Outside Source
TRANSLATION FROM SPANISH
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. 656919
Republic of Panama
Ministry of Finance and Treasury
Fifth Notary Public Office of the Circuit of Panama
Notarial Document (National Prepaid Stamp)
Duty: 3 Balboas
PUBLIC DOCUMENT NUMBER SIX THOUSAND ONE HUNDRED TWENTY-SIX (6126)
By which Mr. Robert Hart Fabian, as liquidator of the assets of the legal entity known as the “People’s Temple of the Disciples of Christ,” confers the power of attorney on the law firm of Morgan and Morgan.
Panama
May 23, 1979
In the city of Panama, capital of the republic and head city for the Notary Public circuit of the same name, on the twenty-third (23) day of the month of May in nineteen hundred and seventy-nine (1979), before me, Pablo Leopoldo Arosemena, Fifth Notary Public Office of the Circuit of Panama with personal identification document number 6-17-954, there appeared the following persons.
[Page 2]
Mr. Robert Hart Fabian is male, of legal age, married, an attorney, US citizen, and bearer of passport number F 254779. He lives at 220 Bush Street, San Francisco, California 94104 USA and is acting in the name of and representing the legal entity known as the People’s Temple of the Disciples of Christ, known in Spanish as the Templo del Pueblo de los Discipulos de Cristo, a non-profit legal entity in the state of California, United States of America. He has been named and authorized liquidator of this entity by means of the resolution issued by the Superior Court of the State of California for the city and county of San Francisco.
As the undersigned notary public did not know him, he was accompanied by Eduardo Morgan Jr., male, of legal age, an attorney, Panamanian, and born in 1961. He is a resident of the city with personal identification documents 4-62-11. The above was also accompanied by Adelina Mercedes Chavarria de Estribi, female, of legal age, Panamanian, and a secretary who was married in 1970. She is a resident of the city, with personal identification document number 8-129-226.
I know these persons and they are of good character and are capable of acting as witnesses to a legal document. They have assured me that they know the person issuing the power of attorney and that his name is as he has stated. He has asked me to show, by this public document, that special power is conferred on the law firm of Morgan and Morgan, whose offices are located on the 15th floor of the Republic Building on the Via Espana and Calle Colombia in Panama City, Panama, and which constitutes their legal address for receiving all notifications. They have sufficient amplitude as required by law to file complaints, handle legal matters, engage in voluntary jurisdiction, handle transactions, and carry out administrative matters of any other nature before any corporation, official, and employee of a judicial body, the office of the public prosecutor, or any other administrative agency. This includes court proceedings, legal actions, transactions, complaints, acts, matters, business, attachments, and appeals in which the person issuing the
[Page 3]
power of attorney might intervene or might have to intervene either directly or indirectly as plaintiff, defendant, third party, party being attached, appellant, complainant, simple interest party, or party of any other nature. The law firm shall be empowered to receive, commit, transact, cease, or renounce terms, procedures, and appeals, or to deputize the exercising of power which is conferred either in total or partially. It may resume exercise of such power and do anything and everything which the person granting the power of attorney could do in such a way that his statements would, under no circumstances whatsoever, fail to be represented or his rights to those interests be left unprotected.
The firm of Morgan and Morgan may exercise this power both within the territory of the Republic of Panama and abroad before the authorities of any other nation without any limitation whatsoever.
The Notary Public advises that a copy of this document is to be registered and read. This was done by the appearing parties in the presence of duly qualified witnesses Gladys Herrara de Castillo, female, with personal identification document number 3-67-197 and Clara Sonia de Del Rosario, female, with personal identification document number 7-32-750. Both are of legal age, Panamanian citizens, and residents of this city. As Notary Public I certify that I have met them and that all parties signed to show their approval.
THIS DOCUMENT BEARS NUMBER SIX THOUSAND ONE HUNDRED TWENTY-SIX (6126)
(signed: Robert Hart Fabian)
Robert Hart Fabian
Eduardo Morgan, Jr.
