R-581 

-, 

OFFICE OF 

THEATTORNEY GENERAL 

AUS~N~ TEXAS 

PRICE DANIEL 

ATTORNEY GENERAL June 30, 1947 

- 

Hop. John A. Hulen, Chairman,. 

Texas National Guard Armory Board, 

Second National,Bank Building, 

Houston 2, Texas ', Opinion ETo. V-286 

Re: Authority~o?~ Chairman of the Texas 

National Guard Armory Board to approve for payment 

all obligations 0r 

the Board. 

Dear General Hulen: 

Your.,request-for an opinion of this department 

is substantially as follows: 

"The Texas National Guard is in the process 

of reorganization. This reorganization has 

caused the'Tex%s National.Guard Armory Board 

to broaden it&field o? operations. As you 

know it is the duty of the Armory Board to 

provide armories and other fdailities for ~the 

units o? .the National Guard. 

4 

"A ntiber of armories have been rented and 

are scattered over the State; others, will be 

rented or construoted. The rental and other 

charges must be paid by the Armory Board out 

of appropriations made available for this purpose by the Legislature. The number of doouments and vouchers submitted to the Comptroller are numerous. The Comptroller requires 

the approval of at least three members of the 

Armory Board on each of the documents submittea for payment. Due to the faot that the 

Board Members reside at different places in 

the State, this requirement causes considerable delay in the payment of accounts. The 

Comptroller, when requested to pass these 

aoouments With the approval only of the Chairman of the Board, suggested that he would be 
Hon. John A. Hulen, - Page 2 Opinion NO. V-286 

dlaa to do so if such uro~oe;~lreceived the 

approval of the Attornep . Such procedure, 0r course, would 

resolution of the Armory 

be based on a proper 

Board. 

“In view of this request 

we enclose herewith copy 

of the Comptroller, 

or a resolution or 

the Armory Board authorizing the Chairman or 

the Board to approve for payment all obligations of the Armory Board incurred against 

the monies appropriated by the Legislature to 

the different accounts of the Board. 

“Will you, therefore, please advise whether, 

in view of, the rovisions 

Act (Art. 5890b 7 

of the Armory Board 

the Board may authorize the 

Chairman to approve for payment on behalf o? 

the Board the documents and oharges against 

the funds appropriated by the Legislature to 

the different aocounts of the Armory Board.” 

The resolution adopted by the Board purporting to authorize t,he Chairman of the Board to approve 

for payment on behalf of the Board various documents 

and oharges is as follows: 

“Resolution adopted by-the Texas National 

Guard ~Armory Board at a regular meeting hela 

June 6, 1947, in the city of Austin, Texas: 

Y3.ESOLVED, that the Chairman of the Board 

of the Texas National Guard Armory ,Boara 

be, and he is hereby, authorized to approve for payment on behalf of the Ar- 

. 

mory Boar& all vouchers, expense acoounts, 

payrolls, rentals, and. other aoquments 

which have heretofore been approved by 

the several members of the Board before 

submission to the Comptroller o? the 

State of Texas for payment; that such approval by the Chairman shall constitute 

the approval of the Board.” 

Article 5890b, Vernonts Civil Statutes, provides in part as roihis: 

“Section 1. There is hereby createa the 

Texas National Guard Armory Board to be composed of rive (5) members who shall serve with- 
_- 

Hon. John A. Hulen, - Page 3 Cpinion No. V-286 

out compensation other than their actual, ne- : 

cessarg expenses while traveling on the business of the Board. . . 

n 

. . . 

"The Board shall aot by resolution at a 

meeting thereof called, and held in accordance 

with its by-laws or rules.and regulations. 

Three (3) members of the Board shall con&it,ute a quorum for the transaction of business 

at all meetings and any ao.tion taken by the 

majority of the members of the Board present 

at any meeting thereof shall be deemed to be 

the action of the Board for all purposes; but 

if four (4) members are present ana voting, 

an equal vote in both affirmative and negative 

shall, defeat the proposition. 

ri 

. . . 

"Sec. 2. .The Board hereby created shell 

be am3 it is hereby constituted a body politio 

and corporate. IX shall suoceed to the ownership of all property of, and all lease and 

rental contrasts entered into by, the Texas', 

National Guard Amory Board'that'was hreated 

by prior statutes ana all of the obligations, 

aontraatea or assumed by the last mentioned 

Board with respect to any,such property and 

contract~s shall be the obligations of the 

Boaia oreated by this Act. With this escepMod, no obligation of said former Board shall 

be binding upon the Board hereby created. It 

,shall be 'the duty of said Boara to have charge 

of the acquisition, constru+.on, rental, control, maintenance and dperation of all Texas 

National Guard Armorie$I, including stables, 

rifle ranges, hangers and all other 

~~~$Z~ and equipment necessary or useful in 

connection therewith, and said Board shall 

possess all powers necessary and convenient 

.?or the aocomplishment of such duty, . . ." 

In the case of Webster, et al, vs. Texas and 

Paoiric Motor Company, et a$, 166 9. w. (2a) 75, Chief 

Justice Alexander, speaking for the Supreme Court, 

stated as r0li0ws: 
Hon. John A. Hulen, - Page 4 Opinion No, V-286 

YIt is a well established rule in this 

State, as well as in other States, that~ where 

the Legislature has committed a matter to a 

board, bureau, or commission; or other administrative agenoy, suoh board, bureau, or oommission must act thereon as a body at a etatea meeting, or one properly called, and o? 

which all the members of suoh board have notice, or of which they are given an opportunity to attend, Consent or acquieaoeuce or, 

or agreement by the individual members Mting 

separately, end not as a body, or by a number 

of the members less than the whole aoting 

collectively at an unscheduled meeting without notiae or opportunity of the other members to attend, is not sufficient. . .” 

In an Opinion numbered O-5667, dated November 

26, 1943, this Department stated as follows: 

“In the ease of a Board the statutory 

power or authority is to be exeoutea by the 

Board as a body, That is to say, at a meeting of the Boera duly assembled, end not by 

the individual and separate action of the 

members otherwise than as a boay . . . 

“mere, however, the Board has duly aotea as 

a boo, it may, by appropriate resolution, 

authorize the President, or any other officer 

of the college, to execute the instrument in 

the name, for and on behalf of the Board.” 

It will be seen from the foregoing that the 

Board must act as a body, and consent or acquiesence by 

the indivudual members acting separately is not su??icient. However, if the Board has acted as a body in 

authorizing the payment of expense acoounts, payrolls, 

rentals, etc., then it may, by resolution, aeSign@te 

the Chairman to exeoute the same on behalf of the Board. 

The construction placed upon the resolution under consideration by this department is that the Board does 

not contemplate approval as a body, but severally; 

therefore, such resolution would not be in ooniormity 

with the established rule regulating the affairs of a 

Board, and your question must therefore be answered in 

the negative. 

. 
Hon. John A. Hulen, - Page 5 Opinion No. V-286 

A matter t?omdtted to a State Board UW3t 

be acted upon as a body at a stated meeting, 

and the resolution of the National Guard Armory Board delegating authority to the Chairman or its Board to approve accounts, etc., 

by said Board would not be sufficient, If 

the State Board has duly acted as a body, it 

may, by appropriate resolution, authorize eny 

or its officers to act for and on its behalf 

as to specific items covered by such resolution. 

Very truly yours, 

ATTORNEY GEIIT4TERAL OF TEXAS 

SW:wb:sh 

Burned.1 Waldrep 

Assistant