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 ofthe Texas Student Publications Board, and specifically whether the Board is alegal 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 ofRegents ofthe University ofTexas System, whereby all assets ofTexas Student Publications, Inc., were transferred in trust to the Board ofRegents. The Declaration ofTrust recited that the operation of student publications at the University of Texas at Austin would thereafter be under the cont:rol and jurisdiction of aBoard of Operating Trustees, which wou1.d in turn be subject to the ultimate control ofthe Board of Regents. Texas Student Publications, Inc., filed Articles ofDissolution with t.heSecretary ofStat,e, who granted acertificate of dissolution, effective October 1, 1971. Article 1396-7. 12, V.T. C.S.sprovides that the dissolution ofanon-profit corporation by the issuance of acertificate 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 ifaction or other proceeding thereon is commenced within three (3) years after the date of such dissolution. Thus, for the limited purposes set forth inarticle 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 alegal entity. It has been succeeded by the Board ofOperating Trustees.

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You also ask whether the Operating Trustees may employ an attorney. The Declaration of Trust provides, inter alia: No action ofthe Operating Trustees shall have any force or effect unless included in the minutes and until ithas been approved by the President ofthe University ofTexas 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 ofRegents. Article 20. No expenditure shall be made by the Operating Trustees unless it is made inaccordance with and pursuant to abudget item that has been previously adopted by the Operating Trustees and approved by the Board ofRegents. Article 21.

. . .

. . . all funds utilized inthe operations of student publications are under the direct control of an agency ofthe University, the Operating Trustees
. . . . Article 25. According to the Declaration of Trust, the Operating Trustees may act only with the approval ofthe President ofthe University ofTexas at Austin, and may make no expenditure except inaccordance with abudgets item approved by the Board ofRegents. Furthermore, the Board of Operating Trustees is specifically declared to be ‘Ian agency ofthe University. ” The clear language ofthe Declaration ofTrust leaves no doubt as to its meaning, and we are obliged to construe itas written. The cardinal rule in construing written instruments is to ascertain and give effect to the intention ofthe parties, as expressed inthe language used by them. The instrument will be enforced as written, nomatter what the actual int,ent,ion oft,heparties may have been, inthe absence of a showing offraud, 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).

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Accordingly, it is our opinion that the Board ofOperating Trustees may employ an attorney only with the approval ofthe Board of Regents and the President ofthe University ofTexas atAustin, a4 required by the Declaration of Trust. SUMMARY Texas Student Publications, Inc., is no longer alegal ent.ity. The Board of Operating Trustees may not employ an attorney without the approval ofthe Board of Regents and the President ofthe University ofTexas atAustin.

Attorney General of Texas

Opinion Committee jad:

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