HEAXTORNEY GENERAL
OFTEXAS

Hon. W,lll MannRichardson Opinion No. O-3947 Assistant Secretary of State Rer Does the Secretary of 

### iiustln, Texas State have authority to grant charter extension to RiverDear Slrr side State Warehouse Company?

According to your letter of September 9, 1941,you wish to be advised whether in the opinion of this department you are authorized to extend the charter of the above namedcorporation. Wequote the following paragraphs from your letter:

“Wehave been furnished with anapplication for an extension of the charter of the above named corporation. This corporation was formed on Setember 9, 1916 under the provisions of Article 557 f; of the Revised Civil Statutes of Texas. This was a particular type of corporation in which the charter had to be submitted first to the Commissioner of Markets andWarehouses. That position has nowbeen abolished.

“The application for an extension of charter is drawnup In the proper form, if this department has the authority to grant such an extension.” Chapter 3,Title 93,Vernon’s Annotated Civil Statutes, relating to markets andwarehouse corporations (Articles 5578- 56.11, Revised Civil Statutes, 1925) authorized the issuance of a charter to permit anynumberof persons, not less than ten, sixty per cent of whomare engaged in agriculture, horticulture or stock raising as a business, with not less than three-fourths of whom are resident citizens of Texas, to organize and operate a cooperative association under its provisions, other than in cities of a population of 40,000 or overD Andfurther, as provided in Article 5578,the application for such charter shall contain the information required by the general corporation laws.

Article 5588of said statutes provides:

“Every corporation organized under this chapter shall be amenable to and subject to all laws of this State governing corporations generally.”. . ..

Hon. Will MannRichardson, page 2 (O-3947)

The authority to incorporate under the provisions of Chapter 3sdating from the enactment of its provisions, Aots 1917,35th Legislature, First Called Session, still remains, although the Legislature by the Aots of 1925, 39th Legislature, Chapter 13,abolished the offioe of Commissioner of Markets and Warehouses sioner of Landvested Its functions andduties in the Commlsrioulture. This latter aot in nowise affected the rights, powers and operation of suoh corporations in axistenos prior to Its passage, andas authorized under the provisions of the 1917act.

It will be noted that by the provisions of Article 5581, the application for a charter under Chapter 3is required to be filed with said Commissioner andapproved by himprior to presenting sameto the Secretary of State. Andsuch corporations are under the supervision and control of the Commissioner of Agriculture.

Article 131!?(a), Vernon’s Annotated Civil Statutes, in part provides:

“Subject to a finding by the Secretary of State as hereinafter provided, anyprivate corporation organized or incorporated for anypurpose or purposes authorized under this Title, at any time within ten (10) years prior to the expiration of its charter, or any extension thereof, mayextend such charter and the corporate existence of such corporation for an additional period of not to exceed fifty (5O)years from the expiration date of the original charter, or any extension thereof 9with all the privileges, powers, immunities, rights of succession by its corporate name, andrights of property, real andpersonal, exercised andheld by it at such expiration. 0 e 0

“Such extensions, however, maybe madeonly in instances where the Secretary of State shall have found, after proper investigation, that such corporation is solvent and its capital unimpaired.” Article 1315(b) of said statutes provides that the provisions of Article 1315(a) shall extend to and include all private corporations incorporated under the general laws of Texas.

We have not viewed the present charter nor the corporation’s application for extension thereof. However, from the facts stated in your letter, such corporation, organized andexisting under the general laws, is within the provisions of Article 1315(a) 3supra, authorizing an extension of its charter.Hon. Will MannRichardson, page 3 (O-3947)

It is therefore~the opinion of this department that the Secretary of State has the authority to grant to the Riverside State Warehouse Company, a corporation organized and incorporated under the provisions of Chapter of the Revised Civil Statutes, 1925, an extension 3, Title 93 of its charter after such application for an extension has been filed with and approved by the Commissioner of Agriculture. Yours very truly ATTORNEY

GENERAL

OFTEXAS By/s/ Wm.J. R. King Wm.J. Ft.King, Assistant APPROVED

SEP30, 1941 /s/ Grover Sellers FIRSTASSISTANT ATTORNEY GENERAL APPROVED:

OPINIONCOMMITTEE BY: BWB,CHAIRMAN WJRK:GOgwb