# THEATTORNEYGENERAI.

OF TEXAS

PRICE DANIEL ATTORNEY

GENERAL AUSTXN aa. TEXAS

Feb. 25, 1947

Hon. Paul H. Brown Opinion No. V-47 Secretaxy of State Austin,~ Texas Ret Proper time for filing and recording in office ofthe Secrcsasy of State a fesolution Y~a4Wia8 t.hecerporat* term of a railroad corporatie* pur#uant to the provisions of Article 6268, and prepes ferm for said reaolutiea and itr accempanyiag c4rtificatf7,

Dear Sir?

You hrvs raguested an opiaien frem this department as to whe,ther or not it would be pcrmiraibla fer a railread 

### %srporation to file the resolution r.4nsffvinoits :amrperate term with the office of the Secretary (DE State before the expiration of the current cosporrte period, The,problem of when saGb resolution should be filed turns on the construction, ef Article 6268 which **raadu** as fellows;

“The marmot 4 srnwia~ a raillead carporation which has expired by 

### iapm af rims shall be a8 SollQW%

“1, By a rer&utioa 19w&Mingadopted by a majority of threa-fe$aWtha of WI storkho~~eps of the company rt a reg,ula* meeting of the stockholders, specifying thenperiod of time for which the corporation is renewed.

“2. Those desiring a renewal ofthe corporation shall purchase the stock of those opposed thereto at its current value.

“3. The reaolution, when adopted, shall be certified to by the president of the company: and he shall state inhis certificate thereto that it was adopted by
amajority vote of three*fourths of all the stockholders of said cempany at a regular meeting of such steckhclders, and that the stockholders desiring suchHon. Paul H.,Bpown - Page 2 Opinion No. V-47

renewal have purchased the stock of those who oppose such renewal, and such certificate shall be attested by the secretary of the company under the seal of the company.

““4. Said resolution and certificate shall be filed and recorded in the office ofthe Secretary of State, and the renewal of said corporation shall date from said filing.”

This article is to be found in Title 112,R,C,S., 1925, entic tled “Railroads’” and as specific legislation applicable to raflread corporations provides the exclusive method of renewal or extension of railroad charters, the statutes relating to renewal of corporate charters generally being inapplicable. 13Amer. Juris. p. 228, 585.

The phrase inArticle 6268 which causes doubt as to the proper time for filing such resolution is as follows: *The maaae r of renewing a railroad s-erposation which has e ired by la se of time shall be as follows: j ~/ ’ (Em~s~d--fE--TmFuiscored language is viewed alone and given its literal meaning, the steps of renewal which are then enumerated would seem to be a sequence to the expiration ofthe railroad corporation with the result that steps accomplishing a renewal could not be takea until the full period of cerporate existence was at an end; however, this article mu&tbe **wad** in connection with the other articles which provide for the creation and existence of railroad corporations, most of which were originally enacted in 1876 and all oftwhich comprise Chapter One entitled “‘Charters and Amendments* of Title 112. These articles are not numerous and may be briefly summarized. Article 6259 gives the minimum number .ofincorporators; Article 6260 requires a railroad corporation building or operating, etc., a railway in the state tobe chartered under the laws of Texas; Article 6261 regulates the amount of stock subscription and the amount to be paid iw Article 6262 gives the requisites for the articles of incorporation and reads as follows:

“The persons propesing to form a railroad corporation shall adept, and sign articles of inzorporati*n, whieh shall nnta5th:

“‘1, The name of ,the**propmued**corporation.

*2, The places from and to which it is intended to censtruct the proposed railroad, and the intermediate counties through which it is proposed to construct the same. Local suburban .railways may be constructed for any distanceless than ten miles from the corporate limits of any city or town, in addition 

### tosuch mileage

as they may ‘have within the same; and in such

case the general direction shall be given from the beginning point.

**‘ “** **3.** The place at which shall be established and maintained the principal business office of the proposed corporation.

**“ 4.**  The time of the commencement and the period of the continuation of the proposed eorgoration.

‘“5. The amount of the capital stock of the CorpoPrtion.

“6. The names and places of **residence** of the several persons forming the association fox incorporation.

