72. On July 22, 1993 the Defendants illegally altered Article VII Subd 2 by deleting the
definition of officers specified in the original articles in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
73. On July 22, 1993 the Defendants illegally altered Article VII Subd 2 by deleting the
terms of officers specified in the original articles in violation of Minn. Stat. §317A.133,
74. On July 22, 1993 the Defendants illegally altered Article VII Subd 3 by deleting the
annual meeting requirement specified in the original articles in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
75. On July 22, 1993 the Defendants illegally altered Article VII Subd 3 by deleting the
annual election of officers specified in the original articles in violation of Minn. Stat.
§317A.133, 139, 251 and 261.
76. On July 22, 1993 the Defendants illegally altered Article X by changing the language
affecting Assembly of God affiliation in violation of Minn. Stat. §317A.133, 139, 251
77. On July 22, 1993 the Defendants made unauthorized changes to all existing articles
of incorporation in violation of Minn. Stat. §317A.133, 139, 251 and 261.
78. On July 22, 1993 the Defendants made unauthorized additions to the articles by
adding new Article XII to Article XV, which changed the total number from eleven
(11) to fifteen (15) in violation of Minn. Stat. §317A.133, 139, 251 and 261.
79. On July 22, 1993 the Defendants filed a new set of articles which rearranged all of the
existing articles, deleting some provisions and adding other provisions in a clear
attempt to remove the corporate foundation that the original articles provided.
80. The changes the Defendants made on July 22, 1993 to the original articles, excluding
the name change, are unauthorized, substantive and affect major governing issues in
the governance of the Minnesota non-profit corporation Solid Rock Church, Inc.
81. The Defendants' July 22, 1993 filing was clearly an effort to take advantage of the
disarray and confusion caused within the corporation in the wake of the "existing"
public scandals and civil lawsuits. The July 22, 1993 filing was a proverbial "sucker"
punch to the unsuspecting and trusting members of this non-profit corporation.
82. The result of the July 22, 1993 articles filing with the Minnesota Secretary of State
gave William N. Matthews control over the Attic Technology stock.
83. Minn. Stat. §317A.139 (3), (4) requires a truthful and accurate filing of amendments
to articles of incorporation.
84. Board member Ernest Harpster has testified in his affidavit that William N. Matthews
presented the filing for board signatures and told them that they were "only signing a
document that reflected the name change the members voted on" which explains in
part why the board members willingly signed fraudulent documents.
85. The Defendants withheld material corporate information concerning the actual filings
of amendments being made with the Minnesota Secretary of State during July 1993,
which had the effect of coloring and biasing all of Plaintiff's actions.
86. On July 18, 1993, the Defendants had already drafted their fraudulent documents.
87. The withheld material corporate information colored and biased Plaintiff's stock gift.
88. Had Plaintiff known all of the material corporate governing facts, Plaintiff would not
have given the stock to Solid Rock Church, Inc. on July 18, 1993.
89. Plaintiff's stock transfer on July 18, 1993 is subject to Minnesota law at Chapter 513,
the Uniform Fraudulent Transfer Act.
90. The statute of limitations for commencing action under Minnesota Chapter 513 is six
years from the date of discovery of the fraud as stated in Minn. Stat. §541.05 Subd. 6.
91. A close look at the effects of the Defendants' July 22, 1993 articles filing with the
Minnesota Secretary of State reveals a devious scheme to take control of the
corporation and its property.
92. Matthews' Exhibit 3 indicates that a plan was clearly in operation to alter the control
of the non-profit corporation and its property.
93. Matthews' Exhibit 3 indicates that the law firm of Lindquist & Vennum would be
used to alter the control of the corporation and its property and that William N.
Matthews had already begun discussions with Lindquist & Vennum to do this.
94. On July 11, 1995 the members of Solid Rock Church, Inc. were hastened to a special
business meeting by Defendant William N. Matthews who would not disclose the
purpose of the business meeting prior to the actual meeting.
95. The July 11, 1995 business meeting was called to consider a questionable report that
Defendant William N. Matthews was concerned about.
96. Plaintiff attended the July 11, 1995 business meeting.
97. Plaintiff and others were not told the purpose of the meeting until it actually started.
98. Meeting minutes for the July 11, 1995 meeting shown as Matthews' Exhibit 5 and 6
show no discussions concerning making any actual article changes.
