State ex rel. DeWine v. Omar Ibn El Khattab Mosque, Inc.

130 N.E.3d 227, 2018 Ohio 5112, 156 Ohio St. 3d 513
CourtOhio Supreme Court
DecidedDecember 20, 2018
DocketNo. 2017-1067
StatusPublished
Cited by3 cases

This text of 130 N.E.3d 227 (State ex rel. DeWine v. Omar Ibn El Khattab Mosque, Inc.) is published on Counsel Stack Legal Research, covering Ohio Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
State ex rel. DeWine v. Omar Ibn El Khattab Mosque, Inc., 130 N.E.3d 227, 2018 Ohio 5112, 156 Ohio St. 3d 513 (Ohio 2018).

Opinion

DeWine, J.

*513{¶ 1} This is an appeal from the grant of a writ of quo warranto. At the center of the dispute is a power struggle over the control of a Columbus mosque, Omar Ibn El Khattab Mosque, Inc. ("Omar Mosque" or "the corporation").

{¶ 2} In the years following its inception, the corporation failed to comply with corporate formalities and as a result lacked procedures for resolving internal disagreements. When disputes arose, a rift formed between members of the mosque's congregation, and competing boards of directors were elected claiming authority over the corporation and its charitable funds. The funds were ultimately frozen and transferred to the Franklin County Clerk of Courts pending a resolution of the leadership struggle.

{¶ 3} After years of inconclusive litigation between the factions, the attorney general brought an action for a writ of quo warranto in the Tenth District Court of Appeals seeking to dissolve the corporation. Two sets of litigants purporting to represent the corporation filed answers to the complaint. The Tenth District granted the writ, concluding that the corporation's failure to adhere to corporate formalities caused internal dysfunction and the loss of access to the corporation's charitable funds. The Tenth District therefore remanded the matter to the court of common pleas to supervise the winding down of the corporation and appoint a trustee or receiver to oversee the creation of a successor entity. Representatives of the initial board appealed.

*514{¶ 4} We agree with the conclusions of the court of appeals, so we affirm the judgment below and remand for proceedings consistent with this opinion.

*229I. Background

A. Internal disputes and the rise of competing boards

{¶ 5} Omar Ibn El Khattab Mosque, Inc., is an Ohio nonprofit corporation. It was formed in 2007 after the Islamic Society of Greater Cincinnati ("Islamic Society"), which had previously governed the mosque, decided to restructure its organization. The changes were memorialized in a document titled "Referendum on Reorganizing and Restructuring ISGC" ("the referendum"). The referendum provided for the formation of a nonprofit organization called Omar Mosque Association to operate separately from the Islamic Society and carry out religious and philanthropic activities at the mosque. Seven individuals were named to serve as the initial board of directors ("initial board" or "the Reash/Brey faction") "for a term ending on 12/31/2009."1

{¶ 6} The corporation filed its initial articles of incorporation in June 2007. The board also began raising money for an expansion project for the mosque. By the time construction began in September 2011, the board had raised around $400,000 for the project. The funds were deposited into Omar Mosque's account at JP Morgan Chase Bank ("Chase Bank").

{¶ 7} Disagreements flared up among members of the congregation. One area of dispute centered on the initial board's continued governance beyond its initial term and failure to hold annual elections. In response, the initial board held a special meeting on October 8, 2011, at which the congregation was asked to select from two possible resolutions: (1) retain the initial board members and add four new seats by election or (2) elect a completely new board. The majority of attendees voted for the first option. Dissatisfied with the result, opponents of the initial board held a second election on October 22, at which attendees elected a competing board of directors ("the second board" or the "Khan/Ball faction").

{¶ 8} The second board drafted a resolution permitting it to take control of the corporation's bank accounts, and Chase Bank converted signing authority over to the purported new officers. When the initial board learned of the situation and filed a formal dispute, Chase Bank froze the accounts.

*515B. Prior litigation

{¶ 9} The Reash/Brey faction-composed of members of the initial board-filed suit in the name of Omar Mosque against the second board. The suit alleged that they, the Reash/Brey faction, were the legitimate board members. Masjid Omar Ibn El Khattab Mosque v. Salim , Franklin C.P. No. 11-CV-14615. The Khan/Ball faction-representing members of the second board-counterclaimed and sought a declaratory judgment that they were the lawful representatives of the corporation. The court subsequently filed an agreed entry permitting Chase Bank to interplead and deposit with the clerk of courts $432,313.19 in funds from Omar Mosque's bank accounts. Masjid Omar Ibn El Khattab Mosque v. Salim , Franklin C.P. No. 11-CV-14615, 2012 Ohio Misc. LEXIS 5679 (Mar. 2, 2012).

{¶ 10} With that litigation in progress, the initial board announced that it would hold a new election. On April 21, 2012, a third board of directors was purportedly elected-none of the members of the initial or second board was on the third board.

*230{¶ 11} The common pleas court sua sponte dismissed the case between the initial board and the second board. Masjid Omar Ibn El Khattab Mosque v. Salim , Franklin C.P. No. 11-CV-14615, 2012 WL 8717620, 2012 Ohio Misc. LEXIS 5674 (Aug. 16, 2012). The court concluded, "When a dispute arises between factions of a congregation over who has a legitimate right to control the congregation as a corporate entity, the action must be brought as an action seeking a writ of quo warranto." Id. at *5. The court noted that pursuant to R.C. 2733.04 and 2733.05, a quo warranto action must be filed by the attorney general or a prosecuting attorney, and the complaint in that case failed to comply because it was brought in the name of Omar Mosque. Moreover, the court determined that under R.C. 2733.03, a common pleas court lacks subject-matter jurisdiction over quo warranto actions.

{¶ 12} The appellate court affirmed the judgment of the common pleas court that, regardless of how the parties styled their arguments, the dispute centered on which board rightfully controlled the corporation and must therefore be resolved through a quo warranto action. Masjid Omar Ibn El Khattab Mosque v. Salim , 10th Dist. Franklin No. 12AP-807, 2013-Ohio-2746, 2013 WL 3341217, ¶ 21. But the appellate court reversed the trial court's decision to dismiss the case, holding instead that the case should be stayed until a judgment in quo warranto is issued so that the rightful board may reclaim access to Omar Mosque's interpleaded funds. Id. at ¶ 29.

{¶ 13} Thus, the Khan/Ball faction brought a quo warranto action in the Tenth District Court of Appeals.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
130 N.E.3d 227, 2018 Ohio 5112, 156 Ohio St. 3d 513, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-ex-rel-dewine-v-omar-ibn-el-khattab-mosque-inc-ohio-2018.