Decision

Charity Inquiry: Brighton Mosque & Muslim Community Centre

Published 22 January 2025

Applies to England and Wales

The Charity

Brighton Mosque & Muslim Community Centre (the ‘charity’) is a charitable company limited by guarantee, incorporated on 23 April 2007. It was entered onto the Register of Charities (the ‘Register’) on 27 February 2008. The charity is governed by its memorandum and articles of association dated 23 April 2007, as amended on 26 January 2008 and 26 May 2021.

The charity’s objects are the advancement of the Islamic religion in accordance with the teachings of the Holy Quran and Sunnah of the prophet Mohammed in Brighton and Hove by providing facilities for congregational prayers and educational programmes.

As part of its activities, the charity operates a mosque and a madrassah in Brighton, known locally as Dyke Road Mosque.

The charity’s entry can be found on the register of charities.

Background and Issues under Investigation

In July 2021, the Commission engaged with the charity to assess concerns after a former trustee was charged with encouraging terrorism, in a speech which he made at the charity’s premises in November 2020, contrary to section 1(2) of the Terrorism Act 2006. This individual, who had also served as the charity’s Imam before resigning in 2018, was later convicted of this offence following a trial in April 2022 and received a custodial sentence. Due to this conviction, the former trustee is automatically disqualified from serving as a trustee or senior manager of any charity in England and Wales.

The Commission’s previous interactions with the charity (which started in August 2017) had resulted in the resignation of the former trustee.

During the Commission’s engagement with the charity, the Commission became aware of a group of individuals claiming they had removed the charity’s trustees and taken over the charity’s administration, citing poor governance among other reasons.

In November 2021, the Commission met with some of the charity’s trustees and a representative of the individuals who claimed to be the charity’s new trustees. The aim of the meeting was to discuss the incident that occurred at the charity’s premises involving the former trustee and the governance of the charity in light of the dispute. The Commission identified several regulatory concerns resulting from its assessment of the charity’s administration and governance.

In May 2022, the Commission issued an Official Warning to the charity under section 75A of the Charities Act 2011 (the ‘Act’). The Commission determined that the charity’s trustees knew or ought to have known of the risk posed by the former trustee and set out actions they should take to protect the charity and its beneficiaries from abuse.

However, due to the unresolved dispute as to who was responsible for  the charity’s administration and management, the Commission was concerned  that the actions outlined in the Official Warning would not be taken by the trustees to protect the charity from further risk of harm. In addition, the Commission was made aware that the  charity’s banking provider had restricted access to its bank account due to conflicting information as to the authorised signatories to the account.

Overall, the Commission was concerned generally about the impact of the dispute on the charity’s ability to operate sustainably and for the benefit of its beneficiaries. Despite repeated advice from the Commission, the parties did not resolve the dispute.

To further investigate and use its protective and remedial powers, the Commission opened a statutory inquiry (the ‘Inquiry’) into the charity on 3 August 2022 under section 46 of the Act.

The scope of the Inquiry, in broad terms, considered:

• whether the trustees had been properly appointed and/or removed at the charity since autumn 2021, in accordance with the governing document of the charity
• whether there was an accurate and clear understanding at the charity about establishing its members, including in terms of notifying and consulting with members about all relevant events at the charity
• whether the trustees had learnt from the issues which led to the charity receiving an Official Warning from the Commission in May 2022 and were willing, and able, to further the charity’s objects in an appropriate manner
• whether the charity’s income and expenditure could be properly accounted for, since autumn 2021, as part of appropriate financial management
• whether the charity’s expenditure had been used to carry out activities that exclusively furthered a charitable purpose

Over the course of the Inquiry, the conduct of the trustees (as they were at the relevant times) was also considered.

On 28 September 2022, the Inquiry exercised the Commission’s power to appoint Mr Andrew Wilkinson of Shakespeare Martineau LLP as Interim Manager (the ‘Interim Manager’) by Order under section 76(3)(g) of the Act to the exclusion of the charity’s trustees.

Findings

The Inquiry found that the charity was poorly managed and not properly administered, at the relevant times, by its former trustees.

Appointment and removal of trustees

The Inquiry found that several trustees had not been properly appointed or removed since the dispute began at the charity around autumn 2021. Prior to the opening of the Inquiry, individuals were inconsistently added to or removed from both the Register as trustees and the Companies House Register as directors. The Companies Act 2006 defines a company director as “any person occupying the position of director, by whatever name called”. As the charity is a company, its directors are also charity trustees. Therefore, the names recorded on both the Commission’s Register and the Companies House Register ought to match. However, this was not the case, as the names recorded had been different since the start of the dispute.

