State ex rel. Salim v. Ayed (Slip Opinion)
22 N.E.3d 1054
Ohio2014Background
- Omar Ibn El Khattab Mosque was formed in 2007 with an interim board (Old Board) whose term was to expire after two years and whose duties included creating membership rules and bylaws. The Old Board allegedly failed to perform those duties or relinquish control in 2009.
- Dissatisfied mosque members organized a membership meeting, created a membership list, held nominations and elected a New Board; six relators are members of that New Board.
- The New Board attempted to act (including addition of bank signatories); the Old Board froze mosque accounts and sued in common pleas, depositing mosque funds with the county clerk pending resolution.
- Relators filed a quo warranto action in the court of appeals seeking to oust Old Board directors; the Old Board moved for summary judgment arguing relators lack standing to bring quo warranto against private nonprofit officers.
- The Tenth District adopted the magistrate’s recommendation to grant summary judgment to the Old Board based on State ex rel. Hawthorn v. Russell and dismissed the quo warranto petition. The Ohio Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument (Salim) | Defendant's Argument (Ayed et al.) | Held |
|---|---|---|---|
| Whether private individuals have standing to bring quo warranto to oust officers of a private nonprofit corporation | Relators argue statutes don’t expressly bar private persons and claim common-law and case authority permit private quo warranto to oust corporate officers | Defendants rely on Hawthorn and statutory scheme limiting quo warranto to attorney general/prosecutors except persons claiming a public office | Held: No standing; private individuals cannot use quo warranto to remove officers of a private, not-for-profit corporation under Ohio law |
| Whether directors of a private nonprofit qualify as a “public office” under R.C. 2733.06 | Relators argue “public office” should include nonprofit directors to allow their quo warranto claim | Defendants argue private-corporation officers do not perform sovereign public functions and thus are not public officers | Held: Directors of a private nonprofit are not public officers; the public-office concept requires delegation of sovereign functions |
| Whether the court should direct the attorney general to bring quo warranto on relators’ behalf under R.C. 2733.04 | Relators ask the court to compel the attorney general because no other remedy exists and funds are frozen in court | Defendants oppose; no court interest justifies compelling the AG | Held: Court refused to direct the attorney general; Thompson precedent limits such orders to matters affecting court business |
| Whether pre-Hawthorn appellate/common-pleas decisions allow private quo warranto against corporate officers | Relators rely on older and lower-court decisions allowing quo warranto or noting it is the proper remedy | Defendants contend Hawthorn supersedes those decisions | Held: Hawthorn controls; many earlier cases are inapposite or overruled by Hawthorn |
Key Cases Cited
- State ex rel. Hawthorn v. Russell, 107 Ohio St.3d 269 (2005) (private persons may bring quo warranto only when claiming a public office; limits quo warranto against private nonprofit officers)
- State ex rel. Halak v. Cebula, 49 Ohio St.2d 291 (1977) (private relator must show personal entitlement to the office and that it is unlawfully held to bring quo warranto)
- State ex rel. Cain v. Kay, 38 Ohio St.2d 15 (1974) (discussion of the contours of ‘‘public office’’ in quo warranto context)
- State ex rel. Atty. Gen. v. Jennings, 57 Ohio St. 415 (1898) (definition: a public office involves delegation of sovereign governmental functions)