JIM MATTOX 

Attorney General 

Suprw Cow! Bulldlng 

P. 0. Box 1254a 

*us1in. TX. 78711. 254a 

5121475.2wl 

Tolox glW574.1357 

T&copier 5121475.0255 

714 J4ckson. Su118 700 

Dellss. TX. 75202.4505 

214/742-W44 

4S24 AlWrla Ave.. Suita~lSLl 

El Paso. TX. 79905-2793 

SlY53W484 

r 

.dQl Texas. Suite 700 

Hourton. TX. 77002.3111 

71Y22waS5 

806 Broadway. We 312 

LuObock. TX. 79401-3479 

So5l747.5235 

4309 N. Tanth. Suite B 

McAllen. TX. 78601-1885 

5W552-4547 

200 Msln PIU& suiu 4w 

San Antonlo. TX. 752052797 

512/2254191 

An Equal Opport~nltyl 

Afflrma~iv~ Actlon Employer 

P 

The Attorney General of Texas 

December 30. 1983 

Mr. Alvin J. Barnes 

Red River Authority of Texas 

302 llamilton Building 

Wichita Palls. Texas 

opinion no. JM-120 

76301 

RO: Status of the Red River 

Industrial Development Authority 

under the Open Records Act 

Dear Mr. Barnes: 

The Development Corporation Act of 1979. article 5190.6, 

V.T.C.S., was amended in 1983 by the inclusion of sections 11(b) and 

14A which purport to specifically bring within the ambit of both the 

Open Meetings Act, article 6252-17, V.T.C.S., and the Open Records 

Act, article 6252-17a. V.T.C.S., non-profit industrial development 

corporations formed pursuant to the act. Acts 1983, 68th Leg., ch. 

464. 114. 5, at 2685-2686. Sectfon 11(b) of the act now reads: 

The board of directors is subject to the open 

meetings act, Chapter 271, Acts of the 60th 

Legislature. Regular Session, 1967. as amended 

(article 6252-17. Vernon’s Texas Civil Statutes). 

Section 14A now reads as follows: 

The board of directors is subject to the open 

records act, Chapter 424, Acts of the 63rd 

Legislature, Regular Session 1973. as amended 

(article 6252-178, Vernop’s Texas Civil Statutes). 

You ask four questions regarding the effect of the recent amendments. 

We address each of your questions in turn.. 

-. . _ _ _ _ _ - You first ask whether industrial development corporations must 

comply with the Open Meetings Act, article 6252-17. V.T.C.S. You 

assert that, since the Open Meetings Act requires compliance only by 

“governmental bodies,” Industrial development corporations fall 

without the ambit of the act because Industrial development 

corporations are not “governmental bodies.” We disagree. We need not 

address whether an industrial development corporation is a 

“governmental body” for purposes of the Open Meetings Act in order to 

answer your question. In an instance in which a general statute and a 

specific statute conflict, the specific controls over the general. 
Mr. Alvin J. Domes - Page 2, (JM-120) 

. 

Sam Bassett Lumber Compooy v. City of Rouston, 198 S.U.?d 879. 881 

(Tex. 1947); State v. Bolli, 190 g.W.2d 71 (Tax. 1944). cert. denied, 

328 U.S. 852 (1946). rehearing denied, 328 U.S. 880 (1946). Whether 

an industrial develonmsnt cornorotion is o “sovernmentol bodv” is 

irrelevant; it is clear that ;he legislotura i&ads that, at -leoat 

for purposes of the Open Meetinga Act, it ahall be so considered. A6 

the Texas Supreme Court declared: 

The language [of the statute] appears to be plain 

and unambiguous and itr meaning clsor and obvious. 

We can only enforce the statute 06 written and 

have no right to create or to find on ambiguity 

vhere non exists . . . . 

