2015 IL App (1st) 150460 

SIXTH DIVISION

September 25, 2015 

No. 1-15-0460 

IN THE

APPELLATE COURT OF ILLINOIS

FIRST JUDICIAL DISTRICT

ESKHIRIA GILYANA and MALKO ODISHOO, 

 Plaintiffs-Appellants, 

 v. 

ASSYRIAN AMERICAN ASSOCIATION OF CHICAGO, 

 Defendant-Appellee. 

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Appeal from the 

Circuit Court 

of Cook County. 

No. 14 CH 14916 

Honorable 

Rita M. Novak, 

Judge Presiding. 

 JUSTICE DELORT delivered the judgment of the court, with opinion. 

 Justices Connors and Harris concurred in the judgment and opinion. 

OPINION

¶ 1 Plaintiffs Eskhiria Gilyana and Malko Odishoo filed a five-count amended complaint 

seeking various forms of relief against defendant Assyrian American Association of Chicago 

(AAAC). In essence, the sprawling 176-paragraph amended complaint alleged that the AAAC 

improperly denied Gilyana and Odishoo membership or particular positions in the AAAC. The 

AAAC moved to dismiss the amended complaint pursuant to both sections 2-615 and 2-619 of 

the Code of Civil Procedure (Code) (735 ILCS 5/2-615, 2-619 (West 2014)). The motion 

basically argued that Illinois law does not recognize a legal claim regarding membership in a 

private organization. The trial court granted the motion and dismissed the amended complaint 

with prejudice. The written order specifies that the dismissal was pursuant to section 2-615. 
No. 1-15-0460 

2 

Plaintiffs opted to rest on their amended complaint and appeal rather than file a second amended 

complaint.

¶ 2 Count 1 of the amended complaint sought injunctive relief to reinstate Gilyana as an 

AAAC member. Count 2 sought injunctive relief to reinstate Odishoo as a committee chairman 

and ex officio member of the Executive Committee. Count 3 sought injunctive relief to delay 

elections of AAAC officers until certain unnamed individuals were permitted to join the AAAC 

as new members, who would presumably side with Odishoo and Gilyana with respect to internal 

AAAC disputes. Count 4, labeled “Breach of Contract,” alleges that by paying dues, both 

plaintiffs entered into contracts with AAAC which AAAC breached when it removed plaintiffs 

from their respective positions. Count 5 alleges that the AAAC violated plaintiffs’ rights to “due 

process.” Copies of the AAAC constitution and bylaws are attached to the complaint as exhibits.

¶ 3 On appeal, plaintiffs argue that the trial court erred in dismissing the amended complaint 

pursuant to section 2-615 of the Code. “A section 2-615 motion to dismiss [citation] challenges 

the legal sufficiency of a complaint based on defects apparent on its face.” Marshall v. Burger 

King Corp., 222 Ill. 2d 422, 429 (2006). “In reviewing the sufficiency of a complaint, we accept 

as true all well-pleaded facts and all reasonable inferences that may be drawn from those facts,” 

and we “construe the allegations in the complaint in the light most favorable to the plaintiff.” Id. 

Illinois is a fact-pleading jurisdiction, and a plaintiff must allege facts sufficient to bring a claim 

within a legally recognized cause of action. Id. at 429-30. However, “a cause of action should 

not be dismissed pursuant to section 2-615 unless it is clearly apparent that no set of facts can be 

proved that would entitle the plaintiff to recovery.” Id. at 429. We review an order granting or 

denying a section 2-615 motion de novo. Id. This court can also consider the exhibits attached 
No. 1-15-0460 

3 

to the complaint when reviewing the propriety of a section 2-615 dismissal. Cowper v. Nyberg, 

2015 IL 117811, ¶ 12. 

¶ 4 The amended complaint sets forth a sordid history of long-standing and ongoing disputes 

between the parties over plaintiffs’ influence and involvement in the AAAC. Much of the 

complaint consists of legal arguments and citations, laudatory references to plaintiffs, and 

negative characterizations of defendant’s officers rather than allegations of relevant material 

facts. Ignoring these extraneous and unnecessary allegations, we can extract the salient facts 

relevant to our review. 

¶ 5 Gilyana claims that he was an AAAC member since 2006, but expelled from AAAC 

membership in 2014. The expulsion letter states that the AAAC was invoking a bylaw which 

prohibits convicted felons from AAAC membership.1

 Gilyana concedes his conviction, but 

asserts that enforcing the rule was improper because the AAAC knew he was a convicted felon 

when he was first admitted to membership but belatedly enforced it later. In essence, he claims 

that the rule was merely a pretext for the real reason behind his expulsion, which was his 

challenge to the procedures used to select a new AAAC vice president, a challenge which was 

unpopular with AAAC leadership. He alleges that he was entitled to a hearing under the AAAC 

bylaws and constitution before being expelled. 

