Ordinance-Based Administrative Discretion Does Not Make a City Manager a “Public Body” Under Michigan’s Open Meetings Act

I. Introduction

Exclusive Capital Partners LLC v City of Royal Oak (Mich Sup Ct, July 23, 2026) addresses whether a municipality’s competitive marijuana retail licensing process must be conducted in compliance with Michigan’s Open Meetings Act (OMA), MCL 15.261 et seq.. The consolidated cases arose after the City of Royal Oak limited retail marijuana licenses to two slots and empowered its city manager to administer and run the competitive ranking of applicants under a city ordinance.

Plaintiffs Quality Roots, Inc. and Exclusive Capital Partners LLC were among 21 applicants. The city manager convened an internal “workgroup” of city officials (planner, engineer, police chief, etc.) to review applications and provide input. The city manager selected two different applicants. Plaintiffs sued, alleging (among other claims) OMA violations.

The trial court granted summary disposition to the City. The Court of Appeals affirmed on the MRTMA issues but reversed on the OMA issue, holding that the city manager functioned as a “governing body” and therefore the workgroup meetings should have been public. The Michigan Supreme Court reversed, holding the city manager was not a “public body” and the process did not violate the OMA.

Core issue: whether the city manager (an individual) became a “public body” under MCL 15.262(a) either (1) in his own right, or (2) through a delegation of authority from an OMA-covered public body (here, the city commission).

II. Summary of the Opinion

In a unanimous opinion by Justice Zahra (Justice Hood not participating), the Court held:

  • The city manager was not required to comply with the OMA in conducting the competitive ranking and selection of marijuana retail “license slots.”
  • The city manager is not a “public body” under the OMA’s definition because:
    • Under Herald Co v Bay City, an individual executive is not a “public body” in his own right.
    • The city manager was not transformed into a “public body” via delegation, because the ordinance itself gave him the ranking/selection authority and the city commission had no role in ranking applicants.
  • The Court rejected plaintiffs’ broader theory that any ordinance-based transfer of authority from a charter-empowered city commission automatically triggers OMA coverage for the delegate.
  • The Court clarified that ordinance-based delegation can be OMA-subject in some circumstances, but courts must assess the delegation in context using factors derived from Booth Newspapers, Inc v Univ of Mich Bd of Regents and consistent with Pinebrook Warren, LLC v City of Warren.

The Court reversed Part VI of the Court of Appeals’ judgment and remanded for entry of summary disposition for the City.

III. Analysis

A. Precedents Cited (and How They Shaped the Result)

1. Herald Co v Bay City (463 Mich 111 (2000))

Herald is the opinion’s anchor for the “individual executive” principle. There, the Court held that “public body” in the OMA “connotes a collective entity” and “does not encompass individuals.” A city manager acting in an executive capacity—even when using an advisory committee—was not subject to the OMA merely because the subject matter involved an important governmental function (fire chief selection).

The Royal Oak Court treated Herald as controlling on the first pathway: the city manager cannot be a “public body” “in his own right.” The Court repeatedly emphasized the practical and textual awkwardness of applying “meeting,” “quorum,” and “deliberation” requirements to a single person.

2. Booth Newspapers, Inc v Univ of Mich Bd of Regents (444 Mich 211 (1993))

Booth Newspapers established the OMA’s “delegation pathway”: when an undisputed public body delegates its governmental authority to a subcommittee (or even to individuals), the delegate can become a “public body.” The Court in Royal Oak did not retreat from this doctrine; instead, it cabined it.

Critically, Royal Oak extracts and synthesizes Booth into practical screening factors for ordinance-based delegations:

  • Required-by-law function: whether the primary public body delegated “functions that it is required by law to do.”
  • OMA-evasion purpose: whether the “primary purpose” was to permit the public body to evade OMA requirements.
  • Subquorum/self-delegation: whether authority was provided to “a subquorum of its own members.”

Those factors—explicitly articulated in this opinion—are the Court’s principal doctrinal “value-add” beyond simply applying Herald.

