IN THE ARBITRATION OF
Alam Mustafa, Bilal Murtaza,
Qadir Mohiuddin Mohammad,
Fazale Sharif
Claimants
and

Interim Decision

Khalid Baig, Jamal Qureshi,
Raffath Shareef, Rehana Markar
Respondents
And Cross-Action

This arbitration concerns the management of the Islamic Society of the East Bay (ISEB), a
religious nonprofit corporation which runs a mosque. The evidentiary hearing took place on December 2-5,
2014, and March 9-11, 2015. The parties appeared personally, although not all parties were there every
day, and through counsel. Paul deLorimier, Esq. appeared on behalf of Alam Mustafa, Bilal Murtaza, Qadir
Mohiuddin Mohammad, and Fazale Sharif. Omair M. Farooqui, Esq., appeared on behalf of Khalid Baig,
Jamal Qureshi, Raffath Shareef, and Rehana Markar. Carl A. Sundholm, Esq., appeared on behalf of
Cross-Complainant Jamal Qureshi.1 Both sides recorded the proceedings. At the close of the hearing, all
parties rested their cases and counsel confirmed that they had the opportunity to present all evidence they
wished to present. The parties have filed post-hearing briefs, the last of which was received on April 20,
2015.
The arbitrator has reviewed the oral testimony, the exhibits, and the arguments of counsel, and is
prepared to make a decision.
Before issuing a final award, I wish to provide the parties an opportunity to identify issues which
the proposed decision fails to address but should, correct factual or typographical errors, and bring any
other unusual circumstances to the arbitrator's attention before the decision becomes final and the award
is issued. This is not an invitation to reargue what has already been stated. But given the scope of the
testimony, the number of exhibits, and the access of both sides to recordings of the testimony, the
arbitrator will be more receptive to corrections of the factual record than is usual. Moreover, there are a
number of aspects to this decision which were discussed not at all or only in a very limited way in the
parties’ briefs, and the arbitrator will consider arguments on those points. The arbitrator may communicate
with all counsel if there are particular issues that it would be helpful to address. Anything the parties or
counsel want to bring to the arbitrator's attention should be delivered to the arbitrator no later than fifteen
days from the date of this Interim Decision, or May 26. The arbitrator will consider anything provided and
will either schedule an oral argument or render the final award shortly thereafter.

1

I apologize in advance if I misspell anyone’s name (some of which are spelled various ways on
the documents) or through clumsiness cause offense.

 At the outset, given the nature of the dispute and the possibility that members of ISEB community
who were not present at the hearing will read this opinion, the arbitrator wishes to make a few things clear.
Although the parties have strong feelings about the underlying reasons for the dispute and expressed
negative opinions about one another’s motivations and management of ISEB, none of these factor in the
arbitrator’s decision. This is not a judgment of moral right and wrong, and who has been a
good/honest/moral or bad/dishonest/corrupt director of this mosque. Nothing in this decision should be
construed as an endorsement or criticism of anyone’s policies, goals or actions. Indeed, in the issues that
are core to this decision, both sides received legal advice that supported their actions. Unfortunately, those
legal opinions were inconsistent and it is left to this arbitrator, an outsider to the community and its history,
to render a decision about its corporate management.
Subject to the possibility of amendment, the arbitrator, having fully considered all the evidence and
all the arguments concerning the dispute, makes the following findings and decisions.

Background and Litigation History
ISEB has operated more than 20 years and is governed by a charter entitled Constitution, which
operates as its Bylaws and has been amended by the membership from time to time. There were disputes
concerning an election for the board of directors in the summer of 2013. The board has nine members,
three of which are elected every year to serve three year terms. At the time of the dispute, there were six
members continuing their terms (“carryover members”) and three members were newly elected.
Complaints were made challenging the propriety of the election of the three new members. Disputes about
whether the three newly elected members should be allowed to participate resulted in the board members
meeting separately as two boards, one with the newly elected members and one without, each claiming
control of the organization.
For ease of reference, I will refer to the various boards acting after June 2013 as the Baig board
(Dr. Khalid Baig was the Vice-President of the 2012-2013 board and was nominally leading the carryover
board until a new president was elected), the Ahmed board (Mushtaq Ahmed was elected as president at
the first meeting of the alternative board, consisting of the three newly elected members and two of the
carryover members, Qadir Mohiuddin and Fazale Sharif, who objected to the Baig board failing to allow the
newly elected members to participate), and the Waqar Khan board (Waqar Khan was appointed director by
the Baig board after it removed Messrs. Mohiuddin and Sharif, and then was elected president on October
16, 2013; the first name is necessary because of the other Khans featuring in the narrative).
The Petitioners in this case are the members of the Ahmed board other than Mr. Ahmed. The
Respondents are the members of the Baig board. The Petitioners in this arbitration assert that the Baig
and Waqar Khan boards improperly removed Petitioners, four of the nine elected directors, and thereafter
ran the ISEB without legal authority.
The Alameda County Superior Court ordered this dispute to arbitration based on the record before
it, including the First Amended Petition for Arbitration filed by Petitioners and the Verified Cross-Complaint
Under Corporations Code §9418 filed by Mr. Qureshi and asserting arguments in favor of all Respondents.
ISEB Mngmt Interim Decision p. 2

 There were actually several lawsuits, a request for a hearing before the Shariah Council, and a number of
twists and turns, but I will limit the history to the key events relevant now.
In a separate lawsuit, on November 26, 2013, the court ruled that in 2013 Mushtaq Ahmed was not
eligible to run for reelection under the Bylaws because he had served two prior terms, one of which was a
partial term but which the court held counted as a term under the Bylaws. The court found that Mr.
Ahmed’s election was void ab initio, and ordered a new election to replace him. In yet another lawsuit, on
February 4, 2014, the court held that the Khan board could not require ISEB members to fill out a new
application as a condition for voting in that replacement election, but could require in-person voting with
photo identification; the Waqar Khan board renoticed the election and carried it out in compliance with this
directive.
On April 3, 2014, the court granted the petition for arbitration and denied respondents’ request for
a judicial determination, ordering all the issues in the petition and cross-complaint to arbitration. On July
22, 2014, the court appointed me to be the arbitrator. The arbitration was set for a hearing in early
December 2014, but the four days set aside for the hearing were insufficient to complete the testimony, so
the additional hearing days in March 2015 were added.

Findings of Fact
The standard of proof in this matter is a preponderance of the evidence. Accordingly, my findings
are based on that standard, which is far less than a certainty. 2
1. The ISEB Constitution provides for annual elections in June of each year to elect three new
board members whose term begins July 1 and ends on June 30. (Art. IV, §2.b, Exhibit A3p.22) The terms
of three existing board members terminate June 30. Generally, the election is held around the time of and
in conjunction with the annual general body membership meeting, which is held the last Saturday in June.
2. In practice, the election is managed by the Election Committee, the head of which is appointed
by the Board of Directors. The Election Committee creates a roll of eligible voters (in conjunction with the
Membership Committee), and distributes election materials to the membership both for nominations to the
board and for the election itself. (Art. IV, §2.d, Ex. A3p.22) Under the Bylaws, no nominee can be on the
Election Committee (Art. IV, §2.e, Ex. A3p.22), which by tradition runs independently of the board.
In the first half of 2013, the Election Committee was chaired by Alam Mustafa, who had held the
position for approximately 18 years. He described the process by which the roll of eligible voters is created.
In 2009, the Bylaws were amended to provide that the election committee will audit the membership before
any election or vote. (See Art. II, §4.b, Ex. A3p.19) The Membership Committee provides its list of
members and the Election Committee compares that list with records of bank deposits and receipts in the

2

For readers without a legal background, a preponderance of the evidence is often expressed as
requiring 50.1% probability in the judgment of the finder of fact, who in this case is the arbitrator.
ISEB Mngmt Interim Decision p. 3

 categories of payments which can comprise the annual member’s dues, which under the Bylaws may be
for construction, operation or membership fees. (See Art. II, §1.d, Ex. A3p.18) Mr. Mustafa provided the
cover sheets for the audited membership lists in 2011, 2012 and 2013. (Ex. E39)3 The amended list is
returned to the Membership Committee and posted on the bulletin board available for members to see.4
At the time of the election, the Membership Committee provides the Election Committee with
sheets of address labels to attach to envelopes to the membership containing initially, nominating papers,
and later, the ballot for the election. The ballots are stamped with blue ink and marked with a sticker
containing a tracing number, which allows the Election Committee to check at the time the ballots are
submitted to be sure no one votes more than once. Mohammad Khan, who replaced Mr. Mustafa as chair
of the Election Committee in mid-2013, described how votes were counted in the August 2013 election:
ballots were collected from the ballot box and the mail box, they were opened with the committee members
present, the labels on the ballots were compared to the list to confirm their validity, and the votes were then
tallied. Mr. Mustafa agreed that this described the methodology he used in prior elections.
3. In June, 2013, the Election Committee chaired by Alam Mustafa found there were four
nominations for directorship positions but one, Vazir Mansuri, was ineligible because he had not been a
member at the end of 2013 as required by the Constitution. The Election Committee determined that
therefore there were only three eligible candidates and on June 10 announced that those three were
elected (Ex. D25), without obtaining the board’s approval for this action. Indeed, Mr. Mustafa testified he
acted contrary to board direction, but he believed the Constitution required that Mr. Mansuri not be
included on the list.
Mr. Mansuri had been in an ongoing dispute with ISEB about his membership status which had
been submitted to the Shariah Council for determination. Sometime after May 29, after hearing from Mr.
Mansuri without the ISEB present, the Shariah Council informed the board that ISEB would be given the
opportunity to refute Mr. Mansuri’s claims, but if not, the Council recommended that he be treated as a

