Facts

Plaintiffs Atef Helmy, Talat Radwan, Mokthar Shawky and Javed Chak sued defendants Jihan Assaf, Mohannad Malas, Farid El-Kasm, Mutia Assaf and Ribhi Ghosheh, who were majority members of the Board of Directors for the Orange County Islamic Foundation, seeking declaratory relief. Specifically, plaintiffs requested the court to find that certain defendants no longer qualified as board members.

PLAINTIFFS' CONTENTIONS:
The plaintiffs contended that defendants Ghosheh and Malas had effectively and immediately resigned from the board and did not have the right to remain as directors until their successors were nominated and installed, pursuant to the corporation's bylaws. Plaintiffs further contended that the removal of defendant Jihan Assaf was in compliance with the bylaws.

DEFENDANTS' CONTENTIONS:
The defendants contended that plaintiffs improperly attempted to remove them from the board for personal reasons.

Result

After a bench trial, the court denied plaintiff's request to remove Malas and Jihan Assaf as directors and granted plaintiff's request to remove Ghosheh as a director. Defendants were found to be the prevailing party overall. After a bench trial, defendants' motion for judgment was granted. The court found that all of the defendants, except Dr. Ghosheh, and all of the plaintiffs, except Mokthar Shawky, were board directors. It held that Dr. Ghosheh's resignation was effective immediately because he testified on the stand that he intended it to be effective immediately. The court also removed Mr. Shawky from the board based upon his resignation, which mirrored Dr. Ghosheh's resignation.

Other Information

Plaintiff's have appealed the court's ruling concerning the resignation of Malas and that defendant's were the prevailing party. FILING DATE: Sept. 24, 2007.