Rashed Ferdous, et al., Respondents,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A19-1879

Rashed Ferdous, et al.,
Respondents,

Regina Mustafa,
Respondent,

vs.

Omar Dahir, et al.,
Appellants.

Filed August 31, 2020
Affirmed
Florey, Judge

Olmsted County District Court
File No. 55-CV-19-2832

Ken D. Schueler, Joh n T. Giesen, Dunlap & Seeger, PA , Rochester, Minnesota (for
respondents Rashed Ferdous, et al.)

Regina Mustafa, Rochester, Minnesota (pro se respondent)

John N. Akwuba, Akwuba Law Firm, Ltd., St. Paul, Minnesota (for appellants)

Considered and decided by Florey, Presiding Judge; Segal, Chief Judge; and Smith,
Tracy M., Judge.

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U N P U B L I S H E D O P I N I O N
FLOREY, Judge
Appellants challenge the district court’s denial of their motion to vacate an
arbitration award, arguing that there was no agreement by the parties to arbitrate and that
the arbitration panel exceeded the scope of its authority. In their cross-appeal, respondents
raise the ecclesiastical abstention doctrine as an alternative argument as to why t he
arbitration award should remain undisturbed. We affirm.
FACTS
Appellants Omar Dahir and Faduma Issa and respondents Rashed Ferdous and
Regina Mustafa served as board members for an incorporated non -profit mosque called
Masjed AbuBakr Al-Seddiq, Inc. (MAAS or the mosque). MAAS is governed by a board
of directors (the board) and has operated pursuant to a series of bylaws. Under the terms
of a 2016 settlement agreement, following several years of litigation, a new board was
appointed and new bylaws were adopted.
Article XIV of the current bylaws provides:
ARTICLE XIV: Dispute Resolution Process
Section I: Disputing parties: disputing parties include any of
the entities described in Article III or any of the employees of
MAAS.

Section II: Resolution process: In a case [sic] of any dispute
between any of the disputing parties, they must settle their
disputes using the following organizations listed. Under no
circumstances, any of the disputing parties will resort to any
lawsuits [sic].

1. Muslim American Society (MAS—MN)
2. Islamic Center of Minnesota, Fridley, MN

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3. Council of American Islamic Relations. (CAIR — MN)
4. Assembly of Muslim Jurists of America
5. Islamic Society of North America (ISNA)

a) The disputing parties will seek a resolution from the
above named organizations in sequence. Following are
the scenarios when they can move to the next
organization in the above sequence:
1. The first organization refuses to rule on it in
writing or via email.
2. The first organization fails to resolve the issue
within the time frame they agreed upon.
b) Decision [sic] given by the organization above is final
and legally binding on everyone involved.
c) If one of the parties in dispute becomes unwilling to
conform to this process, then the demands of the other
disputing party will be legally binding on everyone
involved.

Section III: Amendment for Dispute Resolution Process: In
order to update this article, in addition to the process described
in Article XI, a w ritten approval is needed from the first
organization in the list in Section II above.

All members serving on the board also signed a Board Member Agreement, which
reads as follows:
I willfully agree to join MAAS board of directors. I agree that
I will abide by the by law of the organization. I also agree that
under no circumstances I will file any lawsuit against any of
the entities of MAAS or the organization itself. If any dispute
were to occur, I agree to follow the dispute resolution process
outlined in the bylaw. [sic]

The dispute leading to this appeal arises from a board -member disagreement
regarding renovations to or demolition/reconstruction of the mosque, which had developed
significant structural issues causing safety concerns. According to the board minutes, the
board remained “in dispute regarding construction options” after a meeting held on June

