OFFICE OFTHE AHORNEYGENERALOFTEXA8 

AUSTIN 

-c- 

-- 

Ho 

J 

orah win. r. Larraon 

rotary or state 

iwtin, Tms 

Bear Sir: 

Yuoh 0, 1941, 

ac)nfi oa the abo 

puwt readat 

t of ymr letter of 

on of this departux letter of lmwre Znmranae canrowwal ol its 

oi k?tialr 1515 (a) 

isat that thlr 

meat iwur8rlee 

now ba &ranted a 

co&g to Se&ion 1E'of that artfole tkeir 

ohertera *are exgresLlp oontlnued in soroe 

during the ,terms or said cthartexw'. Tbet sot 

was 

r 

wed In 1053. In 1959, Artiole lSl5 (a) 

and b) WLR peesed prooidbg #at the Searetary of State aould extend the oerprate ex+3- 

tenoe of a company lnwrporated for any purpose 

authorized *uadei thim titlet. ThiP aot else 
Honareble 'ifur .I. Lawson, Page 9 

provides that the filin& roe to b4 paid shall 

be such fee as th4 aorgoratlon would be required to pay ii it were agplying for ar new 

charter. The sat ~150 reqdrse that 32x4 Sscrotary of Stats find that the coworation is 

solvsnt and its capital unimpaired. In this 

deae, the Seerstary ot 8tate could not now 

.grant a charter to a state-wide mutual inruranc4 company and w4 aould net find that its 

capitol is unimpaired, as it has no capital 

mto4k. 

WI rim of these fbot8, we wi8h to request 

an oplnibn fP0A you3 Ihagartaent 48 to wbsther 

th4 Seoretacy o? State ie authorized to grant 

an extension ol ths Corporate srlatsncs of a 

mutual assessment iwuranoe assoaiation under 

Artfale 1315 (a) and lb).* 

The facts disoloued in the affidavit of Xr. A, B. 

Bratmen, Secretary o:’ Texail Indmgendecce Lit4 Imurencs Company, which accompanies your letter of inquiry show that 

Texas Iridependence Life Insurance Company wee i ncorporated 

tar a terr.of 40 years from th4 Bth day of January, A. 9. 

1899. Thus'it is s44n that the ehartsr of sueh company exgired by operation of law on the Hth day of January, 1941. 

The 43rd Legislature peswd BOUW Bill Ro. 505, 

now ICWWA as ChapteD 6a, Title 70 or the Revised Civil Statut48, which wan de&kg&d to place'all oorporatiocs doiw an 

icearaneo business nbt then uadelr the supertlrion of the In6urance Department by virtue or a pertinantrtatute under 

their supsrrision. 

It WE provided in such bill, oow Section l!:of 

Article 4889fr 

"Sac. 1. Any aorpomtion organized 8nd 

ineorgorated under a pre-existing law in this 

State without capital etooEr and net for profit, 

whioh low has been mended or repealed or r4- 

maoted, and which was oocratin~ *ad actually 

oarrying on in this ribate imsdiatsly prior to 

January 1, 1933, the state-wide businew of 

o;Utuallp !:rOteotiag Or inSum$ the liV4s Of 

its zmzbars by dsseasraents ijade upon ids mmhers my coxgly with the t4rms ot this Aot, 

subject to ths subsequent provisions heroot.* 
“: 

Eonezable Wm. t. lawaon, Page 3 

i%dtien e of 5ueh artlclo protides that any oorporatlon d8so~fbd in seetion 1 thorsof cf3uld avail itselr or th8 

rlghte an6 privileges sonfsrred by l wh law conditioned that 

they did 80 within sir m&m after the effeottve date or the 

ret. 

The %xas Independenoe Life Insurance Company did 

avail ttesli of the privileges conferred by eu5h law and has 

siaoe operated under and has been known and acnunonly referred 

to aa ,a SOS company. 

