United States Government
Memorandum
Date: March 7, 1979
Reply to Attn of: James G. Hergen
Attorney, Office of Foreign Litigation
Civil Division
Subject: Peoples Temple
To: Mr. [name deleted]
Federal Bureau of Investigation
J Edgar Hoover Building
Room 5096
9th, 10th, and Pennsylvania Avenues
Washington, DC 20535
Further to our today’s telephone conversation, I transmit here with for translation into English the following Spanish-language documents:
1. Articles of Incorporation for Briget, S.A.
2. Articles of Incorporation for Asociacion E.D. Internacional Empresa Charitative, S.A.
3. Six letters signed by Attorney General Miranda of Panama
Please return the attached documents to me with the translations.
It would be extremely helpful to us in our recovery effort in Panama if you were to turn up among the Temple’s papers the bearer shares for the above companies.
Thank you for your cooperation in this matter.
[Page 2 – Photocopy of manila envelope]
[Page 3]
Translation from Spanish
December 28, 1978
Note No. DQ-322-78
Mr. Pierre Cordier
General Manager of
Union Bank of Switzerland
This City
Dear Mr. Manager:
Pursuant to my note DPQ-709-78, dated December 26, 1978, I kindly request that account number 121-00-19A be frozen as of this date, so that nobody can make withdrawals from the funds in question without previous authorization from this Office of the Attorney General.
I would appreciate being informed as to the person or persons who are the owners of the above-mentioned account and what is the current balance in the same.
At the same time, I would appreciate information as soon as possible as to the measures that are being taken in order to comply with the order contained in this note.
Sincerely yours,
Olmedo D. Miranda
Attorney General of the Nation
Translated by: Raffaele A. Vaccari
March 15, 1979
[Page 4]
Translation from Spanish
December 27, 1978
Note No. DQ-317-78
Mrs. Yolanda Pulice de Rodriguez, Attorney
Director General of the Public Registry
Her Office
Dear Madam:
In order to submit them as evidence in summary proceedings which are being prompted by my office, I would very much appreciate certifications concerning the following:
1st. – Existence and legal representation of the company called Associacion Religiosa Pro San Pedro, S.A.” (Pro San Pedro Religious Association, Limited.)
2nd. – Date on which the above company was registered and who applied for the registration.
3rd. – Office of the notary public which drew up the articles of incorporation of the company.
4th. – Any other information which you, as the Director of the Public Registry, consider to be of interest for this investigation.
Looking forward to your prompt reply, I am
Most sincerely yours,
Olmedo D. Miranda
Attorney General of the Nation
Translated by: Raffaele A. Vaccari
March 15, 1979
[Page 5]
Translation from Spanish
December 28, 1978
Note No. DQ-323-78
Mr. Walter Borer
Manager of Swiss Bank Corporation
This City
Dear Mr. Manager:
The Office of the Attorney General of which I am in charge, by means of an order bearing this same date, has ordered that the funds currently marked in account no. 3357 be frozen, so that nobody can make any withdrawals from these funds without previous authorization from this Office.
Consequently, your kindly asked to take the proper measures for the freezing of the funds maintained as of this date in account no. 3357, informing us as to the name to which the account is made out and the total amount of the funds which have been frozen.
Looking forward to your prompt reply, I am
Sincerely yours,
Olmedo D. Miranda
Attorney General of the Nation
Translated by: Raffaele A. Vaccari
March 15, 1979
[Page 6]
Translation from Spanish
December 28, 1978
Note: No. DPG-713-78
Mrs. Beatriz Valdez
Official Interpreter of the Public Prosecutor’s Office
Her Office
Dear Mrs. Valdez:
I am enclosing here with for their translation into the Spanish language the documents pertaining to a criminal investigation which is being conducted by this Office. These documents were surrendered by Mr. James G. Hergen.
They consist of 29 pages of writing.
