United States Department of Justice
Federal Bureau of Investigation
To: Mr. Moore
From: W.D. Gow
Enclosed for the Laboratory Division, Document Section, is a copy of a document furnished by the Civil Division of the Department in connection with a $4.2 billion lawsuit against the People’s Temple as result of the incident at Jonestown, Guyana.
The Civil Division in connection with the above lawsuit requires a translation of the enclosure as soon as possible.
The Laboratory Division, Document Section, Translation Subunit, is requested to expeditiously translate the attached from Spanish to English and advise the Criminal Investigative Division, Personal Crimes Unit, extension 4295 when ready for hand carry to the Department.
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TRANSLATION FROM SPANISH
REPUBLIC OF PANAMA
Province of Panama
Fifth Notary Public Office of the Circuit
Pablo L. Arosemena
Avenida Mexico and Calle 31 Este
Apartado Postal 53
Panama I, R.P.
Telephone: 25-8002, 25-60, 25-6066
Writ no. 1881 of March 3, 1977
Which hereby establishes the joint stock company to be called “Asociacion Religiosa San Pedro, S.A.,” with headquarters in the city of Panama, Republic of Panama.
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This document is on letterhead stationery reading: Republic of Panama, Fifth Notary Public Office of the Circuit, Law no. 38 of 1974, Executive Decree no. 89 of 1974, Statement no. 484275
REPUBLIC OF PANAMA
Administrative of Finance and Treasury
Fifth Notary Public Office of the Circuit of Panama
(National Prepaid Stamp)
Duty: 3 Balboas
Public Document No. One Thousand Eight Hundred Eighty-One – 1881
For the establishment of the joint stock company to be called “ASOCIACION RELIGIOSA SAN PEDRO, S.A.,” with headquarters in the City of Panama, Republic of Panama.
Panama, March 4, 1977
In the city of Panama, capital of the republic and head city for the notary public circuit of the same name, on the fourth (4) day of the month of March in nineteen hundred and seventy-seven (1977), before me, PABLO LEOPOLDO AROSEMENA (Pablo L. Arosemena), Fifth Notary Public of the Circuit of Panama with personal identification document number 6-17-954, there appeared the following persons with whom I am acquainted.
FELIPE SANTIAGO TAPIA CASTILLO (F.S. Tapia C.), male, of legal age, married, an attorney, Panamanian and resident of this city, bearer of personal identification document no. 2-AV-7-869; and JULIO ERNESTO LINARES (Julio E. Linares), male, of legal age, married, an attorney, Panamanian and resident of this city, bearer of personal identification document number 8-166-599.
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They requested that I draw up this public document to show that they are establishing a joint stock company in accordance with the following by-laws:
FIRST: The name of the company is “ASOCIACION RELIGIOSA SAN PEDRO, S.A.”
SECOND: The primary aims which the company will undertake, develop, or otherwise serve as a company, within or outside the Republic of Panama, on the following: (a) To recruit, train, and finance personnel and programs for activities which are generally religious in nature throughout Central and South America; (b) To receive property by legacy or donation, subject to the laws which govern the transference of property by testamentary disposition, or to otherwise acquire and maintain any property, whether real or personal. This includes without limitation stocks, bonds, and guarantees from other companies; (c) To sell, turn over, change, rent, mortgage, place a lien on, transfer to credit or otherwise dispose of any other property, real or personal, in accordance with the objectives and goals of the company, subject to pertinent limitations prescribed by law; (d) To enter into and consummate contracts which further the purposes of the company; (e) To act in the capacity of a trustee under any trust incidental to the main purposes of the company, and to maintain, administer, and dispose of funds and property subject to this trust; (f) To borrow money, incur debts, and, from time to time, issue promissory notes, thus assuring payment or fulfillment of its obligations; (g) To sue or be sued; (h) To undergo specialization for the purpose of pursuing its non-profit activities in any state, territory which is administered directly or indirectly by the Republic of Panama, or foreign country, and to direct its non-profit activities in any country in the world; (i) To adapt, to use, and, at will, to change the company seal; however, failure to determine such a seal shall not affect the validity of any documents of the company; (j) To take all other necessary or desirable action for the administration of its affairs and unity of its purposes; (k) To own and exercise all rights and powers conferred on joint stock companies under the legislation of the Republic of Panama.
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The preceding statement of purpose can be interpreted as a declaration of both purposes and powers, and the purposes and powers stated in each clause shall not – except where it is expressly stated in another form – be limited or restricted in any way. They shall be considered as independent purposes and powers. Despite any of the above indicated statements regarding the previously mentioned purposes and powers, this company will be unable to commit itself to any activity or exercise any power which does not further its primary purposes.
THIRD: The joint stock capital is TEN THOUSAND DOLLARS ($10,000.00) in legal tender of the United States of America, divided into ONE HUNDRED (100) SHARES OF STOCK TO THE BEARER at a face value of ONE HUNDRED DOLLARS ($100.00) each. The joint stock capital can be increased; more and new shares can be issued and the face value as well as the type and rights accruing to such shares of stock can be changed. Each share carries with it the right of one vote.