It was the legielatlva intention a8 expreseed in 

Rouse BU.l SC3 to 8x ressly repaal all ohartem or ineurame 

oompanlea then inex ! st8nce whloh failed or rofused to qualify thereuader with, of eourae, axaaption of those qualifiad 

under ether pertinent atatut8a. Seotion 14 thereor provided 

in paPt: 

The charter of eaah eorpavation 

in thz &&; entitled to comply with the terms 

or thin Aot wblcrh does mt make applfoation to 

do l o within six (01 month6 after th8 bet shall 

Thus it ia seen that the legislative intention rslatlve to euoh corporations is plait&y, intelligently and unmistakably expressed. They provldod, aa they were required to 

do, that the oharters of all corporations qualifying thereunder were to bs wexpressly oontlnued in rorce duri 

t:mm of said ohart8rsD (Undersooriog ours). TK&iSnot 

have repealed the existing charters without offering thea 

opportunity to Qualiry under the regulatory far. 308 New 

Orlean Wataxworlu Com.pany V. Riv8ra, Louisiana, 115 U. 3. 74, 

eo L. Rd. 52x5. Th8 Legislature dib hot th8n provide that 

the ohertern of those oorpcratlons qualifyiog we- to b8 
Honorable mu. 5. L&w#ori, Page 4 

thereafter rehew& or l xteaded. Statutory authodty for r8- 

WWiiIg and extendin& sueh ehertern wa* not then efi@t8ot and 

was nowhere provided for at that tlsls. If maeh authority na 

OXiOtS it ill by reallon of &vtioltv$l315 (a) aad (b) lpasred at 

the Re&ar and rirbt Called 8waions respeatively of the 

45th Le&kturar AFti 1315 (a) reada: 

WSubj80t to a finding by the Seoretary of 

3%atO aa herolnaitar provided, any private OOFporation organized or inoorporat+d for any purpose or purpo8os authorised under thl8 Title, 

at any time within ton (10) yearn prior to the 

8xpiratloa or ltr ehartes, or any extension 

thareot, my l xtenb 6uoh ahurter and the oorpOPat exbtenoe Or 6ueh oePpoPation for an additlonel period 0r not to aoeed rirty (so) 

yearn from the expiration date or the original 

ohmter, or any *rte~%rlon themOf, with all 

the prlvilege8, pou8ra. iarmunitiecl, ri&ht or 

sueo*88lon by it6 eorporPte name, and rights 

0r property, real and srsonal 

he1 ii 

p a~~$m!&md 

by it at suoh 8xp ration 

@ala8 iXlt8llt~ and pUI'pOE38B BS UpOn &&B&l 

inoorporatlonl The nmnnor 0r extendi 

suoh 8herter mhll be by a resolution ?LY%ting, adopted at any annual or ~peoialmestiag Of stoohholdera oallod ior that purpose 

by rtookhold8rm holdin$ a majority or the 

ehar88 or capltel stooh or SuOh corporation 

then outstandi 

% 

suoh nsolution to speoify 

the period 0r t 8 ror whioh the ohmtar 141 

exttildod, and a OOpf Of suoh rOlVOlUt%Oo, duly. 

aertifled by the seoretary of the oorporation, 

Wld8r the aorpamt~ asal, ehnU be riled and 

r8eOrd8d in the Ofrio Or the S8Qr8tBX.y Of 

state. upon the adoption oi' such resolution 

and the riling or a Oertifled oopy thereof with 

the S8oretary Of State tog8th8r with ~pZU%Qt 

of the filfag r88 hem& presOribed, the Ohaxtar and OOPpOPUt8 existence Of such OOrpOI'atiOn 

may be 8rtSnded for the additional period Of 

tiIII8 reafted in suoh reeo2ution. The filing 

fee to b8 paid for say euoh extarmion Or a 

Ohart shall be eueh f80 aa oaid oor9oratloo 

would be required Under the Statutea Of Texae 
Honorabla Wm. 3. Lawson, Page 5 

to pay in the event it was then applying for 

8 new charter instead of ertonding it@ then 

eristing oharter. 