Sincerely yours,
Olmedo D. Miranda
Attorney General of the Nation
Enclosures: as stated
Translated by: Raffaele A.Vaccari
March 15, 1979
[Page 7]
Translation from Spanish
January 2, 1979
Note No. DPG-2-79
Mr. Pierre Cordier
General Manager of
Union Bank of Switzerland
This City
Dear Mr. Manager:
Pursuant to our Note DQ-322-78 of December 27, 1978, I wish to inform you that the reason for the same is that it is connected with a criminal investigation which is being pursued by this Office of the Attorney General at the request of the Federal Bureau of Investigation (FBI) of the United States of America.
Sincerely yours,
Olmedo D. Miranda
Attorney General of the Nation
Translated by: Raffaele A. Vaccari
March 15, 1979
[Page 8]
Translation from Spanish
(Duplicate of Note No. DPG-2-79 dated January 2, 1979.)
Translated by: Raffaele A. Vaccari
March 15, 1979
[Page 9]
Translation from Spanish
(Jacket)
Coat of Arms
Republic of Panama
Panama Province
Office of the Second Notary Public of the Circuit
Telephones: 25-8055
25-6126
Cecilio Moreno
Second Notary Public
PO Box 8830
Panama 5, Republic of Panama
Copy of Writ No. 7728 of November 7, 1975, which establishes a joint-stock company called “Briget, S.A.” (Briget, Limited) with headquarters in Panama City, Republic of Panama.
Translated by: Raffaele A. Vaccari
March 15, 1979
[Page 10 of serial; page 2 of document]
(This document is drawn up on special letterhead paper used for notarized documents. The letterhead reads: Republic of Panama, Ministry of the Treasury, Paper for Notarized Documents, Law No. 38 of 1974, Executive Decree No. 89 of 1974, Office of the Second Notary Public of the Panama Circuit, national stamp duty: three (3) Balboas, consecutive No. 484281.)
Public Writ Number seven thousand two hundred and twenty-eight (7228) which establishes a joint-stock company to be known as “Briget, S.A.” (Briget, Limited) with headquarters in Panama City, Republic of Panama.
Panama, November 7, 1975
In Panama City, Capital of the Republic, Head City of the Notary Public Circuit by the same name, on the seventh (7th) day of the month of November of the year 1975, before me, Cecilio Moreno, Second Notary Public of the Panama Circuit, personal identification card number eight – fifty-two – nine hundred fifty-eight (8-52-958), there personally appeared: Rogelio Fabrega, male, of age, Panamanian, attorney, married, residing in this city, personal identification card number eight – ninety-five – six hundred fifty-five (8-95-655), and Sara Galego Ross, female, of age, Panamanian, single, residing in this city, personal identification card number eight – one hundred fifty-nine – two thousand three hundred thirty-one (
8-159-2331), whom I am acquainted with, they, in their own name and behalf, asking me to draw up this writ to show that they are establishing a joint-stock company in compliance with Law number thirty-two (32) of 1927.
To this end, they are adopting the following articles of incorporation:
[Page 11 of serial; page 3 of document]
First: The name of the company shall be: “Briget, S.A.”
Second: The purposes for which the company is being organized are to establish, transact, and accomplish the business of a financial or investing company, to engage in commercial and financial transactions on its own account and/or on account of third parties, including trust transactions, to buy, sell and negotiate all kinds of consumers’ goods, shares of stock, bonds and securities of all descriptions, to buy, sell, rent or in any way acquire and dispose of real estate properties, to raise and make available money by means of loans with or without guarantees, to enter into, extend, fulfill and accomplish contracts of all descriptions, to become a trustee or to guarantee the fulfillment and accomplishment of any and all contracts, to engage in any kind of legal business which is not specifically prohibited in the case of joint-stock companies and to take any kind of action which may arise therefrom either as principles, or agents, or trustees or any of the representative capacity, be what it may.
