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 an6 tluxa 

Tie bare been aeked 

ocom~lished 

71 Of no proosdurs 

and we would like an 

Department aa to what procedure should 

an amendment rbcitea on ite faoo that 

thorizea, and later eoldsnca .ie mbtnittoa 

showing tPat it 19as not progarly authorized.* 

The abow mntfonud aarendmont w&s riled by Xiwarro 

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 

Ye quote 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 amendment that 

a majoritp vote or the ImAbers, either p?esant in person or 

by proxy, OS this 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 .ln reoelpt 0r lnatruotlona from the Rural x3.00- 

tririCStiOA Admihiatration to prepare ASW by-laws whioh 

the dlreotora will anaot, and also to withdraw the above 

nentionad amendment to the artlalea of i$oorporation. 

“1 would be pleased to obtain your opinion and diraotions aa to the proper and effeotive way to withdraw thia 

above mentioned aaandaeat to the artioles of inoorporation 

of th5.a Co-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 amens the 

original artloles of inoorporation mkes the above i?LaAtioAed 

amendment of no legal force and efieot. 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 quorum was not >rase& and that 

their affidavit to the amendment wab erroneous, and that 

the aniendaent ia in truth and in faot of ~0 legal erreot 

baoauaa oi thee8 faota, would be auffiofant for your OHice 

to oanoal and withdraw 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 Of the 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 

The Navarro 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 amy mend 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 msmbara oilled for that pur- 

;;OS3. The power to amecd shall ii~oluds the po*ner to 

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&e president or vica-Freoident, and attested 

by the eeoretaryeertifying to such amendment and Its 

lawful edogtion shell be executed, acknowlad.ged, filed, 

and recorded in tk same !zannar as the original artlolea 

of incorporation of a corporation orgeslzed under this 

Aot; end as soon aa the Secretary of State shall hare 

accepted tbhe articles of amandment for filing and recording, an6 issued a certificate of’ amendment, the amandmant. 

or amendments shall be in affect snd the certitioate Or 

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

"3aotion 36. This .Iot is ooupleta Ln Itself ana 

shall be controlling. The provisions 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 we are 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 

The mannor or method or prooeduro by ivhioh the above 

montloced amendment may be nullltied is to be determined by 

tlm Ravarro County Zleotrlo Cooperative, Ino., apd is a mattqr 

whioh thlr Departsent haa no legal 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 

EDJUL 25, 1940 

ATTORNEY GEXERAL OF TEXAS 

COMMITTEE