3

Respondents challenge whether these audits ever took place. Mr. Mustafa’s lists mention a
number of people who participated in the audits, including respondent Raffath Shareef in one year. Ms.
Shareef testified that she did not participate in the audit, although she did review some records. Given Mr.
Mustafa’s testimony, and the fact that a second audit in 2013 conducted by Mr. Mustafa’s replacement
confirmed that the voter list was accurate (the only exception being one member who paid dues but whose
membership application form could not be located), I find that Mr. Mustafa and others did conduct audits.
4

There were many disputes about how long the list was posted, and whether Mr. Mustafa, Hamid
Ali (the Membership Committee chair), Mushtaq Ahmed (the board president at one time), the Imam, and
others had special access to lists of members with contact information. The Bylaws provide that
membership lists, including names, addresses, phone numbers and email addresses, shall be kept
confidential. (Art. II, §5, Ex. A3p.19) I do not find persuasive the evidence provided by Respondents to
demonstrate that certain people, in particular Mr. Ahmed, had special access to contact information for the
members and used it for improper electioneering. All that was proven is that he actively campaigned, which
does not violate any rules.
ISEB Mngmt Interim Decision p. 4

 member. (Ex. E12) On June 6, the board voted to reinstate Mr. Mansuri to membership and later made
that reinstatement retroactive to make him eligible to run for director in 2013. (See Exs. E40, E15, E21)
The ISEB board determined that the Election Committee should not have decided or announced the
election results and there would have to be a new election (Ex. E21), and on June 18 informed Mr. Mustafa
that he had been removed as chair of the Election Committee. (Ex. E19)5 By this time, it was not possible
to send out the ballots and hold the election along the usual time lines before July 1, and the holy month of
Ramadan further delayed the election. On June 23, outgoing board president Wajahat Abdulla notified the
community that the election would be delayed and circulated a new nomination form. (Ex. E18) On June
25, Mr. Mustafa submitted his resignation from the Election Committee. (Ex. E20)
4. Mr. Abdulla called a meeting of the board for June 27, at which the board passed a resolution to
set forth a governing structure pending the new election, directing the six carryover members to continue to
run the board. (Ex. D2) Among other things, the minutes reflect: “Dr. Baig will continue to be leading the
board as a Vice President and all the upcoming activities including conduct general body meeting, sitting
upcoming newly elected directors and facilitating in forming new board and officers.”6 Mohammad Khan
was selected as the new Election Committee chair.
5. The 2012-2013 board had placed a number of proposed amendments to the Bylaws on the
ballot. (See Ex. A3 p.43) The election on these issues was held in late July 2013 and was announced on
July 30. Among the amendments was a change to the arbitration provision. (Ex. A3 p.55) The prior version
referred all matter to the Shariah Council of California for determination. The new version referred all
religious matters to the Shariah Council and all other matters to arbitration under Code of Civil Procedure
§1280 et seq. In April 2014, the Alameda County superior court held that the latter provisions applied to
this arbitration.
6. On August 17, 2013, the election for new directors was held. The nomination process had been
reopened and a larger number of participants ran for office. Of 702 ballots mailed to the membership, 455
were returned. The final tally, as determined by the new chair of the Election Committee, Mohammad
Khan, was: Mushtaq Ahmed - 273, Alam Mustafa - 265, Bilal Murtaza - 252, Shahed Javed - 122, Wajahat
Abdulla - 107, Waqar Khan - 63, Hazim Refai - 60, Abdus S. Ghazali - 49, and Shahid A. Khan - 49. (Ex.
E10)7

5

Mushtaq Ahmed objected to this and Messrs. Mohiuddin and Sharif abstained.

6

When quoting board minutes and emails, I have tried to leave the original wording, punctuation,
grammar and format.
7

The other three nominees listed with Mr. Mansuri in June were Mushtaq Ahmed, Shahid Ali Khan,
and Bilal Murtaza. (Ex. D25) The result of reopening the nominations was that Mr. Mansuri dropped out
and six additional candidates joined the race, including Alam Miustafa and the two outgoing board
members (other than Mr. Ahmed) who had not been nominated previously.
ISEB Mngmt Interim Decision p. 5

 7. On August 17, 2013, the Election Committee finalized the count and prepared a tally, which
Mohammad Khan provided to the board. (Ex.10) On August 18, Dr. Baig announced to the community the
final results as determined by the election committee and declared Messrs. Ahmed, Mustafa and Murtaza
elected. (Ex. E1) The same day, Dr. Baig wrote an email to the carryover members and the newly elected
members to schedule the first board meeting of the newly constituted board, addressing them all as
“respected board members.” (Ex. A20) The agenda he provides includes electing officers; it does not
mention “seating” the new members. On August 27, Dr. Baig gave notice for the first new board meeting to
be held on August 30 at 7:00 p.m. (Ex. A21)
8. By long-standing practice, at the first board meeting in the new year, the chair of the Election
Committee attends and manages the meeting by introducing or welcoming the new members and then
conducting the election of the officers, who each year are elected by the board at its first meeting.
9. On August 28, Messrs. Ghazali, Abdulla and Waqar Khan addressed a complaint to Dr. Baig
and Raffath Shareef, carryover secretary of the 2012-13 board, about the elections for both the directors
and the amendments, and specifically asking for an audit of the membership list. (Ex. D23) They also
alleged that those supported by Messrs. Mustafa and Ahmed and Imam Siraj Desai had special access to
member rolls for election purposes, and threatened legal action. On August 29, another member, Abdul
Adenwala, emailed to selected carryover members of the board also complaining that he suspected the
winners had unfair access to member rolls. (Ex. D21)
10. On August 29, Dr. Baig arranged for a meeting of the carryover members with ISEB counsel
Omair Farooqui. Apparently, four participated and Messrs. Mohiuddin and Sharif did not, although Mr.
Sharif was on the phone. (See Ex. D32) Mr. Farooqui wrote a memo responding to questions and advising
that the carryover board could conduct an inquiry into the complaints and then “certify” the election results.
(Ex. A22) The memo notes that since the newly elected members terms begin on July 1 according to the
Bylaws and that the new board had not elected officers for the year, it must conduct the inquiry
immediately. It further advises that the carryover board can conduct business since it included six
members, and five is a quorum. In light of the provisions in the bylaws that the new directors’ terms begin
on July 1, prior to the first meeting of the new board, it stresses: “Therefore, we recommend that, only
administrative/emergency meetings be held with the [carryover board] members. All substantive meetings
be held only after the newly elected directors are certified.” The memo does not cite any legal authority or
provision in the Bylaws concerning the power to “certify.”
11. Dr. Baig called for a meeting of the carryover board on August 30 at 7:30 a.m. It is not clear
what notice was given, although the evidence supports the finding that no notice was given to the three
newly elected members.8 The minutes of that meeting show that there was a somewhat contentious
discussion about whether the board should permit the three newly elected members to participate until it
had conducted an inquiry. (Ex. D20) Ultimately, four members voted to conduct an inquiry before certifying

8

Respondents argue that this meeting was noticed on August 27, citing Ex. A21, but as noted
above that notice was for 7:00 p.m., not 7:30 a.m. The three new members were not given notice of the
August 30, 7:30 a.m. meeting.
ISEB Mngmt Interim Decision p. 6

 the election results and allowing the new members to participate: Dr. Baig, Jamal Qureshi, Rehana Markar
and Raffath Shareef. I refer to these four as the Baig board.
Two votes were recorded as abstentions, by Qadir Mohiuddin and Fazale Sharif. Mr. Mohiuddin
reportedly said: “No inquiry based on six board members. All nine board members will sit together and
decide tonight.” (Dr. Baig’s prior notice to all nine board members was for a meeting that same evening.
(Ex. A21)) Mr. Mohiuddin also argued that seating the three newly elected members immediately was
necessary to avoid divisions, and stated he opposed the inquiry before he walked out. The discussion
seemed to have been phrased as a choice between conducting the inquiry while not allowing the new
directors to participate in the board, or not conducting the inquiry at all. 9 This was the last time the six
members of the carryover board met together.
There was evidence about prior practices of the board responding to complaints about elections.
There was no evidence that the board had ever reviewed an election, certified the results, or delayed
allowing any newly elected members to participate in board activity. No one disputed that preventing newly
elected board members from participating was unprecedented at the ISEB.
12. Messrs. Mohiuddin and Sharif gave the required 72-hour notice to all nine board members for
a meeting for September 3. (Ex. A47) Under the Bylaws, any two directors can notice a special meeting.
(Art. V §3, Ex. A3p.23) The Baig board did not attend, leaving Messrs. Mohiuddin and Sharif and the three
newly elected members. At this meeting, the attendees elected Mushtaq Ahmed president. (Ex. A50)
These five I refer to as the Ahmed board.
13. From this point on, there were exchanges between the attorneys for the contestants and
various flurries of litigation. The parties generally took the same positions then as they take now
concerning the rectitude of their own and the others’ conduct. There were also a series of disputes over
control of the ISEB bank account, the notice board, the committees, access to meeting rooms, and the like.
The impression left on the arbitrator is that it was a difficult period for the organization given the split
among board members. As these matters do not bear on the result, the details will not be discussed
further.
14. The Ahmed board had a series of meetings in September and early October, inviting the Baig
board members to attend, which they did not. The Ahmed board voted to conduct an independent inquiry
of the complaints on September 8, but apparently they did nothing other than rely on the investigation
being conducted by the Baig board. Since Mr. Ahmed was later found to be ineligible to run for reelection
by the court in November, Petitioners concede that the Ahmed board lacked a quorum for any of its actions
and do not claim any of those actions were valid acts of the board.