Third: Authorized capitalization of the company shall be ten thousand dollars (US $10,000.00) in legal tender of the United States of America and it shall be divided into one hundred (100) shares of registered or bearer common stock with a face value of one hundred dollars (US $100.00) in legal tender of the United States of America each; each share of the stock carrying the same rights and obligations. The liability of the shareholders shall be limited to the amount which has not been paid up toward the coverage of the capitalization. These shares of stock can be issued either to the bearer or as registered shares in accordance with a decision to be made by the Board of Directors. In turn, the Board of Directors shall have the power to permit that share certificates issued to the bearer we changed to certificates required in the owner’s name, or vice versa.
[Page 12 of serial; page 4 of document]
Fourth: The record or list of shares of stock prescribed by law shall be maintained at the place which shall be determined by the Board of Directors.
Fifth: The headquarters of the company shall be established in Panama City, Republic of Panama; however, the company – in accordance with decisions of the Board of Directors – shall be able to engage in business transactions and to establish branch offices, representations or agencies in any part of the world and shall be able to move its files and possessions to any place within the Republic of Panama or abroad.
Sixth: The business life of the company shall be in perpetuity; however, the company can be dissolved in compliance with the requirements of the law.
Seventh: Gatherings or meetings of the company stockholders, for any purpose they may be held, can take place in the Republic of Panama or any other country. A general stockholders’ meeting shall be held once a year on the date and at the place determined by resolution of the Board of Directors and show concern itself with the election of the Directors and the transaction of any other business submitted to the meeting by the Board of Directors. Special stockholders’ meetings shall be held upon convocation by the Board of Directors whenever the latter feels such a meeting is desirable. Furthermore, the Board of Directors or the President of the company shall be required to call a special meeting whenever such a meeting is requested in writing by one or more stockholders representing at least one-twentieth of the company’s capital. Special stockholders’ meetings called in this fashion shall be able to entertain, in addition to the matters for which the convocation was issued, any other matter submitted by any stockholder for the consideration of such a meeting.
Eight: The Board of Directors shall consist of no less than three (3) and no more than seven (7) members. The number of the members of the Board shall be determined,
[Page 13 of serial; page 5 of document]
within the above minimum and maximum, by a resolution of the Board. Even so, at any stockholders’ meeting for election of members of the Board, the stockholders shall be able to determine by resolution the number of Directors to be elected to the Board and this shall be the number of elected Directors. Gatherings and meetings of the Board of Directors can be held in the Republic of Panama or any other country. Each Director can be represented and vote by proxy at each of the meetings of the Board. In the event of vacancies on the Board of Directors, regardless of whether the vacancies are the result of an increase in the number of Directors or for any other reason, the majority of the extant Directors, even though they may be less than a quorum, shall be able to fill such vacancies. The business of the company shall be conducted and directed by the Board of Directors, which shall enjoy all the powers of the company, except for those which either the Law, or these Articles of Incorporation, or the Bylaws of the company assign to the stockholders.
Ninth: The officeholders of the company who shall be designated by the Board of Directors for the purpose of carrying out its decisions shall be a Chairman of the Board, a Treasurer and a Secretary. The Board of Directors shall also be empowered to elect one or more Vice-Chairmen, Assistant Secretaries, or Assistant Directors, as well as all agents or employees who are deemed to be necessary. Any person shall be able to discharge the duties of more than one office. The powers of the officeholders and their authority to represent the company shall be determined by the Board of Directors.
Tenth: Contracts and any other transactions entered into by the company and any other company shall not be null and void or revocable because of the mere fact that one or more Directors or officeholders of the company have an interest in the other company or are Directors or officeholders in the other company, nor shall they be null and void or revocable because of the mere fact that one or more Directors or officeholders of the company are involved or have a financial interest in such contracts or transactions.
