In a fight to keep their building open and preserve their synagogue on Taylor Road, members of Oheb Zedek-Taylor Road Synagogue have sued Oheb Zedek-Cedar Sinai Synagogue’s board of trustees and three of its own board members: president Jerry Schmelzer, treasurer Steven Hirschfeld and Barbara Seltzer, who’s done bookkeeping for Oheb Zedek-Taylor Road Synagogue.
The lawsuit aims to keep the building at 1970 S. Taylor Road open, and contends that per synagogue bylaws, the board terms of Schmelzer, Hirschfeld and Seltzer expired on June 30, 2012, and their current status as such is void because no elections for a new board have been held.
Schmelzer and Hirschfeld also sit on Oheb Zedek-Cedar Sinai’s board, said Oheb Zedek-Cedar Sinai president Stuart Muszynski.
Oheb Zedek-Taylor Road reached a consolidation and contribution agreement with Cedar Sinai Synagogue in Lyndhurst on July 1, 2012, but things came to a head when the suit was filed in November. The agreement brought more than 60 families to Cedar Sinai Synagogue from Taylor Road Synagogue, while the contribution agreement brought $400,000 from Taylor Road Synagogue into the consolidated shul, according to Schmelzer.
Part of the agreement also designated 12 seats on Oheb Zedek-Cedar Sinai’s 24-person board as “Taylor Road seats,” Muszynski said.
“We disagree that (the agreement) ever happened in an appropriately and legally recognizable way,” said Eric Zagrans of The Zagrans Law Firm in Elyria, who represents the plaintiffs with Fred Schwartz of Schwartz Law Firm in Cleveland Heights. “I don’t think you can point to one event or one moment in time as the straw that broke anyone’s back.”
If the agreement were to be ruled illegal, the $400,000 contribution would be returned to Oheb Zedek-Taylor Road, Schwartz said.
Lionel Weber, one of the members who are suing, said the Oheb Zedek-Taylor Road board members listed in the suit are “basically trying to close Taylor Road Synagogue.”
Weber, an Oheb Zedek-Taylor Road member since 2001 and Shaker Heights resident, was referring to a Nov. 25, 2012 meeting where members of Oheb Zedek-Taylor Road and its board met to discuss two issues.
All about the issues
According to Zagrans, the plaintiffs were told to not meet Nov. 25 in a directive, which Weber said came from the Cleveland Beth Din. A beth din is a court of Jewish religious law organized by a community with a sufficient number of Jews and a sufficient number of disputes to settle.
The meeting went ahead nevertheless.
On Nov. 25, members voted to approve the completion of paperwork for the Oheb Zedek Foundation, a charitable organization funded by Oheb Zedek-Taylor Road assets that would perpetuate the memory of Oheb Zedek, Schmelzer said.
Members also discussed the future of the Taylor Road location, ultimately voting to close the building.
The issue was “how long we could continue to utilize that building with the funds we had available,” said Schmelzer, who is a member of the Cleveland Jewish News Board of Directors.
“That building was built for a 1,500-member congregation. At the time, the paid membership was less than 50 and the attendance at minyans (quorum of 10) was just barely a quorum, but out of that quorum, a number of those people, maybe half, were not members.”
At an earlier meeting, Schmelzer said he told members that yearly operating costs totaled $130,000, including salaries, building maintenance, utilities and other expenses.
“The nature of those arguments, those are fine and those are to be discussed,” Weber said. “But the fact is, what was done and the way it was done was illegal, so those are moot points.”
Harry Brown, who’s representing Schmelzer, Hirschfeld and Seltzer with his Cleveland firm Benesch Attorneys at Law colleague Gregory Lucht, said the plaintiffs’ disagreement with the decision to close the building was clear, but said they have been unclear what their lawsuit specifically alleges.
“When we received the very first invitation to appear before the beth din in Cleveland, I sent a letter to the secretary (of the beth din) saying, ‘Please have the claimants advise what their complaint is,’” Brown said. “The response to that was a handwritten note stating (the claimants) don’t need to specify the basis for their complaint.”
As a result of both issues passing by membership vote, a third vote was held to provide an “equitable disengagement” for the remaining shul employees, including Rabbi Avraham Bensoussan and Sexton Shlomo Stern.
Brown stressed that wasn’t one of the original issues the board intended on putting to a vote.
“Had the commitment to close the building not been passed, then disengagement from the employees would not have been brought up as an issue,” he said.
Zagrans said his clients “have been anxious to avoid having a legal fight over this, but they became convinced that this was the only way that they were going to get listened to once it was apparent that the people who called the Nov. 25 meeting weren’t listening to other things.”
Because of the lawsuit, all of the board’s decisions are temporarily on hold and Oheb Zedek-Taylor Road continues to pay salaries, maintenance and utilities with its remaining assets.
Hirschfeld, Oheb Zedek-Taylor Road’s treasurer, said depending on market conditions – because some of the shul’s assets are invested – the endowment as of Jan. 9 was between $600,000 and $700,000.
Schmelzer said he told members the building would stay open “as long as it was financially responsible to do so,” and said he offered the members who wished to stay in that location the opportunity to pay their yearly dues at a synagogue within walking distance for each member.
No one responded to the offers, Schmelzer said.