In early October 2021, some of the trustees recorded on the Commission’s records (at that time) held an emergency meeting and resolved to immediately remove Dr Karim Aboutayab (‘Dr Aboutayab’) and another trustee for allegedly failing to discharge their legal duties and responsibilities. Dr Aboutayab and the other trustee were asked to return all the charity’s assets and refrain from entering the management office. The Inquiry found that the process set out in the charity’s governing document for removing trustees was not followed. Additionally, Dr Aboutayab and the other trustee were not given the opportunity to make representations as required by the governing document.

Towards the latter part of October 2021, some of the trustees called a general meeting to dissolve the existing trustee board and replace it with a new trustee board. The charity’s governing document specifies minimum notice requirements for holding general meetings. The Inquiry found that these provisions were not followed, rendering any decisions taken invalid. Despite this, the other party to the dispute asserted that the October 2021 meeting, which they claimed appointed them as trustees, gave them the authority to act. Consequently, these individuals, who were recorded on the Companies House register as the charity’s trustees, took physical control of the charity’s premises and activities from October 2021 until the appointment of the Interim Manager.

Failure to follow the procedures in accordance with the charity’s governing document exacerbated the ongoing dispute at the charity, leading to a breakdown in governance and disruption of the charity’s administration. This breakdown necessitated the Commission’s intervention to restore proper governance and ensure the charity’s adherence to its governing document. The appointment of an Interim Manager and subsequent regulatory actions were crucial steps in getting the charity back on track, safeguarding its assets, and establishing a stable and effective governance structure for the benefit of its beneficiaries.

The charity’s members

The charity’s governing document requires a membership and sets out when the members should be involved in making decisions. The charity’s members are separate from its trustees; however, trustees can be members too. The charity’s trustees are required to keep a register of names and addresses of the members.

The Inquiry found that there was no accurate and clear understanding of the charity’s membership. During a meeting with the Commission, the parties to the dispute offered differing accounts of the charity’s membership; one side claimed there were 110 members, while the other side asserted there were approximately 200 members.

As part of his appointment, the Interim Manager took significant steps to develop an accurate and clear understanding of the charity’s membership. The Inquiry reviewed a draft register of members, which will be confirmed by the new trustees in due course. This will enable clarity for any future general meetings requiring the members’ involvement, in line with the charity’s governing document.

Failure to take rectification action and resolve a dispute

As set out above, in May 2022, the Commission issued the charity with an Official Warning following a former trustee giving a speech on the charity’s premises that encouraged violent jihad. This speech was delivered after evening prayers where approximately 50 people were present, including at least one trustee, children and young adults. The trustee present did not intervene or attempt to minimise the impact of the content of the speech.

By their own admissions to the Commission, the trustees knew or ought to have known from previous issues that the former trustee presented a risk to the charity. Despite this, the trustees failed to ensure that adequate processes and procedures were in place to protect the charity and its beneficiaries from abuse. This failure by the trustees resulted in the charity being abused to facilitate a terrorism offence and is misconduct and/or mismanagement. The Official Warning required a number of actions to be taken to safeguard the charity’s beneficiaries from abuse.

However, the unresolved dispute meant it was unclear who the trustees were and thus who was responsible for taking the actions as set out in the Official Warning, which were required to keep the charity’s beneficiaries safe. The Commission found that the parties to the dispute focused on taking control from one another rather than settling their differences and acting in the best interests of the charity. The uncertainty about who was in control of the charity, and the failure to settle the dispute, led to an unacceptable level of risk of harm reoccurring, leading the Commission to intervene and appoint an Interim Manager.

The inability of the parties to take appropriate steps to resolve their differences in the best interests of the charity adversely impacted the charity; this amounts to misconduct and/or mismanagement in the administration of the charity.

Lack of appropriate financial management at the charity

The Inquiry found that there was a disregard for and/or lack of understanding of the importance of proper management and accountability in respect of the charity’s funds.

At the point the Inquiry was opened, the charity was experiencing significant financial management issues. In December 2021, the dispute at the charity had resulted in a  trustee erroneously facilitating the freezing of over £121,000 of charitable funds held in the charity’s bank account. This meant that the donors’ expectations that these funds would be expended in furtherance of the charity’s objects were not being met. This led to the charity being unable to conduct its financial management to the full extent via its bank account, and therefore, a number of income and expenditure transactions had to be completed by the use of cash.

Following his appointment, the Interim Manager took control of the charity’s bank account and was able to regularise the charity’s financial management. This included, amongst other things, arranging for the deposit at the bank of charitable funds in cash totalling over £17,000, as well as payment of the charity’s expenditure and salaries.

