THEATITORNEY GENERAL 

OFTEXAS 

Honorable M. 0. Flowers 

Secretary of State 

Austin, Texas 

Dear Sir: Attention: Mr. Will Mann Richardson 

Opinion No. O-2902 

Re: Whether the tendered charter of 

American Youth Assembly should 

be approved 

This will acknowledge receipt of your letter of November 15, 1940, asking whether or not the charter proposed by 

the American Youth Assembly should be approved. 

The original charter accompanies your letter. 

Section II of the charter, stating the purpose of the 

proposed corporation, is as follows: "The purpose for which 

it Is formed is educational." 

An explanatory affidavit, which accompanies the charter, 

enlarges upon this purpose, as follows: 

"To encourage young men and women to be 

more patriotic and loyal to the Constitution 

and laws ~of the United States and of the State 

of Texas; to disseminate information that is 

calculated to encourage and promote the cardinal 

principles of free government, such as free 

speech, free press and the freedom to worship 

God according to the dictates of one's own conscience; to discourage foreign isms among the 

youth of America and tom encourage youth to be 

loyal, patriotic Americans." 

Further, it is stated that "No other business of any 

nature whatsoever is sought to be transacted under said charter 

other than that above enumerated." 

It is apparent that the attempt here is to incorporate 

under Subdivision 2 of Article 1302 of the Revised Civil Statutues, which authorizes corporations for the “SUppOrt of . . . . 

any educational . ...0.. undertaking." 
Honorable M, 0. Flowers, page 2 O-2902 

It is the rule in this State that the purposes for 

which a corporation is to be formed should be stated with sufficient clarity to enable the Secretary of State to determine 

that the purpose specified is one provided for by the statutes. 

In order that the Secretary of State may thus determine such 

question, the scope of the business'or undertaking to be pursued must be defined with certainty. 10 Tex. Jur. p. 623; 

Johnston v;'Townsend; 103 Tex. 122, 124 S.W. 417; Smith v. 

Wortham, 106 Tex. 106, 157 S.W. 740; Opinionsof the Attorney 

General's Department, Book 29, pages 1 and 63, Book 30, page 1, 

Book 30, page 191, Book 31, page 479. 

Thus it is not always sufficient that the charter 

state the purpose of the corporation in the exact language of 

the statutes. 

In(Fhis instance 

ee Opinions of 

ferred to.) 

the Attorney General above resince the statute allows corporations'to be formed for the sipport of 'any educational undertaking," it is incumbent upon the incorporators to state the 

character of the undertaking for which it is proposed to incorporate, in order that the Secretary of State may determine 

whether the particular undertaking is for the support of an 

neducational undertaking." It follows that the purpose stated 

in the charter of this corporation, to-wit: "The purpose for 

which it is formed is educational" Is Insufficient to meet the 

foregoing requirements. 

We are therefore thrown upon the explanatory affidavit 

accompanying the charter, which states the purposes of the 

corporation as follows: 

"To encourage young men and women to be 

more patriotic and loyal to the Constitution 

and laws ~of the United States and of the State 

of Texas; to disseminate information that is 

calculated to encourage and promote the cardinal 

principles of free government, such as free 

speech, free press and the freedom to worship 

God according to the dictates of one's own conscience; to discourage foreign isms among the 

youth of America and to~~enc&urage youth to be 

loyal, patriotic Americans. 

It is our opinion that this affidavit does not state the 

purposes for which the corporation is to be formed with sufficient clarity to enable the Secretary of State to determine 

that the purpose specified is the support of an "educational 

undertaking. ' 

We may break down the purpose clause of the affidavit 

as follows: 
.- - 

Honorable M. 0. Flowers, page 3 0 -2902 

1. "To encourage young men and women to be 

more patriotic and loyal to the Constitution and 

laws if the United States and of the State of Texas; 

D 0 0 

This statement of purpose is extremely vague and'indeflnite:except as to the ultimate object or results to be 

achieved; the manner of achieving that result is left to ~the 

imagination. While it is true that young men and women may be 

encouraged to be more patriotic and loyal to their country 

through the process of education, the purpose clause does not 

Indicate that this is the means to be adopted. 

The second section of the clause IS as follows: 

“To disseminate lnformat.ion that 1s calculated 

to encourage and promote the cardinal principles of 

free government, such as free speech, free pressand 

the freedom to worship God, according to the dictates 

of one's own conscience; .-.-..*v 

This section may or may not indicate the support of an 

"educational undertaking." Various news services, newspapers 

and magazines disseminate information. Some of.the newspapers 

and magazines, through their editorial policies, disseminate 

information calculated to encourage or promote the cardinal 

principles of free government, such as free speech, free press 

and the freedom to worship God according to the dictates of 

one's own conscience. Certainly It could not be said that the 

news service, a newspaper or a magazine is an educational 

undertaking per se. It appears to us that this section of the 

explanatory affidavit is likewise too bague and indefinite to 

enable one to decide that the purposes of the corporation are 

for the support of "an educational undertaking" in their primary objective. 

The last clause of the affidavit is as follows: 

"To discourage foreign isms among the youth 

of America and to encourage youth to be loyal, 

Patriotic Americans." 

The same objection, of vagueness and ind,efinltaness, 

urged to the first part of the affidavit is applicable to this. 

Many means and methods of discouraging foreign isms among the 

youth of America exists and only one of them 1s through the processes of education. The essence of the educational process 

liesin the "giving of instruction." There is nothing in the 

charter itself or in the affidavit accompanying it from which 

the Secretary of State, in our opinion, can determine with any 
Honorable M. 0. Flowers, page 4 O-2902 

reasonable degree of certainty that this corporation is formed 

for the purpose of "giving instruction" in any field of knowledge, or that this corporation is formed for the support of 

such an undertaklng. 

Yours very truly 

ATTORNEY GRNERAL OF TEXAS 

By s/R.U. Fairchild 

R.W. Fairchild 

Assistant 

RWF:db:wc 

APPROVED FEE 24, 1941 

s/Gerald C. Mann 

ATTORNEY GENERAL OF TEXAS 

This Opinion Considered And Approved In Limited Conference