9

On August 30, Robert Arthur, an attorney acting for some or all of the Petitioners at the time,
wrote Dr. Baig reinforcing the point that the investigation could continue while the newly elected members
participated in board activities.
ISEB Mngmt Interim Decision p. 7

 15. Meanwhile, the Baig board had no further meetings until late September. They testified that
they were attempting to have the Election Committee chair and the Membership Committee chair, Hamid
Ali, meet to resolve any questions about the list of members eligible to vote, and Mr. Ali was
uncooperative. They accuse the Ahmed board members of obstructing their efforts. There is an email from
Mr. Ahmed to Mr. Ali not to share records with any board member (Ex. E17), although there was no
testimony explaining any effect of this. In any case, on September 26, Dr. Baig announced to the
community that the Election Committee chair had compared the membership list with ISEB’s CPA records
of payments and “concluded that a total of 105 votes were improperly cast.” (Ex. A41) He called for a
meeting of the board to discuss how to respond to this information.
As discussed below, this conclusion proved to be untrue. There was no discussion in this email or
in the subsequent board minutes of the arithmetical fact that even if all 105 suspect votes were found to
have been invalid and were discarded and had all been for the top vote getters, the same three candidates
would still have received the highest number of votes and would be elected. See ¶6 above. In other words,
the investigation of the 105 suspect votes could not change the result.
16. On September 26, Dr. Baig noticed the meeting for September 29 and gave formal notice to
the six carryover members and to the community subscribed to the ISEB google groups listserve (hereafter
“google groups”). (Ex. D3)10 Messrs. Mohiuddin and Sharif did not appear, leaving only four attendees,
short of the five necessary for a quorum under the bylaws. (Art. V, §2, Ex. A3p.23) The minutes of the
meeting acknowledge the lack of quorum and report that Hamid Ali and Mohammad Khan, the chairs of the
Membership and Election committee respectively, agreed to conduct an inquiry into the member list. (Ex.
D29) Mr. Farooqui wrote an email to Messrs. Mohiuddin and Sharif confirming that they did not participate.
(Ex. D6)
17. Within hours of the first special meeting, Dr. Baig gave notice in the same way of a second
special meeting for October 2 with the minimum 72-hour notice. (Ex. D4) The agenda was to discuss the
investigation and response to it. Once again, the same four members appeared and the same two did not.
(Ex. D30) The meeting was adjourned when service of one of the lawsuits was executed during the
meeting. It is not clear what the purpose of the meeting was since the investigation by Mr. Ali and Mr. Khan
had not yet occurred. On October 3, Dr. Baig wrote an email to Messrs. Mohiuddin and Sharif warning
them that if they did not attend the next meeting the Baig board would invoke the provisions of Article IV,

10

There were a number of disputes about whether board members and other members of the ISEB
community received announcements through distribution on certain subgroups of email addresses or on
the community googlegroups listserve. Qadir Mohiuddin, Fazale Sharif, Bilal Murtaza and Mohammad
Khan testified that they were not on the google groups list. No clear testimony was provided concerning
who received emails from any of these groups. Whether or not the three newly elected members received
or saw a notice for the board meetings called by the Baig board, it is undisputed that the Baig board had
no intention of permitting the new members to participate until after the inquiry was finished, and the
notices were for meetings of the “existing six members.” (Ex. D3, D4, D31) The arbitrator concludes that
the three new members were not given proper notice of a board meeting before the October 10 scheduled
meeting, which will be discussed further in the text.
ISEB Mngmt Interim Decision p. 8

 Section 4.b.3 of the Bylaws. (Ex. D10) That provision permits the board to declare a board member’s office
vacant if he “fails to attend three consecutive meetings, without permission of the president.” (Art. IV,
§4.b.3, Ex. A3p.23)
18. On October 3, Dr. Baig gave notice in the same way of a third special meeting for October 6, at
1:30 p.m., again to discuss the investigation and the appropriate response. (Ex. D31) In the morning of
October 6, Messrs. Ali and Khan met and went over the records, concluding that 104 of the questionable
105 voters were indeed eligible. The CPA records, which Mr. Khan described as confusing, needed to be
reconciled with variations in the names of members based on spelling, reversing the order of names, and
inclusion by members of the community of additional names in some contexts but not in others (adding
“Mohammad” at the mosque but not on checks, for example). All of the names were reconciled, but they
found one case in which they could not locate the original membership application.
There followed a flurry of emails among the board members. (See Ex. D32) At 11:37 a.m., Mr.
Qureshi wrote to all nine members asking that Messrs. Mohiuddin and Sharif attend to form a quorum so
the findings of the investigation could be confirmed. (Ex. D19p.2) At 12:36 p.m., Mr. Mohiuddin wrote back
that his attorney had previously written to Mr. Farooqui that he and Mr. Sharif would not be attending the
special meetings because the Baig board was refusing to accept the newly elected members. (Ex. D19p.1)
At 1:17 p.m., Mr. Qureshi responded that “we are not refusing we are accepting the findings ... . Please
attend today’s meeting to validate results.” (Ex. A28) The two did not attend the 1:30 p.m. meeting.
19. At the October 6 meeting, the Baig board heard the report of Messrs. Ali and Khan and
confirmed the August election of the three new members. (Ex. D32) The next paragraph reads in full: “The
Board next considered the absence of Brs. F. Shareef and Q. Mohideen from the Special Meeting. The
Board will submit these meeting Minutes for their ratification prior to the First Meeting of the New Board,
consisting of 9 members, at which Officers will be elected.”
The minutes say nothing about removing Messrs. Mohiuddin and Sharif or declaring their seats
vacant. The other evidence on this subject is confusing and conflicting, and hotly disputed. While the
minutes say nothing about any vote being taken or decision being made in this regard, the reference to
“ratification” indicates that some action was taken.11
As will be more fully explained in the Explanation of Decision section below, I find that the Baig
board did discuss removing Messrs. Mohiuddin and Sharif, but did not actually resolve to remove them at
the October 6 meeting. Instead, the board deferred the decision to be ratified later and the two were
removed at the next meeting, which ultimately took place on October 16.

11

There is an array of evidence on this point, some but not all of which will be included in the text.
One comparatively neutral witness, Syed Sarwat, attended the October 6 meeting as a community
member and testified that the board discussed the absence of the two members and voted on their
removal. He was not present at the October 16 meeting, so this was not a matter of confusing the two
meetings.
ISEB Mngmt Interim Decision p. 9

 The minutes conclude by directing Mr. Khan as Election Committee chair to call the first meeting of
the new board for October 10.
20. In the evening of October 6, Mohammad Khan sent an email to all nine members inviting them
to a meeting on October 10 “including the new elected members to seat them in the board.” (Ex. A28) He
was present at the October 6 meeting and but did not indicate in any way that Messrs. Mohiuddin and
Sharif had already been removed, and included them on his email as board members. In the morning of
October 7, Respondents’ counsel Omair Farooqui telephoned Fazale Sharif, the contents of which Mr.
Sharif confirmed later that day in an email: “Thank you for your call this morning, it is nice to know that 4
board members have agreed to include all 9 directors in a full board meeting.” (Ex. D32p.5) It is not clear
whether Mr. Farooqui was actually present at the meeting; Ms. Shareef testified that he was not, although
a “Farooqui” is listed as attending on one form (Ex. D32p.1) but not on another. (Ex. E30) On October 7,
Mr. Mohiuddin responded to Mr. Khan’s email, thanking him and putting forth his own agenda for the
October 10 meeting, including “Review of the Board Meeting date 9-3-13.” (Ex. A48) That was the meeting
of the Ahmed board at which Mr. Ahmed was elected president.
21. On October 8, at 1:39 p.m., Dr. Baig wrote an email to the community through google groups
and to most if not all nine directors, and certainly including Messrs. Mohiuddin and Sharif, announcing that
the board had accepted the results of the Hamid Ali-Mohammad Khan inquiry, and discussing the board
meeting set for October 10 when the three new members “will be announced as Directors and Officers will
be elected.” (Ex. A39) The email/announcement ended: “All members are requested to join, Insha Allah.
May this be an opportunity to bring the community together, Insha Allah.” There is no mention of the
removal of Messrs. Mohiuddin and Sharif.
22. On October 8, at 4:22 p.m., Waqar Khan responded to an email from Mr. Mohiuddin addressed
to Mr. Khan and many others, telling him that he and Mr. Sharif had been “sacked.” (Ex. D32p.3)12 This led
to efforts by counsel for Petitioners, Robert Arthur, to confirm with Mr. Farooqui whether that the two had
been removed. (Ex. E32p.1) Mr. Arthur also informed Mr. Farooqui that he had advised the Ahmed board
to attend the October 10 meeting. Mr. Farooqui apparently did not respond.
At this point, given both Mr. Mohiuddin’s October 7 email and Mr. Aurthur’s communication to Mr.
Farooqui, the Ahmed board had made it clear that it would attend the October 10 meeting noticed by the
Baig board so that all nine directors could have their first board meeting together.