3. Pinebrook Warren, LLC v City of Warren (515 Mich 438 (2024))

Pinebrook held a marijuana “Review Committee” was subject to the OMA where, although the city council nominally retained final approval power, the committee functioned as the “de facto selector” because the council rubber-stamped the committee’s rankings without independent consideration. Pinebrook also instructed courts to examine both enabling language and “the actions actually taken.”

The Court in Royal Oak distinguished Pinebrook by identifying a foundational mismatch: in Royal Oak, the ordinance itself placed ranking authority with the city manager, and the city commission had no assigned role in ranking. Because there was no “rubber-stamped delegation” of ranking authority from the commission to a subordinate body, the Pinebrook “de facto selector” dynamic—premised on a mismatch between paper authority and practical authority—never began.

4. Davis v Detroit Fin Review Team (296 Mich App 568 (2012))

Cited (via Pinebrook) to reinforce that an executive official acting within statutory duties is not thereby converted into an OMA public body. Royal Oak uses Davis as a corroborating example of the executive/collective-entity distinction.

5. Other Authorities

  • McCormick v Carrier, Maiden v Rozwood, El-Khalil v Oakwood Healthcare, Inc—standards for summary disposition and pleading/proof posture.
  • American Civil Liberties Union of Mich v Calhoun Co Sheriff’s Office—de novo statutory interpretation.
  • Mich Open Carry, Inc v Mich House of Representatives—OMA’s purpose of openness and accountability.
  • Rowland v Washtenaw Co Rd Comm and Potter v McLeary—text-first statutory interpretation methodology.
  • Hackel v Macomb Co Bd of Comm’rs and Gallup v City of Saginaw—home-rule/charter context used to show why plaintiffs’ reading would massively expand OMA coverage.

B. Legal Reasoning

1. The Court’s “Two Pathways” Framework

Building on Pinebrook, the Court reiterates that an entity becomes an OMA “public body” by one of two routes:

  1. In its own right: it meets the definition of “public body” (a collective legislative/governing body empowered to exercise governmental authority).
  2. By delegation: it receives delegated authority from an existing public body in a manner that triggers OMA coverage.

2. First Pathway: An Individual City Manager Is Not a “Public Body”

Applying Herald Co v Bay City, the Court holds the city manager, as an individual executive, is not a “public body” in his own right. This resolves the case unless plaintiffs can show the city manager became a public body via delegation.

3. Second Pathway: No Delegation from the City Commission in the Ranking Function

The Court of Appeals’ OMA holding depended on the premise that ranking/selection authority “rested with the City Commission” and that the city manager exercised it in practice without meaningful commission review (a Pinebrook-style rubber stamp).

The Supreme Court rejected that premise as a misreading of the ordinance:

  • The ordinance granted the city manager “the power to fully and effectively implement and administer” the process.
  • The ordinance specified that the “City Manager or his or her designee” ranks applicants and that ranking “will be used to fill available municipal license slots.”
  • The ordinance did not create a commission role in ranking; commission involvement was limited to later land-use/site plan approvals (distinct from competitive ranking criteria).

The Court treated subsequent permitting and site plan approvals as “tangential considerations” rather than the competitive selection itself. Thus, there was no delegation from the city commission to the city manager regarding the competitive ranking decision—the city manager possessed independent ordinance-based authority to do it.

4. Plaintiffs’ “Charter Power Means Delegation” Theory Rejected

Plaintiffs argued that because the city charter vests broad municipal powers in the city commission, any ordinance giving a city manager power to act is necessarily a delegation from a public body triggering the OMA.

The Court rejected this as textually unsupported and practically overbroad:

  • The OMA’s definition (“empowered by … charter, ordinance…”) contemplates that not all ordinance-empowered actors are OMA public bodies—especially individuals under Herald.
  • Because most municipalities operate under charters and enact ordinances constantly, plaintiffs’ rule would “import the requirements of the OMA” into vast swaths of routine administration (the opinion gives examples consistent with amici’s concerns, such as licensing functions carried out by administrators).