**‘ “** **7.** The names of the members ofthe first board of directors, and inwhat officers or persons the government of the proposed corporation and the management of its affairs shall **be vested.** 

“8. The number and amount of shares in the capital stock of the proposed c,ospo+ation.w

Article 6263 provides that the Asto~rney General approve the artitles of incorporation an,dattach thereto a certificate to that effect. Article 6264 provides **for an** afiidavit to the amount of subscriptions, etc., sworn toby at least three of the directors, and to be recorded with the articles oi iccorporation in the office of the Secretary of State. Once these steps are taken “‘The existence of such corporation shall date from the filing of the articles of incorporation in the oddice of the Secretary of State, and the certificate of the Secretary of State ‘under the seal of the State, shall be evidence of suc’h filingO” Artic.le 6265; but ““No railroad corporation shall be formed to continue more than fifty years, but such corporation may b,erenewed from time to time for periods not longer **than**fifty years.” Article 6267. Article 6268 has previously been set out in Ml, On!y six articles remain in Chapter One e,ndthese reP,ate respectively to sale or conveyance under special law, the lien in such instances, amendments to articles of incorporation, and amendments limited in applxation tobranch lines.Hon. Pa,u1H. Brown - Page 4 Opinion No. V-47

existence: azeat9ean **Arbiel~s** 6259-6266; ~Poathr Articles 6.271- 6274; and extiam **Article** 6267, or, ia tLwaltinutivo, z~~wrl, **Artieloe 6267,**  **6268, A**  aornpar~ison ofArticle LEU, pmvtily quded and baa to **de with** **&a** filiag of **8Ptkbs Ot** **Mrpertiion,** i,e, crsdion. **uo3**A~tiole 6269, p~8vfo#ly qaoQJ and hatig to **do** with r~.abewaI,~evealr two entirely difbcmt 

### prumdawe6, Now if A~tic~rmu~t that xonewal coukl LBhad aXy ifthe corporate emtibrp

OXbrirg had &s&red toexlnt or, Ir 48~words of the shalt4 B‘had eqigcd,’ it w&l ba aeaoaury b Pea&eats that **be** p2f9y26y62b !+itzJr~~20f Article Urrly coariampla* that +&aa*Selnbnu 

## l &otiaiag renewal be tikon while the ao~p.avsa09oa 18h kiag. Seatim I speaks of *sto&holders,W ‘regulu m@etf&glp” P)~d4ent of the company, &a Let UBw&de2 the 18isUaMo8ahi& would arise if the reaolut&m Oakandur&c corporate ex(rt*luEo &fislJ

## set be filed until #&t existeaacl h&dWtmbrtad. ~xbh~~ **th4~3l¶OSn4At** of termirutian and tie mcuneat ofeoaxHmm$babllo#tMl co84stutivsly, theeorpo~ratkmwouldh&Q4ceased t441&& fi*r tin #w+I~ it by any **method save** **mbi~th** mad+&m ptwcedn8b of~Aslttck$625$-6266? Inthe meantime in what **Iimb0** would i&Sdti Qo?pelWian find itself? It **oan**hardly be supposed that the Legf8Wun **l&Mded** renewal t0be fraught with W&Ateebni~s or *at *aI coincider&e of **expiration** and reaewal fr pagprtred.

Itis true thatSee, 4sf **Astide** 4268 pnem’tkr 

### that the renewal of the ~~orporatPon shall drti from tba iiliq ti 

### recording of the certificate ad Paclduti0n in the &fiCS odSsCaStapY of Wte. IAone mnse under this seMion the laagirr be exDlained, fez by so dflit~r*a COS9OX~ de in qua&Aea hem may Wdk&m,*l4&4d to 8bort**4x1**it; allot&f time: **tbascbo~t, by**  **a& act**  **ef** filing it ‘hea rxpirad” m.d 1s renewed.Hon. Paul H. Brown - Page 5

ix&have expired at the time the renewal was filed Tr,we the court does net rule on the propriety of the date of fih,iag: dppsarently it was not questioned; but in view of the court’s language, previously quoted, to the effect that such renewal amounted to a continuati4n of the old corporation and in view of the foregoing analysts of the provieions of Chapter Icn Charters and Amendments, it is the opinion of this department that the resolution extending the aorporate term of a railroad corporation could be filed and recorded in the offica of the Secretary of State before the expiration of the then current period of existenoe of said corporation.

The form of the resolution and the accompanying cer

### tificate whioh you have submitted to us comply with all the requirements ofArtiole 6269, 

### are not in conflict witi the provisions of Chapter Iof Title 112,R.C.S, of 1925, nor wi’ththe lows of ohe United 

### States, nor ef this S&w, and if SOprepared, adopted, signed, and submitted b the Attexnay General, he will attach therat a mrtificate t4 that atiect.

SUMMARY

Inview of the provisions cf Chapter I, Title 112, R. C. S,, 1925, md in view of Flowers
er R, Co., 156S, W. **(Zd)**260, a -I eo~e%ation, eeuld **be** filed and reco&ked in the office of ?&eSeaWary ofState before the mqdroties, 4fEhet&enc*lrg*nt corporate period of existence. The reselutisn and ac!cempanying certificate must comply with the requirements ofArticle 626#, R.C.S., 1925.

Yours vel”y truly,

ATTORNEYGENERALaFTEXAS

MP:jt: sl

APPROVED OPINION COMMITTEE BY BWB CHAIRMAN APPROVED FEB 25 1947