¶ 6 Odishoo’s complaint is slightly different. He alleges he was a member of the AAAC 

since 2011, and served as the Membership Chairman, which entitled him to an ex officio seat on 

 

1

Gilyana was convicted of solicitation of murder for hire in 1994 and sentenced to 20 

years’ imprisonment. See generally People v. Gilyana, No. 1-95-0569 (1996) (unpublished order 

under Supreme Court Rule 23); United States ex rel. Gilyana v. Sternes, 180 F. Supp. 2d 978 

(N.D. Ill. 2001) (denying Gilyana’s habeas corpus petition).
No. 1-15-0460 

4 

the Executive Committee.2 He states that he engaged in an ongoing effort to recruit new 

members and encourage former members to return. He also pointed out that various members of 

the Executive Committee were potentially disqualified from further service because they had 

missed three or more consecutive meetings, and suggested that the AAAC leadership was 

insufficiently aggressive in collecting back dues from delinquent members. He also alleges that 

the AAAC’s new vice president, Edward Nadersha, was appointed by fiat rather than by special 

election as required by the AAAC bylaws and constitution. Odishoo alleges that he was expelled 

from his positions in retaliation for these complaints without a hearing as required by the bylaws.

¶ 7 Our supreme court has cautioned against courts becoming embroiled in disputes over 

membership in private organizations. Over a hundred years ago, the court held: 

“The courts have frequently been called upon to restrain voluntary 

associations, such as churches, lodges of various kinds, boards of 

trade, and the like, from expelling members for an alleged 

violation of some rule or regulation of the association, and in such 

cases this court has uniformly refused to sanction the practice of 

calling on a court of equity to adjust disputes arising between such 

associations and its members ***. Courts will not interfere to 

control the enforcement of by-laws of such associations, but they 

will be left free to enforce their own rules and regulations by such 

means and with such penalties as they may see proper to adopt for 

 

2

The AAAC Executive Committee consists of 22 members: 6 elected officers, 3 elected 

directors, 3 directors appointed by the president, and 10 committee chairs serving ex officio. The 

president appoints all the committee chairs. Accordingly, the president and his appointees 

control the board by a 13-9 margin. 
No. 1-15-0460 

5 

their government.” (Emphasis added.) Engel v. Walsh, 258 Ill. 98, 

103 (1913). 

¶ 8 In recent years, our supreme court has cited Engel favorably and reaffirmed the vitality of 

its central holding. See, e.g., American Federation of Technical Engineers, Local 144 v. La 

Jeunesse, 63 Ill. 2d 263, 268 (1976); Poris v. Lake Holiday Property Owners Ass’n, 2013 IL 

113907, ¶ 31. 

¶ 9 That court has similarly rejected claims that private organizations must follow their own 

internal rules with exacting punctiliousness, or with protections similar to those which the 

constitution grants to criminal defendants. The court has stated that “strict adherence to judicial 

standards of due process would be arduous and might seriously impair the disciplinary 

proceedings of voluntary associations.” Van Daele v. Vinci, 51 Ill. 2d 389, 394 (1972). Our 

supreme court’s rejection of a due process analysis in this context is undoubtedly grounded in the 

fact that due process is a legal doctrine which primarily applies to the action of governmental, 

not private, bodies. This court has stated that “ ‘courts will not undertake to inquire into the 

regularity of the procedure adopted and pursued by such tribunals in reaching their 

conclusions.’ ” Robinson v. Illinois High School Ass’n, 45 Ill. App. 2d 277, 284 (1963) (quoting 

4 Am. Jur. Associations & Clubs § 17, at 466 (1936)). 

¶ 10 The Engel court further noted that in “voluntary associations, each person, on becoming a 

member, either by express stipulation or by implication, agrees to abide by all rules and 

regulations adopted by the organization.” Engel, 258 Ill. at 103. These would include the 

organization’s right to resolve membership disputes internally and without judicial review. Id. 

This court has explained that doctrine, stating: 
No. 1-15-0460 

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“Courts are not to be regarded as a sanctuary from all the problems 

and vicissitudes of modern life. They are ill-equipped, 

intellectually and otherwise, to override and second-guess the 

decisions of administrators who live and work with their particular 

areas on a daily basis. Courts must approach hardships of the type 

seen in the instant case with great caution and with a decent respect 

for the integrity of the organization with which they are dealing.” 

Proulx v. Illinois High School Ass’n, 125 Ill. App. 3d 781, 787-88 

(1984). 

¶ 11 Notwithstanding these holdings, the bright-line rule of Engel has evolved over time and 

become a bit less strict. Some cases have established narrow exceptions under which a court can 

consider membership disputes if: (1) the expelled member might suffer a financial loss or 

“economic necessity” is at stake (internal quotation marks omitted) (Van Daele, 51 Ill. 2d at 

394); (2) the organization violated its own internal rules (Finn v. Beverly Country Club, 289 Ill. 

App. 3d 565, 568 (1997)); or (3) in cases of “mistake, fraud, collusion or arbitrariness” (id.). 

