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DOCKET NO. UWY-CV-21-6058848 S : SUPERIOR COURT
: JUDICIAL DISTRICT OF
OSSAMA ELAWAD, HUSSEIN AHMAD, : WATERBURY
KAMAL REKABY, SAED ELAHMAD,
KHALED OMER,
PLAINTIFFS : AT WATERBURY
VS. :
MAGDY GALAL, NAVEED KHAN, AND :
SULTAN ALI :
DEFENDANTS : DATE: APRIL 1, 2021
FIRST AMENDED COMPLAINT
INTRODUCTION
1. The Plaintiff Ossama Elawad is a resident of Cheshire, Connecticut and a devout
practicing Muslim.
2. The Plaintiff Hussein Ahmad is a resident of Middlebury, Connecticut and a devout
practicing Muslim.
3. The Plaintiff Kamal Rekaby is a resident of Waterbury, Connecticut and a devout
practicing Muslim.
4. The Plaintiff Khaled Omer is a resident of Waterbury, Connecticut and a devout practicing
Muslim.
5. The Plaintiff Saed Elahmad is a resident of Wolcott, Connecticut and a devout practicing
Muslim.
6. The Plaintiffs listed on schedule A have residency as indicated, and are all devout
practicing Muslims.
7. The Defendant Magdy Galal (“Galal”) has an address at 28 Holly Lane, Prospect,
Connecticut.
8. The Defendant Naveed Khan (“Khan”) has an address at 780 North Brooksvale Rd.
Cheshire Connecticut.
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9. The Defendant Sultan Ali (“Ali”) has an address at 33 Bond Street, Waterbury
Connecticut.
10. Galal and Khan were on the Board of Directors of the United Muslim Masjid when they
made plans with Ali on or about 2006 or 2007 to incorporate and create a new religious
organization.
11. Galal, Khan and Ali (“incorporators”) adopted bylaws for the Islamic American Society of
Connecticut, Inc. (“IASC”) in August 2007 prior to incorporating. Exhibit A.
12. IASC’s August 2007 bylaws contain membership rules, and state that members are
entitled to control hiring of the organization’s most important employee, titular head and
religious leader, their Imam.
13. The Islamic American Society of Connecticut, Inc. (“IASC”) as a religious organization
created pursuant to Conn. Gen. Stats. §33-264a is organized to “unite for public worship” has
been deemed a nonprofit public charity pursuant to 26 U.S.C. §501(c)3.
14. IASC owns and operates real estate in the city of Waterbury including a Masjid or
Mosque, the Quran Institute, financial institution accounts, and personal property.
15. IASC bylaws establish that IASC’s mission “to advance the teachings of Islam,” “to serve
the local Muslim community,” to “hold congregational prayers and Islamic functions” and to that
end, “maintain a place of worship” known as a Masjid or Mosque/along with its facilities without
restrictions for all Muslims.
16. Connecticut General Statute § 33-264a authorizing the formation of IASC states that
IASC’s purpose is to “unite for public worship.”
17. A religious congregation for all Muslims who wish to unite for public worship is a
necessary precondition of deriving statutory authority for IASC’s existence and is a condition
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precedent for local, state and federal tax exemptions as a church or equivalent religious
organization under 26 U.S.C. 501(c)3.
18. From 2008 until November 2018, consistent with its purpose, IASC held regularly
scheduled daily religious services and Islamic functions all led by the Sheikh or Imam, Ashraf
Ibrahim, IASC’s esteemed religious leader.
19. Until November 2018, IASC’s Imam, Ashraf Ibrahim, was responsible for the growth and
expansion of IASC membership and inspired the Plaintiffs and others to fund IASC by example,
openly donating and giving what he could afford to give from his wages.
20. Until November 2018, the Plaintiffs and their families regularly participated in religious
services at the Masjid, attended community gatherings, shared holiday celebrations and Islamic
feasts, had access to religious education, counseling and youth programs with the Imam who
presided over and performed birth crituals, marriages, conducted funeral services and comforted
families in times of grief.
21. The Defendant incorporators, Galal, Khan and Ali, held themselves out at all relevant
times as being permanent members of the Board of Trustees and as being “the highest authority
in the corporation.”
22. A Board of Trustees is synonymous with a Board of Directors. Exhibit B.
COUNT 1 - FRAUD/DELIBERATE MISREPRESENATION
1-22. Paragraphs 1-22 are hereby incorporated by reference as paragraphs 1-21 of Count 1 as if
fully set forth herein.
23. At all relevant times until November 2018, the Defendants unambiguously explicitly, and
repeatedly represented and demonstrated by words, actions and omissions that the Plaintiffs were
permanent members of IASC without conditions.
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24. The Plaintiffs believed the representations of the Defendants.
25. IASC membership benefits had no durational limits and included belonging to a Muslim
community, led by Imam Ashraf Ibrahim, and unrestricted member access to congregational
worship at the Masjid, IASC’s services and facilities, and all Islamic programs, activities and
social functions.
26. Galal, Khan and Ali repeatedly solicited money from the Plaintiffs in their status as IASC
members, after prayer services, on holidays, at celebrations, at social functions, after ceremonies,
after and at community gatherings, educational programs, at family events, and fundraisers.
27. The Defendants promised Plaintiff members that facilities, a grand Masjid, would be built
with solicited funds, a place where the Plaintiffs as members could practice their faith, nurture
Muslim traditions and maintain strong social ties within their Muslim community.
28. In consideration of the Defendants’ representations that they were members, when the
Defendants repeatedly solicited the Plaintiffs for funding, the Plaintiffs responded by funding
IASC, regularly paying their families’ savings and wages to Galal, Khan and Ali in their claimed
roles at the IASC Board of Trustees for the purpose of constructing a Masjid or Mosque, funding
IASC’s plan to buy adjacent land, and employing Ashraf Ibrahim, the religious leader of IASC.
29. In the Muslim tradition, payments and donations were frequently made in cash.
30. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs
were members, the Plaintiff Ossama Elawad paid Galal, Khan and Ali twenty-six thousand seven
hundred ($26,700.00) dollars by check and credit card, and estimates that more, up to
approximately four thousand ($4,000.00) dollars was paid weekly after prayers in cash, for
which no receipt was given.
31. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs
were members, the Plaintiff Hussein Ahmad paid Galal, Khan and Ali sixty-one thousand seven
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hundred ($61,700.00) dollars by check, and more, up to an estimated ten thousand ($10,000.00)
dollars which was paid after weekly prayers in cash, for which no receipt was given.
32. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs
were members, the Plaintiff Kamal Rekaby paid Galal, Khan and Ali eight thousand ($8,000.00)
dollars which was acknowledged by receipt. He paid the Defendants more, up to an estimated ten
thousand ($10,000.00), in cash, for which no receipt was given.
33. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs
were members, the Plaintiff Khaled Omer paid Galal, Khan and Ali twenty-four thousand five
hundred ($24,500.00) dollars by check. In addition, he paid up to an estimated two thousand
($2,000.00) dollars per year after weekly prayers in cash, and donated skills and services
including engineering services, survey services and landscaping,
34. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs
were members, the Plaintiff Saed Elahmad paid Galal, Khan and Ali cash on a recurring basis.
The Defendants acknowledged receipt of two thousand dollars ($2,000.00) dollars and received
an estimated eight thousand ($8,000.00) dollars more in cash, furnishings and electronics on
various dates for which no receipt was given.
35. In reliance on and in consideration of the Defendants representations that the Plaintiffs
were members, many other individual funded IASC with cash contributions.
35. The Plaintiffs’ years of monetary contributions in consideration of membership
demonstrated their long term economic and noneconomic investment and commitment to their
religious organization and to creating enduring social ties, connection and a sense of community.
36. Until November 2018, the Plaintiffs regularly attended religious services at IASC’s
Masjid and were regular participants in Islamic social functions.
37. The Plaintiffs had the right to inspect the bylaws.
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38. The Defendants at all relevant times concealed IASC’s bylaws from the Plaintiffs.
39. As construction of the new Masjid was being completed (Masjid Al-Mustafa), the
Defendants devised a secret plan of action to terminate employment of the Imam or Sheikh, by
forcing Ashraf Ibrahim to resign without input from the congregation or members.