[Page 14 of serial; page 6 of document]
Eleventh: These Articles of Incorporation can be amended by resolution of the stockholders’ meeting in which such an amendment or such amendments are specifically shown and which is adopted by a majority of the stockholders at a special meeting called for this purpose or at a regular stockholders’ meeting.
Temporary Provisions
A: Members of the Board. The number of the first Directors shall be three (3) and the names and addresses are as follows:
Rogelio Frabrega, Panama, Republic of Panama
Yolanda de Mendez, Panama, Republic of Panama
Octavio Mendez Polango, Panama, Republic of Panama
B. The first officeholders of the company, until the Board of Directors determines the replacements, on the following:
Rogelio Frabrega, Chairman
Yolanda de Menedez (sic), Secretary
Octavio Mendez Pollanco (sic), Treasurer
C: The registered representative of the company in Panama City – until otherwise determined by the Board of Directors – is Attorney Rogelio Frabrega.
[Page 15 of serial; page 7 of document]
D: Capitalization. The number of shares of stock which each signer of these Articles of Incorporation agrees to subscribe to is as follows:
Rogelio Frabrega, One (1)
Sara Galego Ross, One (1)
This document was read to the appearing parties in the presence of the following witnesses: Artemio Saavedra, personal identification card number seven – thirty-eight – forty-four (7-38-44), and Angiolina Varcasia, personal identification card number eight – forty-nine – two hundred ninety-four (8-49-294), both of age and residing in this city, whom I, the Notary Public, personally am acquainted with and who, I know, are fit to serve as witnesses.
The text was found to be satisfactory and we all approved it as set our hands to it to show our approval. This was done before me and I bear witness thereto. This repairs number 7228.
Rogelio Frabrega
Sara Galego Ross
Artemio Saavedra
Angiolina Varcasia
C. Mareno, Second Notary Public
This is to certify that the above first copy is a true copy of the original and I set my hand and seal to it in this Panama City, Republic of Panama, on the twenty-ninth (29th) day of the month of December in the year 1978.
(signed) C. Moreno, Second Notary Public
(Seal of the Second Notary Public, Office of the Circuit, Republic of Panama.)
[Page 16]
Translation from Spanish
(Jacket)
Coat of Arms
Republic of Panama
Panama Province
Office of the Fifth Notary Public of the Circuit
Telephones: 25-3092
25-6066
Pablo L. Arosemena, Notary Public
PO Box 553, Panama 1, Republic of Panama
Corner of Mexico Avenue and 31st Street, East
Authenticated Copy of Writ No. 4938 of May 18, 1978, which establishes a joint-stock company called “Associacion N.D. Internacional Empressa Caritativa, S.A.” (E.D. Association International, A Charitable Undertaking, Limited), with headquarters in Panama City, Republic of Panama.
Translated by: Raffaela A. Vaccari
March 16, 1979
[Page 17 of serial; page 2 of document]
(This document is drawn up on special letterhead paper used for notarized documents. The letterhead reads: Republic of Panama, Ministry of the Treasury, Paper for Notarized Documents, Law No. 38 of 1974, Executive Decree No. 89 of 1974, Office of the fifth Notary Public of the Panama Circuit, national stamp duty: three (3) Balboas, consecutive No. 679772.)
Public Writ Number 4938 which establishes a joint-stock company to be known as “Associacion N.D. Internacional Empressa Caritativa, S.A.” (E.D. Association International, A Charitable Undertaking, Limited), with headquarters in Panama City, Republic of Panama.