FOURTH: The names of those who sign these by-laws, their addresses and the number of shares for which they have agreed to sign are as follows: F.S. TAPIA C., of 3-80 Calle 31, Panama City, Republic of Panama, ONE (1) SHARE; and JULIO E. LINARES, of 3-80 Calle 31, Panama City, Republic of Panama, ONE (1) SHARE. The board of directors of the company shall authorize the issuance of company shares of stock and shall see to it that they are sold.
FIFTH: The headquarters of the company shall be in Panama City, Republic of Panama, but the company may establish other branch offices outside the Republic of Panama. The resident agent of the company in the Republic of Panama shall be “TAPIA LAW OFFICE,” which is located in the following address: Calle 31, number 3-80, Apartado Postal 7412, Panama 5, Republic of Panama.
SIXTH: The number of the first directors shall be three (3). However, the board of directors may increase the number of directors to seven (7), also taking care of their designation. The directors will have specific
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functions and will exercise the powers which are specifically outlined in the company by-laws. It will not be necessary to be a stockholder in order to be a director. The first directors of the company will be: F.S. TAPIA C., of Calle 31, number 3-80, Panama City, Republic of Panama; ELOY ALFARO DE ALBA (Eloy Alfaro), of Calle 31, number 3-80, Panama City, Republic of Panama; and RODOLFO EVARISTO MENDOZA ALMANZA (R.E. Mendoza A.) of Calle 31, number 3-80, Panama City, Republic of Panama.
SEVENTH: The life of the company shall be in perpetuity.
EIGHTH: Company officials shall be elected according to the manner and terms set forth in the company by-laws. Until a new election is held, the following persons have been designated as company officials: F.S. TAPIA C., president; ELOY ALFARO, vice president and treasurer; and R.E. MENDOZA A., secretary.
NINTH: The president of the company is the legal representative and executive official of the same. The vice president shall act in his stead in the event of his absence or incapacity.
TENTH: Fifty-one percent (51%) of the stockholders shall constitute a quorum to deal with matters on the part of the general stockholders’ meeting.
ELEVENTH: With regard to shares of stock to the bearer, any stockholder outside the Republic of Panama can issue a power of attorney by a private document in order to be represented at any meeting or general stockholders’ meeting. This power can be granted before a notary public, who must show the number of shares of stock presented to him by the stockholder including the name of the company, and names of persons who signed said shares of stock, and the date on which the meeting will be held as well as the purpose of the same. In this case the signature of the notary public will not be needed unless the official who presides over the
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meeting imposes such a requirement, that is, that the signature of the notary public be authenticated before a consul of the Republic of Panama abroad.
TWELFTH: The board of directors can create, alter, and abrogate company by-laws. From time to time he can fix and change the amounts of joint stock capital which shall be maintained in reserve for any legal purpose.
THIRTEENTH: The board of directors can hold meetings, maintain one or more offices, and keep the books of the company at those places which it has designated for such purposes, within or outside the Republic of Panama.
FOURTEENTH: (a) This company is not organized, nor will be managed for monetary or lucrative gain. It does not expect to distribute earnings, profits, or dividends among its members. It shall be organized solely for non-profit purposes; (b) All assets of this company are irrevocably earmarked for charitable purposes, and no portion of its net income or assets can be used to benefit any director, officer, member of the company, or any particular person; (c) In the event that the company is dissolved or liquidated, its remaining assets after meeting all obligations, debts and liabilities shall be distributed to the Peoples Temple of the Disciples of Christ, a corporation in the state of California, United States of America; (d) No substantial portion of the activities of this company can consist of propaganda or any other attempt to influence the laws, nor can it participate in any political campaign (including the publication or distribution of statements) in the name of any candidate for public office.
FIFTEENTH: The company reserves the right to reform, change, or abrogate any of the clauses of its by-laws in the manner permitted by the laws of the Republic of Panama, as it is understood that all rights within these by-laws conferred on the officials, board of directors, and stockholders of this company are subject to this reserve.
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I advised those who appeared before me that a copy of this public document must be registered and read, as was done, in the presence of the witnesses to the document, Mr. Marco Antonio Perez Codeno, with identification number 7-12-1005, and Mr. Juan Ramos Quintero, with identification number 6-52-1705. Both are of age and residents of this city. I am acquainted with them and know that they are legally capable of acting as witnesses, and they are in agreement, proof of which is evidenced by their signatures before me, the notary public in witness thereof.
This document bears the number of 1881 (notarized). F.S. Tapia C., Julio E. Linares, Marco A. Perez C., Juan Ramos Q. – PABLO L. AROSEMENA, Fifth Notary Public.
This copy is a true copy of the original, and I am preparing, sealing, and signing it in the Republic of Panama today, December 28, 1978.*
(Signature illegible) [notation in original]
PABLO L. AROSEMENA,
Fifth Notary Public
*Translator’s note: The original Spanish language document shows corrections of typographical errors at the end of the text, which are certified by the notary public.