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10, 2018. Based on this continued deadlock, “[the] Board agreed that br. Koshin will reach
out to MAS-MN ASAP to come and resolve our dispute and make decision for us [MAAS
Bylaw section XIV section II].” At this time, the board had six members: Koshin, Abdel-
Aziz, Ferdous, Mustafa, Dahir, and Issa.
On June 20, 2018, Koshin emailed Asad Zaman, Executive Director of the Muslim
American Society of Minnesota (MAS-MN), with the subject line, “Request for Dispute
Resolution,” and the following message:
I’m writing to find out if you would be intere sted to mediate
the Masjed AbuBakr Al -Seddiq Rochester, MN board
members dispute for future of the building, etc. From what I
understand, this method of conflict resolution might work well
for us to reduce stress, division and further conflict among the
board members. [sic]

In early July, MAS -MN “ agree[d] to conduct the dispute resolution as described in
[MAAS] bylaws.”
On July 10, Zaman sent a follow up email to Koshin stating, “Before we can start
the process correctly, we need a standard Dispute Resolution Agreement (attached) signed
by each board member. Please sign and send this document to me by the end of Friday,
July 13: 2018.” The Dispute Resolution Agreement reads:
In accordance with MAAS bylaw Article XIV, section II (b), I
agree to accept a ny decision made by the Muslim American
Society of Minnesota (MAS -MN) related to any matter under
dispute as final and legally binding upon me. I also agree to
assist MAS-MN in this dispute resolution process as needed.
This includes, but is not limited to , 1) providing information /
documents / emails as requested. 2) Being available to meet
with MAS-MN in person or via phone etc.

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Only three board members—Abdel-Aziz, Ferdous, and Mustafa—signed this Agreement.
In an email to Zaman sent on July 23, Koshin wrote, “On behalf of the MAAS Inc Board,
I would like to thank you for accepting to serve as mediator between members of the
MAAS Inc Board [sic].”
On September 22, 2018, Koshin resigned, and Dahir became acting chair of the
board. That same fall, Abdel-Aziz also resigned, leaving the board with four remaining
members: Ferdous, Mustafa, Dahir, and Issa. Significant disputes continued. At the urging
of Ferdous and Mustafa, who brought additional complaints beyond the construction issues
to MAS-MN’s attention, the dispute-resolution process moved forward that winter.
MAS-MN appointed a three person “Arbitration Panel” and scheduled the hearing
for the morning of February 2, 2019 . MAS -MN included all four remaining board
members on this correspondence, requesting that each member attend the scheduled
hearing and send a written complaint with all relevant evidence for their positions as well
as recommendations for next steps. The email also stated, “if any party chooses not to
provide input, the panel will make a decision WITHOUT their input,” and referenced
Article XIV, Section II(c) of MAAS’s bylaws (“ If one of the parties in dispute becomes
unwilling to conform to this process, then the demands of the other disputing party will be
legally binding on everyone involved.”).
The hearing did not occur on the scheduled date due to protests by Dahir, and the
panel deemed this initial encounter to be a “Pre -Hearing Conference.” On February 8,
Zaman, on behalf of MAS -MN, sent an email clarifying questions raised by Dahir and
Imam Mahmoud—the mosque’s religious leader who had been invited to testify at the

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Arbitration. This correspondence stated, “This is N OT a media tion process. This is an
arbitration process as mandated by the bylaws of MAAS and governed by Minnesota
Statute §§572B.” It also referenced the “initial list of items” in dispute that had been
provided by Ferdous on behalf of respondents, and invited ap pellants to submit a list of
complaints.
The rescheduled hearing was held on February 10, 2019. Respondents submitted
complaints prior to the hearing and testified before the panel. Appellants did not attend or
participate in the hearing; their only su bmission to the Arbitration Panel was to assert the
position that the arbitration process was invalid.
On February 14, 2019, the arbitration panel issued its award. The specific issues
addressed1 by the panel were the following:
A. Is board member Mr. O mar Dahir in violation of his duties of care,
loyalty and obedience to Masjed Abubakr Al-Seddiq and its Board of
Directors?

B. What disputes or issues, if any, must be resolved for the Board to be
able to function properly and govern the affairs of MAAS?