40. In August 2017, as the Defendants were preparing force the Imam to resign, the
Plaintiffs’ spokesman requested a copy of the bylaw to determine their rights as members..
41. The Defendants refused the request for a copy of the bylaws.
42. At the November 11, 2018 meeting with the Defendants, the Plaintiffs unanimously
opposed termination of the Imam’s employment and again requested disclosure of the bylaws.
43. The Defendants agreed to disclose the bylaws and continue employment of the Imam but
without any intention of doing so.
44. The Defendants were obligated to disclose the bylaws upon the Plaintiffs’ repeated
requests regardless of the status of IASC membership.
45. The Defendants concealed bylaws which stated that IASC members had the controlling
vote on the employment of their Imam.
46. On November 12, 2018, in response to the Plaintiffs’ requests for disclosure of IASC’s
bylaws and the Imam’s continued employment, Galal tendered a deliberately confusing, bogus
resignation of the Board to be effective in next month and left, and cutting off all
communication.
47. Given the Defendants’ sudden and complete absence, apparent abandonment of IASC
duties and pending resignation, the Plaintiffs made emergency plans, electing new leadership,
and carrying on religious services and organization functions.
48. After weeks of silence and absence, on November 29, 2019, Galal suddenly emailed the
Plaintiffs withdrawing the Defendants’ earlier bogus resignation and with that email, the
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Defendants sent a sly and unclear companion email addressed to “Al Mustafa Masjid–
Waterbury, CT” suggesting or hinting that recipients were not and had never been IASC
members, laying groundwork to deny legal standing.
49. The November 29, 2018 emails suggesting that the Plaintiffs were not members shocked
the Plaintiffs because it contradicted the Defendants prior representations and caused mounting
confusion and dismay.
50. On November 30, 2018, after weeks of absence, Galal suddenly returned unannounced to
the Masjid for evening prayers with Khan and Ali and armed law enforcement officers.
51. The Defendants’ authoritarian show of force was a tactic for the purpose of intimidation
and agitation.
52. From November 30, 2018 through December 2018, Galal, Khan and Ali fraudulently
commandeered physical control of the facilities, locking the Plaintiffs out of the facilities
including the sanctuary of the Masjid, drew up and distributed lists of targeted Plaintiffs and
other IASC congregants or members who were banned from the premises, shunned the Plaintiffs
and threatened arrest of listed individuals for trespassing on IASC property if they returned.
53. The Defendants course of conduct constituted an ongoing series of unjustified, deliberate
overt acts and material omissions that were intended to manipulate and deceive the Plaintiffs into
believing that they were members of IASC and extracting the Plaintiffs’ money, services, and
materials and loyalty based on those deceptive representations.
54. The Plaintiffs would not have repeatedly donated time, services, labor, materials and
money, responding generously to solicitations for funding of IASC by the Defendants if they had
known of the Defendant’s fraud, namely, that the Defendants explicitly lied and/or misled the
Plaintiff about being IASC members.
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The Defendants’ deception and fraudulent misrepresentations and actions caused shock, distress
and mental anguish.
55. As a result of the Defendants’ deliberate misrepresentations, deceptions, overt acts and
material fraudulent omissions, the Plaintiffs have suffered the division of and loss of community,
loss of the use of facilities and sanctified spaces for worship and gatherings that they were
fraudulently induced to pay for, spiritual and emotional loss and damage as well as significant
monetary and economic losses. The Plaintiffs have been forced to reinvest significant sums to
reestablish a Masjid in order to practice their faith, maintain important and enduring social ties
with their community. The Plaintiffs seek equitable and other relief as set forth in their prayer for
relief.
COUNT 2 - NEGLIGENT MISREPRESENTATION
1-38. Paragraphs 1-38 of the First Count are incorporated by reference and made paragraphs 1-
38 of this Count as if fully set forth herein.
39. In 2017 and dates thereafter, the Plaintiffs requested disclosure of the bylaws.
40. After continuously refusing disclosure, the Defendants responded to the Plaintiffs’ by
implying that Plaintiffs had never been members.
41. On November 30, 2018 and during December 2018, the Defendants banned the Plaintiffs
from the facilities and physically locked the gates and doors of the Masjid, barring entry and
threatening the Plaintiffs with arrest for trespass.
42. The Defendants’ knew or should have known that their acts and omissions would misled
the Plaintiffs regarding membership.
43. The Plaintiffs would not have donated money and responded repeatedly to the
Defendants’ solicitations for funding, labor and materials if they had known that the Defendants
negligently misrepresented the status of their membership.
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44. The Defendants’ negligent misrepresentations and actions caused shock, distress and
mental anguish.
45. As a result of the Defendants’ negligent misrepresentations, acts and omissions, the
Plaintiffs have suffered the traumatic division of and loss of community and continue to suffer
spiritual and emotional loss and damage as well as significant monetary and economic losses.
The Plaintiffs have had to reinvest significant sums to reestablish a Masjid, to reunite, continue
to practice their faith, maintain important and enduring social ties with their community. The
Plaintiffs seek equitable and other relief as set forth in their prayer for relief.
COUNT 3 - BREACH OF CONTRACT
1-23. Paragraphs 1-23 of Count 1 are made paragraphs 1-23 of this Count as if fully set forth
herein.
24. The Defendants possessed apparent authority as the Board of Trustees to make the
Plaintiffs’ members.
25. At all relevant times, the Plaintiffs were members of IASC.
26. The IASC bylaws constituted a contract between the organization and its members.
27. As members, the Plaintiffs were intended beneficiaries of the IASC bylaws.
28-56. Paragraphs 25-53 of Count 1 are hereby incorporated by reference and made paragraphs
28-56 of this Count as if fully set forth herein.
57. There was no basis upon which to terminate the Plaintiffs IASC membership.
58. On or about December 1, 2018 to December 7, 2018, the Defendants finalized the
termination of the Plaintiffs’ membership by expelling the Plaintiffs and members of the
community, locking them out of the facilities, threatening the Plaintiffs and perceived allies with
arrest for trespassing, thereby separating the Plaintiffs from their community.
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59. In consideration of membership, the Plaintiffs had responded to member solicitations for
funding, and paid the Defendants from their families’ savings and wages, volunteered their time,
created a congregation, and donated labor and materials.
60. The Plaintiff’s IASC membership created a property interest in IASC and its facilities.
61. The Defendants owed a duty of good faith and fair dealing to the Plaintiffs.
62. The Defendants breached that duty of good faith and fair dealing without reasonable cause
by terminating memberships, locking the Plaintiffs out of IASC facilities, expelling some or all
of the Plaintiffs, and dividing the IASC community.
63. As a result of the Defendants’ breach of contract, the Plaintiffs have suffered and continue
to suffer spiritual and emotional distress, loss and damage with risk of physical injury as well as
significant monetary and economic losses. The Plaintiffs have had to reinvest significant sums to
reunite their community and reestablish a Masjid where they could continue to practice their
faith. The Plaintiffs seek equitable and other relief as set forth in their prayer for relief.
COUNT 4 – BREACH OF IMPLIED CONTRACT
1-62. Paragraphs 1-62 of Count 3 are hereby incorporated by reference in this Count as if fully
set forth herein.
63. .Galal, Khan and Ali implied at all relevant times that the Plaintiffs were members.
64. As a result of the Defendants’ breach, the Plaintiffs sustained emotional distress with
likelihood of physical injury, pain, suffering, and significant money damages as a direct
consequence of the Defendants’ breach. The Plaintiffs seeks remedies, equitable and monetary
relief and court orders as set forth in the prayer for relief below.
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COUNT 5 - BREACH OF CONTRACT AS TO RESTRICTED DONATIONS
1-63. Paragraphs 1-63 of Count 3 are incorporated by reference and hereby made paragraphs 1-
63 of this Count as if fully set forth herein.
64. The Plaintiffs’ charitable donations to IASC were received and controlled at all relevant
times by Galal, Khan and Ali.
65. Galal, Khan and Ali held a fundraiser specifically to purchase a unique parcel or piece of
land adjacent to Masjid Al Mustafa on or about June 2017 and for no other purpose.
66. The donations being solicited were restricted donations which the Defendants represented
would be used for a specific purpose.
67. All of the funds in response to the solicitation were specifically designated by Galal, Khan
and Ali as funds donated for the purchase of a specified land.
