September 9, 1975 

The Honorable Oscar H. Mauzy 

Chairman, Senate Education Committee 

State Capitol 

Austin, Texas 78711 

Opinion No. H-686 

Re: Legal status of Texas Student 

Publications Board. 

Dear Senator Mauzy: 

You have requested our opinion regarding the legal status of the Texas 

Student Publications Board, and specifically whether the Board is a legal 

entity and may employ an attorney. 

In 1971, the officers and directors of Texas Student Publications, Inc., 

entered into a “Declaration of Trust” with the Board of Regents of the University 

of Texas System, whereby all assets of Texas Student Publications, Inc., were 

transferred in trust to the Board of Regents. The Declaration of Trust recited 

that the operation of student publications at the University of Texas at Austin 

would thereafter be under the cont:rol and jurisdiction of a Board of Operating 

Trustees, which wou1.d in turn be subject to the ultimate control of the Board of 

Regents. Texas Student Publications, Inc., filed Articles of Dissolution with 

t.he Secretary of Stat,e, who granted a certificate of dissolution, effective October 

1, 1971. 

Article 1396-7. 12, V. T. C. S. s provides that the dissolution of a non-profit 

corporation by the issuance of a certificate of dissolution by the Secretary of 

State: 

shall not take away or impair any remedy 

available to or against such corporation, its 

directors, officers, or members, for any 

right, or claim existing, or any l,iability incurred, 

prior to such dissolution if action or other proceeding thereon is commenced within three (3) 

years after the date of such dissolution. 

Thus, for the limited purposes set forth in article 1396-7. 12, Texas Student 

Publications, Inc. , ceased to exist on October 1, 1974. For all other purposes,, 

it ceased to exist on October 1, 1971. We therefore conclude that Texas Student 

Publications, Inc. , does not presently exist as a legal entity. It has been 

succeeded by the Board of Operating Trustees. 

pn 2985 
The Honorable Oscar H. Mauzy - Page 2 (H-686) 

You also ask whether the Operating Trustees may employ an attorney. 

The Declaration of Trust provides, inter alia: 

No action of the Operating Trustees shall 

have any force or effect unless included in 

the minutes and until it has been approved 

by the President of the University of Texas 

at Austin . Article 19. 

No budget or budget amendment adopted 

by the Operating Trustees shall have any 

force or effect until such budget or budget amendment has been approved by the Board of Regents. 

Article 20. 

No expenditure shall be made by the Operating 

Trustees unless it is made in accordance with and 

pursuant to a budget item that has been previously 

adopted by the Operating Trustees and approved by 

the Board of Regents. Article 21. 

. . . 

. . . all funds utilized in the operations of 

student publications are under the direct control 

of an agency of the University, the Operating 

Trustees . . . . Article 25. 

According to the Declaration of Trust, the Operating Trustees may act only 

with the approval of the President of the University of Texas at Austin, and may 

make no expenditure except in accordance with a budgets item approved by the 

Board of Regents. Furthermore, the Board of Operating Trustees is specifically 

declared to be ‘Ian agency of the University. ” The clear language of the Declaration 

of Trust leaves no doubt as to its meaning, and we are obliged to construe it as 

written. 

The cardinal rule in construing written instruments is to ascertain and give effect to the 

intention of the parties, as expressed in the 

language used by them. The instrument will be 

enforced as written, no matter what the actual 

int,ent,ion of t,he parties may have been, in the 

absence of a showing of fraud, accident, or mistake. Cutrer v. Cur= 334 S. W. 2d 599, 606-07 

(Tex. Civ. App. --San Antonio 1960), aff’d, 345 

S. W. 2d 51.3 (Tex. Sup. 1961). 

p. 2986 
The Honorable Oscar H. Mauzy - Page 3 (H-686) 

Accordingly, it is our opinion that the Board of Operating Trustees may 

employ an attorney only with the approval of the Board of Regents and the 

President of the University of Texas at Austin, a4 required by the Declaration 

of Trust. 

SUMMARY 

Texas Student Publications, Inc., is no longer 

a legal ent.ity. The Board of Operating Trustees 

may not employ an attorney without the approval 

of the Board of Regents and the President of the 

University of Texas at Austin. 

Attorney General of Texas 

Opinion Committee 

jad: 

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