*8~0h etien0l)ion8, however, may be made 

only in instaneeiu where the Beoretary of State 

shall have feund, artes proper investigation 

that such aOrpOration in solvent end it8 oap f - 

tal unimpaired.’ 

Artictlo 1315 (b) read88 

"The proviaion8 of Art1010 1515(a) @hall 

extent to and inelude all private oorporationa 

incorporated under the general laws of Texas. 

The period OS ten (10) years prior to the erpiratlon of the charter or any extension thereof referred to In Article 1315(a) shall inelude the period of time during whiah auah 

Oorporntion rpay hare continued ito existence 

under the provieioae of Article 1359 of the 

Revised Civil Statutes of 1922.e 

The settled rule of construction or grant8 by the 

Legislature to cOrporationa whether publio or private, is 

that only swh powera and right8 oan be exeroieed under them 

aa are olearly aomprehended in the words of the aot or derived therei’rom by necessary lmpliaation. Any ambiguity or 

doubt arising out of the terms used by the Legislature muat 

be resolve~d In favor OS the publio. Sutherland DA Statutory 

Con8truutlon. p. 429, oltlngr Petersburg Y. kietzher 21 

Ill. 2058 Btet8on f. Kempton, 15 MaEa. 2723 Warahaohfe v. 

BrOwn, 67 Tax, 519, and other authorftiea too numoroul) for 

oltatlon herein. 

This rule of atrfot OOnBtrUCtiOA iB dieoueeed at 

great ls@th in Th~%peon on Corporations, Vol. 1, p. 397, 

whe,rein he dloouesed and quotes from the case of Paoker v. 

Sunberry & Co. R. Co.,.19 Pa;). St. 211, ae follows: 

-Rut to justify a strict aonmtructfon it 

i8 not nooe88arg e0 oowider the nature and 

olroumatances of the gartieular law before us, 

for it belows to a olaa8 of atututee whiah, 

by a long establiehed and well defined rule of 

interpretetion in all the etateaof the UA~OA, 
L 

‘; 

234 

Honorable Wm. cf. Lawtaon, Page 6 

as wall a# in -land, ?iurt reoeive and unlfowlg ham moeivti the strictest possible oonstruotion. All sots o!' incorporation and aota extendApplyin 

ole 1315 (a) and 1 

the above rule6 of aonstru0tlon to Artib), can it be urged thtst there is no doubt 

but that auoh rant o? authority Is extended to the Taxas 

Indapendanoo Lf fe Insurancrcl Onnpanp and other8 Biailarly 

situated? Artlale 1315 (a) expreusly provides that the 

resolution to extend the eorporatb life nust be .. . . adoptad at any umual or speoial meting oi eto0k:holdera . . . 

by stoakholder$ holdina a majorits of the shares of aagital 

atoa,. . ." [U ndersaoring ours.) rt 1 ? th ld d 

m*rtmh extenaiona, however, may be ~dtb%l~i%atk!ea 

where the Secretary of State shell have found . . . the aorporation solvent and its capital &nisnpalred." Sinocl there 

are no stookholdara in a mutual llfa ineuranoe 0o~pany to 

pass the raaolutlon requimd, and sin00 suoh oOrpOratiOn as 

oreated with ut capital atoak and presumably ar a non-profit 

aorporntion 

%, 

required findings of the Seoretary of Stats 

are rendered ~oesib1.e of performanoe. 

Although the mrding of Artlols 1315 (b) is apparently broad enough to utiver all oorporatlonr, it is our opiuion that Artiola 1313 (a) and (b) considered togsther,were 

not intended to nnd do not emaompa118 the type of oor$oration 

involved in this opinion request. It neoesaarily follow8 

that your request is answered in the negative. 

Yours very truly 

A!L'TCRNEYGX'J.ERAL OF TEXAS