The panel found that Dahir breached his fiduciary duties to MAAS and the board,
causing significant harm to the organization and its assets, and removed him from the

1 In a separate section of its award, the arbitration panel explained the pr ocess it used to
determine which issues, of the many that were submitted, it would consider . The panel
determined that: “Of the multiple disputes and controversies raised, and the various
remedies sought by the Parties, the Arbitrators have determined tha t the question by the
First Party of the alleged violations of the duties of care, loyalty and obedience on the part
of Mr. Omar Dahir to be the key issue which, if resolved, will allow MAAS to resolve the
remaining disputes in the normal course of busines s without the need to arbitrate those
remaining issues.”

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board. The panel also instructed the board “to promptly convene a board meeting, to elect
a board chair, and to fill open board seats to ensure a functional board.” “To ease this task”
the panel suspended Article IV: Section XII. (b), Article IV: Section XII. (c), Article IV:
Section IV. (b), and Article IV: Section I. (f) of MAAS Bylaws for one month.
In April 2019, appellants filed a motion in district court to vacate the arbitration
decision. On September 27, 2019, the district court confirmed the arbitration award and
denied appellants’ motion to vac ate. The district court concluded that, even though the
word “arbitration” was not specifically used, Section II(b) of Article XIV of the bylaws
could only be read as requiring arbitration based on the description of the required process
therein. The court also concluded that the remedie s ordere d by the panel —removal of
Dahir from the board and temporary suspension of certain provisions of the bylaws to allow
for timely reformation of a functioning board —did not exceed the arbitrators’ authority
based on the panel’s statutory authority under Minn. Stat. § 572B.21 (2018) and the broad
authority granted by the “any dispute” language in Article XIV.
D E C I S I O N
Agreement to arbitrate
Appellants first argue the arbitration award must be vacated because there was no
agreement to arbitrate the board’s dispute. A court shall vacate an arbitration award if
“there was no agreement to arbitrate, unless the person participated in the arbitration
proceeding without raising the objection . . . not later than the commencement of the
arbitration hearing.” Minn. Stat. § 572B.23(a)(5) (2018).

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Whether a party has agreed to arbitrate a particular dispute is a matter of contract
interpretation, which this court reviews de novo. See Johnson v. Piper Jaffray, Inc. , 530
N.W.2d 790, 795 (Minn. 1995). “In evaluating whether the parties agreed to arbitrate the
present dispute, we remain aware that we should resolve any doubts concerning the scope
of arbitrable issues in favor of arbitration,” including when the issue on appeal involves
“the construction of the contract language itself.” Id. (quotation omitted).
Appellants argue the parties did not have an agreement to arbitrate because the board
only agreed to commence the dispute-resolution process pursuant to MAAS’s bylaws and,
under appellants’ reading, Article XIV is silent on what dispute-resolution process could
be used. Accordingly, appellants contend the disputing board members needed to “agree
to a particular method [of] dispute resolution process” and any such agreement was never
to the process of arbitration. Appellants suggest the parties intended to use mediation,
which they argue is evidenced by former Board Chair Koshin’s references to “mediation”
and “mediate” in his initial email correspondence with Zaman to reque st assistance from
MAS-MN in June and July of 2018.
We agree with the district court’s analysis on this issue . The plain language of
Article XIV mirrors t he definition of arbitration. Article XIV states that “any dispute”
must be submitted for resolution to one of the listed organizations and this “decision given
by the organization . . . is final and legally binding on everyone involved.” ( Emphasis
added) “Under no circumstances” can “ any of the disputing parties . . . resort to any
lawsuits.” The above-described dispute-resolution process, which the board unanimously
invoked during their June 10, 2018 meeting, and which each member agreed to abide by in

