146. The Defendants had no business tendering a legal defense before the Court because
they were fully aware of their fraud. Once the Defendants were caught in their fraud,
the Defendants should have simply returned the common stock back to the Plaintiff.
147. All of Defendants' pleadings before the Court after the Complaint was filed are a
frivolous use of the Court designed to cover up the fraud and harass the Plaintiff.
148. The fraud committed by the Defendants is fully documented on paper in the form of
fraudulent filings of article changes with the Minnesota Secretary of State when
viewed in light of the corporate meeting minutes supplied by the Defendants.
149. Minn. Stat. §317A.751 anticipates judicial intervention in non-profit corporations
when there is fraud involved. Subdivision 1 states: "A court may grant equitable
relief it considers just and reasonable in the circumstances or may dissolve a
corporation and liquidate its assets and business as provided for in this section."
150. Minn. Stat. §317A.903 anticipates judicial referral to the Attorney General when there
is a clear public interest in the proceedings.
151. The State of Minnesota has a clear interest in the proceedings of the present case.
152. On July 22, 1993 the Defendants committed perjury with the State of Minnesota by
making a fraudulent filing with the Secretary of State's Office.
153. On October 11, 1995 the Defendants committed perjury with the State of Minnesota
by making a fraudulent filing with the Secretary of State's Office.
154. All changes that Defendants made to articles with the sole exception of the name
change to Solid Rock Church, Inc. are "ultra vires" and outside the scope of the
actions of a Minnesota non-profit corporation.
155. Defendants violated the Standard of Conduct for Directors in Minn. Stat. §317A.251.
156. Defendants violated the Standard of Conduct for Officers in Minn. Stat. §317A.361.
157. Defendants violated Minn. Stat. §317A.139 regarding the filing of amended articles.
158. In an attempt to get the Court to perpetuate their fraud, the Defendants have
committed perjury in their responsive pleadings before the Court in the present case.
159. The law firm of Lindquist & Vennum was responsible for certain article documents
and the State of Minnesota has a clear public interest in determining the exact extent
of their involvement, if any, in the theft of the Elk River Assembly of God Church.
160. It is unlikely that Defendant William N. Matthews was able to complete this theft
without the assistance of other persons and the State of Minnesota has a clear public
interest in determining the exact extent of who else was involved in the theft of this
Minnesota non-profit corporation, the Elk River Assembly of God Church.
161. The Defendants willfully engaged in illegal behavior that led to the fraudulent
conveyance of Plaintiffs' property in the form of 545,000 shares of common stock
in Attic Technology, Inc on July 18, 1993.
1. Summary Judgment is granted in favor of the Plaintiff with prejudice; and
2. The stock transfer of 545,000 shares of stock in Attic Technology, Inc. represented by
stock certificate No. 82 dated July 13, 1993 is declared nullified; and
3. Defendant Solid Rock Church, Inc. is hereby ordered to return to Plaintiff Attic
Technology, Inc. stock certificate No. 82; and
4. It is ordered that notice be sent to SolarAttic, Inc. that the Court has declared this
stock transfer null and void. Further, that the shares represented by certificate No. 82
be immediately returned to Edward G. Palmer in a new certificate and on record for
the same in SolarAttic's stock records effective on the date of this order.
5. Defendant Solid Rock Church, Inc. is hereby ordered to pay Plaintiff reasonable
damages in the amount of $______________; and
6. Defendant Solid Rock Church, Inc. is hereby ordered to pay Plaintiff reasonable costs
in the amount of $______________; and
7. Defendant William N. Matthews is hereby ordered to pay Plaintiff reasonable damages
in the amount of $______________; and
8. Defendant William N. Matthews is hereby ordered to pay Plaintiff reasonable costs in
the amount of $______________; and
9. All changes to the Articles of Incorporation of the Minnesota Non-Profit Corporate
Charter No. P896 made by these Defendants are hereby declared void.
10. The Articles of Incorporation of Minnesota Corporate Charter No. P896 are hereby
restored to the original Articles of Incorporation dated October 5, 1977.
11. The By-Laws of this Minnesota Corporate Charter No. P896 are hereby restored to
the By-Laws in effect on July 1, 1992; said By-Laws predating Defendant William N.
Matthews' involvement in this non-profit corporation.
12. The name of this non-profit is hereby changed back to the original name of the Elk
River Assembly of God Church as is contained in the original and only existing non-
corrupted corporate articles on file with the Minnesota Secretary of State.