47. On July 1, 1993 the members of the Elk River Assembly of God Church voted to
change the name of the corporation specified in Article I to Solid Rock Church, Inc.
48. The July 1, 1993 meeting minutes shown in Matthews' Exhibit 1 fully document that
the only article change made was a name change to the first half of original Article I.
49. Defendants' July 1, 1993 meeting minutes show that Ernest Harpster was elected as a
Deacon to serve as a replacement for Tom Stoll's position until February 1994.
50. Defendant Solid Rock Church, Inc.'s board of trustees or corporate directors
consisted of the corporate officers defined by original Article VII Subd 2 in
combination with any additional Deacons elected per original Article VII Subd 1.
51. In the wake of the pubic scandals and Plaintiff's state of mind, Plaintiff had just cause
to believe that he could rely upon the directors to be honest people of integrity.
52. Plaintiff had just cause to believe that he could rely upon corporate directors to also
adhere to the "Director's Standard of Conduct" specified in Minn. Stat. §317A.251.
53. In the wake of the public scandals and Plaintiff's state of mind, Plaintiff had just cause
to believe that he could rely upon corporate officers to be honest people of integrity.
54. Plaintiff had just cause to believe that he could also rely upon corporate officers to
adhere to the "Officer's Standard of Conduct" specified in Minn. Stat. §317A.361.
55. In the wake of public scandals and Plaintiff's state of mind, Plaintiff had just cause to
believe that the Defendants would adhere to the governance requirements of their
own Articles, By-Laws and Minnesota law at Chapter 317A.
56. On July 14, 1993 the Plaintiff joined the corporation, which was then known as Solid
57. Defendants admit that Plaintiff was a full voting member of the corporation.
58. During the period of time from July 1992 through June 1993, Plaintiff was subjected
to steady requests and solicitations for contributions from Defendants.
59. On July 18, 1993 Plaintiff transferred 545,000 shares of common stock in Attic
Technology to Solid Rock Church, Inc.
60. On July 18, 1993 Plaintiff had just cause to believe that the stock he was gifting to
Defendant Solid Rock Church, Inc. was being transferred to an organization that was
honest and had integrity.
61. On July 18, 1993 Plaintiff had just cause to believe that as a voting member that he
would be able to exercise his voting rights as a small measure of control over the
stock that was transferred.
62. On July 18, 1993 Plaintiff's state of mind was conditioned to believe the Defendants
had set the corporation's house in proper order and that they were trustworthy.
63. On July 18, 1993 Plaintiff had no reason to suspect that the Defendants were already
actively engaged in a devious plan involving fraudulent filings of article changes
with the Minnesota Secretary of State in violation of Minnesota's Uniform Fraudulent
Conveyances Act at Chapter 513.
64. Instead of filing a name change to Solid Rock Church, Inc. as approved by the voting
members on July 1, 1993 to the first sentence in original Article I, Defendants filed an
entirely new set of Articles with the Minnesota Secretary of State on July 22, 1993 in
violation of Minn. Stat. §317A.139.
65. At the time Plaintiff gave his stock, Defendants were lying and committing fraud.
66. On July 22, 1993 the Defendants changed the true nature of the corporation by
making massive changes to the articles of incorporation without the approval of the
voting members of the Elk River Assembly of God Church in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
67. The July 22, 1993 articles filing was sworn under oath and certified to the Minnesota
Secretary of State with the following language: "We certify that we are authorized to
execute these Amended Articles of Incorporation, and we further certify that we
understand that by signing these Amended Articles of Incorporation, we are subject
to the penalties of perjury as set forth in Sec. 609.48 as if we had signed these
Amended Articles of Incorporation under oath."
68. On July 22, 1993 the Defendants illegally altered Article I by deleting the "location"
of the corporation as specified in the original articles in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
69. On July 22, 1993 the Defendants illegally altered Article II by deleting the "location"
of the place of worship as specified in the original articles in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
70. On July 22, 1993 the Defendants illegally altered Article V by deleting board
approval of members as specified in the original articles in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
71. On July 22, 1993 the Defendants illegally altered Article V by changing the criteria for
membership as specified in the original articles in violation of Minn. Stat. §317A.133,