68. Galal, Khan and Ali raised approximately two hundred fifty thousand dollars
($250,000.00) in a fundraiser held on June 21, 2017.
69. The Plaintiffs, Ossama Elawad, Hussein Ahmad, Kamal Rekaby, Khaled Omer, and Saed
Elahmad intended and trusted that restricted charitable donations of $3,100.00, $10,000.00,
$2,000.00, $10,000.00 and $2,500.00 respectively, would each be used for the specific stated
purpose, namely purchasing the adjacent property.
70. Many members of the Muslim community intended and trusted that a restricted
charitable donations of the amounts would be each used for the specific stated purpose, namely
purchasing unique, irreplaceable adjacent property.
71. Galal, Khan and Ali, after raising funds, refused to take reasonable and necessary steps
to use the funds as specified on behalf of the donors who donated money for a restricted purpose.
72. The Plaintiffs and/or the Plaintiffs’ representative inquired about the disposition of the
restricted charitable donations donated for that purpose.
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73. Galal, Khan and Ali refused to disclose any information about the disposition of the
proceeds received for the purpose of purchasing adjacent property.
74. Restricted donations and solicited for a specific purpose constituted a contract.
75. Galal, Khan and Ali were required to use the proceeds exclusively for the purposes for
which they were raised and breached their explicit representation and contract with the Plaintiffs
for the disposition and use of the money donated.
76. Galal, Khan and Ali were required to account for the use of the proceeds in a timely
manner.
77. The money donated was not been used as the Defendants represented it would be used.
78. The Defendants did not carry out the Plaintiffs’ intent as donors.
79. The Defendants refused to account for the status of the proceeds.
80. The Plaintiffs seek money damages, and equitable remedies for violation of the donors’
specific donative intent and breach of contract as set forth in the prayer for relief, below.
COUNT 6 - APPLICATION FOR DETERMINATION OF THE VALIDITY OF THE
ELECTION
1-62. Paragraphs 1- 62 of Count 3 are incorporated by reference in Count as if fully set forth
herein.
63. Connecticut General Statutes requires an initial valid election to appoint a Board of
Trustees after incorporation. Conn. Gen. Stats §33-1077.
64. Initial August 2007 bylaws required members to elect a Board of Trustees by a simple
majority vote.
65. Initial August 2007 bylaws imposed term limits for Board members with elections by
members every 5 years consistent with state statute.
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66. Initial August 2007 bylaws gave members voting control over selection and hiring of the
most important individual in a religious organization, the Imam, or clergyman, the titular head
and religious leader of the congregation.
67. On September 19, 2007, as incorporators, Galal, Khan and Ali executed and filed a
“Certificate of Formation.”
68. Because the September 18, 2007 IASC “Certificate of Formation” named Galal, Khan and
Ali as incorporators, Connecticut statutes, like the bylaws, mandated that an organizational
meeting be held to elect the Board of Directors. Conn. Gen. Stat. §33-1029(a)(2); Conn. Gen.
Stats. § 33-1082.
69. Instead of holding a valid election, on December 28, 2007, the Defendant incorporators
secretly and without notice to IASC members purported to amend their certificate of formation
on December 28, 2007.
70. The covert December 28, 2007 “Certificate of Amendment” states that:
The Board of Trustees is the Highest Authority of the Corporation an
the only entity that can alter, amend or replace the Bylaws.
The three founders (incorporators) permanent members of the Board Of
Trustees.
71. Amending the certificate of incorporation without notice and a vote by members violated
Conn. Gen. Stats. § Sec. 33-1142.
72. On December 29, 2007, the Defendant incorporators secretly and without notice amended
bylaws. The December 29, 2007 amended Bylaws repeated the language of the Certificate of
Amendment:
The founders of the corporation, who are also the initially
elected [Board of Trustees], namely, Magdy Galal, Naveed
Khan and Sultan Ali, will be the Permanent Members of
the BOT.
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73. On May 18, 2009, the Defendants furtively amended again, to make absolutely clear that
they were not merely permanent members but “Permanent Life Members.”
74. The purported bylaw amendments terminated the right to elect a Board and stole the
members’ voice to select and hire their religious leader, who is at the heart of the organization.
75. Covert amendment of bylaws violated of Conn. Gen. Stats. § 33-1065(b).
76. There was no valid election on August 24, 2007 or on any date since then electing a Board
of Trustees.
77. Instead, Galal, Naveed and Khan, as mere incorporators, illegally appointed themselves as
the “Board of Trustees” or Board of Directors, asserting authority instead as annointed
“founders.”
78. The Defendant incorporators have continuously and falsely held themselves out as being
duly elected to the Board of Trustees of IASC and in that false capacity, have exercised
complete, exclusive and unchecked control over all the affairs, facilities and operation of IASC.
79. The Defendants incorporators expelled the Plaintiffs without authority to take such action.
80. The Plaintiffs are aggrieved as IASC members, as stakeholders, as congregants, as
members of the Muslim community, and as donors and financial contributors., and as
congregants.
81. The Plaintiffs seek proceedings pursuant to Conn. Gen. Stats. § 33-1089 with respect to
determining the validity of the election of the Board of Trustees and adjudication to decide
whether the founders’ or incorporators’ claim to be members of the Board of Trustees is
fraudulent or otherwise void and seek other relief equitable remedies set forth in the prayer for
relief as may be just and proper.
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COUNT 7 - FRAUD
1-62. Paragraphs 1-62 of Count 3 are incorporated by reference and hereby made paragraphs 1-
62 of this Count as if fully set forth herein.
63. The Defendants fraudulently and unfairly concealed that they determined the Plaintiffs’
IASC membership status at their whim which was changeable without regard to fairness, bylaws
or moral principles, reason, explanation or justification.
64-81. Paragraphs 63-80 of Count 6 are incorporated by reference and hereby made paragraphs
64-81 of this Count.
82. The Defendants at all times represented that IASC was a nonprofit religious public
charitable organization.
83. Good faith, fair dealing and IRS regulations required the filing and disclosure of bylaws
upon request by the Plaintiffs and by any member of the public, imposing a duty on the
Defendants to disclose the bylaws each time the Plaintiffs’ requested a copy.
84. The IASC bylaws contain terms and conditions for IASC membership which were
withheld from the Plaintiffs.
85. At all times, the Defendants concealed the amended bylaws and certificate of formation
from the IRS, the public and from the Plaintiffs.
86. The Defendant incorporators have continuously falsely held themselves out as being duly
elected and in that false authoritative capacity, the Defendants have exercised complete,
exclusive and unchecked control over all the affairs, facilities and the operation of IASC.
87. As mere incorporators who lacked authority to take such action, the Defendants expelled
the Plaintiffs from IASC and its facilities without cause.
88. Galal, Khan and Ali expelled the Plaintiffs to prevent the Plaintiffs from discovering
organizational information and to silence them, a further act of fraudulent concealment.
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89. Galal, Khan and Ali admit to operating IASC as a business and to having “business
expectancies,” revealing that Galal, Khan and Ali had business purposes and expectancies and
counted congregants as a profitable monetary units, as if congregants constituted a customer
base.
90. Galal, Khan and Ali induced the Plaintiffs to falsely believe that the Defendants operated
IASC as a not-for-profit, religious public charity to serve and benefit the entire Muslim
community.
91. Galal, Khan and Ali falsely solicited charitable donations from the Plaintiffs for a specific
restricted purpose, to purchase land on or about June 2017.
92. Galal, Khan and Ali concealed that they were not committed to the purchase of the unique
parcel of adjacent land or make reasonable attempts to purchase the land.
93. The Plaintiffs, through a representative, inquired about the disposition of the proceeds and
their inquiries were met with refusal to disclose information to donors.
94. Galal, Khan and Ali have concealed the disposition of approximately two hundred fifty
thousand ($250,000.00) dollars or more in restricted donations for the purchase a the adjacent
parcel of land despite the Plaintiffs’ inquiries.
95. Galal, Khan and Ali individually, jointly and severally have systematically and deliberately
shrouded their intentions and concealed their actions and material information from the
Plaintiffs.