Panama, May 18, 1978
In Panama City, Capital of the Republic, Head City of the Notary Public Circuit by the same name, on the eighteenth (18th) day of May, 1978, before me, Pablo Leopoldo Arosemena (Pablo L. Arosemena), Fifth Notary Public of Panama Circuit, personal identification number six – seventeen – nine hundred fifty-four (6-17-954), there appeared the following persons with whom I am acquainted: Felipe Santiago Tapia Castillo (F.S. Tapio C.), Panamanian, residing in this city, bearer of personal identification card number two – AV – seven – eight hundred sixty-nine (2–AV–7-869); and Julio Ernesto Linares (Julio E. Linares), male, of age, married, Attorney, Panamanian, residing in this city, bearer of personal identification card number eight – one hundred sixty-six – five hundred ninety-nine (8-166-599); and they asked me to drop this public writ saying that they are establishing a joint-stock company according to the following Articles of Incorporation:
[Page 18 of serial; page 3 of document]
First: The name of the company shall be “Associacion N.D. Internacional Empressa Caritativa, S.A.” (E.D. Association International, A Charitable Undertaking, Limited).
Second: The purposes of the company are as follows:
a. To purchase, sell, charter and generally administer ships and vessels, and to operate shipping lines in Panama, as well as in any other part of the world;
b. To operate maritime agencies in general, both in the territory of the Republic of Panama and abroad;
c. To buy, sell, exchange, rent and deal in chattel and real estate as well as an merchandise of any description and to conduct all the commercial and financial transactions pertaining to or connected with the purposes of the company and also to acquire interests in other companies, be they Panamanian or foreign companies;
d. To buy and trade in stock or interests of other companies and, in general, to conduct any other commercial, maritime, financial, chattel or real estate transactions which are permissible under the laws of the Republic of Panama at the present time or will be permitted in the future.
Third: The capitalization of this company is ten thousand dollars (US $10,000.00) in legal tender of the United States of America, divided into one hundred (100) shares of stock made out to the bearer with a face value of one hundred dollars (US $100.00) each. The company’s capital can be increased by floating additional shares of stock whose face value, description and rights can also be changed. Each share of stock entitles the holder to one (1) vote.
[Page 19 of serial; page 4 of document]
Fourth: The names of the signers of these Articles of Incorporation, their residence and the numbers of shares of stock each one of them agrees to underwrite are as follows: F.S. Tapia C., residing at number 3 – eighty (3-80) of Thirty-first (31st) Street, Panama City, Republic of Panama, one (1) share of stock; Julio E. Linares, residing at number three – eighty (3-80) of Thirty-first (31st) Street, Panama City, Republic of Panama, one (1) share of stock.
The Board of Directors of the company shall authorize the floating of the company’s shares of stock and shall see to it that stockholders are found.
Fifth: The headquarters of the company shall be located in Panama City, Republic of Panama; the company shall be able to establish branches outside the Republic of Panama. The resigning representative of the company in the Republic of Panama shall be “Tapia y Asociados” (Tapia and Associates) whose addresses the following: Thirty-first (31st) Street, number three – eighty (3-80), Post Office Box number 7412, Panama five (5) Republic of Panama.
Sixth: the number of the first members of the Board shall be three (3). The Board of
Directors shall be able, however, to increase its number to seven (7), and shall also take care of the designation of such Directors. The Directors shall discharge the specific duties and exercise the specific powers stated in the Articles of Incorporation of the company and it shall not be necessary to be a stockholder in order to be a member of the Board. The first Directors of the company shall be: F.S. Tapia C., Thirty-first (31st) Street, number three – eighty (3-80), Panama City, Republic of Panama; Eloy Alfaro de Alba (Eloy Alfaro), Thirty-first Street, number three – eighty (3-80), Panama City, Republic of Panama; Rodolfo Evaristo Mendoza Almanza (R. E. Mendoza A.), Thirty-first (31st) Street, number three – eighty (3-80), Panama City, Republic of Panama.
[Page 20 of serial; page 5 of document]
Seventh: The business life of the company shall be in perpetuity.
Eighth: The officeholders of the company shall be elected in the manner and within the deadlines called for by the Bylaws of the company. Until a new election is held, the first officeholders of the company are the following: F.S. Tapia C., Chairman; Eloy Alfaro, Vice Chairman and R. E. Mendoza A., Secretary.