12

Mr. Mohiuddin testified that he understood that he had been “sacked” at the October 6 meeting,
apparently as a result of Mr. Khan’s email, and Mr. Ahmed testified that he understood the two had been
removed sometime before the October 16 meeting, again perhaps because of that and Dr. Baig’s October
13 email discussed in the text.
ISEB Mngmt Interim Decision p. 10

 23. On October 10, in the afternoon prior to the scheduled evening meeting, Mohammad Khan
sent an email canceling the meeting due to a health problem, which he testified was a bad back. (Ex.
E14)13
24. On October 10, at the time and place set for the meeting in Mr. Khan’s October 6 email, the
Ahmed board met, but the Baig board did not appear. (Ex. A54) The minutes for the meeting indicate that
the Ahmed board was responding to the notices sent by Messrs. Khan and Mohiuddin and Dr. Baig
referred to in paragraphs 20 and 21. The board members present concluded that the three newly elected
members should not have been excluded pending the investigation, that their board’s actions from
September 3 forward were valid, and that the actions of the Baig board, which lacked a quorum, were not.
Prior to October 10, the Ahmed board had conducted a number of meetings at the ISEB premises and at
least one was on the same day as the Baig board, but never before had they appeared at the time and
place noticed by the Baig board. (See Ex. D18)
25. On October 13 at 6:05 p.m. (Ex. A30), 14 Dr. Baig wrote an email entitled “Notice of a Board
Action 10.13.2013" directed to Messrs. Mohiuddin and Sharif (and copied to the rest of the nine directors,
but not to the community through google groups) informing them that their board positions had been
declared vacant for failing to attend meetings, for violating the August 30 resolution to conduct a fair
inquiry, and for intentionally boycotting meetings to prevent a quorum being formed. He stated their
positions would be filled at the next board meeting.15
26. On October 13, at 6:06 p.m., Dr. Baig gave notice of a meeting for October 16 to the seven
directors other than Messrs. Mohiuddin and Sharif and to the community through googlegroups, and
describing the agenda as to seat the three new members. (Ex. A40)
27. At the October 16 board meeting, the three newly elected members chose not to attend, and
neither did Messrs. Mohiuddin and Sharif. (Ex. A15) The Baig board reviewed the history of Messrs.
Mohiuddin and Sharif’s attendance and the relevant provision of the Bylaws. The Minutes state: “The ISEB
Board of Directors invoke [the Bylaws] and declared the two positions occupied by Messrs. Mohiuddin and
Sharif in the official ISEB Board as vacant, due to the following reasons,” and listed the same three
reasons as in the October 13 email. (The inconsistent tenses are in the original.) In the language of the
Minutes: “ISEB board proceeds with filling the two open vacancies.” It did so by inviting the next highest

13

Mr. Khan testified that he preferred the Baig board to the Ahmed board. Petitioners wonder
whether his illness was fabricated to avoid holding the meeting. I find that it was not.
14

There is another version of the same email which shows it was sent on October 14 at 6:35 a.m.
(Ex. D11), but I find this to be illogical and since one of them is incorrect, I rely on the earlier time.
15

As mentioned, Dr. Baig was not entirely consistent in his testimony about this, and in his initial
appearance could not explain the date on the email header. He did testify that he did not recall any
discussions among Baig board members between October 6 and October 13 about removing the two
directors. Another member of the Baig board, Rehana Markar, could not recall anything about the email.
ISEB Mngmt Interim Decision p. 11

 vote getters in the August election. According to the Minutes, Mr. Javed declined the offer to join the
board,16 and Messrs. Abdulla and Waqar Khan were appointed. With a quorum of six present, the officers
were elected and Waqar Khan was unopposed as president.
28. There were further meetings on October 27 (Ex. E35) and November 17 (Ex. D13). At the
November 17 meeting, the third meeting at which Messrs. Mustafa and Murtaza were given notice but
failed to attend, they apparently were removed. There is no record of a vote and the language is unclear:
“There are two ISEB board of director position remain open resulting from ... [Messrs. Mustafa and
Murtaza] failed to attend board meetings.” In any case, the board added Abdus Ghazali as a replacement
member and put off selecting another replacement until the next meeting.
29. On November 26, the Alameda County superior court ruled that Mr. Ahmed was ineligible to
run for election in 2013 and his standing as director was void ab initio, i.e. from the beginning, such that
none of his acts as a director were valid. (Ex. B8). The court ordered a new election to be held “to fill the
remaining term of the directorship position formerly held by Mushtaq Ahmed.”
30. At some time during these months, the Waqar Khan board apparently made some changes to
membership rules. There are limited references in the board minutes in evidence showing any resolutions
passed. In the October 27 minutes, the board approved the following: “To avoid any future issue of
membership name publication, Board decided to develop a new form and get the waiver.” Messrs. Qureshi
and Wajahat were delegated to develop the form. (Ex. E35p.3) The discussion of this issue on November
17 was: “Majority of Board of directors discussed and approved following for the current and upcoming
membership geography locaitons. ... All Life time members remain untouched irrespective of their
geographical locations. ‘They remain members for life’”. (Ex. D13) Ultimately, no waiver was included on
the form (Ex. A3p.63) and no geographical restrictions were ever imposed. Nonetheless, these are the only
references to the new membership rules in the board minutes in evidence.
31. On November 28, 2013, Waqar Khan wrote an email to a large group of members, although
not to the ISEB google groups listserve, stating that the board was cleaning itself of the “ghost list” for the
2013-14 election. (Ex. E24p.6) “All old membership lists have been ‘NULL & VOIDED’. The election will be
held at the ISEB campus,” requiring in-person voting with picture identification. (All caps and quotes in
original.) Mr. Khan reports that the board also approved a new application and accounting procedures; the
application must be returned by December 31 for the member to be eligible to vote. Later evidence and the
membership form itself made it clear that the accounting change mentioned was to require payments as
membership dues rather than to other accounts for a member to be eligible to vote, with the payment to be
made by check or, if cash, with a receipt attached to the application. (See Ex. A3p.63)

16

Mr. Javed did not sign the attendance sheet and therefore apparently was not there. (See Ex.
D12.) It seems probable that one or more of the Baig board members discussed the matter before the
meeting. Although none of the witnesses testified at any great length about discussions outside of board
meetings among the various factions, one would expect such conversations to have taken place.
ISEB Mngmt Interim Decision p. 12

 According to another Waqar Khan email of November 28, these changes were made pursuant to a
discussion after the last board meeting, presumably the November 17 meeting. (See Ex. E42) This second
email included a provision: “MEMBERSHIP WILL ONLY BE FINAL ONLY (sic) AFTER BOARD REVIEW
AND APPROVAL.” (All caps in original)
32. According to a January 20, 2014, email from Waqar Khan, “we” (presumably the board, but
again there is no record of board action) extended the verification process for existing members until
January 31. (Ex. E42).17
33. On February 4, 2014, the Alameda County superior court ruled on an application for a
temporary restraining order concerning the ISEB election scheduled for February 9 to fill the seat formerly
held by Mushtaq Ahmed. (Ex. C5) The court ruled that ISEB could not condition voting on submission of an
updated verified application, but could require members to appear in person with photo identification to
vote. The parties disputed what the judge said orally that is not reflected in the written order. In the
absence of a transcript, the arbitrator does not find testimony about what the judge said as convincing
proof of a judicial order.
34. The next board meeting for which minutes were submitted into evidence was on March 2,
2014. (Ex. D14)18 Just before this meeting, Waqar Khan resigned from the board. At the meeting, he was
reappointed to another seat with a longer remaining term (until June 2016), and then reelected as
president. In other words, the board used a manoeuver to extend the period in which Mr. Khan continue as
director without having to run for election by the membership. Israr Khan was appointed as director to fill
the seat vacated by Mr. Khan.
35. Also at the March 2 board meeting, Mr. Abdulla as secretary “informed that minor errors were
made in the recording of October 16th 2013 Board Meeting and November 13th 2013 Board Meeting.” (Ex.
D14) The board authorized the secretary to change the minutes “specifically including the ratification of the
declaration that the director positions of Qadir Mohiuddin, Fazale Sharif, Alam Mustafa, and Bilal Murtaza
being declared vacant ... for unexcused failure to attend three consecutive duly noticed Board of Director
meetings,” and also ratifying the board appointments which had occurred to date. No different version of
those 2013 minutes was introduced into evidence, and so it remains unclear whether the versions in
evidence were those altered after this resolution, or whether the board relied on the resolution alone
without actually changing the earlier minutes.