96. The Plaintiffs have suffered emotional distress and mental anguish and substantial
economic damages, including losses of monetary payments and donations to Galal, Khan and
Ali, division of and loss of their community, and incurred significant expenses to reunite and
reestablish a new place of worship. They seek relief as set forth in their prayer for relief.
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COUNT 8 - BREACH OF FIDUCIARY DUTY
1-95. Paragraphs 1-95 of Count 7 are incorporated by reference and are hereby made paragraphs
1-95 of this Count as if fully set forth herein.
96. Galal, Khan and Ali had greater knowledge, background and or experience regarding
corporate governance and corporate law than the Plaintiffs.
97. Galal, Khan and Ali breached their duties as incorporators to observe corporate formalities
and ensure that IASC was properly organized under the law and to hold initial elections of a
Board of Trustees.
98. Galal, Khan and Ali at all times were merely incorporators but falsely held themselves out
as being duly elected, legitimate members of the Board of Trustees and in that capacity, assumed
the duties and responsibilities of a Board of Trustees.
99. Galal, Khan and Ali assumed positions of trust, confidence and authority as incorporators
and in their assumed roles on the IASC Board of Trustees.
100. An active IASC congregation comprised of members is a necessary precondition for
meeting the statutory definition of a religious organization with a purpose of “uniting for public
worship” and is a condition precedent for local, state and federal tax exemptions as a church or
equivalent religious organization under 26 U.S.C. 501(c)3.
101. Galal, Khan and Ali breached their fiduciary duties in that they mismanaged IASC
membership and deliberately abstained from meaningful, systematic and rule oriented
organizational membership activities in order to govern in any way they pleased for self-serving
reasons.
102. The Defendants breached their fiduciary duty to the Plaintiffs by manipulating
membership status, terminating the Plaintiffs’membership without cause and or disavowing
membership retroactively, at will.
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103. The Defendants breached their fiduciary duties in that their actions deliberately divided
rather than united the Plaintiffs’ Muslim community by expelling congregants and the Plaintiffs
without cause, creating chaos, strife and discord.
104. Defendants, self-proclaimed “founders,” breached their fiduciary duties by operating
IASC as if it were a for-profit, privately owned, secular club, admitting individuals who pleased
them and excluding others despite the fact that IASC was created for the benefit of the entire
public Muslim community, including the Plaintiffs.
105. Galal, Khan and Ali breached their fiduciary duties in that they at all times unfairly
concealed bylaws from the Plaintiffs in violation of 26 C.F.R. §301.6104(d)–1 f, thereby
concealing regulations regarding membership, voting rights, and control of the organization
despite requests for disclosure.
106. Galal, Khan and Ali in their claimed roles as the Board of Trustees had a duty to remain
open for public worship, and violated that duty by closing their doors to the Plaintiffs, Muslims
who wished to pray, in failing to employ a permanent, full-time suitable Imam, in failing to
conduct regular religious prayers services, and expelling the Plaintiffs and fellow members of the
Plaintiffs’ community from IASC, dividing the community and creating discord.
107. On November 9, 2007, the Defendant incorporators filed “Form 1023”, an application for
nonprofit status, with the Internal Revenue Service (IRS) to avoid federal, local and state taxes,
including local City of Waterbury real estate and personal property taxes..
108. On December 18, 2007, the IRS sent the Defendants a letter reminding the Defendants
that the IRS required that the Defendants submit all amendments of the bylaws and certificate of
formation.
109. Galal, Khan and Ali filed amendments on December 28, 2007 (“Certificate of
Amendment”) and the December 29, 2007 (bylaw amendment) with the Secretary of State, but
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withheld the December 2007 amendments form the IRS despite the obligation to disclose the
amendments.
110. On January 8, 2008, the IRS approved nonprofit status based on incomplete, inaccurate
disclosures, so that the IRS was unaware that all power and control of IASC inured exclusively
to 3 individuals.
111. Galal, Khan and Ali breached their fiduciary duties in that they deliberately persisted in
concealing material information from the IRS for more than 10 years, thereby putting IASC’s
nonprofit status and IASC’s solvency at risk, violating their duties as incorporators and assumed
duties as the Board of Trustees.
112. Galal, Khan and Ali breached their fiduciary duties in that the concealed amendments
were detrimental to members and the local Muslim community, and constituted self-dealing, as
the covert amendments served only one purpose, which was to permanently usurp power and
completely and exclusively control all IASC affairs, actions which inured to the benefit of the
Defendants.
113. The Defendants breached their fiduciary duties by disregarding the needs and well-being
of faithful IASC members and congregants in terminating the employment of a key employee,
Imam Ashraf.
114. The Defendants continuously solicited charitable donations and funds, admitting to the
receipt of at least five million ($5,000,000.00) dollars.
115. In breach of fiduciary duties, there were no internal or external procedures to ensure
accountability, responsible financial management, provision of receipts and accounting for all
payments received consisting of checks, money orders, credit card payments, and regular
contributions of cash that were given directly to Galal, Khan and Ali as IASC Trustees.
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116. In breach of their fiduciary duties, Defendants Galal, Khan and Ali and each of them
individually and/or jointly at all relevant times have violated the Connecticut Solicitation of
Charitable Funds Act, Conn. Gen. Stats. §21a-175 et seq., soliciting and receiving five million
($5,000,000.00) dollars in charitable donations without registering, reporting solicitation and
receipt of donations to the Department of Consumer Protection, putting IASC in violation of the
law.
117. The Defendants Galal, Khan and Ali breached their fiduciary duties in that they similarly
solicited charitable donations within the state of Michigan without registering to solicit pursuant
to Michigan Charitable Organizations and Solicitations Act, MCL 440.271 et seq.
118. The Defendants breached their fiduciary duty when they represented that they were
conducting a fundraiser for purchase a specific parcel of adjacent land for expansion of the
Masjid, raising approximately two hundred and fifty thousand dollars ($250,000.00) or more
including donations from many Plaintiffs but refused to take reasonable and necessary steps to
use the solicited funds as specified and refused to account to the Plaintiffs regarding the
disposition of the proceeds.
119. The Defendants breached their fiduciary duty in that they misappropriated, converted and
or retained funds for their own private purposes other than the specified purpose, without donor
consent and in violation of the specific donative intent of the Plaintiffs.
120. Cumulatively, Defendants’ actions and admission of operating IASC as a business and
corporate dishonesty, the Defendants have subjected IASC to potential liability for violation of
the Connecticut Unfair Trade Practices Act, for potential fines, state and federal income tax
liability on proceeds exceeding $5,000,000.00 and for taxes to the City of Waterbury on Masjid
Al-Mustafa (95 Schraffts Dr.) and the Quran Institute (120 Schraffts Dr.) for real estate valued
by the city of Waterbury at approximately $4,905,828.00
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121. Galal, Khan and Ali have wasted IASC assets and resources on wasteful litigation to
justify ultra vires actions and for the purpose of maintaining secrecy, authority and control of
IASC assets, real estate and finances, and are putting IASC at risk of ongoing losses.
122. Because the Defendants have engaged in self-dealing, deception, and abused positions of
trust and confidence in multiple ways as set forth herein, the Plaintiffs have suffered mental and
emotional distress with risk of physical harm, economic and noneconomic damages, and seek
equitable and other relief, including an accounting of IASC finances and assets, a finding that the
Plaintiffs and other worshippers and expelled congregants are de facto IASC members,
permanent officer and director removal of the Defendants and executive appointees who were
not elected , imposition of a constructive trust, the appointment of a receiver to hold elections for
a board, rescission of improper amendments, reformation of the bylaws, filing an updated and
amended IASC Form 1023 application, registration as a charity with the State of Connecticut,
restoration of employment of an Imam to be chosen by and to meet the needs of an Islamic
congregation, an order that the Defendants jointly and severally or individually disgorge IASC
funds used to pay legal fees, an finding that the Defendants are personally liable to pay real
estate and all other taxes, penalties and all expenses arising out of IASC noncompliance with
state, federal and local laws that may come due, imposition of exemplary damages, attorneys
fees, compensatory damages for costs associated with establishing a temporary Masjid, and
damages for emotional and mental distress and anguish.
COUNT 9 – CONVERSION/CIVIL THEFT
1-56. Paragraphs 1-56 of the Count 1 are hereby incorporated by reference made paragraphs 1-
56 of this Count.
