99. Proper meeting notice for changes to articles required notice of the changes proposed
to be posted "in a conspicuous place in the place of worship for four consecutive
Sundays directly preceding such meeting, and that due notice of the date, time, and
place of such meeting to amend the Articles of Incorporation shall be made during the
regular Sunday services for four consecutive Sundays directly preceding such
meeting" pursuant to then existing Article XV concerning amendments.
100. It is clear in Matthews' Exhibit 5, the typed business meeting minutes of the July 11,
1995 business meeting, that the Defendants had purposed this meeting as a ruse to
alter then existing Article VI concerning affiliation.
101. Proper meeting notice for the July 11, 1995 meeting was not provided to the voting
members of Solid Rock Church, Inc. pursuant to then existing Article XV.
102. On Matthews' Exhibit 5, page 1, in paragraph 6, the meeting minutes state clearly:
"Pastor [William N. Matthews] wants our integrity to be protected."
103. On Matthews' Exhibit 6 page 24, William N. Matthews restates his focus on integrity.
104. The only resolution voted on during the July 11, 1995 business meeting is shown on
pages 28-29 of Matthews' Exhibit 6, the meeting minute's transcript (partial).
105. The substance of the resolution shown on pages 28-29 of Matthews' Exhibit 6 is
identical to the resolution presented as Plaintiffs' Exhibit 4.
106. The resolution shown on pages 28-29 of Matthews' Exhibit 6 was used by the
Defendants as their authority to make the October 11, 1995 articles filing with the
Minnesota Secretary of State.
107. The articles filing made by the Defendants on October 11, 1995 state clearly that
"notice of such meeting, proposal to amend and nature of such proposal [was] mailed
to each member entitled to vote thereon at least five days prior to such meeting, held
at 11800 196th Avenue NW, in the city of Elk River, County of Sherburne, as
designated in such notice, on the 11th day of July 1995."
108. The articles filing made by the Defendants on October 11, 1995 state clearly that a
majority vote of the voting members approved the amended articles filed.
109. The articles filing made by the Defendants on October 11, 1995 was made pursuant to
obsolete law under Chapter 317 at 317.27, Subd. 3, 4 and 317.22, Subd. 9 and 317.22
Subd. 2, said law obsolete on January 1, 1991 concerning Solid Rock Church, Inc.
110. The articles filing made by the Defendants on October 11, 1995 were subject to the
same penalties of perjury as set forth in Sec. 609.48 as were all previous filings.
111. On October 11, 1995 the Defendants filed an unauthorized and completely new set of
articles of incorporation with the Minnesota Secretary of State in violation of Minn.
Stat. §317A.133, 139, 251 and 361.
112. On October 11, 1995 the Defendants disenfranchised the general voting members with
new Article IV which states "the board of trustees shall be the only voting members of
the corporation."
The Defendants illegally took away all of Plaintiff's voting rights.
113. The effect of the October 11, 1995 filing was to complete Defendant William N.
Matthews' conversion of the non-profit corporation Solid Rock Church, Inc.
114. The effect of the October 11, 1995 filing gave William N. Matthews total control over
the non-profit corporation Solid Rock Church, Inc and all of its property.
115. The Defendants absolute control of the non-profit corporation was reinforced by the
new set of By-Laws shown as Matthews' Exhibit 8 (unsigned).
116. On December 23, 1996 Plaintiff withdrew his membership in Solid Rock Church.
117. During the period of time from July 1992 through December 1996, Plaintiff had no
reason to suspect that the Defendants had filed illegal changes to the corporation's
articles of incorporation.
118. Plaintiff discovered the Defendants' fraud on April 3, 1998.
119. After several attempts at recovering Plaintiffs' stock failed, Plaintiff filed suit in the
Tenth District Court on July 9, 1999 as a cause of action under Minnesota's Uniform
Fraudulent Conveyances Act, Chapter 513.
120. The Defendants admit making all of the changes to the Articles of Incorporation and
state that "they speak for themselves."
121. Both parties in the present case have waived trial by jury in favor of the bench.
122. The Minnesota Rules of Civil Procedure are part of Plaintiffs' (and Defendants') Due
Process rights to ensure equal protection under the law.
123. Minn. R. Civ. P. 33.01 (b) states that [the party served] "shall serve written answers or
objections to each interrogatory within 30 days after service of the interrogatories."
124. Minn. R. Civ. P. 33.01 (d) states that "answers to interrogatories shall be stated fully
in writing and shall be signed under oath by the party served."
125. Plaintiffs' Second Set of Interrogatories was served on Defendants on July 31, 1999.
