address listed on the membership cards” and “[t]he remaining memberships, contained different 

addresses where those people were believed to reside.” 

Defendant Roxanne Wheeler is alleged to have filled out membership card for Ruth, 

Grace, and Edwin Amazona, and Pam and Mark Schneider. Wheeler admitted to filling out 

membership cards for the individuals; however, she averred that it was at their request and with 

their permission. She explained that she used her address for the Amazonas because they reside 

in Hawaii, and that they had requested that she use her Michigan address so that they would 

receive their ballots. Wheeler also testified that she gave the Schneiders their ballots when they 

arrived. 

Wheeler is also accused of completing membership cards for Beth Koon’s family. She

explained that Beth Koon was her friend, and that she bought the memberships as a gift. Beth 

testified that Wheeler offered to buy memberships for herself, her husband, daughter, mother-inlaw Margie Kirk, and her husband, Gene Kirk, as a gift, and that she accepted. Beth instructed 

Wheeler to mail the Kirks’ ballots to her house. Beth’s daughter, Breanna, testified that she gave 

Beth permission to have Wheeler fill out her membership card. Wheeler testified that she 
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changed a few addresses on some of the membership cards to her address, and explained that 

those individuals had indicated to her that they were moving and had asked that their ballots be 

mailed to Wheeler’s home. She averred, however, that when the ballots for the individuals 

arrived, she gave them their ballots. 

In her deposition testimony, plaintiff admitted that it was proper for one family member 

to sign up other family members as long as they used the proper address. When questioned 

about the allegation in her complaint about “ghost memberships,” plaintiff responded, “I would 

say it should be almost bogus addresses instead of ghost memberships . . . .” She admitted that 

she did not find anyone or talk to anyone who stated that they would not have agreed to be 

members or would have objected to being made a member. According to plaintiff, the 

complaints were, “I didn’t even know I was a member.” When asked how plaintiff knew that the 

people that became members did not give their permission to be members, plaintiff responded, “I 

really don’t know that.” She stated that it was also permissible that many of the membership 

cards were not signed. In fact, plaintiff testified that the membership cards she purchased for 

herself and her family members were filled out and signed by a Nic Hall. 

Regarding her allegation that the individual defendants fabricated and completed 

membership cards on behalf of other people without permission, plaintiff admitted that she was 

unaware of “ghost” members, and conceded that the only reason that she was asserting the 

breach of fiduciary duty claim against the individual defendants was because they did not have 

the proper address on the membership cards for the individuals they signed up. This is not 

enough to establish illegal, fraudulent, or willful unfair and oppressive conduct. 

Finally, plaintiff’s assertion that the individual defendants filled out ballots on behalf of 

other members, without their permission, is not supported by the evidence. Apart from 

defendant Wheeler, who admitted to filing out ballots on behalf of two other families, with their 

permission, the remaining individual defendants testified that they did not vote on behalf of any 

member. Wegner testified that she had never completed a ballot on behalf of any person other 

than herself. Anger testified that the only ballot he received in the mail was his, that he only 

voted his own ballot in the 2014 election, and that he did not vote on behalf of other members of 

his family. There is no evidence that Myers filled out ballots on behalf of the persons for whom 

she completed membership cards. There is also no evidence that defendants acted in concert 

with each other to permit Wheeler or any other person to fill out ballots on behalf of other 

individuals for the purpose of depriving plaintiff of her position on the board. 

Office assistant for Vital Statistics at the Midland County Clerk’s Office, Amanda 

Dikeman, who is responsible for overseeing the election process, testified that on some 

occasions, multiple ballots were received in the same envelope and that sometimes the writing on 

the ballots looked the same. Relying on this testimony, plaintiff concludes that “[a]ll this 

evidence demonstrates that Defendants facilitated and participated in what was essentially proxy 

voting (filing out ballots for another) and assigning membership rights without the member’s 

consent . . . .” However, plaintiff misconstrues Dikeman’s testimony, which did not state that it 

was the individual defendants that returned the envelopes with multiple ballots. Although 

Dikeman testified that ballots did not always come back in one ballot per envelope because some 

families would return multiple ballots in the same envelope, she stated that returning multiple 

ballots in an envelope was not unusual because she had seen it done in previous years. 
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Plaintiff further argues that the individual defendants breached their fiduciary duty by 

engaging in proxy voting, which is prohibited under the bylaws. Wheeler testified that she filled 

out more than one ballot and that she did so with oral permission. This argument lacks merit 

because mere oral permission to vote on someone’s behalf is not enough to establish proxy. A 

proxy is defined as, “[A]uthority or power to act for another: a document giving such authority; 

specif[ically] a power of attorney authorizing a specified person to vote corporate stock.” 

Merriam-Webster’s Collegiate Dictionary (11 ed). Additionally, the Michigan Nonprofit 

Corporations Act, MCL 450.2101 et seq, provide for “methods [that] constitute a valid means by 

which a shareholder, member, or person entitled to vote . . . may grant authority to another 

person to act as proxy.” MCL 450.2421(5). A thorough reading of the provision shows that 

such authority must be in writing. In this case, there is no evidence of any written authority from 

members to other members to vote on their behalf.

Accordingly, the trial court properly granted defendants’ motion for summary disposition 

on this issue because plaintiff has not presented evidence establishing a genuine issue of fact that 

would allow her breach of fiduciary duty claim to go forward.3 

Affirmed. 

/s/ Cynthia Diane Stephens 

/s/ Douglas B. Shapiro 

/s/ Michael F. Gadola 

 3 We note that although plaintiff’s claim was properly dismissed, her allegations and the record 

do raise concerns about the propriety of defendant society’s election process, and that defendant 

would be wise to assure that the integrity of its electoral procedures does not give rise to such 

questions in the future.