17

Several witnesses testified about members being told they had to return the new application by
December 31 and when they did not, they were excluded from membership. There was no evidence of any
member submitting the application between December 31 and January 31 but being barred from
membership.
18

It appears that this was the next board meeting after November 17, 2013, since it is at this
meeting that another director was appointed.
ISEB Mngmt Interim Decision p. 13

 36. In March 2014, Mr. Qureshi (in effect acting for all Respondents) filed his Verified CrossComplaint in the Petition for Arbitration action, in which he states that the positions of Messrs. Mohiuddin
and Sharif were declared vacant at the October 16 board meeting. (Ex. A4 ¶9) The complaint was declared
true and correct under punishment of perjury by Mr. Qureshi. Mr. Qureshi was the acting chairperson for
the October 6 meeting. (Ex. D32) The Alameda County superior court presumably relied on this statement
when it found that the removal occurred on October 16 in granting the petition for arbitration. (Ex. A10)19
37. On April 27, the election to replace Mushtaq Ahmed was held. (Ex. A42) The Alameda County
superior court ordered this election “to fill the remaining term of the directorship position formerly held by
Mr. Ahmed.” (Ex. B8) Mr. Ahmed was elected in 2013, so his term would expire in June 2016. Over 400
ballots were sent out and 225 ballots returned in an election conducted entirely on site with identification
required. Enus Mea won. According to Mr. Mea, he was told by Waqar Khan on May 1, at his first board
meeting, that his term would end on June 30, apparently because he had not filled out the new
membership application. (Ex. A43)
38. Referring to the upcoming June 2014 election, Waqar Khan wrote an email on May 26, 2014,
to respond to a question about why Fazale Sharif was no longer considered to be a member. (Ex. A14) He
states that 472 previous members received the new application, and were told that they needed to fill it out
and pay membership fees. Mr. Sharif had not done so, and therefore was not a member.
39. Prior to the June 2014 election, those members who had not filled out the new applications
were removed from the membership rolls and accordingly were not given nomination forms or ballots, were
not permitted to be nominated, and were not permitted to vote. (See Exs. A44-45) According to a May
report of Vazir Mansuri, then the Membership Committee chair, there were only 76 members eligible to
vote. (Ex. E41)
40. The general body meeting was held on June 28. (Ex. E38) There were 38 members present
(Ex. E41), 50% of the current membership which meets the 1/3 quorum requirement. (Art. III, §2.e.v, Ex.
A3p.41) Among other things, the members voted to suspend the Bylaw amendments passed in 2013,
validate the current member list and the board resolution to verify members’ addresses, require official ID’s
and update and revise the membership form. (Ex. E38) As noted above, there is no such board resolution
in evidence. The members also voted to declare the Ahmed board meetings invalid, and to ratify the
Waqar Khan board’s acts in removing and replacing board members, barring board members from
continuing their term if they failed to fill out the new application form, and removing members who failed to
submit the new application.

19

Respondents argue in their post-trial brief that the court’s finding on this point should not be
considered binding in this proceeding because there was no evidentiary hearing before the court. It is true
there was no live testimony, but it is also true that both sides represented in pleadings that the operative
date was October 16, and it appears that the court relied on those representations in making a factual
finding that was significant to its ruling. In any case, the arbitrator makes the factual finding based on all
the evidence presented at the arbitration hearing, and does not simply rely on the court’s finding.
ISEB Mngmt Interim Decision p. 14

 41. The directors election was held on June 29. Three new directors were elected as well as two
replacement directors to fill the positions of Enus Mea and Rehana Markar (Exs. A 56, E36), who had not
filled out the new application form. Voters were required to appear in person with official photo
identification showing an address, that would be verified. (Ex. E36) Five candidates ran for the five open
positions, apparently after having coordinated who would be running for which seats.

Relief Requested by the Parties
Petitioners seek the following rulings from the arbitrator:
1. That the newly elected directors should not have been excluded from running the business of
the ISEB by the Baig board.
2. That the Baig board never constituted a quorum and was illegitimate.20
3. That the Baig board’s effort to remove Messrs. Mohiuddin and Sharif had no legal effect.
4. That the Baig’s board efforts to appoint replacement directors was invalid and those purported
replacement directors were never directors.
5. That those portions of the amendments to the Bylaws which were declared passed by the
Election Committee on July 30, 2013, are now part of the Bylaws.
6. That the Waqar Khan board’s acts to cancel existing memberships, including by requiring new
applications and applying only payments for membership fees, were null and void.
7. That the Waqar Khan board’s acts in changing election procedures are null and void.
8. That all acts of the Baig board and the Waqar Khan board are null and void and without legal
consequence.
Respondents seek the opposite rulings, and raise the issue of the removal of Alam Mustafa and
Bilal Murtaza as well.

20

The First Amended Petition included a request for rulings that the Ahmed board was legitimate
and the special meeting of September 3, 2013 was properly noticed and valid. The arbitrator understands
that these requested rulings are not currently being sought in light of the court’s ruling that Mr. Ahmed’s
election in 2013 was invalid because he was term-limited out.
ISEB Mngmt Interim Decision p. 15

 Explanation of Decision
The purpose of this section is to discuss at greater length some of the reasons for the judgments
expressed in the following section entitled Conclusions of Law.

1. Can the ISEB Board Refuse to Permit Newly Elected Directors to Act as Directors While an
Election Inquiry is Being Conducted?
There is no dispute that the board had the power to conduct an inquiry into the August 2013
election. There were complaints about the conduct of that election, and Petitioners agree that the board
was within its authority to investigate whether there was a basis for those complaints. Even with the new
directors on the board, the investigation could have proceeded just as it transpired without the new
directors having any authority over its conduct, as interested members.
The disagreement is whether the carryover board members could block the participation of the
newly elected board members while the inquiry took place.
Petitioners argue that the Bylaws do not provide for any certification, approval, or other review by
carryover directors of the election of new directors. Respondents dispute this and also argue that it is
within the scope of the general authority of directors acting in the best interest of the corporation to review
an election where there are substantial complaints about it. The law provides little guidance on this
question.
The Bylaws do not suggest that the board has any power to block the participation of directors who
are declared the winners of an election carried out in conformance with the standard practices of the ISEB.
Usually, elections are held by June 30. (See Art. IV, §2.c, Ex. A3p.22) The directors' terms begin on July 1,
before the first board meeting of the new year, and end on June 30. (Art. IV, §2.b, Ex. A3p.22) The
Election Committee is given authority to invite nominations and determine nominees’ eligibility. (Art. IV,
§2.d, Ex. A3p.22) The practice of ISEB has been that the Election Committee distributes, collects and
counts the ballots, and announces the results to the board and the community. Dr. Baig, as the ranking
member of the carryover board, acted consistently with this practice in August 2013 when he announced
the victors to the membership.
The practice of the ISEB, and the intent of the Bylaws, is that newly elected board members join
the board for its first meeting, at which the business of the board for the new year can begin. At the first
board meeting of the year, the officers are elected (Art. VI, §2, Ex. A3p.26), and the board can make rules
governing its meetings. (Art. V, §8, Ex. A3p.24) Three directors from the prior year have lost their position
as of June 30, before that first board meeting, as the board recognized at its June 27, 2013 meeting.
The Bylaws give the board authority to remove directors for various reasons (see Art IV, §§3, 4.b,
Ex. A3p.22-23), but nowhere do the Bylaws indicate the board has the power to decide whether an elected
director is permitted to join them. The parties differ on the inferences they draw from these removal
provisions. One of the grounds for declaring a director's seat vacant is if the director "does not accept the
ISEB Mngmt Interim Decision p. 16

 office either in writing or by attending a meeting of the Board of Directors, within thirty days of [the]
election." (Art. IV, §4.b.3, Ex. A3p.23) The arbitrator draws the following inferences from this: the first
meeting of the board at which the new director will participate is expected to be within 30 days of the
election, and the director occupies the seat even before "accepting" the office by appearing at that
meeting, otherwise there is no reason to declare the seat vacant.
Respondents argue, and presented some testimony, that the custom of the organization was that
the chair of the Election Committee would invite the newly elected members to their first board meeting
and “seat” them before they participate. They also rely on the use of that term in the June 27 board
minutes. (Ex. D2) This evidence is not persuasive. Essentially, the new board members are given notice of
the first meeting (as Dr. Baig did in August 2013), they appear, and the Election Committee chair conducts
the election of the officers of the organization. There was never a prior occasion when the board prevented
a newly elected member from participating, despite there being prior complaints about elections. And all
the correspondence in August 2013 before the complaints were received referred to the new members as
directors, not as directors requiring confirmation.
Accordingly, I conclude that the intent of the Bylaws is that a newly elected director is expected to
participate in the first meeting of the board of directors that occurs after July 1, just as was the apparent
intent of Dr. Baig immediately after the 2013 election and before receiving the complaint. Moreover, there
is no screening process referred to in the Bylaws, whether termed "seating" or "certifying" or otherwise, by
which the incumbent directors have the power to prevent newly elected members from participating in the
first meeting of the board.
Respondents argue alternatively that directors have the power to “certify” the election within the
scope of their general power under California Corporations Code §300. They argue that in this case they
acted in the best interests of the organization to treat complaints respectfully, to verify that board members
have won their seat legitimately before allowing them to participate, and to assure that the membership
respects the legitimacy of the board. The arbitrator finds these are legitimate concerns.
While the Bylaws do not anticipate that there will be any delay in the participation by newly elected
directors, Bylaws cannot anticipate every possible event. The Bylaws are not worded to bar any inquiry by
directors into an election before the first meeting of the board. If the election were held before June 30 and
the investigation could be completed before the first board meeting, there would be no conflict. One can
imagine a variety of complaints of behavior that so undermined the legitimacy of an election that
conducting an inquiry before allowing the victors to participate would be understandable.
It is also true that in this case the challengers to the election proved to be the political allies of the
four carryover board members who voted not to allow the newly elected members to participate, and were
eventually appointed to the board to replace their political opponents. Indeed, Respondents structure their
argument around describing this case as their struggle to overcome the corruption of the Petitioners,
suggesting that they acted as an organized faction from before the 2013 election was held and throughout