Adelina Mercedes Chavarria de Estribi
Gladys Herrara de Castillo
Clara Sonia de Del Rosario
(Seal: Republic of Panama, Fifth Notary Public, Office of Circuit
(Signature illegible)
Pablo L. Arosemeno
Fifth Notary Public
[Page 4]
Addendum: The notary states that as Mr. Robert Hart Fabian neither speaks nor understands the Spanish language, Eduardo Ferrer Morgan was designated as interpreter. He is male, of legal age, single, an attorney, Panamanian, and a resident of the city with personal identification document number 3-138-581. The undersigned notary attests that he knows this person and that he is duly qualified to carry out the aforementioned responsibility.
(signed: Robert Hart Fabian)
Robert Hart Fabian
Eduardo Morgan, Jr.
Clara S. de Del Rosario
Eduardo Ferrer Morgan
(Signature illegible)
RECORD OF A SPECIAL STOCKHOLDERS’ MEETING OF THE “ASOCIACION RELIGIOSA PRO SAN PEDRO, S.A.”
In the city of Panama, Republic of Panama, at 3:00 PM on May 23, 1979 in the offices located at Via Espana and Calle Colombia, Republic Building, 15th floor, a Special Stockholders’ Meeting of the company known as the Asociacion Religiosa Pro San Pedro, S.A., was conducted.
It was unnecessary to give advance notice of this meeting for all the shares of stock which were issued and treated by the company to be represented inasmuch as the same were presented at the time of the meeting by the holder.
Mr. James G. Hergen presided over this meeting and Mr. Robert H. Fabian acted as secretary. Both had been designated to carry out these responsibilities by the stockholders.
A quorum having been determined, the president of the meeting declared that it had been called to order and stated that its purpose was to name a new Board of
[Page 5]
Directors and Officers for the company and to issue an authorization to assign certain powers of attorney.
After this motion have been duly made and sustained the following resolution was unanimously approved.
Resolved:
1. That a new Board of Directors and Officers renamed which would consist of the following:
a. Directors
James G. Hergen
4221 S. 35th St.
Arlington, VA 32206
United States of America
Robert H. Fabian
220 Bush Street
San Francisco, California 94104
United States of America
Pablo Javier Espino
Via Espana y Calle Colombia
Edifico Republic, piso 15
Pamela, Republic of Panama
b. Officers
James G. Hergen, President
Robert H. Fabian, Secretary
Pablo Javier Espino, Treaurer
2. To authorize the designated treasurer of the company, Mr. Pablo Javier Espino to confer power on the law firm of Morgan and Morgan to file complaints and handle matters
[Page 6]
of a legal, criminal, administrative, police, or any other nature. The offices of this firm are located on Via Espana and Calle Colombia, Republic Building, 15th floor, Panama, Republic of Panama, which is its legal address for receiving all notifications. The firm is granted sufficient amplitude as required by law to file complaints, handle legal matters, engage in voluntary jurisdiction transactions and carry out administrative matters of any other nature before any corporation, official, or employee of a judicial body, the office of the public prosecutor, or any other administrative agency. This includes court proceedings, legal actions, transactions, complaints, acts, matters, business, attachments, or appeals in which the person issuing the power of attorney might intervene or might have to intervene either directly or indirectly as plaintiff, defendant, third party, party being attached, appellant, complainant, simple interested party or a party of any other nature. The firm shall be empowered to receive, commit, transact, cease or renounce terms, procedures, and appeals or to deputize the exercising of power which is conferred either in total or partially. It may resume exercise of such power and do anything and everything which the person granting the power of attorney could do in such a way that his interests would, under no circumstances whatsoever, failed to be represented or his rights to those interests be left unprotected.
The firm of Morgan and Morgan may exercise this power both within the territory of the Republic of Panama and abroad, before the authorities of any nation, without any limitations whatsoever.
In a like manner, the designated treasurer of the company, Pablo Javier Espino, is authorized to have this record identified and recorded in the Public Registry.
With no further business, the meeting was adjourned at 4:30 PM.
(Signed: James G. Hergen
James G. Hergen, President
(Signed: Robert H. Fabian
Robert H. Fabian, Secretary
[Pages 7 through 13 comprise the original document in Spanish.]