## THEA'ICTORNEYGENERAL OF TEXAS AURTIN. **TNGXAS** 78711 February 14, 1977

The Honorable Charles LeMaistre Opinion No..H-943 Chancellor The University of Texas Re: Operation of the 601Colorado Street Texas Medical Center Austin, Texas 78701 Central Heating and Cooling Services Cooperative Association. Dear Chancellor LeMaistre: You have requested our opinion regarding the operation of theTexas Medical Center Central Heating and Cooling Services Cooperative Association. Article 4447r,V.T.C.S., permits certain "eligible institutions" to form a cooperative association for thepurpose of providing a centralized system of heating, cooling, laundry and other services at the Texas Medical Center inHouston. "Eligible institutions" isdefined to include only "health-related state-supported institutions . . .and nonprofit health-related institutions. . . ." Sec. 2(l). Among other powers, the cooperative association so formed is authorized

to acauire. own. and operate a system or systems on.a cooperative basis solely for the benefit of the eligible institutions whiz are members of the association . . . .Sec. 3(l). -- (Emphasis added). You'ask whether the Texas Medical Center Heating and Cooling Services Cooperative Association, a cooperative association established pursuant toarticle 4447r,V.T.C.S., may furnish services to an "eligible institution" which isnot amember of theAssociation.

p. 3941The Honorable Charles LeMaistre -page 2 (H-943)

In our opinion, the statute's use of the term "solely" prohibits theAssociation fromproviding services to any institution which ,isnot amember thereof. You have not suggested that the furnishing of services tonon-members would be of nobenefit to them. A Texas court has held that "solely"

has adefinite meaning. It isdefined by the Century Dictionary as: 'Singly;alone: only; without another.' Consolidated Underwriters v. Wilson, 111 S.W.2d 865, 866 (Tex.Civ.ApE --Texarkana 1937,writ dism'd). See also Standard Life &Accident Insurance Co. v. Roberts, -- -- 318 S.W.2d 757, 761 (Tex.Civ.App. --AmariE m58, writ dism'd). Other courts have added that "solely"means "to the exclusion of other purposes, persons, etc.;merely; entirely; wholly. . . ." Bergsvik v. Bergsvik, 291 P.2d 724, 730 (Ore. 1955). And theUnited States Supreme Court has held that theuse of "'[slolely' leaves no leeway." It means "exclusively." Helverinq v. Southwest Consolidated Corp., 315U.S. 194, 198 (1942);?tockt;n2{ai;;r Industrial co. v. Comm'r of Internal Revenue, 216 . , 645 (9th Ez.7954) - By contrast, article 1396-50.01, V.T.C.S., the Cooperative Association Act, states only that thepurpose of a cooperative association formed thereunder shall be "for theprimary and mutual benefit of themembers of the association." Sec.7 (Emphasis added). And article 5740,V.T.C.S., which deals with agricultural marketing associations, specifically provides that "any . . .activities may extend to nonmembers. . . ." In contrast to the language used inother cooperative association statutes, article 4447r permits the operation of the association "solely for the benefit of . . .members. . . ." Sec. 3(l). "Solely" has a clear and well-defined legal meaning, and the Legislature must bepresumed to have carefully chosen the statutory language. It is therefore our opinion that theTexas Medical Center Central Heating and Cooling Services Cooperative Association may not furnish services to non-members.

p. 3942The Honorable Charles LeMaistre -page 3 (H-943)

SUMMARY A cooperative association established pursuant toarticle 4447r,V.T.C.S., such as theTexas Medical Center Central Heating and Cooling Services Cooperative Association, may not furnish services to non-members. Very truly yours,

Attorney General of Texas APPROVED:

, Opinion Committee

p. 3943