State ex rel. Yost v. Omar Ibn El Khattab Mosque, Inc. (Slip Opinion)

2019 Ohio 1958, 130 N.E.3d 236, 156 Ohio St. 3d 523
CourtOhio Supreme Court
DecidedMay 23, 2019
Docket2017-1067
StatusPublished
Cited by4 cases

This text of 2019 Ohio 1958 (State ex rel. Yost v. Omar Ibn El Khattab Mosque, Inc. (Slip Opinion)) 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. Yost v. Omar Ibn El Khattab Mosque, Inc. (Slip Opinion), 2019 Ohio 1958, 130 N.E.3d 236, 156 Ohio St. 3d 523 (Ohio 2019).

Opinions

Per Curiam.

*523{¶ 1} This matter is before us as a result of a motion for reconsideration filed by the Reash/Brey1 respondents-appellants, one of the factions purporting to *524represent Omar Ibn El Khattab Mosque, Inc. ("Omar Mosque" or "the corporation"). Relator-appellee, the Ohio Attorney General,2 and respondent-appellee, the Khan/Ball faction of the corporation, each filed memorandums opposing reconsideration.

{¶ 2} The Ohio Attorney General commenced this case by filing a complaint for a writ of quo warranto in the Tenth District Court of Appeals seeking to dissolve the corporation. On December 20, 2018, we affirmed the decision of the Tenth District granting the writ and remanding the matter to that court with the instruction to appoint trustees and then return the case to the common pleas court to oversee the dissolution of the corporation. State ex rel. DeWine v. Omar Ibn El Khattab Mosque, Inc. , 156 Ohio St.3d 513, 2018-Ohio-5112, 130 N.E.3d 227 (" Omar Ibn El Khattab Mosque I ").

{¶ 3} For the reasons set forth below, however, we grant the motion for reconsideration, vacate our decision in Omar Ibn El Khattab Mosque I , reverse the judgment of the court of appeals, and remand the case with instructions to deny the writ.

I. Background

{¶ 4} Omar Ibn El Khattab Mosque, Inc., is an Ohio nonprofit corporation that was formed in 2007 as a separate entity from the Islamic Society of Greater Columbus ("ISGC") pursuant to a document titled "Referendum on Reorganizing and Restructuring ISGC" ("the referendum"). According to the pleadings that have been submitted by the parties, the referendum established a nonprofit organization, called the Omar Mosque Association ("OMA"), to be responsible for religious and philanthropic activities at the mosque. The referendum named seven individuals as the initial board of directors ("initial board" or "the Reash/Brey faction") "for a term ending on 12/31/2009."3 The referendum then *238provided, "This Board will be in charge of Omar Mosque and will write a Constitution and By-Laws for OMA to be ratified by its members no later than 12/31/2007."

{¶ 5} The corporation filed initial articles of incorporation with the Ohio secretary of state's office on June 21, 2007. Also in 2007, the board began to raise money for a construction/expansion project to improve the mosque. By September 2011, as construction was starting, the board had raised around $400,000 for the project. The funds were deposited into Omar Mosque's account at JP Morgan *525Chase Bank, N.A. ("Chase Bank"), and constituted 90 percent of the corporation's funds.

{¶ 6} The dispute underlying this writ action is a schism between the Reash/Brey faction and the Khan/Ball faction that resulted in an inability to access those funds. The factions disagree about the underlying cause of the schism. In the view of Ghassan Bin Hammam, a member of the Reash/Brey faction, the dispute began as a personal conflict between Ayed, one of the initial board members, and a concerned community member, Nasir Hassan. According to Bin Hammam, as the conflict escalated, "Mr. Hassan started to challenge the legitimacy of the Board." The "challenge [to] the legitimacy of the Board" concerned the fact that after the initial board was appointed, there were no further elections. The referendum purportedly stated that the term of the initial board would expire at the end of 2009, but the initial board continued to govern beyond that date. Bin Hammam, however, attested that the initial board governed past 2009 without complaint and "with [the] consensus of the community" because certain essential tasks, such as establishing a formal membership roll, had not been completed due to the press of other Omar Mosque projects. Basil Mohamed Gohar, who-according to the Reash/Brey faction-is the current president of the board of directors, attributes the division primarily to opposition from the Khan/Ball faction to the expansion project.

{¶ 7} For its part, the Khan/Ball faction failed to properly admit its evidence but generally argues that the schism was caused by complaints from members of the Khan/Ball faction about the initial board's lack of transparency, failure to follow corporate formalities, refusal to hold elections, and the allegedly excessive salary paid to the Imam.

{¶ 8} In response to the concerns raised by members of the Khan/Ball faction, the initial board scheduled a special meeting for October 8, 2011. At the meeting, members could vote for one of two potential resolutions: either retain the initial board members and add four new seats by election or elect a completely new board. At the October 8 meeting, the majority of attendees voted for the first option. Dissatisfied with the outcome of the October 8 election, two weeks later-on October 22-members of the Khan/Ball faction convened its own meeting, at which attendees elected their own schismatic board of directors ("the second board").4

{¶ 9} The second board then drafted a resolution allowing it to assume control of the corporation's bank accounts at Chase Bank. Upon presentation of the *526second board's credentials as officers, Chase Bank transferred signing authority to those officers. *239{¶ 10} On November 23, 2011, members from the initial board (a.k.a. the Reash/Brey faction) filed suit in the Franklin County Common Pleas Court in the name of Omar Mosque against the individual members of the second board (a.k.a. the Khan/Ball faction), seeking damages and equitable relief and alleging that they were the lawful board members. Masjid Omar Ibn El Khattab Mosque v. Salim , Franklin C.P. No. 11-CV-14615. The Khan/Ball faction counterclaimed and sought a declaratory judgment stating that the second board was the legitimate board of directors of the corporation.

{¶ 11} On February 16, 2012, the court of common pleas filed an agreed entry allowing Chase Bank to interplead and deposit with the clerk of courts $432,313.19, the amount on deposit from Omar Mosque's three 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).

{¶ 12} On August 16, 2012, the court of common pleas sua sponte dismissed case No. 11-CV-14615, 2012 WL 8717620 (Aug.

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2019 Ohio 1958, 130 N.E.3d 236, 156 Ohio St. 3d 523, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-ex-rel-yost-v-omar-ibn-el-khattab-mosque-inc-slip-opinion-ohio-2019.