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57. The Defendants held IASC out as a nonprofit charity while secretly operating it as if it
were a business or a private club with discretionary membership.
58. The Defendants misled the Plaintiffs into believing they were members in order induce the
Plaintiffs to provide funding in consideration of membership.
59. The Defendants represented to the Plaintiffs in June 2017 that they were soliciting and
raising funds to purchase land for e
Preview
DOCKET NO. UWY-CV-21-6058848 S : SUPERIOR COURT : JUDICIAL DISTRICT OF OSSAMA ELAWAD, HUSSEIN AHMAD, : WATERBURY KAMAL REKABY, SAED ELAHMAD, KHALED OMER, PLAINTIFFS : AT WATERBURY VS. : MAGDY GALAL, NAVEED KHAN, AND : SULTAN ALI : DEFENDANTS : DATE: APRIL 1, 2021 FIRST AMENDED COMPLAINT INTRODUCTION 1. The Plaintiff Ossama Elawad is a resident of Cheshire, Connecticut and a devout practicing Muslim. 2. The Plaintiff Hussein Ahmad is a resident of Middlebury, Connecticut and a devout practicing Muslim. 3. The Plaintiff Kamal Rekaby is a resident of Waterbury, Connecticut and a devout practicing Muslim. 4. The Plaintiff Khaled Omer is a resident of Waterbury, Connecticut and a devout practicing Muslim. 5. The Plaintiff Saed Elahmad is a resident of Wolcott, Connecticut and a devout practicing Muslim. 6. The Plaintiffs listed on schedule A have residency as indicated, and are all devout practicing Muslims. 7. The Defendant Magdy Galal (“Galal”) has an address at 28 Holly Lane, Prospect, Connecticut. 8. The Defendant Naveed Khan (“Khan”) has an address at 780 North Brooksvale Rd. Cheshire Connecticut. 1 9. The Defendant Sultan Ali (“Ali”) has an address at 33 Bond Street, Waterbury Connecticut. 10. Galal and Khan were on the Board of Directors of the United Muslim Masjid when they made plans with Ali on or about 2006 or 2007 to incorporate and create a new religious organization. 11. Galal, Khan and Ali (“incorporators”) adopted bylaws for the Islamic American Society of Connecticut, Inc. (“IASC”) in August 2007 prior to incorporating. Exhibit A. 12. IASC’s August 2007 bylaws contain membership rules, and state that members are entitled to control hiring of the organization’s most important employee, titular head and religious leader, their Imam. 13. The Islamic American Society of Connecticut, Inc. (“IASC”) as a religious organization created pursuant to Conn. Gen. Stats. §33-264a is organized to “unite for public worship” has been deemed a nonprofit public charity pursuant to 26 U.S.C. §501(c)3. 14. IASC owns and operates real estate in the city of Waterbury including a Masjid or Mosque, the Quran Institute, financial institution accounts, and personal property. 15. IASC bylaws establish that IASC’s mission “to advance the teachings of Islam,” “to serve the local Muslim community,” to “hold congregational prayers and Islamic functions” and to that end, “maintain a place of worship” known as a Masjid or Mosque/along with its facilities without restrictions for all Muslims. 16. Connecticut General Statute § 33-264a authorizing the formation of IASC states that IASC’s purpose is to “unite for public worship.” 17. A religious congregation for all Muslims who wish to unite for public worship is a necessary precondition of deriving statutory authority for IASC’s existence and is a condition 2 precedent for local, state and federal tax exemptions as a church or equivalent religious organization under 26 U.S.C. 501(c)3. 18. From 2008 until November 2018, consistent with its purpose, IASC held regularly scheduled daily religious services and Islamic functions all led by the Sheikh or Imam, Ashraf Ibrahim, IASC’s esteemed religious leader. 19. Until November 2018, IASC’s Imam, Ashraf Ibrahim, was responsible for the growth and expansion of IASC membership and inspired the Plaintiffs and others to fund IASC by example, openly donating and giving what he could afford to give from his wages. 20. Until November 2018, the Plaintiffs and their families regularly participated in religious services at the Masjid, attended community gatherings, shared holiday celebrations and Islamic feasts, had access to religious education, counseling and youth programs with the Imam who presided over and performed birth crituals, marriages, conducted funeral services and comforted families in times of grief. 21. The Defendant incorporators, Galal, Khan and Ali, held themselves out at all relevant times as being permanent members of the Board of Trustees and as being “the highest authority in the corporation.” 22. A Board of Trustees is synonymous with a Board of Directors. Exhibit B. COUNT 1 - FRAUD/DELIBERATE MISREPRESENATION 1-22. Paragraphs 1-22 are hereby incorporated by reference as paragraphs 1-21 of Count 1 as if fully set forth herein. 23. At all relevant times until November 2018, the Defendants unambiguously explicitly, and repeatedly represented and demonstrated by words, actions and omissions that the Plaintiffs were permanent members of IASC without conditions. 3 24. The Plaintiffs believed the representations of the Defendants. 25. IASC membership benefits had no durational limits and included belonging to a Muslim community, led by Imam Ashraf Ibrahim, and unrestricted member access to congregational worship at the Masjid, IASC’s services and facilities, and all Islamic programs, activities and social functions. 26. Galal, Khan and Ali repeatedly solicited money from the Plaintiffs in their status as IASC members, after prayer services, on holidays, at celebrations, at social functions, after ceremonies, after and at community gatherings, educational programs, at family events, and fundraisers. 27. The Defendants promised Plaintiff members that facilities, a grand Masjid, would be built with solicited funds, a place where the Plaintiffs as members could practice their faith, nurture Muslim traditions and maintain strong social ties within their Muslim community. 28. In consideration of the Defendants’ representations that they were members, when the Defendants repeatedly solicited the Plaintiffs for funding, the Plaintiffs responded by funding IASC, regularly paying their families’ savings and wages to Galal, Khan and Ali in their claimed roles at the IASC Board of Trustees for the purpose of constructing a Masjid or Mosque, funding IASC’s plan to buy adjacent land, and employing Ashraf Ibrahim, the religious leader of IASC. 29. In the Muslim tradition, payments and donations were frequently made in cash. 30. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs were members, the Plaintiff Ossama Elawad paid Galal, Khan and Ali twenty-six thousand seven hundred ($26,700.00) dollars by check and credit card, and estimates that more, up to approximately four thousand ($4,000.00) dollars was paid weekly after prayers in cash, for which no receipt was given. 31. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs were members, the Plaintiff Hussein Ahmad paid Galal, Khan and Ali sixty-one thousand seven 4 hundred ($61,700.00) dollars by check, and more, up to an estimated ten thousand ($10,000.00) dollars which was paid after weekly prayers in cash, for which no receipt was given. 32. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs were members, the Plaintiff Kamal Rekaby paid Galal, Khan and Ali eight thousand ($8,000.00) dollars which was acknowledged by receipt. He paid the Defendants more, up to an estimated ten thousand ($10,000.00), in cash, for which no receipt was given. 33. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs were members, the Plaintiff Khaled Omer paid Galal, Khan and Ali twenty-four thousand five hundred ($24,500.00) dollars by check. In addition, he paid up to an estimated two thousand ($2,000.00) dollars per year after weekly prayers in cash, and donated skills and services including engineering services, survey services and landscaping, 34. In reliance on and in consideration of the Defendants’ representations that the Plaintiffs were members, the Plaintiff Saed Elahmad paid Galal, Khan and Ali cash on a recurring basis. The Defendants acknowledged receipt of two thousand dollars ($2,000.00) dollars and received an estimated eight thousand ($8,000.00) dollars more in cash, furnishings and electronics on various dates for which no receipt was given. 35. In reliance on and in consideration of the Defendants representations that the Plaintiffs were members, many other individual funded IASC with cash contributions. 35. The Plaintiffs’ years of monetary contributions in consideration of membership demonstrated their long term economic and noneconomic investment and commitment to their religious organization and to creating enduring social ties, connection and a sense of community. 36. Until November 2018, the Plaintiffs regularly attended religious services at IASC’s Masjid and were regular participants in Islamic social functions. 37. The Plaintiffs had the right to inspect the bylaws. 5 38. The Defendants at all relevant times concealed IASC’s bylaws from the Plaintiffs. 39. As construction of the new Masjid was being completed (Masjid Al-Mustafa), the Defendants devised a secret plan of action to terminate employment of the Imam or Sheikh, by forcing Ashraf Ibrahim to resign without input from the congregation or members. 40. In August 2017, as the Defendants were preparing force the Imam to resign, the Plaintiffs’ spokesman requested a copy of the bylaw to determine their rights as members.. 