KEN PAXTON 

ATTORNEY GENERAL OF TEXAS 

February 3, 2016 

The Honorable Larry Phillips Opinion No. KP-0062 

Chair, Committee on Homeland Security 

and Public Safety 

Texas House of Representatives 

Post Office Box 2910 

Austin, Texas 78768-2910 

Dear Representative Phillips: 

Re: Questions relating to the pos1t10n of 

Vice Chairman on the Maverick County 

Hospital District Board of Directors 

(RQ-0044-KP) 

On behalf of the Maverick County Hospital District ("District") you ask three questions 

concerning the District's governance. 1 You first ask our opinion on the validity of the position of 

vice chair. Request Letter at 2. Assuming its validity, you then ask whether the vice chair 

automatically becomes the acting chair upon the chair's resignation. Id. Finally, you ask whether 

the vice chair continues as the acting chair until the District's board of directors appoints a new 

chair or until the expiration of the resigned chair's term. Id. at 3. 

As background, you tell us that the chair of the District resigned from the board of directors 

("board"). See id. at 2. You state that at a subsequent board meeting, "a dispute arose among the 

Board members as to whether the Vice Chairperson should automatically move into the 

Chairperson position." Id. You inform us that "[a] director also disputed whether the Vice 

Chairperson position was valid since the District's enabling legislation, Chapter 1118 of the Texas 

Special District Code, did not specifically provide for the position of Vice Chairperson, even 

though the Bylaws authorize such a position." Id. With this background, we consider your 

questions. 

The District is a hospital district created under the authority of article IX, section 9 of the 

Texas Constitution by special law codified at Special District Local Laws Code chapter 1118. See 

TEX. SPEC. DIST. CODE §§ 1118.001-.253, .002 (noting creation under article IX, section 9 and 

citing Act of Apr. 29, 1965, 59th Leg., R.S., ch. 172, § 1, 1965 Tex. Geri. Laws 360, 360); see also 

TEX. CONST. art. IX, § 9. Such a district may exercise only those powers that are "expressly 

delegated to it by the legislature, or which exist by clear and unquestioned implication." Tri-City 

Fresh Water Supply Dist. No. 2 v. Mann, 142 S.W.2d 945, 946 (Tex. 1940); see also Jackson Cty. 

Hosp. Dist. v. Jackson Cty. Citizens for Continued Hosp. Care, 669 S.W.2d 147, 154 (Tex. App.-

1

See Request Letter from Honorable Larry Phillips, Chair, House Comm. on Homeland Sec. & Pub. Safety, to 

Honorable Ken Paxton, Tex. Att'y Gen. at2-3 (Aug.14, 2015), https://www.texasattorneygeneral.gov/opinion/requestsfor-opinion-rqs ("Request Letter"). 
The Honorable Larry Phillips - Page 2 (KP-0062) 

Corpus Christi 1984, no writ). Implied powers are those that are "indispensable to .... the 

accomplishment of the purposes" for which the special district is created. Tri-City Fresh Water 

Supply Dist. No. 2, 142 S.W.2d at 947. 

Article IX, section 9 generally provides that the purpose of a hospital district is to provide 

"medical and hospital care for its needy inhabitants." TEX. CONST. art. IX,§ 9; see also TEX. SPEC. 

DIST. CODE§ 1118.lOl(a)-(b) (providing that "district has the responsibility of undertaking [and 

shall undertake] any measure, consistent with Section 9, Article IX, ... and this chapter, that the 

board determines is necessary to provide hospital and medical care to the district's needy 

residents"). Yet, article IX, section 9 is silent regarding the governance of the hospital districts 

created thereunder. See TEX. CONST. art. IX, § 9. Relevant to the District's governance, chapter 

1118 of the Special District Local Laws Code provi~es that the District's board, "elected by district 

voters," shall consist of five members and that the "board shall elect from among its members a 

·president, a secretary, and a treasurer." TEX. SPEC. DIST. CODE§§ 1l18.051(a), .055. Because of 

the use of the word "shall," section 1118.055 imposes a mandatory requirement that the District 

elect a president, secretary, and treasurer. See id. § 1118.055; see also TEX. Gov'T CODE§ 311.016 

("'Shall' imposes a duty."). The silence of section 1118.055 regarding the office of vice chair 

means only that the District is not required to elect a vice chair: It does not serve as a prohibition 

against the election of a vice chair. 

