Appeal from the Circuit Court of Cook County. No. 95 CH 9682 Honorable Deborah M. Dooling, Judge Presiding.
The opinion of the court was delivered by: Justice Greiman
MODIFIED UPON DENIAL OF REHEARING MARCH 16, 2006
Plaintiffs Jabir Muhammad (Jabir), John Glenn Omar (John), and Dr. Samella Abdullah (Abdullah) appeal from the circuit court=s denial of their request for declaratory judgment that they were the duly elected and legitimate directors of the Muhammad Islamic Corporation (Corporation), and that defendants Safiyya Muhammad-Rahmah (Safiyya), Omar Muhammad (Omar), and Mulazim Rahmah (Mulazim) were not the legitimate directors. For the reasons that follow, we affirm the circuit court=s order and we remand with instructions to appoint a custodian to take possession of the Corporation=s assets and establish a new board of directors, in accordance with the provisions of section 112.55(c), (d), and (e) of the General Not-For-Profit Corporation Act of 1986 (Act). 805 ILCS 105/112.55(c), (d), (e) (West 2004).
The present appeal represents this court=s third encounter with this case. In 1995, Jabir filed a petition for leave to initiate a quo warrantor action against the defendants alleging that they had improperly assumed the directorships and offices of the Corporation and acted illegitimately in removing Jabir as president and chairman of the board. The circuit court granted defendants= motion to dismiss, finding that any resolution of Jabir=s claims would require interpretation of Islamic religious doctrine. Jabir appealed, arguing that the circuit court could resolve his claims under state laws. This court reversed, holding that the circuit court could resolve Jabir=s claims applying the principles contained in the Corporation=s governing documents and the provisions of the General Not For Profit Corporation Act of 1986 (Act) (805 ILCS 105/101.01 et seq. (West 1996)). People ex rel. Muhammad v. Muhammad-Rahmah, 289 Ill. App. 3d 740, 745-46 (1997).
On remand, Jabir filed an amended complaint for declaratory judgment alleging that he and the other named plaintiffs were the rightful directors of the Corporation. Soon afterward, plaintiffs= counsel was granted leave to withdraw, and their replacement counsel was compelled to withdraw after a potential conflict arose. On the date the circuit court had set for status, July 21, 1999, neither plaintiffs nor their counsel appeared. On defendants= motion, the circuit court dismissed the complaint with prejudice for plaintiffs= failure to appear. Plaintiffs= new counsel filed an appearance on September 7, 1999, but was not informed that the case had been dismissed until November 10, 1999. Plaintiffs later filed a motion pursuant to section 2-1401 of the Code of Civil Procedure to vacate the dismissal order. 735 ILCS 5/2-1401(b) (West 1998). After a hearing, the circuit court granted the motion, stating that the dismissal order should not have been entered with prejudice. Defendants appealed. In a summary order, we affirmed, finding that the entry of the dismissal order with prejudice was erroneous and that the circuit court=s subsequent vacatur was correct. Muhammad v. Muhammad-Ramah, No. 1-01-0004 (2002) (unpublished order under Supreme Court Rule 23).
On remand, plaintiffs filed a second amended complaint seeking declaratory judgment that Jabir, John Glenn Omar, and Abdullah were the duly elected legitimate board directors and that defendants were without authority to represent themselves as the Corporation=s directors, and orders compelling defendants to turn all corporate funds and assets over to plaintiffs. The trial proceedings took place initially in front Judge Lester Foreman and subsequently in front of Judge Deborah Mary Dooling. The following facts were established:
Jabir established the Corporation in 1978, when it was known as the Jabir Muhammad Mosque (it was renamed in 1988). The Corporation=s articles of incorporation named Jabir as its president and an initial member of its board of directors, which also included Wallace D. Muhammad, and Charles Lomax. There is no record to indicate that the Corporation filed any bylaws prior ro 1991.
Jabir donated a plot of land to the Corporation, and a formal mosque was constructed there in 1983. Jabir=s daughter, Safiyya, began working for the Corporation as a secretary in 1985, and in 1987 was appointed to the board of directors and elected to serve as the Corporation=s treasurer. Her husband, Mulazim, was appointed to the board in 1990.
The board, as it consisted then of Jabir, Safiyyah, Mulazim, and Jabir Nuri Madina, adopted the Corporation=s initial bylaws on February 1, 1991.
One of the bylaws, section 8.2, provided that all board members must be Muslim and abstain from major Islamic violations and that no spouse of a director would be a director as well.
Section 8.3 established that the Corporation would have an odd number of directors, that future directors would be chosen by the current directors, and that each director would hold office as long he or she was in good health, living a sound Muslim life, and performing well in that capacity. The same provision also stated that a board member could resign at any time by giving notice to the Corporation=s president or secretary.
Section 8.6 stated that notice of a special board meeting would issue two days beforehand and that any director could waive notice, for example, by attending such a meeting. Section 8.8 established that two or more board members, at least one of whom was the president, constituted a quorum for the purpose of transacting Corporation business. Section 8.12 named Jabir as the chairman of the Corporation=s board of directors. It was unclear who else constituted the board at that time.
Prior to the establishment of the bylaws in 1991, the articles of incorporation made no provision for the terms of board members or their election.
Jabir testified that he had founded the Corporation in 1978 as a nonprofit corporation. He also stated that Lomax had prepared and filed the Corporation=s annual reports from 1978 until 1987, that he and Abduallah Roussi prepared the annual report for 1987, and that he signed the annual reports for the years 1988 until 1993. The reports from 1994 until 2002 had been signed by Safiyyah in her capacity as the Corporation=s secretary, but Jabir denied that Safiyyah was the secretary at that time or that she had the authority to issue annual reports.
Jabir identified the Corporation=s bylaws and stated that he intended to revise them at one time, in order to ensure that either he or a select few individuals would serve on the board in the future. He asserted that he and Madina had adopted the revised bylaws but that any records thereof and the minutes of the meeting at which they were adopted were stolen by defendant Omar.
Jabir also related that in 1993, the Corporation undertook a fundraising effort to support its mission. It solicited donations from residents of the Middle East, some of whom were reluctant to support an organization with a father and daughter serving on its board of directors. As a result, Safiyyah left the board but remained in her capacity as Jabir=s executive secretary. Jabir could not recall any of the circumstances surrounding her decision to resign or whether it had been recorded in any way. Jabir could also not recall how Rahmah came to be identified as one of the board=s directors in 1994, and asserted that section 8.2 of the bylaws should have prevented their serving as directors simultaneously. He also asserted that Omar had never been elected as a board director either.
Jabir related that he learned of his removal from the board in 1995 by Safiyyah, Rahmah, and Omar when he attempted to enter the mosque and found that the locks had been changed during renovations. To his knowledge, the board consisted at that time ...