ISEB Mngmt Interim Decision p. 17

 the other events described.21 This raises the prospect of a challenge to an election being used as a political
device to prevent a change in the balance of power on a board, in itself a reason not to permit the board to
evaluate the elections of other board members. Moreover, there had been complaints in prior years,
apparently of the same nature as the complaints in 2013, which did not cause any delay in the participation
of board members, so the practice of the ISEB was not to delay.
The case law cited by counsel or found by the arbitrator is not decisive. In Musicians Club of Los
Angeles v. Superior Court, 165 Cal. App. 2d 67 (1958), the Bylaws of the organization provided that the
highest vote getters among candidates for election to the board "shall be declared duly elected by the
incumbent Board of Directors at its next meeting, and shall immediately on the result of the vote being
announced take their seats as Directors of the Corporation for the ensuing term." The carryover president,
who had not been reelected and whose term accordingly had expired, cancelled the board meeting. The
winners of the election then were expelled from membership in the union (a separate, related organization
to the Musicians Club), which was a necessary qualification for election. The winners were ruled to be
ineligible as a result. The court concluded that "it was the duty of the old board acting as an election board
to declare the results of that election. Their duties in this regard, there being no question as to the validity
of the election ..., were purely ministerial." 165 Cal. App. 2d at 72. The court ordered that the newly elected
members constituted the board.
While it is not binding law since it is not necessary to the ruling of the court in the case, the
reference in Musicians Club to the validity of the election does support the notion that there are
circumstances concerning an election that may justify board action even where the Bylaws anticipate that
the incumbent board will have only ministerial duties, as is the case with the ISEB Bylaws.
For nonprofit corporations with religious purposes, like ISEB, the directors' conduct in connection
with the election of directors is governed by Corporations Code §9241. Cal. Corp. Code §9242. Section
9241 requires directors to perform their duties "in good faith, in a manner such director believes to be in the
best interests of the corporation and with such care, including reasonable inquiry, as is appropriate under
the circumstances." §9241(a). The director may rely on the advice of experts, including counsel.
§9241(b)(2).22 Here, counsel advised the board on August 29 that it would be permissible to conduct an
investigation before allowing the newly elected members to participate. They were advised to carry out the
investigation as quickly as possible, and there is no evidence that they delayed that process. In these
circumstances, the arbitrator does not conclude that their initial decision was not in good faith.

21

In this context, the arbitrator notes that Respondents and their allies held six seats on the 20122013 board, Directors Abdulla (president), Baig, Shareef, Qureshi, Markar and Waqar Khan, while
Petitioners’ faction had three seats: Messrs. Mohiuddin, Sharif and Ahmed. In other words, Respondents
were in a position to take whatever actions they wished during that term without challenging or delaying the
results of an election.
22

One of the ironies of this dispute is that both sets of directors were relying on the advice of
counsel, as they are permitted to do by the Corporations Code, so all were acting "in good faith" in their
initial decisions to have different board meetings.
ISEB Mngmt Interim Decision p. 18

 Accordingly, while the circumstances certainly did not require that the newly elected board
members be barred from participating in board business, and doing so did contradict the intent of the
Bylaws, the board did not act beyond its powers in voting to hold off allowing the newly elected members
from participating until it could be determined whether they had been properly elected. But they could only
do so until that determination could be made, and in the process they were required to act in good faith in
the best interests of the organization. This prevents Respondents from using the investigation for political
ends.
In this case, by September 26, before any of the board meetings at issue were noticed, the Baig
board knew that there were 105 challenged votes and that no matter what was determined about those
votes, the three candidates who had been declared the winners in October would still be the highest vote
getters. See ¶15 above. With this information, the reason to bar the newly elected members ended. It
could not longer be said that it was in the best interests of the organization to prevent their participation on
the board. And subsequent conduct designed to change the makeup of the board is not done “in good
faith.”
At that point, the appropriate course was to schedule a meeting of nine members of the board,
which is what occurred on the evening of October 6 when the October 10 meeting was noticed. And if the
Baig board had appeared at that meeting, the nine members of the board could have sat down together
consistently with the vote of the members. While the evidence suggests that there would have been
disagreements, those disagreements would have been decided without the necessity of this arbitration.

2. Was the Declaration by the Baig Board that the Positions of Messrs. Mohiuddin and Sharif were
Vacant Valid?
a. When Did the Baig Board Remove the Two Absentee Directors?
As the arbitration developed, the timing of the vote to remove Messrs. Mohiuddin and Sharif
became one of the major points of contention. The significance of this point is that the two were given
notice of every earlier meeting of the Baig board but not of the October 16 meeting, so that if they were still
members of the board at that time, the notice for that meeting was defective and the meeting and its
consequences were invalid.
As discussed above, the arbitrator has made a factual finding that the Baig’s board action to
remove Messrs. Mohiuddin and Sharif took place on October 16. Ultimately, the most telling evidence in
this regard are the Respondents’ own words, including verified court pleadings, the language used in three
sets of minutes, which are the official records of the business conducted by the board of directors, and
their Opening Brief for the arbitration hearing.23 Every document Respondents prepared before the March
2015 hearing dates for the arbitration stated the two were removed on October 16.

23

According to the arbitrator’s notes, counsel for Respondents also stated in his opening statement
at the hearing that the positions were declared vacant on October 16.
ISEB Mngmt Interim Decision p. 19

 The three sets of minutes are from October 6, October 16, and March 2. The initial board action on
October 6 was a decision by the Baig board that the four members present would vote to remove the
absent directors, but they would submit the minutes to the full nine-member board for ratification. In this
context, “ratify” can be understood to mean give formal consent to, making it official and valid. Dr. Baig
testified that he prepared the minutes for the October 6 meeting, and he could provide no other meaning
for these words. In the October 16 minutes, without referring to the October 6 meeting, Wajahat Abdulla,
the secretary, recounts the Baig board’s history of the absence of Messrs. Mohiuddin and Sharif and writes
that the board “invoke” the Bylaws to declare the two positions vacant.24 While the minutes also use the
past tense, “declared,” the interpretation that the removal was formally accomplished at the October 16
meeting is more consistent with the text, given the context and in particular the inclusion of the history.
Providing the history suggests that the board wanted to explain its rationale at the time it made the
decision, and that the decision had not yet been finalized. If the decision was already final, there would be
no reason to say more than that the two had been removed at the prior meeting. The minutes for March 2,
2014, likewise “ratify” the declaration on October 16 that the two positions were vacant.
Moreover, in March 2014, the chairman of the October 6 meeting, Mr. Qureshi, filed his Verified
Cross-Complaint in which he states under oath that the two were removed on October 16; it is reasonable
to infer this declaration contributed to the superior court making a factual finding that the removal took
place on that date. And counsel’s opening brief in this proceeding likewise confirmed the October 16 date.
(Resp. Opening Brief, ¶16, at 7-8)
At the arbitration hearing in December, Dr. Baig initially testified consistently with this record.
However, on examination, he could not explain why the email notifying Messrs. Mohiuddin and Sharif of
the board’s action was sent on October 13, why it referred to a board action on October 13, why the notice
he sent on October 8 was addressed to all nine directors and did not mention that Messrs. Mohiuddin and
Sharif’s positions had been declared vacant, or what board action to be ratified was referred to in the
October 6 minutes.
It was only after this examination and the gap in the proceedings until March that he testified that
the board action referred to in the October 13 email was the October 6 meeting. He still did not explain the
other aspects of this, including why he did not send such an email before the October 10 scheduled
meeting, and what changed between his October 8 email to the community and all nine board members
announcing “an opportunity to bring the community together” and his October 13 email telling Messrs.
Mohiuddin and Sharif that they had been removed.
While after these events, the Baig board members testified that the decision to remove was made
on October 6, I do not find this convincing. None of the Baig board who testified could explain why the
October 6 minutes refer to “ratification prior to the First Meeting of the New Board, consisting of 9
members.” None could explain why the minutes of the October 16 meeting minutes do not refer to the

24

While the October 13 notice from Dr. Baig and the October 16 minutes list two other reasons as
well, neither of these is listed in the ISEB Bylaws as grounds for declaring a director’s position vacant, and
the only ground asserted in the Verified Cross-Complaint is that they were absent.
ISEB Mngmt Interim Decision p. 20

 October 6 meeting as when Messrs. Mohiuddin and Sharif’s positions were declared vacant, but instead
state that they “invoke” the Constitution and “declared” the positions vacant. And none tried to explain the
March 2 minutes, the Verified Cross-Complaint, the opening brief, or Dr. Baig’s October 8 email and Mr.
Farooqui’s October 7 conversation with Mr. Sharif—both of which are difficult to reconcile with the
contention that the two were removed on October 6.25
Respondents point to Waqar Khan’s email of October 8 telling Mr. Mohiuddin that he and Mr.
Sharif had been “sacked” as evidence that it had already taken place. And this is persuasive along with
other testimony that there was a discussion about removing them on October 6. But Waqar Khan was not
then a board member and had no authority to provide that notice, and none of the Baig board members
affirmed his statement at the time, despite being specifically asked about it. Mr. Khan’s email does not
persuade me that the Baig board intended at that time that they had made a final decision to remove the
two absentees at the October 6 meeting.
The explanation which reconciles these many inconsistencies is that on October 6 the Baig board
considered removing Messrs. Mohiuddin and Sharif but believed it was necessary and/or appropriate to
have that decision ratified by the full board. Thus, the notices sent by Mohammad Khan and Dr. Baig on
October 6 and 8 both were sent to all nine board members and did not mention any vote to remove
Messrs. Mohiuddin and Sharif, nor did Mr. Farooqui in his telephone conversation with Mr. Sharif. On
October 7, the agenda sent by Mr. Mohiuddin made it clear that the Ahmed board planned to attend the
next meeting but that they would assert that their board meetings since September 3 were valid, including
the election of officers. On October 10, the Ahmed board appeared at the time and place designated by
the Baig board, and the minutes appear to confirm their intention to maintain that their prior actions were
valid.
By October 13, some or all of the Baig board apparently decided that it would be better if Messrs.
Mohiuddin and Sharif were removed before the next meeting, which would have the effect of leaving the
four votes of the Baig board as a majority compared to the three votes of the newly elected directors. It
was only then that a member of the Baig board told the two absentee directors about their removal, and
only then that they were not invited to the next board meeting. Even so, the October 16 Minutes do not
state that they had already been removed or refer to the October 6 meeting; these minutes are the first that
state that the board had removed them.
For the foregoing reasons, I find that the Baig board officially removed Messrs. Mohiuddin and
Sharif on October 16. As a result, when Dr. Baig noticed the October 16 board meeting specifically
excluding Messrs. Mohiuddin and Sharif, he failed to give proper notice and any decisions made at that
board meeting were invalid.