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their signed board-member agreements, is consistent with the definition of arbitration, not
mediation. Compare Black’s Law Dictionary 125 (10th ed. 2014) (defining “arbitration”
as “[a] dispute-resolution process in which the disputing parties choose one or more neutral
third parties to make a final and binding decision resolving the dispute”) with Black’s Law
Dictionary 1130 (10th ed. 2014) (defining “mediation” as “[a] method of nonbinding
dispute resolution involving a neutral third party who tries to help the disputing parties
reach a mutually agreeable solution”). Although at times some of the parties used the term
mediation, as respondents argue: “mediation would not achieve the result that Article XIV
unambiguously requires.” Based on the plain language of Article XIV, the district court
did not err in concluding there was an agreement to arbitrate.
Scope of authority
Appellants also argue the arbitration award must be vacated because the panel
exceeded its scope of authority. Under Minn. Stat. § 572B.21(c) (2018), “an arbitrator may
order such remedies as the arbitrator considers just and appropriate under the circumstances
of the arbitration proceeding.” A court shall vacate an arbitration award if the arbitrator
exceeded his or her powers. Minn. Stat. § 572B.23(a)(4) (2018). This court determines
the scope of an arbitrator’s authority de novo, and “[t]he burden of establishing that the
arbitrator exceeded his authority is on the party who challenges the award.” Klinefelter v.
Crum & Forster Ins. Co. , 675 N.W.2d 330, 333 (Minn. App. 2004). Courts will assume
that an arbitrator did not exceed his or her powers unless there is a showing “that the
arbitrators have clearly exceeded the powers granted to them in the arbitration agreement.”

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Seagate Tech., LLC v. W. Dig. Corp. , 854 N.W.2d 750, 760 -61 (Minn. 2014) (quotation
omitted).
Appellants maintain that “the one and only dispute . . . was regarding whether or
not to demolish the existing MAAS building and construct a new Mosque facility.” They
point to the June 10, 2018 b oard meeting, where the dispute -resolution process was
initiated by the board, arguing there is no evidence the board contemplated other issues
needing resolution. Because the sole issue triggering the initiation of the dispute-resolution
process was the mosque construction dispute, appellants assert the panel “wrongly imposed
its own ‘policy choice’” and “exceeded its authority” by removing Dahir from the board,
suspending certain provisions of the bylaws, and ordering new elections.
An arbitrator’s ability to arbitrate an issue is determined by the arbitration
agreement itself and is not necessarily limited to the i ssue th at initiated the dispute -
resolution process. Seagate, 854 N.W.2d at 761. Here, the bylaws creating the agreement
to arbitrate broadly provide that “any dispute between any of the disputing parties . . . must
[be] settle[d] . . . using the following organizations listed” and “[u]nder no circumstances
. . . will [any par ties] resort to any lawsuits.” (Emphasis added) . While the issue that
started the arbitration process was the building dispute, the record indicates that additional
issues beyond that dispute were submitted to the arbitration panel for resolution prior to
the February 2019 hearing. These additional issues included allegations of Dahir’s
misconduct and breach of duty, which both fall within the broad “any dispute” language of
Article XIV. Despite multiple requests for their input, a ppellants chose not to participate
in the arbitration process, including framing the issues to be determined by the panel . A

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party’s nonconformity to the resolution process does not limit the panel’s broad authority
as granted in the bylaws. See Article XIV, Section II(c).
Appellants further contend that board-member removal and discipline is exclusively
governed by a separate section of the bylaws and therefore was beyond the arbitration
panel’s authority. We remain unpersuaded. Based on the evidence that was presented at
the arbitration hearing, as summarized by the panel, and the broad scope of authority
granted under the “any dispute” language of Article VIX, appellants have not met their
burden of showing the panel clearly exceeded its power. See Seagate, 854 N.W.2d at 761.
Ecclesiastical abstention doctrine
While appellants do not challenge the district’s court’s authority in this matter,
respondents raised the issue of ecclesiastical abstention on cross -appeal as an alternative
argument for upholding the arbitration award . Because respondents abandoned this
alternative theory in favor of their main argument in support of the district court’s decision
during oral argument, we need not address whether the ecclesiastical abstention doctrine
should have been applied. For the reasons discussed above, the district court did not err in
confirming the arbitration award.
Affirmed.