Col-Tex Refining Company v. Railroad Cormiseion of Texas, 240 S.W.Zd 

747, 750 (Tex. 1951). We are obliged to interpret the statute in a 

way which expresses only the will of the makers of the statute. not 

forced or strained, but simply such aa the words of the low in their 

plain sense fairly sanction and will clearly sustain. Railroad 

Ccnrmission of Texas v. Miller, 434 S.W.2d 670, 672 (Tex. 1968); Texas 

Righwoy Cosanission v. El Peso Building and Construction TG 

Council, 234 S.W.2d 857. 863 (Tex. 1950). Accordingly. we conclude 

that, by the amendments to article 5190, V.T.C.S., set forth In Acts 

1983, Sixty-eighth Legislature. chapter 464. sections 4 and 5 at 

2685-2686. the legislature intended that industrial development 

corporations created pursuent to the Industrial Development 

Corporation Act be considered “governmental bodies” for purposes of 

the Open Meetings Act. 

You next ask in which location or locations should such 

corporations post notice of meetings under the Open kleetinga Act. The 

recent omendmeats offer us no guidance. The Open Meetings Act at 

article 6252-17. section 3A. V.T.C.S.. sets forth the notice 

requirements df the act and lists various types of politlcsl 

subdivisions and the locatlone where they must post notices. No 

mention is made of Industrial development corporations. 

We ore required to interpret a statute so OS to ascertain and 

give effect to the legislative. intent therein expressed, Knight v. 

International Rarvester Credit Corporetion, 627 S.W.Zd 382. 384 (Tex. 

1982) ; State v. Terrell, 588 S.W.2d 784, 786 (Tex. 1979). We must 

consider the history of the subject matter involved. the end to be 

attained, the mischief to be remedied, and the nurnose to be 

accompllshed. Cslvert V. Fort Worth Notional Bank, 356-S.W.2d 918, 

921 (Tex. 1962); Magnolia Petroleum Company v. Walker, 83 S.W.2d 929, 

934 (Tex. 1935). Clearly, the legislature intended that. at least for 

purposes of the Open Meetings Act; industrial development corporations 

are considered to be “governmental bodies.” Such corporations are 

created with the approval of and act on behalf of political 

- 

p. 506 
I4r. Alvvin J. Bones - Page 1 (JW120) 

- 

r 

subdivlmions. Section 4(o) of l rtlcle 5190.6. V.T.C.8.. provides es 

~fdlawo: 

Any number of neturol persons, not less them 

three, each of wha le l t leoet 18 years of ege 

and o qualified elector of the unit may file with 

the governing body of o unit a written aDDlicotion 

requ&ing that -the unit outhorlse and approve 

creotion.of~ o corporation to act on behalf of the 

unit . . . . If the governing body by appropriate 

resolution finds and determines that it is 

advisable that the corporation be outhorlzed and 

created and approves the articles of incorporation 

propored to be used in orgenising the corporation, 

then the orticler of incorporation for the 

corporation may be filed as hereinafter 

provided . . . . No corporation may be formed 

unless the unit has properly adopted o resolution 

as herein described. (Emphasis added). 

The act defines “unit” to meon “o city, county, or district which may 

create and utilize o corporation.” V.T.C.S. art. 5190, f2(12). In 

order to properly effectuate the apparent intention of the legislature 

in adopting the recent amendments, we conclude that an industrial 

development corporation must file notice of meetings under the Open 

Meetings Act in the same manner and in the same location as the 

political subdivision whose approval is required and on whose behalf 

the corporation is created. 

You next ask whether the boards of dfrectors of such corporations 

ore now precluded from taking officio1 action by means of unanimous 

consent without holding a meeting on the subject, o power specifically 

granted to industrial development corporations by section 14(c) of the 

*ct. We conclude that they ore. 

Section 14(c) of article 5190.6, V.T.C.S.. provides the 

following: 

Any action required’ by this Act to be taken at 

a meeting of the directors of a corporation or any 

action which may be taken ot a meeting of the 

directors may be tsken without o meeting if o 

consent in writing, setting forth the action to be 

token, shall be signed by all of the directors. 