25

Respondents also argue that the community urged them to remove the two absent members are
October 6. In this connection, the “community” consisted of three of those who complained, possibly their
attorney Mr. Farooqui, and eight to ten others. (See Exs. D32, E30)
ISEB Mngmt Interim Decision p. 21

 b. The Power to Remove Directors Who Do Not Appear at Meetings
Under the Bylaws, missing three consecutive meetings is grounds permitting the board to remove
a director. (Art. IV §4.b.3, Ex. A3p.23). The purpose of this rule is to allow the board to replace members of
the board who are refusing or unable to participate in the board’s activities. In this case, the issue was not
that Messrs. Mohiuddin and Sharif were refusing to act as directors by participating in board meetings, it is
that they had chosen a different group of directors to side with.
There is no dispute that Messrs. Mohiuddin and Sharif missed three noticed special meetings of
the Baig board on September 29, October 2 and October 6, 2013. Petitioners argue that these meetings
were not properly noticed because no notice was given to the three newly elected members.26 As
discussed above, I have determined that the board could vote at the August 30 meeting to hold off allowing
the newly elected members from participating, and therefore the notices to these three meetings were not
deficient.
There is another issue, however. The Ahmed board conducted a number of meetings beginning on
September 3, the first of which was noticed properly by Messrs. Mohiuddin and Sharif. There were
meetings on September 3, September 8, September 12, and October 2, which the four members of the
Baig board did not attend. Under the same provision of the Bylaws, the Ahmed board could have voted off
those four members.27 Even without Mr. Ahmed’s vote, there were four members of the Ahmed board just
as there were four members of the Baig board when they voted off the two absentees.28 Thus, the rule to
remove directors for not attending meetings when there are two boards holding separate meetings does
not appear well-suited to decide the dispute, since both boards could vote off the members of the other.
The second significance to these meetings is that Messrs. Mohiuddin and Sharif attended a board
meeting on October 2 at 9:08 p.m. (Ex. D18). They were not refusing to act as directors; they were acting

26

Petitioners also argue that the meetings were not properly noticed because Dr. Baig was not the
president, and only the president has the power under the Bylaws to notice the meetings as a lone
director. (Art. V §3, Ex. A3p.23) However, the same provision also provides that the vice-president (Dr.
Baig’s position in the 2012-2013 board) has the same powers as the president if the latter is absent or
unable to act, which is consistent with a more general provision empowering the vice-president in the same
circumstances. (Art. VI §6, Ex. A3p.27) Dr. Baig had the power to notice these meetings.
27

When asked why they did not, Mr. Ahmed testified that he believed they were advised by their
counsel that the provision in the Bylaws should only be applied to regular monthly board meetings, not
closely-grouped special meetings. This is not an argument asserted by Petitioners at the arbitration and
the language of the Bylaws does not support such a limitation, at least in the absence of circumstances
where a board member was unavailable during the relevant period.
28

This is true whether the two were removed on October 6 or October 16, because at the October
16 meeting there were only four board members present and qualified to vote at the time of the discussion
about their removal. Two additional board members were appointed to replace them afterwards. (Ex. A15)
ISEB Mngmt Interim Decision p. 22

 as directors by appearing at board meetings called by different directors. Respondents take the position
that these were rogue meetings and therefore of no consequence. It is true that the Ahmed board
meetings were retroactively held to be conducted without a quorum, and therefore none of the votes taken
were binding. That does not mean that the meetings were of no significance. That board too was acting on
the advice of counsel and, under Section 9241, "in good faith."
Looking at all the board meetings which took place during the relevant period, there was a Baig
board meeting on September 29 (Ex. D29), a Baig board meeting on October 2 at 7:40 p.m. (Ex. D30), an
Ahmed board meeting on October 2 at 9:06 p.m. (Ex. D18), a Baig board meeting on October 6 (Ex. D32),
an Ahmed board meeting on October 10 at the time and place noticed by both boards and canceled by
Mohammad Khan (Ex. A54), and a Baig board meeting on October 16. (Ex. A15). Messrs. Mohiuddin and
Sharif attended the two Ahmed board meetings, and therefore had not missed three consecutive board
meetings by either October 6 or October 16.
It is also troubling that these meetings seem to be designed to create three absences in as short a
time as possible pending an investigation that could not change the result of the disputed election. The
October 2 meeting appears to have no other purpose, since the agenda was to discuss an investigation
which had been directed at the prior meeting but was not completed until just before the next meeting.
None of the Baig board members explained the purpose of this meeting other than to allow the two to be
removed. The communications from the Baig board and their counsel to Messrs. Mohiuddin and Sharif
certainly put the two on notice of the board’s intent. They could have attended, just as the Baig board
members could have attended meetings of the Ahmed board. But given the other circumstances here, in
particular that by September 26 the Baig board knew the investigation would not change the result and that
Messrs. Mohiuddin and Sharif appeared at the October 10 board meeting noticed by the Baig board, the
vote to remove appears to be a political manoeuver rather than a vote to protect the organization.
I conclude for all these reasons that the Baig board did not comply with the Bylaws when it
removed Messrs. Mohiuddin and Sharif, regardless of whether that occurred on October 6 or 16.

3. Use of New Application and Applying Only Payments for Membership Fees
As discussed below, I find that the board’s actions in imposing the new application form are void
and therefore that form has no validity. But since the issue has been raised here and may arise again, I
make the following comments and findings.
As a general matter, the board has the power to change the ISEB application form, but the revised
form imposed by the Waqar Khan board (Ex. A3p.63) includes two problematic provisions.
It applies only “membership dues” as payments considered applicable for membership. The
Bylaws state that members must “pay any minimum amount due for construction, operation, and
membership fees as set by the Board of Directors ...” to be a member and be eligible to vote in the
subsequent year’s elections. (Art. II, §1.d, Ex. A3p.18) The testimony was uncontradicted that payments to
the construction and operations accounts had always been considered valid for purposes of determining
ISEB Mngmt Interim Decision p. 23

 whether membership payments had been made. This act in contravention of specific provisions of the
Bylaws invalidates the application.
The second troubling aspect to the application form is that it states that membership will be
granted “only after final approval from the Board is granted.” The Bylaws do not specify a method by which
new members’ qualifications can be reviewed, and I find that the board has the power to impose a process
by which new members’ applications are considered and approved. However, in this application, the board
required all existing members to fill out the new form and then reserved for itself the right to review and
approve those “new” applications. In November 2013, Waqar Khan went so far as to declare all current
membership lists null and void. (Ex. E24) This is contrary to the Bylaws, which provide means by which
individual members may be removed by the board or the membership as a whole “for failure of a member
to continue to meet the qualifications stated in Section 1, above” (Art. II, §2, Ex. A3p.19), but does not
provide for the wholesale removal of all members pending submitting a new application. A purported
termination of membership must be done in accordance with the Bylaws, and a purported termination
contrary to the Bylaws is invalid. Westbrook` v. Social Center Hall Association of Stockton, 148 Cal. App.
2d 815, 816 (1957).
I find that voiding the memberships of all current members who have filed the preexisting
membership form as then required is also invalid. This does not prevent the board from changing the
application form for new members.

4. Other New Voting Rules
The Waqar Khan board imposed requirements for in-person voting with photo identification. This
was already passed on and approved by the superior court. Whether or not that ruling on a TRO is binding
in this proceeding, the arbitrator finds no conflict with the Bylaws in these voting rules and does not sustain
Petitioners’ complaint on this issue. As discussed below, the arbitrator finds that there was no proper board
resolution for the rules, so they are not currently in place.

4. Removal of Existing Directors
Corporations Code §9221(b) provides that the board may by majority vote “declare vacant the
office of any director who fails or ceases to meeting any required qualification that was in effect at the
beginning of that director’s current term of office.” The Bylaws of the organization provide that a “director
that becomes unqualified to be a member, shall lose his position on the Board of Directors.” (Art.IV, §3.b,
Ex. A3p.22)
Accordingly, if there were a valid reason why Mr. Mea and Ms. Markar were no longer members, it
would be permissible to have a vote of the board of directors to remove them. In this case, there was no
recorded vote and the only reason for their removal provided was their failure to fill out a new application
form, which I find is not a valid reason.

ISEB Mngmt Interim Decision p. 24

 5. Amendments to the Bylaws in 2013 Election
The Petitioners seek a ruling that the amendments to the Bylaws declared passed by the election
committee were indeed passed. The Alameda County superior court so held when it ordered the dispute to
arbitration, and the Respondents do not disagree. I so find.