The Beth Din of America in New York will hear the case, which all parties agreed to after the defendants declined to let Cleveland’s beth din hear the case.
Under U.S. law, any beth din is an arbitration panel, which means all parties involved in a dispute must agree to the meeting.
“We’ll go wherever,” Zagrans said. “We’re not the ones picking and choosing who the tribunal should be.”
Zagrans declined to say whether his clients are seeking monetary damages.
After the defendants declined to settle in Cleveland’s beth din, all parties held a pre-trial in Cuyahoga County Common Pleas Court, presided over by Judge Richard McMonagle. He said he felt “it might be better to have a more neutral judiciary that looks at (the case) than a local one because there’s always pushback from somebody.”
Despite its name, the Beth Din of America is not a national organization.
“The one that calls itself the Beth-Din of America is just a local New York Jewish court that is known, it’s recognized and it’s well-organized,” Zagrans said.
The suit hasn’t yet been presented to the Beth-Din of America and neither Zagrans nor Brown said they had a time frame for when the suit would be presented or how long it would take to resolve.
The Beth Din of America also is expected to rule on a naming rights issue.
Muszynski, president of Oheb Zedek-Cedar Sinai, contends Oheb Zedek-Taylor Road no longer has a right to the “Oheb Zedek” portion of its name after Oheb Zedek-Taylor Road and Cedar Sinai Synagogue reached their contribution agreement.
“As part of that (agreement), our understanding was that the Oheb Zedek name would only remain with Oheb Zedek-Cedar Sinai synagogue,” Muszynski said.
The plaintiffs claim they still have naming rights to “Oheb Zedek.”
By the numbers
The exact number of Oheb Zedek-Taylor Road members involved in the suit is unclear, but Zagrans said he has “shared with the lawyers for (Oheb Zedek-Cedar Sinai Synagogue) that there are five or six people who, to date, have been willing to be identified as plaintiffs.”
Zagrans said there are more people who are supportive of the shul’s efforts.
Weber said he knows of about 30 affidavits from members that, while “irrelevant” to the lawsuit, support the synagogue continuing.
Weber is being “disingenuous,” Schmelzer said.
“I don’t know where the number ‘30’ is coming from,” he said. “I would question it. We’ve been trying to find out who the members of the suit are, but (the plaintiffs) are refusing to give us the names. I would guess that it’s a lot less than they’re saying.”
Instead, Schmelzer said he and Brown received “a list of people who had made small donations” to the synagogue, but not a list of paid members. “I think that’s telling in itself,” he said.
Rabbi Bensoussan said there are about 50 to 55 families. “We had a very nice crowd for the High Holy Days. ...The majority of the people who come every day are really the same people, but we always have people coming from around Cleveland Heights. We do have a minyan every day. It’s consistent.”
Regardless of the number of members involved in the suit, Weber said the goal is for the members – not the board – to gain control over Oheb Zedek-Taylor Road’s assets and keep the synagogue open as long as possible.
“I’m not quite sure what the purpose of the (Oheb Zedek) foundation agreement was and how it was to be handled,” Weber said. “Basically, you have this transference of power where you have this old Taylor Road board whose term expires, transfer over to Cedar Sinai and becomes that board, and they say, ‘We’ll set up a foundation transfer over the assets.’ Effectively, it’s the same thing – if they’re in control of the assets, it’s under control of Cedar Sinai. … You can say, ‘Yeah, they’re talking about this foundation,’ but at the end of the day, what is it? That’s the real question.”
Weber and other congregants held an informal meeting to appoint new officers and Weber was appointed co-president, though he acknowledged his position wasn’t official.
Schmelzer felt differently about who had rights to the shul’s assets.
“The money we got to build the building in the late ’40s and early ’50s came from the blood, sweat and tears of the women and the men who worked the bingo games, the donor dinners, Purim parties, donations from aliyahs, all of these things,” Schmelzer said. “My mother was very active. She’d go into the kitchen with a bunch of other ladies and cook meals for 500 people for these dinners. They’d make $2 or $3 a head on these things.”
Stuck in the middle
Even though Oheb Zedek-Cedar Sinai’s board of trustees didn’t play a direct part in the vote to close the Taylor Road building, Weber said he was covering all his bases by suing both boards.
David Schaefer and Charles Royer of McCarthy, Lebit, Crystal and Liffman of Cleveland are representing Oheb Zedek-Cedar Sinai Synagogue’s board of trustees.
“They just figure that if we’re included that we’re a point of pressure,” said Oheb Zedek-Cedar Sinai board president Muszynski. “I believe they were ill advised by whoever is representing them legally to include Oheb Zedek-Cedar Sinai Synagogue (on the lawsuit).”
Schmelzer said everything up to and since the contribution agreement was done aboveboard.
“We did everything according to corporate law,” he said. “We took the high road. Harry Brown and I made sure that all of the I’s were dotted, the T’s were crossed, to make sure that this thing was completed in a way that was for the benefit of the great majority of the congregation. That was my driving motivation: to ensure the future of Oheb Zedek.”
He said he held high hopes that the two sides could eventually see eye-to-eye.
“I still feel that this can be achieved,” Schmelzer said. “I still feel that when right thinking people get together and discuss things, a resolution is possible.”