Section 1118.105 authorizes the District to adopt rules "for the efficient operation of the 

district." TEX. SPEC. DIST. CODE§ 1118.105(a); see also id. § 1118.101. This office has said that 

special districts and political subdivisions may adopt governance rules under such authority 

provided that the rules are consistent with other applicable constitutional and statutory provisions. 

See Tex. Att'y Gen. Op. Nos. GA-0412 (2006) at 2 (stating that hospital district may adopt 

Robert's Rules of Order to govern its meetings), DM-228 (1993) at 3 (recognizing that a 

commissioners court may adopt reasonable rules that are consistent with relevant law to govern its 

meetings). You tell us that pursuant to this authority the District has adopted bylaws to provide 

for the governance of the District, which bylaws provide that Robert's Rules of Order shall govern 

parliamentary procedure. See Request Letter at 5-6. The bylaws provide for the election of a vice 

chair. See id. at 4; see also id., Appendix D § 5.1 (Bylaws, Board of Directors, Maverick Cty. 

Hosp. Dist.) (on file with the Op. Comm.). To the extent the position of vice chair promotes 

efficient operation of the District by allowing for the continued governance of the board in the 

absence of the chair and thus serves the District's purpose of providing medical and hospital care 

for the needy inhabitants, providing for the office of vice chair is within the scope of the District's 

implied powers. Moreover, a rule adopted pursuant to section 1118.105 to provide for the election 

of a vice chair differs from but does not conflict with section 1118.055, which neither requires nor 

prohibits the position of vice chair. See Tex. Att'y Gen. Op. No. GA-1079 (2014) at 3 (recognizing 

that an irreconcilable conflict involves a direct conflict such that "it is impossible to comply with 

both provisions at the same time") (citing State v. Jackson, 370 S.W.2d 797, 800 (Tex. Civ. App.-

Houston [1st Dist.] 1963), ajj"d, 376 S.W.2d 341 (Tex. 1964)); see also Tex. Att'y Gen. Op. No. 

GA-0369 (2005) at 4 ("Mere difference is insufficient to constitute an irreconcilable conflict."). 

Accordingly, a court would likely conclude that the position of vice chair on the District's board 

is valid. 
The Honorable Larry Phillips - Page 3 (KP-0062) , 

Your remaining questions concern the role and duties of the vice chair upon the resignation 

of the chair. Request Letter at 2-3. Chapter 1118 provides that directors serve staggered fouryear terms. TEX. SPEC. DIST. CODE § 1118.051(b). It also provides that the board shall elect its 

officers at the first meeting after each director's election. Id. § 1118.055. Thus, if some directors 

are elected by District voters in an election every two years, then the board shall elect its officers 

as frequently. But as chapter 1118 does not provide for the position of vice chair, it does not 

expressly outline the role of the vice chair after the resignation of the chair. Thus, your remaining 

questions involve only the District's governance documents and are not questions determined 

purely by reference to Texas statutes or the constitution. The bylaws of a special district are 

analogous to the charter of a municipality in that they are the governing documents for the different 

entities. And this office typically does not construe municipal charters out of deference to the city 

official's authority to construe their own charter. Tex. Att'y Gen. Op. No. JC-0035 (1999) at 3. 

Accordingly, we do not address these questions and instead leave it to the District's board to 

determine the role and duties of the vice chair upon the resignation of the chair. 
The Honorable Larry Phillips - Page 4 (KP-0062) 

SUMMARY 

A court would likely conclude that the position of vice chair 

on the board of the Maverick County Hospital District is valid. 

Absent guidance from chapter 1118 of the Special District 

Local Laws Code, questions regarding the role and duties of the vice 

chair upon the resignation of the chair are for the District's board to 

resolve. 

CHARLES E. ROY 

First Assistant Attorney General 

BRANTLEY STARR 

Deputy Attorney General for Legal Counsel 

VIRGINIA K. HOELSCHER 

Chair, Opinion Committee 

CHARLOTTE M. HARPER 

Very truly yours, 

~?~ KEN PAXTON 

Attorney General of Texas 

Assistant Attorney General, Opinion Committee