Ninth: The company President is the legal representative and executive officer of the company. In his absence, because of travel or inability, this capacity belongs to the Vice President of the company.
Tenth: Fifty-one percent (51%) of the stockholders constitute a quorum for dealing with matters to be dealt with by the stockholders’ meeting.
Eleventh: As far as the shares of the company stock which are issued to the bearer are concerned, any person owning shares outside the Republic of Panama shall be able to issue a power-of-attorney by means of a private document to be presented at any meeting, including stockholders’ meetings of the company. This power-of-attorney needs to be prepared before a Notary Public and in the document the Notary shall show the number of certificates presented to him by the stockholder issuing the proxy, specifying the number of shares of stock which each certificate represents, the date of issue of the certificate, the name of the company, the names of the persons who signed the certificate, the date on which the meeting will be held and the purpose thereof. In such cases, it shall not be necessary for the Notary’s signature to be authorized by a Panamanian Consul, unless the company officer who presides over the meeting imposes such a requirement, namely, the requirement that the Notary’s signature be authenticated before a Consul of the Republic of Panama abroad.
Twelfth: The Board of Directors shall have the power to draw up, amend and revoke the company’s Bylaws and to determine from time to time the amount of business capital to be maintained as reserve for whatever legal purposes it may deem appropriate.
[Page 21 of serial; page 6 of document]
Thirteenth: The Board of Directors shall have the power to hold meetings, establish and run one or more offices and keep the company’s books and in the locality designated by the Board itself at any time, within or without the boundaries of the Republic of Panama.
Fourteenth:
a. This company is not organized and shall not be managed for any profitable or lucrative purpose and no distribution of profits, dividends or other monies to members of the company as contemplated; this company is organized solely for non-profit purposes;
b. The assets of this company shall be irrevocably devoted to and used for charitable purposes and no portion of the net income or assets of this company can be used to benefit any Director, officeholder or member of the company or go to the advantage of any other particular person;
c. In the event the company is dissolved or liquidated, its assets – after payment of or after having made provision to pay off all debts and liabilities of the company – shall be distributed to the “Peoples Temple of the Disciples of Christ,” a corporation in the State of California in the United States of America;
d. No substantial portion of the activities of this company is to be devoted to political propaganda or any other pursuit designed to influence the legislation, nor can it be used to participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.
[Page 22 of serial; page 7 of document]
Fifteenth: The company reserves the right to reform, amend and revoke any portion of these Articles of Incorporation in the manner permitted by the laws of the Republic of Panama; it being understood that all the rights which these Articles of Incorporation confer upon the officeholders, members of the Board and stockholders of the company shall remain subject to such a reservation.
I made all the parties appearing before me aware of the fact that the copy of this public instrument must be registered and after it was read to them in the presence of the witnesses, Messrs. Marco Antonio Perez Cedeno, identification card number seven – twelve – one thousand five (7-12-1005), and Juan Ramos Quintero, identification card number six – fifty-two ¬– one thousand seven hundred five (6-52-1705), both of age, residents of this city with whom I am acquainted and who, I know, are fit to bear witness, the appearing persons approved the text of the document and set their hand to it to so signify before me, the Notary Public, who bears witness thereto.
This Writ bears number forty-nine – thirty-eight (49-38).
(Signed)
F.S. Tapia C.
Julio E. Linares
Marco A. Perez C.
Juan Ramos Q.
Pablo Leopoldo Arosemena, Fifth Notary Public
This is to certify that this is a true copy of the original which I am preparing, setting my hand and seal to it in this Panama City, Republic of Panama,
[Page 23 of serial; page 8 of document]
on this eighth (8th) day of February, 1979.
(Signed) Pablo L. Arosemena, Fifth Notary Public
(Seal of the Fifth Notary Public of the Circuit, Republic of Panama.)
[Page 24 – notation of RYMUR serial number 89-4286-2014]