Findings of Fact and Conclusions of Law as submitted by Plaintiff

STATE OF MINNESOTA

DISTRICT COURT

COUNTY OF SHERBURNETENTH JUDICIAL DISTRICT
__________________________________________________Court File No. C4-99-1250

Edward G. Palmer,

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Plaintiff,

vs.

FINDINGS OF FACT
CONCLUSIONS OF LAW
AND ORDER

William N. Matthews, and
Solid Rock Church, Inc.,

Defendants.

______________________________________________________________________________

The above-entitled matter came before the Honorable Judge Alan Pendleton on

February 9, 2000 at 9:00 a.m. for consideration of Summary Judgment Motions. Based

upon all motions, memoranda, affidavits and arguments of counsel and the pleadings and

documents on file herein, relevant contextual civil filings located within the Sherburne

County Courthouse referenced herein and relevant articles of incorporation filings and

amendments thereto on file with the Minnesota Secretary of State referenced herein, the

Court makes the following Findings of Fact and Conclusions of Law and Order:

Findings of Fact and Conclusion of Law

1. Defendant Solid Rock Church, Inc. was previously known as the Elk River Assembly

of God Church, a Minnesota Non-Profit Corporation.

2. The Elk River Assembly of God Church was formed and organized voluntarily under

the Minnesota Non-Profit Corporation Act, Minnesota Chapter 317.

3. Articles of Incorporation documents for the Elk River Assembly of God Church dated

September 4, 1977 ("original articles") were filed with Minnesota's Secretary of State.

4. Robert B. Danforth, currently the Honorable Judge Robert B. Danforth of the

Minnesota Tenth District Court, witnessed and notarized the original articles.

5. The Elk River Assembly of God Church was issued Minnesota Corporate Charter No.

P896 on October 5, 1977 by the Minnesota Secretary of State.

6. Original articles consisted of Article I to Article XI for a total of eleven (11) articles.

7. The original articles are on file with the Minnesota Secretary of State in book

number H-47 and on pages 16-26 therein.

8. From the date of incorporation up to January 1, 1991, the Elk River Assembly of God

Church was required to comply with the corporate governance provisions of

Minnesota Law at Chapter 317.

9. Effective on January 1, 1991, the Elk River Assembly of God Church and its successor

Solid Rock Church, Inc. became subject to the corporate governance provisions of

Minnesota Law at Chapter 317A which superceded Chapter 317 on that date for all

non-electing corporations per Minn. Stat. §317A.021 Subd. 7.

10. Minnesota Chapter 317 became obsolete law on January 1, 1991 and no longer

applied to the corporate governance actions of Defendant Solid Rock Church, Inc.

11. Freedom of Religion and the Establishment Clause of the First Amendment to the U.S.

Constitution cannot be tendered as a valid legal defense in the present case for the

willful disregard of the statutory non-religious corporate governance requirements of

Minnesota law at Chapter 317 or 317A, the Minnesota Non-Profit Corporation Act.

12. No substantive religious issues at law or otherwise are at dispute in the present case.

13. Original Article I read: "The name of the corporation shall be Elk River Assembly of

God Church. Its place of location shall be the City of Elk River, County of Sherburne

and State of Minnesota."

14. Defendants fully admit in their Answer to Complaint paragraph 3 that their Corporate

Articles and By-Laws provided for one vote for each member.

15. To understand the nature of the fraudulent transfer of property in the present case, it

is necessary to review the contextual civil and public framework in which Defendant

William N. Matthews was elected President of the non-profit corporation.

16. It is a matter of public and Court records that Pastor James Hoogenboom from the Elk

River Assembly of God Church was charged in felony complaint 71-K4-92-706 filed

on May 28, 1992 by the State of Minnesota.

17. It is a matter of public and Court records that Pastor James Hoogenboom from the Elk

River Assembly of God Church was charged in felony complaint 71-K3-92-762 filed

on June 9, 1992 by the State of Minnesota.

18. It is a matter of public and Court records that Pastor James Hoogenboom and

business manager Dexter Mapson from the Elk River Assembly of God Church were

named in civil complaint 71-C9-92-975 filed on July 17, 1992.

19. It is a matter of public and Court records that Pastor James Hoogenboom and

business manager Dexter Mapson from the Elk River Assembly of God Church were

named in [a second] civil complaint 71-C4-92-1032 filed on July 31, 1992.

20. Defendant William N. Matthews was elected to the position of Senior Pastor and

President of the Elk River Assembly of God Church on September 1, 1992.