41. The Defendants refused the request for a copy of the bylaws. 42. At the November 11, 2018 meeting with the Defendants, the Plaintiffs unanimously opposed termination of the Imam’s employment and again requested disclosure of the bylaws. 43. The Defendants agreed to disclose the bylaws and continue employment of the Imam but without any intention of doing so. 44. The Defendants were obligated to disclose the bylaws upon the Plaintiffs’ repeated requests regardless of the status of IASC membership. 45. The Defendants concealed bylaws which stated that IASC members had the controlling vote on the employment of their Imam. 46. On November 12, 2018, in response to the Plaintiffs’ requests for disclosure of IASC’s bylaws and the Imam’s continued employment, Galal tendered a deliberately confusing, bogus resignation of the Board to be effective in next month and left, and cutting off all communication. 47. Given the Defendants’ sudden and complete absence, apparent abandonment of IASC duties and pending resignation, the Plaintiffs made emergency plans, electing new leadership, and carrying on religious services and organization functions. 48. After weeks of silence and absence, on November 29, 2019, Galal suddenly emailed the Plaintiffs withdrawing the Defendants’ earlier bogus resignation and with that email, the 6 Defendants sent a sly and unclear companion email addressed to “Al Mustafa Masjid– Waterbury, CT” suggesting or hinting that recipients were not and had never been IASC members, laying groundwork to deny legal standing. 49. The November 29, 2018 emails suggesting that the Plaintiffs were not members shocked the Plaintiffs because it contradicted the Defendants prior representations and caused mounting confusion and dismay. 50. On November 30, 2018, after weeks of absence, Galal suddenly returned unannounced to the Masjid for evening prayers with Khan and Ali and armed law enforcement officers. 51. The Defendants’ authoritarian show of force was a tactic for the purpose of intimidation and agitation. 52. From November 30, 2018 through December 2018, Galal, Khan and Ali fraudulently commandeered physical control of the facilities, locking the Plaintiffs out of the facilities including the sanctuary of the Masjid, drew up and distributed lists of targeted Plaintiffs and other IASC congregants or members who were banned from the premises, shunned the Plaintiffs and threatened arrest of listed individuals for trespassing on IASC property if they returned. 53. The Defendants course of conduct constituted an ongoing series of unjustified, deliberate overt acts and material omissions that were intended to manipulate and deceive the Plaintiffs into believing that they were members of IASC and extracting the Plaintiffs’ money, services, and materials and loyalty based on those deceptive representations. 54. The Plaintiffs would not have repeatedly donated time, services, labor, materials and money, responding generously to solicitations for funding of IASC by the Defendants if they had known of the Defendant’s fraud, namely, that the Defendants explicitly lied and/or misled the Plaintiff about being IASC members. 7 The Defendants’ deception and fraudulent misrepresentations and actions caused shock, distress and mental anguish. 55. As a result of the Defendants’ deliberate misrepresentations, deceptions, overt acts and material fraudulent omissions, the Plaintiffs have suffered the division of and loss of community, loss of the use of facilities and sanctified spaces for worship and gatherings that they were fraudulently induced to pay for, spiritual and emotional loss and damage as well as significant monetary and economic losses. The Plaintiffs have been forced to reinvest significant sums to reestablish a Masjid in order to practice their faith, maintain important and enduring social ties with their community. The Plaintiffs seek equitable and other relief as set forth in their prayer for relief. COUNT 2 - NEGLIGENT MISREPRESENTATION 1-38. Paragraphs 1-38 of the First Count are incorporated by reference and made paragraphs 1- 38 of this Count as if fully set forth herein. 39. In 2017 and dates thereafter, the Plaintiffs requested disclosure of the bylaws. 40. After continuously refusing disclosure, the Defendants responded to the Plaintiffs’ by implying that Plaintiffs had never been members. 41. On November 30, 2018 and during December 2018, the Defendants banned the Plaintiffs from the facilities and physically locked the gates and doors of the Masjid, barring entry and threatening the Plaintiffs with arrest for trespass. 42. The Defendants’ knew or should have known that their acts and omissions would misled the Plaintiffs regarding membership. 43. The Plaintiffs would not have donated money and responded repeatedly to the Defendants’ solicitations for funding, labor and materials if they had known that the Defendants negligently misrepresented the status of their membership. 8 44. The Defendants’ negligent misrepresentations and actions caused shock, distress and mental anguish. 45. As a result of the Defendants’ negligent misrepresentations, acts and omissions, the Plaintiffs have suffered the traumatic division of and loss of community and continue to suffer spiritual and emotional loss and damage as well as significant monetary and economic losses. The Plaintiffs have had to reinvest significant sums to reestablish a Masjid, to reunite, continue to practice their faith, maintain important and enduring social ties with their community. The Plaintiffs seek equitable and other relief as set forth in their prayer for relief. COUNT 3 - BREACH OF CONTRACT 1-23. Paragraphs 1-23 of Count 1 are made paragraphs 1-23 of this Count as if fully set forth herein. 24. The Defendants possessed apparent authority as the Board of Trustees to make the Plaintiffs’ members. 25. At all relevant times, the Plaintiffs were members of IASC. 26. The IASC bylaws constituted a contract between the organization and its members. 27. As members, the Plaintiffs were intended beneficiaries of the IASC bylaws. 28-56. Paragraphs 25-53 of Count 1 are hereby incorporated by reference and made paragraphs 28-56 of this Count as if fully set forth herein. 57. There was no basis upon which to terminate the Plaintiffs IASC membership. 58. On or about December 1, 2018 to December 7, 2018, the Defendants finalized the termination of the Plaintiffs’ membership by expelling the Plaintiffs and members of the community, locking them out of the facilities, threatening the Plaintiffs and perceived allies with arrest for trespassing, thereby separating the Plaintiffs from their community. 9 59. In consideration of membership, the Plaintiffs had responded to member solicitations for funding, and paid the Defendants from their families’ savings and wages, volunteered their time, created a congregation, and donated labor and materials. 60. The Plaintiff’s IASC membership created a property interest in IASC and its facilities. 61. The Defendants owed a duty of good faith and fair dealing to the Plaintiffs. 62. The Defendants breached that duty of good faith and fair dealing without reasonable cause by terminating memberships, locking the Plaintiffs out of IASC facilities, expelling some or all of the Plaintiffs, and dividing the IASC community. 63. As a result of the Defendants’ breach of contract, the Plaintiffs have suffered and continue to suffer spiritual and emotional distress, loss and damage with risk of physical injury as well as significant monetary and economic losses. The Plaintiffs have had to reinvest significant sums to reunite their community and reestablish a Masjid where they could continue to practice their faith. The Plaintiffs seek equitable and other relief as set forth in their prayer for relief. COUNT 4 – BREACH OF IMPLIED CONTRACT 1-62. Paragraphs 1-62 of Count 3 are hereby incorporated by reference in this Count as if fully set forth herein. 63. .Galal, Khan and Ali implied at all relevant times that the Plaintiffs were members. 64. As a result of the Defendants’ breach, the Plaintiffs sustained emotional distress with likelihood of physical injury, pain, suffering, and significant money damages as a direct consequence of the Defendants’ breach. The Plaintiffs seeks remedies, equitable and monetary relief and court orders as set forth in the prayer for relief below. 10 COUNT 5 - BREACH OF CONTRACT AS TO RESTRICTED DONATIONS 1-63. Paragraphs 1-63 of Count 3 are incorporated by reference and hereby made paragraphs 1- 63 of this Count as if fully set forth herein. 64. The Plaintiffs’ charitable donations to IASC were received and controlled at all relevant times by Galal, Khan and Ali. 65. Galal, Khan and Ali held a fundraiser specifically to purchase a unique parcel or piece of land adjacent to Masjid Al Mustafa on or about June 2017 and for no other purpose. 66. The donations being solicited were restricted donations which the Defendants represented would be used for a specific purpose. 67. All of the funds in response to the solicitation were specifically designated by Galal, Khan and Ali as funds donated for the purchase of a specified land. 68. Galal, Khan and Ali raised approximately two hundred fifty thousand dollars ($250,000.00) in a fundraiser held on June 21, 2017. 