6. Remedy
The remaining requests for relief by Petitioners go to the remedy to be applied as a consequence
of the prior rulings. Since Messrs. Mohiuddin and Sharif were not properly removed and were not removed
at all by board action before October 16, the notice for the October 16 board meeting was invalid (it was
not provided to then board members Messrs. Mohiuddin and Sharif) and there was no quorum at the
October 16 board meeting (the four members of the Baig board were the only valid board members
present; the two additional board members added, Messrs. Waqar Khan and Abdulla, were improperly
appointed to replace Messrs. Mohiuddin and Sharif). Where directors are not properly elected or
appointed, all of their acts are void ab initio, as was the case with Mushtaq Ahmed. See Guardian Angel
Polish National Catholic Church of Los Angeles, Inc. v. Grotnik, 118 Cal. App. 4th 919, 927 (2004)(all acts
of director in invalid election were unauthorized and consequently a nullity).
As a result, none of the board actions at that board meeting (including the election of officers), or
at any subsequent board meeting, were validly accomplished after proper notice and with a quorum
present. Messrs. Mohiuddin and Sharif remained as board members and were never given notice of a later
meeting, which might have permitted their removal. Messrs. Alam Mustafa and Bilal Murtaza were not
properly removed as directors since there were no properly noticed meetings at which they failed to
participate. Enos Mea was validly elected as a replacement director for Mushtaq Ahmed.
Thus, by the time of Mr. Mea’s election, the elected and still board members were Khalid Baig,
Jamal Qureshi, Raffath Shareef, Rehana Markar, Alam Mustafa, Bilal Murtaza, Qadir Mohiuddin, Fazale
Sharif and Enos Mea. According to the records provided the arbitrator, the terms of Alam Mustafa, Bilal
Murtaza and Enos Mea run until June 30, 2016, those of Jamal Qureshi, Rehana Markar and Qadir
Mohiuddin run until June 30, 2015, and those of Khalid Baig, Raffath Shareef and Fazale Sharif expired on
June 30, 2014.
Since the Waqar Khan board’s acts were void, the requirement that a new application be filled out
and the disqualification of the entire membership that did not fill out the new forms were invalid. The
replacement elections for Mr. Mea and Ms. Markar because they failed to fill out the new application were
invalid.
Respondents argue that any deficiencies in the earlier acts were cleansed by the ratification of all
such acts at the March 2, 2014 board meeting and the 2014 general membership meeting. First, the board
action on March 2 was void as lacking proper notice and a quorum.

ISEB Mngmt Interim Decision p. 25

 The membership meeting and vote poses a more difficult question. Neither counsel has cited case
law specifically addressing this point. The evidence establishes that there were over 400 members
qualified to vote in the April 27, 2014 election conducted by the Waqar Khan board after the court
prohibited the board from denying the vote to members because they failed to fill out a new application. Of
these, 225 appeared in person to vote. According to Waqar Khan, 472 then current members were given
the new application form to return. At the general body meeting in June, there were 76 eligible members of
which 38 appeared and voted. The effect of the requirement of a new application is manifest. The evidence
also establishes that candidates who should have been permitted to run were barred from being nominated
because they failed to fill out the new application.
Since significant numbers of voters were improperly denied the opportunity to vote, and likewise
properly nominated candidates were barred from running, I find that the votes at the general body meeting
are invalid, both to ratify any prior conduct and to elect board members.
Petitioners seek to have all board members who were improperly removed by the Waqar Khan
board returned to office until a new election is held to replace them. I am not presuaded. I find that the
provisions of the Bylaws should govern this issue, and those whose terms expired in June 2014 are no
longer board members.29 Accordingly, there are six current board members: Alam Mustafa, Bilal Murtaza,
Enos Mea, Jamal Qureshi, Rehana Markar and Qadir Mohiuddin, and the terms of the last three expire on
June 30, 2015. It will be necessary to hold an election for those three seats as well as the three seats from
the election of 2014, six in all. The election should be held by June 30 or as soon thereafter as reasonably
possible. Whether to elect officers of the current board of six in the meantime will be a question for the
board to decide.
There is a question of who are members. I find that anyone who has filled out either the old
application form or the new application form, and has paid the designated amount either into the
operations account or the construction account, or as membership dues, by December 31, 2014, is eligible
to vote in the 2015 election. Petitioners contend that members were barred from paying dues by the Waqar
Khan board and therefore should be permitted to vote even if their dues are unpaid. I would like this to be

29

Petitioners cite Housing Authority of the City of Needles v. City Council of the City of Needles,
208 Cal. App. 2d 599 (1962), for the proposition that the improperly removed board members should return
until new directors are properly elected and qualified. Both under Corp. Code §9220 and the specific facts
of that case, the result was reasonable; under the Government Code the officials continued in office even
after their terms expired until a successor is qualified. But the ISEB Bylaws and practice are different. A
board members' term expires on June 30 of the third year in office, even where (as in 2013) their
replacements had not yet been elected. The terms of Khalid Baig, Raffath Shareef and Fazale Sharif have
all expired and they are no longer directors, notwithstanding the impropriety of the election or appointment
of their replacements.
ISEB Mngmt Interim Decision p. 26

 verified, as discussed in the note.30 My ruling on whether members who failed to pay in 2014 may vote in
2015 will await their review.

7. The Arbitrator’s Jurisdiction to Rule on Events that Occurred after the Petition for Arbitration was
Granted
Respondents have argued that the subject matter jurisdiction of this arbitrator is circumscribed by
the court’s ruling directing the issues in the First Amended Petition for Arbitration to be arbitrated pursuant
to the Code of Civil Procedure. Thus, they argue that issues not raised in that petition are beyond the
authority of the arbitrator to rule upon. They do not specifically argue that the arbitrator cannot enter a
ruling on the effect of the general membership meeting vote in June, 2014. That vote obviously occurred
after the matter was ordered to arbitration and before the arbitrator was appointed.
In this case, the grounds upon which I based my ruling that the votes at that meeting were not
valid arise from the issues in the Petition. Indeed, if an arbitrator in this case could not rule on the votes of
the general body meeting, the entire arbitration would have been mooted by the Respondents conduct
subsequent to the order to arbitrate. In effect, all of the board actions that I have held to be improper and
invalid—the removal of directors, the requirement of an application that contradicts the Bylaws, the
disenfranchisement of a large portion of the electorate—were ratified by 38 members (including the
Respondents).
I conclude that I have the jurisdiction to order the relief required in this case to restore the parties,
as best as possible, to the situation they should have been in. Time has passed and certain events cannot
be undone. There may be members who do not return or who have not paid money towards the mosque
since December, 2013, who will have been disenfranchised. There are those who were elected in 2014
who for the most part have done nothing wrongful and yet this order removes them from office. These are
all unfortunate, but necessary to accomplish what must be done.

30

Petitioners write: "Given that WAQAR KHAN himself admitted that he and his group prevented
the expelled members to keep their membership fees current, that fact should not be held against the
returning members at the time of reinstatement." Petitioners' Closing Brief, p.14. I direct Petitioners'
counsel to prepare a transcript from the recording kept by Petitioners of that portion of Mr. Khan's
testimony, including sufficient time before and after that comment for context, and provide it to
Respondents' counsel within one week of this order along with information identifying the day and time, to
the extent available, of when that statement was made. I direct Respondents' counsel, if they wish to
dispute Petitioners' contention, within one week thereafter, to review their own recordings and prepare a
transcript from those recordings if they believe the testimony differs from that presented by Petitioners. If
the parties agree, a single transcript will be presented to the arbitrator of that portion of the testimony; if
they do not, both versions will be presented and the arbitrator will determine whether to hear the
recordings for himself.
ISEB Mngmt Interim Decision p. 27

 Conclusions of Law
1. The seats of Messrs. Mohiuddin and Sharif were not validly declared vacant and they were not
properly removed as directors.
2. Messrs. Waqar Khan and Abdulla were not validly appointed to the board to replace Messrs.
Mohiuddin and Sharif.
3. Board meetings after August 30, 2013, lacked a quorum.
4. Board meetings from October 16, 2013, forward were not properly noticed.
5. The seats of Alam Mustafa, and Bilal Murtaza were not validly declared vacant and they were
not properly removed as directors.
6. Enos Mea and Rehana Markar were not properly removed as directors.
7. Votes at the general membership meeting in June 2014 to ratify prior conduct and elect new
directors were not valid.

Directives
This portion of the Interim Decision, if unmodified, will become the Award when a final decision is
issued.
1. The current members of the board are Alam Mustafa, Bilal Murtaza, Enos Mea, Jamal Qureshi,
Rehana Markar and Qadir Mohiuddin, and the terms of the last three expire on June 30, 2015.
2. An election shall be held by June 30, 2015, or as soon as practicable thereafter, to fill the three
director positions filled at the election in June 2014 as well as the three director positions expiring in June
2015.
3. The members eligible to vote in the upcoming election are those who have paid the designated
amounts for construction, for operations or as membership dues during 2014 and who have on file either
the membership form in the place before December 2013 or the form in use thereafter. This directive is
subject to modification after the arbitrator receives the information requested above.

ISEB Mngmt Interim Decision p. 28

 4. The election of officers should follow the upcoming election directed in paragraph 2; the current
board may choose whether to elect officers for the interim period.

IT IS SO ORDERED
Dated: May 11, 2015

ISEB Mngmt Interim Decision p. 29

_________________________________
David J. Meadows
Arbitrator