Such consent shall have the some force and effect 

as o unanimous vote and may be stated as such in 

any articles or document filed with the secretary 

of state under this Act. 

p. 507 
Mr. Alvin J. garner - Page 4 (JBHZO) 

An act which is later in point of time coetrola ox eupereedes on 

earlier act, inaofor sa the tvo ore 1nconaiatant and irreconcilable 

and cannot both stand at the same time. Texar State goard of Pharmscy 

v. Kittmen, 550 S.W.Zd 104, 106 (Tex. Civ. *pp. - mler 1977. no 

writ); Eelsell 'I. Texas Water C41iaaion, u)O S.W.2d 1 (Tex. Civ. App. 

- Dellea 1964, writ ref'd n.r.8.). If stotutea have conflicting 

proviaiona, the earlier otatuta mill be held to be repealed only to 

the extent of the conflict end othervise vi11 be construed OS 

remaining in effect. Bank of Texas v. Childr, 615 S.W.2d 810, 814 

(Tex. Civ. A& - Dallas 1981. vrit ref'd n.r.e.1. 

Section 14(c) of article 5190.6, V.T.C.S., vhich permit8 boards 

of directors of industrial development corporation8 to teke official 

action without l meeting if a consent in writing. setting forth the 

action to be taken is signed by all of the directors, io in direct and 

irreconcilable conflict with section 2(o) of article 6252-17, 

V.T.C.S., the Open Meetings Act, which require8 that every regular, 

special, or called meeting of every unit falling within the aubit of 

the act shall, unless othervise provided in the Open Records Act or 

permitted by the constitution, be open to the public. Because the 

recent amendment bringing industrial development corporations within 

the purview of the Cpen Records Act is the provision adopted later in 

tims, this is the provision to which we are obligated to give effect. 

Accordingly, we conclude that boards of directors of industrial 

development corporations are precluded from taking officio1 action 

without a meeting as permitted by section 14(c) of the act. 

You finally oak whether industrial development corporations must 

comply with the requirements of the Open Records Act, article 

6252-17a. V.T.C.S. We conclude that they do. You assert here, OS you 

did with respect to your first question, that on industrial 

development corporation la not a "governmental body" under the 

definition set forth in the Cpen Records Act. For the reasons 

discussed and by virtue of the authorities cited above in ansuer to 

your first question, we disagree. We conclude that the legislature 

intended that industrial development corporations created pursuant to 

the Industrial Development Act of 1979, article 5190.6. V.T.C.S.. be 

considered "governmental bodies" for purposes of the Cpen Records Act. 

SUXMARY 

Industrial Development Corporations created 

pursuant to srticle 5190.6, V.T.C.S., are 

considered to be. "governmental bodies" for 

purposes of the Open Meetings Act. article 

6252-17. V.T.C.S. An industrial davelopuent 

corporation must file notice of meetings as 

required by the Open Meetings Act in the aoue 

manner and in the same location as the political 

p. 508 
Hr. Alvin J. Barn.. - Page 5 (J?l-120) 

aubdiviaioa whore approval la required and on 

whom behalf the corporation ia created. Boarde 

of directors of iaduatrial development 

corporationa are precluded from taking officiel 

action without a meeting held in comPliancr with 

the Open Meetinga Act; section 14(c) of article 

5190.6. V.T.C.S.. is impliedly repealed. Boarda 

of directors of industrial development 

corporations created pursuant to article 5190.6. 

V.T.C.S.. are considered to be “governmental 

bodies” for purposes of the Open Records Act. 

article 6252-170. V.T.C.S. 

.Jxn WATTOX 

Attorney General of Texas 

TOM GREEN 

First Assistant Attorney General 

DAVID R. RICHARDS 

Executive Assistant Attorney General 

Prepared by Jim Moellinger 

Assistant Attorney General 

APPROVED: 

OPINION COMl4ITTEE 

Rick Gilpin, Chairman 

Jon Bible 

Colin Carl 

Susan Garrison 

Jim Hoellinger 

Nancy Sutton 

p. 509