5. Clarifying When Ordinance-Based Delegation May Trigger OMA

While rejecting plaintiffs’ categorical approach, the Court expressly preserved the possibility that an ordinance-based delegation can be OMA-subject. It offered structured guidance (drawn from Booth Newspapers and harmonized with Pinebrook) for identifying OMA-triggering delegations:

  • Whether the primary public body delegated functions it is required by law to perform.
  • Whether the arrangement’s primary purpose is OMA evasion.
  • Whether the public body empowered a subquorum of its own members (as opposed to an independent executive official).
  • How the body functions in practice (courts must not confine analysis to enabling text), consistent with Pinebrook.

On these factors, Royal Oak found no basis to treat the city manager’s ordinance-based role as an OMA-subject delegation: the ranking was not shown to be a commission function required by law; there was no indication of OMA evasion; and the city manager was not a subquorum or member of the commission but a separate charter-authorized administrator.

C. Impact

1. Practical Boundary-Setting for Municipal Administration

The decision draws a clearer line between (a) collective bodies whose deliberations must be public, and (b) administrative implementation by individual executives—even when those executives use internal staff workgroups. Municipalities with commission-manager governments gain litigation-resistant clarity that an ordinance may vest discretionary ranking/selection authority in the city manager without automatically transforming the manager (or staff work sessions) into OMA-covered meetings.

2. Narrowing the Reach of “De Facto Selector” Claims Post-Pinebrook

After Pinebrook Warren, LLC v City of Warren, challengers often frame OMA cases around the idea that an unelected committee or subgroup “really” decides and the elected body rubber-stamps. Royal Oak limits that move by requiring careful identification of who actually holds the relevant authority under the governing instrument and by distinguishing:

  • Mismatch cases (paper authority with council; practical authority with committee) like Pinebrook, from
  • Aligned-authority cases (paper and practical authority with an administrator) like Royal Oak.

3. A More Usable Delegation Test

Royal Oak’s articulation of the Booth Newspapers considerations (required-by-law function, evasion purpose, subquorum-of-members) supplies a more administrable template for future OMA delegation disputes—particularly in contexts where local ordinances create specialized processes (licensing, scoring, procurement evaluations, hiring searches, grant rankings, etc.).

4. Continued Risk Areas for Governments

The opinion does not immunize “workgroups” from OMA scrutiny in all circumstances. Risk remains where:

  • a public body structures a process so a committee effectively decides an outcome while the public body rubber-stamps (the Pinebrook paradigm);
  • the “delegate” is a subset of the public body’s own members (the Booth Newspapers paradigm); or
  • facts suggest the design’s primary purpose is to avoid OMA obligations.

IV. Complex Concepts Simplified

  • Open Meetings Act (OMA): Michigan’s law requiring certain governmental bodies to deliberate and decide in public, with notice and access, to promote transparency.
  • “Public body” (MCL 15.262(a)): Typically a multi-member body (board, commission, committee, etc.) empowered to exercise governmental authority. Individuals generally do not qualify “in their own right.” (Herald Co v Bay City)
  • “Delegation pathway”: Even if a group or person is not inherently a “public body,” it can become one if an OMA-covered public body delegates to it governmental authority in a way that triggers OMA coverage. (Booth Newspapers, Inc v Univ of Mich Bd of Regents)
  • “De facto selector”: A committee that becomes, in practice, the real decision-maker because the nominal decision-maker rubber-stamps its work. This can make the committee a “public body.” (Pinebrook Warren, LLC v City of Warren)
  • Summary disposition (MCR 2.116(C)(8) and (C)(10)): Michigan procedure for dismissing claims based on legal insufficiency (C)(8) or lack of factual dispute (C)(10).

V. Conclusion

Exclusive Capital Partners LLC v City of Royal Oak reaffirms the core rule of Herald Co v Bay City—an individual executive is not a “public body” under the OMA—and meaningfully constrains expansive “delegation” arguments that would convert routine ordinance-based administrative authority into OMA-covered meetings. At the same time, the Court preserves robust OMA enforcement where public bodies attempt to evade transparency through subquorums, rubber-stamping, or delegating legally required core functions, consistent with Booth Newspapers, Inc v Univ of Mich Bd of Regents and Pinebrook Warren, LLC v City of Warren.

The decision’s practical significance is its sharper distinction between (1) public-body deliberation that must occur openly and (2) executive administration carried out under an independent grant of authority—even when informed by internal staff workgroups.