69. The Plaintiffs, Ossama Elawad, Hussein Ahmad, Kamal Rekaby, Khaled Omer, and Saed Elahmad intended and trusted that restricted charitable donations of $3,100.00, $10,000.00, $2,000.00, $10,000.00 and $2,500.00 respectively, would each be used for the specific stated purpose, namely purchasing the adjacent property. 70. Many members of the Muslim community intended and trusted that a restricted charitable donations of the amounts would be each used for the specific stated purpose, namely purchasing unique, irreplaceable adjacent property. 71. Galal, Khan and Ali, after raising funds, refused to take reasonable and necessary steps to use the funds as specified on behalf of the donors who donated money for a restricted purpose. 72. The Plaintiffs and/or the Plaintiffs’ representative inquired about the disposition of the restricted charitable donations donated for that purpose. 11 73. Galal, Khan and Ali refused to disclose any information about the disposition of the proceeds received for the purpose of purchasing adjacent property. 74. Restricted donations and solicited for a specific purpose constituted a contract. 75. Galal, Khan and Ali were required to use the proceeds exclusively for the purposes for which they were raised and breached their explicit representation and contract with the Plaintiffs for the disposition and use of the money donated. 76. Galal, Khan and Ali were required to account for the use of the proceeds in a timely manner. 77. The money donated was not been used as the Defendants represented it would be used. 78. The Defendants did not carry out the Plaintiffs’ intent as donors. 79. The Defendants refused to account for the status of the proceeds. 80. The Plaintiffs seek money damages, and equitable remedies for violation of the donors’ specific donative intent and breach of contract as set forth in the prayer for relief, below. COUNT 6 - APPLICATION FOR DETERMINATION OF THE VALIDITY OF THE ELECTION 1-62. Paragraphs 1- 62 of Count 3 are incorporated by reference in Count as if fully set forth herein. 63. Connecticut General Statutes requires an initial valid election to appoint a Board of Trustees after incorporation. Conn. Gen. Stats §33-1077. 64. Initial August 2007 bylaws required members to elect a Board of Trustees by a simple majority vote. 65. Initial August 2007 bylaws imposed term limits for Board members with elections by members every 5 years consistent with state statute. 12 66. Initial August 2007 bylaws gave members voting control over selection and hiring of the most important individual in a religious organization, the Imam, or clergyman, the titular head and religious leader of the congregation. 67. On September 19, 2007, as incorporators, Galal, Khan and Ali executed and filed a “Certificate of Formation.” 68. Because the September 18, 2007 IASC “Certificate of Formation” named Galal, Khan and Ali as incorporators, Connecticut statutes, like the bylaws, mandated that an organizational meeting be held to elect the Board of Directors. Conn. Gen. Stat. §33-1029(a)(2); Conn. Gen. Stats. § 33-1082. 69. Instead of holding a valid election, on December 28, 2007, the Defendant incorporators secretly and without notice to IASC members purported to amend their certificate of formation on December 28, 2007. 70. The covert December 28, 2007 “Certificate of Amendment” states that: The Board of Trustees is the Highest Authority of the Corporation an the only entity that can alter, amend or replace the Bylaws. The three founders (incorporators) permanent members of the Board Of Trustees. 71. Amending the certificate of incorporation without notice and a vote by members violated Conn. Gen. Stats. § Sec. 33-1142. 72. On December 29, 2007, the Defendant incorporators secretly and without notice amended bylaws. The December 29, 2007 amended Bylaws repeated the language of the Certificate of Amendment: The founders of the corporation, who are also the initially elected [Board of Trustees], namely, Magdy Galal, Naveed Khan and Sultan Ali, will be the Permanent Members of the BOT. 13 73. On May 18, 2009, the Defendants furtively amended again, to make absolutely clear that they were not merely permanent members but “Permanent Life Members.” 74. The purported bylaw amendments terminated the right to elect a Board and stole the members’ voice to select and hire their religious leader, who is at the heart of the organization. 75. Covert amendment of bylaws violated of Conn. Gen. Stats. § 33-1065(b). 76. There was no valid election on August 24, 2007 or on any date since then electing a Board of Trustees. 77. Instead, Galal, Naveed and Khan, as mere incorporators, illegally appointed themselves as the “Board of Trustees” or Board of Directors, asserting authority instead as annointed “founders.” 78. The Defendant incorporators have continuously and falsely held themselves out as being duly elected to the Board of Trustees of IASC and in that false capacity, have exercised complete, exclusive and unchecked control over all the affairs, facilities and operation of IASC. 79. The Defendants incorporators expelled the Plaintiffs without authority to take such action. 80. The Plaintiffs are aggrieved as IASC members, as stakeholders, as congregants, as members of the Muslim community, and as donors and financial contributors., and as congregants. 81. The Plaintiffs seek proceedings pursuant to Conn. Gen. Stats. § 33-1089 with respect to determining the validity of the election of the Board of Trustees and adjudication to decide whether the founders’ or incorporators’ claim to be members of the Board of Trustees is fraudulent or otherwise void and seek other relief equitable remedies set forth in the prayer for relief as may be just and proper. 14 COUNT 7 - FRAUD 1-62. Paragraphs 1-62 of Count 3 are incorporated by reference and hereby made paragraphs 1- 62 of this Count as if fully set forth herein. 63. The Defendants fraudulently and unfairly concealed that they determined the Plaintiffs’ IASC membership status at their whim which was changeable without regard to fairness, bylaws or moral principles, reason, explanation or justification. 64-81. Paragraphs 63-80 of Count 6 are incorporated by reference and hereby made paragraphs 64-81 of this Count. 82. The Defendants at all times represented that IASC was a nonprofit religious public charitable organization. 83. Good faith, fair dealing and IRS regulations required the filing and disclosure of bylaws upon request by the Plaintiffs and by any member of the public, imposing a duty on the Defendants to disclose the bylaws each time the Plaintiffs’ requested a copy. 84. The IASC bylaws contain terms and conditions for IASC membership which were withheld from the Plaintiffs. 85. At all times, the Defendants concealed the amended bylaws and certificate of formation from the IRS, the public and from the Plaintiffs. 86. The Defendant incorporators have continuously falsely held themselves out as being duly elected and in that false authoritative capacity, the Defendants have exercised complete, exclusive and unchecked control over all the affairs, facilities and the operation of IASC. 87. As mere incorporators who lacked authority to take such action, the Defendants expelled the Plaintiffs from IASC and its facilities without cause. 88. Galal, Khan and Ali expelled the Plaintiffs to prevent the Plaintiffs from discovering organizational information and to silence them, a further act of fraudulent concealment. 15 89. Galal, Khan and Ali admit to operating IASC as a business and to having “business expectancies,” revealing that Galal, Khan and Ali had business purposes and expectancies and counted congregants as a profitable monetary units, as if congregants constituted a customer base. 90. Galal, Khan and Ali induced the Plaintiffs to falsely believe that the Defendants operated IASC as a not-for-profit, religious public charity to serve and benefit the entire Muslim community. 91. Galal, Khan and Ali falsely solicited charitable donations from the Plaintiffs for a specific restricted purpose, to purchase land on or about June 2017. 92. Galal, Khan and Ali concealed that they were not committed to the purchase of the unique parcel of adjacent land or make reasonable attempts to purchase the land. 93. The Plaintiffs, through a representative, inquired about the disposition of the proceeds and their inquiries were met with refusal to disclose information to donors. 94. Galal, Khan and Ali have concealed the disposition of approximately two hundred fifty thousand ($250,000.00) dollars or more in restricted donations for the purchase a the adjacent parcel of land despite the Plaintiffs’ inquiries. 95. Galal, Khan and Ali individually, jointly and severally have systematically and deliberately shrouded their intentions and concealed their actions and material information from the Plaintiffs. 96. The Plaintiffs have suffered emotional distress and mental anguish and substantial economic damages, including losses of monetary payments and donations to Galal, Khan and Ali, division of and loss of their community, and incurred significant expenses to reunite and reestablish a new place of worship. They seek relief as set forth in their prayer for relief. 16 COUNT 8 - BREACH OF FIDUCIARY DUTY 1-95. Paragraphs 1-95 of Count 7 are incorporated by reference and are hereby made paragraphs 1-95 of this Count as if fully set forth herein. 96. Galal, Khan and Ali had greater knowledge, background and or experience regarding corporate governance and corporate law than the Plaintiffs. 