Recent Michigan Supreme Court Decision Addresses When an Individual Municipal Official May Be Subject to the Open Meetings Act

In its July 23, 2026 opinion in Exclusive Capital Partners LLC v City of Royal Oak, the Michigan Supreme Court provided additional guidance regarding the circumstances under which an individual municipal official may be subject to the requirements of the Open Meetings Act (“OMA”). In general terms, the Court concluded that an individual municipal official does not meet OMA’s definition of a “public body,” which encompasses only “collective entities;” but the Court nonetheless held that an individual municipal official may nonetheless become subject to OMA under a delegation of decision-making authority from a “public body,” under certain defined circumstances, which are discussed further below.

The Court was not writing on a blank slate when it reached this conclusion. Its decision was informed by its earlier, July 2024 opinion in Pinebrook Warren, LLC v City of Warren, which recognized two pathways by which a governmental entity may become a “public body” under OMA. First, and self-evidently, a governmental entity is subject to OMA if it meets OMA’s definition of a public body. Second, a governmental entity is subject to OMA if it has been delegated a public body’s decision-making authority. Further, the Pinebrook opinion holds that even an ostensibly advisory committee can become subject to OMA under the second pathway if, in actual practice, the advisory committee makes de facto final decisions that are just rubber-stamped by the public body that created the advisory committee. What Pinebrook did not decide, however, is whether an individual municipal official could qualify as a public body under the second pathway. This question was addressed head-on in Exclusive Capital Partners.

Exclusive Capital Partners involved a situation where a city manager had been granted the sole authority, under the city’s recreational marijuana establishment ordinance, to rank applicants for marijuana licenses, and then to move the preferred applicants forward in the application process for zoning and other approvals. The city manager conducted this work at non-public meetings. The plaintiffs, who were two lower-ranking applicants that were not recommended for licenses, sued the city for violating OMA, alleging that the city manager was a “public body” under the second Pinebrook pathway, on the theory that the city manager was exercising decision-making authority that had been granted to him by the city commission, under the city’s marijuana ordinance.

The Supreme Court rejected this claim, holding that the city manager was not a “public body” in these circumstances and did not need to comply with OMA when exercising his authority under the city’s marijuana ordinance. The Court reasoned that the city manager was not exercising authority that had been delegated to him by the city commission, but was instead exercising his own independent authority under the marijuana ordinance, as permitted by the Michigan Regulation and Taxation of Marihuana Act (“MRTMA”), which does not specifically require successful licensees to be selected by the legislative body of a municipality. In other words, MRTMA allows for the possibility of an individual making final licensing decisions. Further, because the city manager, as an individual, was not a “collective entity,” he could not be a “public body” under OMA’s definition of that term. As such, the Court held that the city manager did not satisfy either of the two Pinebrook pathways in these circumstances.

That said, the Court did not hold that an individual municipal official could never be a “public body” under OMA. Instead, the Court recognized that Pinebrook’s second pathway could apply to an individual municipal official, based on an analysis of certain factors, which are summarized below:

• If a public body is delegating one of the public body’s important functions that it is “required by law to do,” it is more likely the delegation carries the requirement to comply with OMA.
• If the delegation was made with the “primary purpose” of evading the requirements of OMA, it is more likely the delegation carries the requirement to comply with OMA.
• If the public body is delegating authority to a member or members of that same public body, it is more likely the delegated member or members must comply with OMA than if the public body is delegating authority to an individual executive official, such as a manager.

The first factor refers to functions that are vested directly in a “public body” by constitution, statute, charter or ordinance. For municipalities, this would include certain core functions, such as adopting ordinances and approving the budget. On the other hand, the authority to perform less important municipal functions, such as purchasing office supplies or setting agendas for meetings, are not specifically vested by law in a designated “public body,” such that an individual could perform these functions without being subject to OMA. Many other examples would apply. Indeed, most day-to-day decisions made by individual municipal officials will continue not to be subject to OMA’s requirements.

The second factor would require a case-by-case analysis of a public body’s intent. However, in order for a public body to attempt to “evade” OMA by delegation, it is necessary that the delegated authority be vested in that same public body in the first instance. So, to a large degree, this second factor most likely becomes relevant only when, under the first factor, the delegated authority involves an important function that the public body is “required by law to do.”

The third factor is straight forward. That said, there are numerous appellate opinions recognizing that sub-quorum committees of a public body are not subject to OMA, provided that the committee retains a purely advisory function – meaning that it does not fall into the trap of Pinebrook’s second pathway of becoming the de facto final decision-maker. There is no reason to believe that the Exclusive Capital Partners opinion alters that well-established rule of law.

Please contact a member of our Municipal Practice Group if you have questions regarding the Michigan Supreme Court’s decisions in Exclusive Capital Partners or Pinebrook, or whether a specific board, committee or individual may be subject to OMA.