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 of the 

Secrcsasy of State a fesolution Y~a4Wia8 t.he cerporat* 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.4nsffvino its :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 19 w&Ming adopted by a majority of threa-fe$aWtha of WI storkho~~eps of the 

company rt a reg,ula* meeting of the stockholders, 

specifying then period of time for which the corporation is renewed. 

“2. Those desiring a renewal of the 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 in his certificate thereto that it was adopted by 

a majority vote of three*fourths of all the stockholders of said cempany at a regular meeting of such 

steckhclders, and that the stockholders desiring such 
Hon. 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 of the 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. 13 Amer. Juris. p. 

228, 5 85. 

The phrase in Article 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 of the 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&t be 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 oft which 

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 .of incorporators; Article 6260 requires a railroad corporation building or 

operating, etc., a railway in the state to be 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 distance 
less than ten miles from the corporate limits 

of any city or town, in addition to such 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 of the first 

board of directors, and in what 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,d attach thereto a certificate to that 

effect. Article 6264 provides for an afiidavit to the amount of 

subscriptions, etc., sworn to by 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,e renewed 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,nd these 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 to branch lines. 
Hon. Pa,u1 H. Brown - Page 4 Opinion No. V-47 

existence: azeat9ean Arbiel~s 6259-6266; ~Poathr Articles 6.271- 

6274; and extiam Article 6267, or, ia tLw altinutivo, z~~wrl, 

Artieloe 6267, 6268, A aornpar~ison of Article 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 LB had aXy if the corporate emtibrp OX brirg had &s&red to exlnt or, Ir 48~ words of the 

shalt4 B ‘had eqigcd,’ it w&l ba aeaoaury b Pea&eats that bep2f9y26y 

62b 

!+itzJr~~20f 

Article Urrly coariampla* that +&a a*Selnbnu l &otiaiag 

renewal be tikon while the ao~p.avsa09oa 18 h kiag. Seatim I 

speaks of *sto&holders,W ‘regulu m@etf&glp” P)~d4ent of the 

company, &a Let UB w&de2 the 18isUaMo8 ahi& would arise 

if the reaolut&m Oakan dur&c corporate ex(rt*luEo &fislJ set be 

filed until #&t existeaacl h&d Wtmbrtad. ~xbh~~ th4~3l¶OSn4At of 

termirutian and tie mcuneat of eoaxHmm$ba bllo#tMl co84stutivsly, 

the eorpo~ratkm would h&Q4 ceased t4 41&& fi*r tin #w+I~ it by 

any method save mbi~th mad +&m ptwcedn8b of ~Aslttck$ 625$-6266? 

In the meantime in what Iimb0 would i&S dti Qo?pelWian find 

itself? It oan hardly be supposed that the Legf8Wun l&Mded 

renewal t0 be fraught with W&A teebni~s or *at *aI coincider&e of expiration and reaewal fr pagprtred. 

It is true that See, 4 sf 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 od SsCaStapY of Wte. 

IA one mnse under this seMion the laagirr 

be exDlained, fez by so dflit~r *a COS9OX~ d 

e in qua&Aea hem may 

Wd k&m ,*l4&4d to 8bort4x1 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 I cn 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 certificate whioh you have submitted to us comply with all the requirements of Artiole 6269, are not in conflict witi the provisions 

of Chapter I of Title 112, R.C.S, of 1925, nor wi’th the lows of ohe 

United States, nor ef this S&w, and if SO prepared, adopted, 

signed, and submitted b the Attexnay General, he will attach 

therat a mrtificate t4 that atiect. 

SUMMARY 

In view of the provisions cf Chapter I, Title 112, 

R. C. S,, 1925, md in view of Flowers 

er R, Co., 156 S, W. (Zd) 260, a 

-I eo~e%ation, eeuld be filed and reco&ked in 

the office of ?&e SeaWary of State before the mqdroties, 4f Ehe t&en c*lrg*nt corporate period of existence. 

The reselutisn and ac!cempanying certificate must 

comply with the requirements of Article 626#, R.C.S., 

1925. 

Yours vel”y truly, 

ATTORNEYGENERALaFTEXAS 

MP:jt: sl 

APPROVED 

OPINION COMMITTEE 

BY BWB 

CHAIRMAN 

APPROVED FEB 25 1947