The charity’s Annual Returns, Trustee Annual Reports and accounts (‘annual accounting documents’) for the financial years ending 30 April 2018, 30 April 2019, 30 April 2020, and 30 April 2021 were filed late between a range of 6 days and 42 days

Failing to ensure the charity’s annual accounting documents are filed on time with the Commission (within 10 months from the end of the financial year) is a breach of the trustees’ statutory duties and is misconduct and/or mismanagement in the administration of the charity. It may also be a criminal offence under section 173 of the Act.

Trustees have joint and several liability, so all the trustees are responsible for filing the annual accounting documents. In addition, the trustees also failed to comply with the charity’s governing document which expressly requires the trustees to prepare and transmit the charity’s annual accounting documents to the Commission in accordance with their statutory duties. The failure to comply with the governing document constitutes a breach of trust and/or duty and is evidence of misconduct and/or mismanagement in the administration of the charity.

Application of charitable funds

In August 2023, the Interim Manager submitted the charity’s accounts, and other accounting information, to cover the period from 1 May 2021 to 30 October 2022. The independent examination of the accounts did not note any material matters but did highlight a lapse in the keeping of accounting records by the former trustees.

Whilst the charity’s financial management fell below the standard that the Commission expects of trustees, the Inquiry saw no evidence that the charity’s funds had been misapplied.

The conduct of the trustees

The Inquiry found that the conduct of the former trustees fell below the standard that the Commission expects of trustees and that there had been misconduct and/or mismanagement in the administration of the charity.

The Inquiry is also critical of those individuals who took control of the charity and exacerbated the dispute, along with the former trustees, in failing to settle their differences and act in the best interests of the charity.

The former trustees were collectively responsible for governing the charity. However, the Inquiry found that Dr Aboutayab bore greater culpability for misconduct and/or mismanagement which was identified in the administration of the charity. This included:

• failing to properly resolve the dispute within the charity and act in its best interests. Dr Aboutayab adopted an inflammatory and denigrating tone towards other parties involved in the dispute, which contributed to its escalation
• exposing the charity’s property to undue risk
• failing to file on time the charity’s annual accounting documents
• impairing the charity’s financial management by erroneously arranging for its bank account to be frozen
• failing to protect the charity’s reputation

Being a trustee is a position of trust, where beneficiaries, donors, and the public rely on individuals to fulfil their legal duties. Consequently, the Commission considered Dr Aboutayab’s misconduct and/or mismanagement made him unfit to act as a charity trustee or trustee for a charity generally.

Whilst Dr Aboutayab was not solely responsible for some of the aforementioned misconduct and/or mismanagement, the Inquiry found his culpability to be higher than that of the others. This higher culpability led the Inquiry to take action to disqualify Dr Aboutayab for a set period – see ‘Regulatory Action Taken’ for more information.

Conclusions

Trustees play a crucial role in the governance of charities and are required to use their skills, knowledge, and experience to run their charity well and in its best interests. This was far from the case after the dispute started at the charity. The former trustees and other involved parties did not act on the Commission’s advice nor take reasonable steps to resolve their dispute and thereby placed the charity and its assets at risk of undue harm.

The Commission concluded that the charity was poorly managed, and there was misconduct and/or mismanagement in the administration of it. The Commission’s intervention and the appointment of the Interim Manager were necessary to restore proper governance and administration to the charity.

A new board of trustees have been appointed to run the charity, which the Interim Manager identified after a full and thorough recruitment exercise.

Regulatory Action Taken

During the Inquiry information was exchanged with other public authorities under section 54 to 56 of the Act.

Interim Manager

On 28 September 2022, Mr Andrew Wilkinson of Shakespeare Martineau LLP was appointed as Interim Manager of the charity by Order under section 76(3)(g) of the Act, to the exclusion of the trustees. The scope of the Interim Manager’s appointment included:

• taking charge of the management and operation of the charity
• taking immediate control of the charity’s property, including its funds
• running a recruitment exercise to identify a new board of trustees
• preparing and submitting the charity’s accounts, Trustee Annual Report, and Annual Return for the financial year end 30 October 2022

Key actions taken by the Interim Manager during their appointment, amongst other things, included:

• reviewing the charity’s governance and financial position by examining relevant documents and  issues dating back to 2017
• securing the charity’s assets, including its bank account and approximately £17,330 in cash
• ensuring that the charity’s day to day activities were conducted appropriately over the term of his appointment
• identifying and resolving tenancy, trading and employment related issues associated with the charity
• drafting proposed new articles of association for consideration by the charity’s members and new trustees
• identifying five new trustees following an appropriate recruitment exercise and providing them with appropriate training
• preparing and submitting the charity’s accounts, Trustee Annual Report, and annual return for the financial year ending 30 October 2022

On 18 August 2023, the Inquiry exercised the Commission’s regulatory powers and made an Order under section 76(3)(b) of the Act to appoint five new trustees, whose names were entered onto the charity’s Register entry.