97. Galal, Khan and Ali breached their duties as incorporators to observe corporate formalities and ensure that IASC was properly organized under the law and to hold initial elections of a Board of Trustees. 98. Galal, Khan and Ali at all times were merely incorporators but falsely held themselves out as being duly elected, legitimate members of the Board of Trustees and in that capacity, assumed the duties and responsibilities of a Board of Trustees. 99. Galal, Khan and Ali assumed positions of trust, confidence and authority as incorporators and in their assumed roles on the IASC Board of Trustees. 100. An active IASC congregation comprised of members is a necessary precondition for meeting the statutory definition of a religious organization with a purpose of “uniting for public worship” and is a condition precedent for local, state and federal tax exemptions as a church or equivalent religious organization under 26 U.S.C. 501(c)3. 101. Galal, Khan and Ali breached their fiduciary duties in that they mismanaged IASC membership and deliberately abstained from meaningful, systematic and rule oriented organizational membership activities in order to govern in any way they pleased for self-serving reasons. 102. The Defendants breached their fiduciary duty to the Plaintiffs by manipulating membership status, terminating the Plaintiffs’membership without cause and or disavowing membership retroactively, at will. 17 103. The Defendants breached their fiduciary duties in that their actions deliberately divided rather than united the Plaintiffs’ Muslim community by expelling congregants and the Plaintiffs without cause, creating chaos, strife and discord. 104. Defendants, self-proclaimed “founders,” breached their fiduciary duties by operating IASC as if it were a for-profit, privately owned, secular club, admitting individuals who pleased them and excluding others despite the fact that IASC was created for the benefit of the entire public Muslim community, including the Plaintiffs. 105. Galal, Khan and Ali breached their fiduciary duties in that they at all times unfairly concealed bylaws from the Plaintiffs in violation of 26 C.F.R. §301.6104(d)–1 f, thereby concealing regulations regarding membership, voting rights, and control of the organization despite requests for disclosure. 106. Galal, Khan and Ali in their claimed roles as the Board of Trustees had a duty to remain open for public worship, and violated that duty by closing their doors to the Plaintiffs, Muslims who wished to pray, in failing to employ a permanent, full-time suitable Imam, in failing to conduct regular religious prayers services, and expelling the Plaintiffs and fellow members of the Plaintiffs’ community from IASC, dividing the community and creating discord. 107. On November 9, 2007, the Defendant incorporators filed “Form 1023”, an application for nonprofit status, with the Internal Revenue Service (IRS) to avoid federal, local and state taxes, including local City of Waterbury real estate and personal property taxes.. 108. On December 18, 2007, the IRS sent the Defendants a letter reminding the Defendants that the IRS required that the Defendants submit all amendments of the bylaws and certificate of formation. 109. Galal, Khan and Ali filed amendments on December 28, 2007 (“Certificate of Amendment”) and the December 29, 2007 (bylaw amendment) with the Secretary of State, but 18 withheld the December 2007 amendments form the IRS despite the obligation to disclose the amendments. 110. On January 8, 2008, the IRS approved nonprofit status based on incomplete, inaccurate disclosures, so that the IRS was unaware that all power and control of IASC inured exclusively to 3 individuals. 111. Galal, Khan and Ali breached their fiduciary duties in that they deliberately persisted in concealing material information from the IRS for more than 10 years, thereby putting IASC’s nonprofit status and IASC’s solvency at risk, violating their duties as incorporators and assumed duties as the Board of Trustees. 112. Galal, Khan and Ali breached their fiduciary duties in that the concealed amendments were detrimental to members and the local Muslim community, and constituted self-dealing, as the covert amendments served only one purpose, which was to permanently usurp power and completely and exclusively control all IASC affairs, actions which inured to the benefit of the Defendants. 113. The Defendants breached their fiduciary duties by disregarding the needs and well-being of faithful IASC members and congregants in terminating the employment of a key employee, Imam Ashraf. 114. The Defendants continuously solicited charitable donations and funds, admitting to the receipt of at least five million ($5,000,000.00) dollars. 115. In breach of fiduciary duties, there were no internal or external procedures to ensure accountability, responsible financial management, provision of receipts and accounting for all payments received consisting of checks, money orders, credit card payments, and regular contributions of cash that were given directly to Galal, Khan and Ali as IASC Trustees. 19 116. In breach of their fiduciary duties, Defendants Galal, Khan and Ali and each of them individually and/or jointly at all relevant times have violated the Connecticut Solicitation of Charitable Funds Act, Conn. Gen. Stats. §21a-175 et seq., soliciting and receiving five million ($5,000,000.00) dollars in charitable donations without registering, reporting solicitation and receipt of donations to the Department of Consumer Protection, putting IASC in violation of the law. 117. The Defendants Galal, Khan and Ali breached their fiduciary duties in that they similarly solicited charitable donations within the state of Michigan without registering to solicit pursuant to Michigan Charitable Organizations and Solicitations Act, MCL 440.271 et seq. 118. The Defendants breached their fiduciary duty when they represented that they were conducting a fundraiser for purchase a specific parcel of adjacent land for expansion of the Masjid, raising approximately two hundred and fifty thousand dollars ($250,000.00) or more including donations from many Plaintiffs but refused to take reasonable and necessary steps to use the solicited funds as specified and refused to account to the Plaintiffs regarding the disposition of the proceeds. 119. The Defendants breached their fiduciary duty in that they misappropriated, converted and or retained funds for their own private purposes other than the specified purpose, without donor consent and in violation of the specific donative intent of the Plaintiffs. 120. Cumulatively, Defendants’ actions and admission of operating IASC as a business and corporate dishonesty, the Defendants have subjected IASC to potential liability for violation of the Connecticut Unfair Trade Practices Act, for potential fines, state and federal income tax liability on proceeds exceeding $5,000,000.00 and for taxes to the City of Waterbury on Masjid Al-Mustafa (95 Schraffts Dr.) and the Quran Institute (120 Schraffts Dr.) for real estate valued by the city of Waterbury at approximately $4,905,828.00 20 121. Galal, Khan and Ali have wasted IASC assets and resources on wasteful litigation to justify ultra vires actions and for the purpose of maintaining secrecy, authority and control of IASC assets, real estate and finances, and are putting IASC at risk of ongoing losses. 122. Because the Defendants have engaged in self-dealing, deception, and abused positions of trust and confidence in multiple ways as set forth herein, the Plaintiffs have suffered mental and emotional distress with risk of physical harm, economic and noneconomic damages, and seek equitable and other relief, including an accounting of IASC finances and assets, a finding that the Plaintiffs and other worshippers and expelled congregants are de facto IASC members, permanent officer and director removal of the Defendants and executive appointees who were not elected , imposition of a constructive trust, the appointment of a receiver to hold elections for a board, rescission of improper amendments, reformation of the bylaws, filing an updated and amended IASC Form 1023 application, registration as a charity with the State of Connecticut, restoration of employment of an Imam to be chosen by and to meet the needs of an Islamic congregation, an order that the Defendants jointly and severally or individually disgorge IASC funds used to pay legal fees, an finding that the Defendants are personally liable to pay real estate and all other taxes, penalties and all expenses arising out of IASC noncompliance with state, federal and local laws that may come due, imposition of exemplary damages, attorneys fees, compensatory damages for costs associated with establishing a temporary Masjid, and damages for emotional and mental distress and anguish. COUNT 9 – CONVERSION/CIVIL THEFT 1-56. Paragraphs 1-56 of the Count 1 are hereby incorporated by reference made paragraphs 1- 56 of this Count. 21 57. The Defendants held IASC out as a nonprofit charity while secretly operating it as if it were a business or a private club with discretionary membership. 58. The Defendants misled the Plaintiffs into believing they were members in order induce the Plaintiffs to provide funding in consideration of membership. 59. The Defendants represented to the Plaintiffs in June 2017 that they were soliciting and raising funds to purchase land for e