¶ 12 The plaintiffs rely strongly on the second and third exceptions. However, we are required 

to follow precedents established by our supreme court and are not required to follow those of any 

lower courts. O’Casek v. Children’s Home & Aid Society of Illinois, 229 Ill. 2d 421, 440, 892 

N.E.2d 994, 1006 (2008). We note that our supreme court has not itself adopted any exceptions 

to the bright-line rule of Engel, but for the “financial loss or economic necessity” exception in 

Van Daele. In fact, as recently as 2013, our supreme court reaffirmed Engel, even long after 

cases such as Finn suggested that an aggrieved member might have a judicial remedy for a 

violation of internal association rules or in cases of “mistake, fraud, collusion or arbitrariness.” 
No. 1-15-0460 

7 

Poris v. Lake Holiday Property Owners Ass’n, 2013 IL 113907, ¶ 31 (cursorily noting Finn in 

dicta). Broad, open-ended exceptions such as those in Finn are almost impossible to reconcile 

with Engel because they are exceptions that can easily swallow up the rule. In light of our 

supreme court’s reluctance to adopt these “exceptions” and apply them to grant relief to a party 

in any reported case, we will construe them narrowly and not treat them as binding upon us. 

¶ 13 There is no allegation that the plaintiffs have lost money due to their exclusion from 

AAAC. We thus turn to the second exception. The gist of plaintiffs’ complaint is that the 

AAAC violated its own constitution and bylaws by removing plaintiffs from their respective 

positions. Accordingly, we will not summarily affirm merely because of the Engel abstention 

rule. Instead, we will examine both plaintiffs’ claims not only in light of Engel and its progeny, 

but also in light of the applicable AAAC rules. However, even this review does not rescue the 

plaintiffs.

¶ 14 We first note that the constitution contains a preamble stating that it is only a “basic guide 

for the activities and business before the organization.” Similarly, the bylaws state that they are 

merely a “structural diagram and guide for internal operations.” Gilyana suggests that the 

AAAC breached a contract with him by violating the constitution and bylaws. He relies on 

authorities such as Local 165, International Brotherhood of Electric Workers, AFL-CIO v. 

Bradley, 149 Ill. App. 3d 193, 202 (1986), in which the court stated that the “bylaws and 

constitutions of unincorporated associations and unions” were contracts. The Local 165 court 

limited its contract characterization, however, noting that these documents “have been 

historically regarded as unique.” Id. Additionally, the actual words of the AAAC documents 

undermine any possible contract claim. The “guide” language suggests that the AAAC rules are 

more flexible than a standard binding contract. As the AAAC points out, article 1, section E(5) 
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of the AAAC bylaws states that an expelled member such as Gilyana can appeal his expulsion to 

the Executive Committee, which must then set the expulsion before a “General Body meeting.” 

The General Body can reinstate the expelled member by a two-thirds vote of the members 

present. The amended complaint does not allege that Gilyana ever requested or availed himself 

of this necessary step of the appeal process. The expulsion letter, which is also an exhibit to the 

complaint, clearly states: “The Executive Committee will reconsider this decision if you feel 

that it was made in error.” Therefore, even taking the allegations in the amended complaint as 

true, including his allegations that he did not receive “any” hearing, Gilyana does not 

demonstrate that he exhausted his internal remedies. That being the case, he cannot seek judicial 

relief under the “violation of internal rules” exception. 

¶ 15 Even so, it is difficult to see how he would have been successful in reinstating his 

membership, because of his disqualifying felony conviction. We acknowledge his argument that 

the AAAC is estopped from belatedly enforcing the disqualification rule, but when and how 

strictly to enforce that rule is a matter properly within the discretion of the AAAC and immune 

from judicial review. See Robinson v. Illinois High School Ass’n, 45 Ill. App. 2d 277, 284

(1963) (noting that it has been held that courts will not “inquire into the regularity of the 

procedure adopted and pursued by such tribunals in reaching their conclusions” (internal 

quotation marks omitted)).

¶ 16 The third exception does not provide Gilyana with an avenue of relief. Looking at the 

first of the four elements of this exception, it is clear that his expulsion was not a “mistake”. 

After all, he concedes he is a convicted felon. Similarly, he alleges no false statement by the 

AAAC or one of its officers, which is a necessary element for a fraud claim under Illinois law. 

Doe v. Dilling, 228 Ill. 2d 324, 342 (2008); . Collusion is a legal term describing a defense 
No. 1-15-0460 

9 

created when two or more persons to conspire to defraud a court or a third party (usually an 

insurance company), and nothing of the sort is alleged here. See, e.g., Dubina v. Mesirow Realty 

Development, Inc., 197 Ill. 2d 185, 196-203 (2001). And he does not claim that the AAAC acted 

arbitrarily by allowing some other convicted felon to remain as a member, but not him.

¶ 17 Odishoo’s claim similarly fails. Article II, section E(C) of the bylaws provides that the 

AAAC president may “suspend any appointed chairman for cause based on the actual facts of the 

cause and appoint a more active member to perform the duties of the suspended chairman.” 

Essentially, the chairmen serve at the pleasure of the president. The bylaws do not define 

“cause,” so whether cause exists is a matter properly reposed in the discretion of the president 

and likewise protected from judicial review. See Robinson, 45 Ill. App. 2d at 284. 

¶ 18 Accordingly, the trial court properly dismissed the case pursuant to section 2-615 of the 

Code for failure to state a valid claim under Illinois law.

¶ 19 Affirmed.