The cost of the Interim Manager’s appointment, totalling £73,099.18 (inclusive of VAT and disbursements), was met from the charity’s funds.

Having completed the scope of their appointment, the Interim Manager was discharged on 22 December 2023 by an Order made under section 337(6) of the Act.

Disqualification of Dr Aboutayab

On 29 December 2023, the Inquiry gave formal notification of its intention to disqualify Dr Aboutayab, one of the former trustees, under section 181A of the Act. The proposed disqualification would prevent Dr Aboutayab from being a charity trustee or trustee for a charity and holding an office or employment with senior management functions in any charity in England and Wales throughout the period of their disqualification.

Written representations were made by Dr Aboutayab between January 2024 and March 2024. He also made further representations orally  on 27 February 2024. These representations were considered by an independent reviewer as part of the Commission’s decision review procedure. The outcome of the decision review on 24 May 2024 concluded that the disqualification of Dr Aboutayab was lawful, reasonable and proportionate and that the decision represented the final decision of the Commission.

On 10 July 2024, an Order to disqualify Dr Aboutayab took effect. Dr Aboutayab was disqualified for a period of 4 years and 6 months. In accordance with its obligations under section 182 of the Act, Dr Aboutayab’s name has been entered onto the Register of Removed Trustees.

Automatic disqualification of convicted former trustee

As set out above, under section 178 of the Act, the former trustee was convicted of encouraging terrorism and is automatically disqualified from serving as a trustee or senior manager of any charity (whether registered with the Commission or not) in England and Wales.

Issues for the wider sector

The purpose of this section is to highlight the broader issues arising from the Commission’s assessment of the issues raised publicly that may have relevance for other charities. It is not intended as further comment on the charity in addition to the findings and conclusions set out in the earlier sections of this report but is included because of their wider applicability and interest to the charity sector.

Governance

Trustees are representatives of the charity they govern or the charitable funds they are responsible for, in the charity sector. Trustees must be aware of and act in accordance with their legal duties. The conduct of trustees can be a key driver of public trust and confidence in the charity sector. When the conduct of trustees falls below the standards expected there can be damage to the reputation of individual trustees, the charity and possibly the wider charity sector.

All charities should have appropriately tailored internal policy documents which address the specific risks associated with the kind of activities that are undertaken. A failure to implement internal policies (and follow them) can put assets, beneficiaries, and a charity’s reputation at risk.

Terrorism and safeguarding

Trustees are custodians of their charities. They are publicly accountable and have a responsibility and duty of care to their charity which will include taking the necessary steps to safeguard their charity and its beneficiaries from harm of all kinds, including from terrorist abuse.

Trustees must therefore not engage in, or otherwise allow, conduct or activities which would lead a reasonable member of the public to conclude or infer that the charity or its trustees are associated with or otherwise support a proscribed organisation or terrorism generally. This includes allowing a charity’s premises to be used to facilitate or commit terrorist or other criminal offences.

Links between a charity and terrorist activity corrode public confidence in the integrity of charity. Links include, but are not limited to, fundraising, financial support or provision of facilities and formal or informal links to proscribed organisations or support of them.

Trustees must act responsibly, reasonably, honestly, and in the best interests of their charity.

In consequence it is essential that charities engaged with children or vulnerable people (a) have adequate safeguarding policies and procedures which reflect both the law and best practice in this area, (b) ensure that trustees know what their responsibilities are and (c) ensure that these policies are fully implemented and followed at all times.

Trustees must therefore regularly review the steps that are taken to provide them with assurance on the fitness for purpose of their policies and the extent of compliance in the charity’s practice with those policies. Any failure by trustees to safeguard children or vulnerable adults and to manage risks to them adequately would be of serious regulatory concern to the Commission and it may consider this to be misconduct and/ or mismanagement, or both, in the administration of the charity.

Charity trustees, employees, officers, agents or any other interested parties should cooperate with the Commission’s inquiry as requested. Obstruction of its investigation, for instance, by refusal or delay in providing information without good reason, or a lack of full and frank disclosure, may in itself be evidence of mismanagement in the administration of a charity.

It’s your responsibility to show that you’ve complied with the Commission’s requests: rather than for the Commission to prove you have not. So, if partial, inadequate or no responses at all are received, the Commission may have to conclude that you haven’t discharged your legal duties and/or use it as evidence of your collective failure, incapacity or unwillingness to do so.

The courts have made clear that they expect charity trustees to cooperate with the Commission irrespective of whether it uses its legal powers to request information.