### 659-

OFFICE OF THE AmORNEY GENERAL OF TEXAS AUOTlN

==z

Xoaarabie X. 0. Blowers searotary of mato Austin, Texas Dear a.-1 Attention or Ml?.

parties who sent in the fridarit to the erfect rly authorizml an6tluxa Tiebare been aeked ocom~lished 71Of noproosdurs

andwewould like an Department aa to what **procedure** should anamendmentrbcitea on ite 

### faoo that thorizea, and later eoldsnca .ie mbtnittoa showing tPat it 

### 19asnot progarly authorized.* Theabow mntfonud aarendmontw&sriled byXiwarro County Eleatrlo Cooperative, Ina., in proper Porn arA approved ae filed on the date atated in your Lettsr.660

.

lionorable K. 0. Flosara, Page 2

Yequote from the letter of the Honorable Beauford Hi Jester, Attorney for l?avarro County ~lectrio Cooperative, fua. addressed to fIOAOmbl9 M. **0.** ylowars, Secretary ?f state, Texas, July 10, 1940, as rollowsa Aust II, 1
*It developed after, the filing of this amendmentthat a majoritp vote **or** the ImAbers, either p?esant in person or by proxy, OSthis Ca-operative was ~0% obtained. at the annual neetily. This resulted in the RpTal ~leotrifiaation fd.i~ttitiOA dsolaring th3 eleotion or n~n3 direotora

. a1 am.lnreoelpt 0r lnatruotlona from the Rural x3.00- tririCStiOA Admihiatration 

## toprepare ASW by-laws whioh the dlreotora will anaot, andalso to withdraw the above nentionad amendmentto the artlalea of i$oorporation.

“1 would be pleased to obtain your opinion and diraotions aa to the proper **and** effeotive wayto withdraw thia above mentioned aaandaeat to the artioles of inoorporation of th5.aCo-operatim, whiab is on file in your offioe. *It is apparent that fifty-one per oent of the 

### memberahlp not being ptiesent 

### in person or by proxy to 

### amensthe original artloles of inoorporation mkes the above i?LaAtioAed amendmentof 

### nolegal force andefieot. xt oooura to aa that in the affidavit by the President and Saoratary, who signed the amendment, to the effect that it -8 arterwarda aaoertained that a legal quorumwas not >rase& and that their affidavit to the amendmentwaberroneous, and that the aniendaent ia in truth andin faot of ~0 legal 

### erreot baoauaa oi thee8 faota, would be auffiofant for your OHice to oanoal andwithdraw the aaendaent from your raoords.

. L.u Under the above mentioned 

### omen&aant Artiola 4, SsotiOn 1, of ;irtiole 7, Saotiona 1 and Z of Artlola 8

### Ofthe OrigiA31 3l?Zfd.33 of inoorporation of the Navarro County Electric 

### CoOperativS ,)IL&O., w3p3 anended, aAd hrtioie 0 was added 

### to the original mi0i38d the Xavarro County Eleotrio eooperatlve, Iu0.__._~~ - 

### 661

Honorable M. 0. Fl0wara, Page 3

TheNavarro County Eleotrio Cooperative, Ina., was icoorporated under Article 1528b, Vernon’s Annotated CiriL **!%&Ut88,** tilah $13**eOSl3OPly kaOwn**  **t%d @it&d**  **06 t&e**  **waeotric** Cooperative Corporation Aote, 1937. Aots of the 45th Legislature,

- **r0iims:** Sections 28 and 36 of Article L528,,supm, read aa

*3eotlon 26. **A** corporation amymend **it-a** articlea of Incorporation by a majority rota or the mambera,prasent in person or by proxy at any regular mabting, or at any apeoial meeting, of its msmbaraoilled for that pur- ;;OS3. Thepower to amecd shall ii~oluds the po*nerto acoom?llsh any desired change in the provialona or its artioler of lnaorporstion and to inolude any >urpoee, povrer, or provision nhioh would be authorized to **be** inaluded in orLglna1 artiales of l.ncor;oration ii eseoutad at the time tne amendzjnt is made. Articles Of 

### &??3A&lSAt alaed by t&epresident or vica-Freoident, andattested by the eeoretaryeertifying to such amendmentandIts lawful edogtion shell be executed, acknowlad.ged, filed, andrecorded in tk same!zannaras the original artlolea of incorporation of a corporation orgeslzed under this Aot; end as soon aa the Secretary of State shall hare accepted tbhearticles of amandmentfor filing and recording, an6issued a certificate of ’ amendment, the amandmant. or amendmentsshall be in affect snd the certitioate 

### Or the Seoretary of 3tsta shall be evidence of euoh fl1ing.e 

### "3aotion 36. This .Iot is ooupleta LnItself 

### ana shall be controlling. Theprovisions of any other Law of ,this State, except as provfded in this .ict, shall not apply to a corporation organized, or in prooess of orEWIlaation, under tkia Mt.” titer a oareful se&ah of tha statutes an4 other authorltlea weare unable to find any authority **that** would authorize tha Seoretary of State to oanoal or withdraw the above mentioned amendment, therefore, you ara raspeotiullY adylsed that **the** Searotary ot State does not have the Legal right, power or authority to canoe1 or withdraw the above mantioned amendment.Honorable K. 0. Flowery, Page 4

Themannoror method or 

### prooeduro byivhioh the above montloced amendmentmaybe nullltied is to be determined by tlm Ravarro County Zleotrlo Cooperative, Ino., apd is a mattqr whioh thlr Departsent haa nolegal authority to pass upon.

Trustl~ that the foregofng fully snsiiers 

### you lnq~iry, we

### are Yours very truly hT‘l'ORTI3Y

GEES'XAL

OF!WCAS

EDJUL25, 1940

ATTORNEY

GEXERAL

OFTEXAS

**COMMITTEE**