### THEATITORNEY GENERAL OFTEXAS

Honorable M. 0. Flowers Secretary of State Austin, Texas Dear Sir: Attention: Mr. Will MannRichardson OpinionNo. O-2902 Re: Whether the tendered charter of American **Youth** Assembly should be approved Thiswill acknowledge receipt of your letter of November 15, 1940, asking whether ornot the charter proposedby theAmerican Youth Assembly shouldbe approved.

The original charter accompaniesyour letter. Section II of the charter, stating the purpose of the proposed corporation, is as follows: "Thepurpose for which it Is formed is educational."
An explanatoryaffidavit,which accompanies the charter, enlargesupon this purpose, as follows:

"To encourageyoung men and women to be more patriotic and loyal to the Constitution and laws~ofthe United States and of the State of Texas; to disseminate informationthat is calculated to encourageand 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 ofAmerica and tomencourageyouth to be loyal, patrioticAmericans." Further, it is stated that "No other business of any nature whatsoever is sought to be transactedunder said charter other than that above enumerated."

It is apparent that the attempt here is to incorporate under Subdivision 2 ofArticle 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 shouldbe statedwith 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'orundertaking to be pursuedmust be definedwith 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'sDepartment, Book 29, pages 1 and 63, Book 30, page 1, Book 30,page 191, Book 31, page 479.

Thus it is not always sufficientthat the charter state the purpose of the corporation in the exact language of the statutes.In(Fhis instance

ee Opinions of ferred to.) the AttorneyGeneral above resince the statute allows corporations'tobe formed for the sipport of 'any educationalundertaking," it is incumbentupon the incorporatorsto state the character of the undertaking forwhich it is proposed to incorporate, in order that the Secretary of State may determine whether the particularundertaking is for the support of an neducationalundertaking." It follows that the purpose stated in the charter of this corporation, to-wit: "Thepurpose for which it is formed is educational" Is Insufficient to meet the foregoingrequirements.
We are therefore thrown upon the explanatoryaffidavit accompanying the charter,which states the purposes of the corporationas follows:

"To encourageyoung men and women to be more patriotic and loyal to the Constitution and laws~ofthe United States and of the State of Texas; to disseminate informationthat is calculated to encourageand promote the cardinal principles of free government, such as free speech, free press and the freedom toworship 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,patrioticAmericans. It is our opinion that this affidavit does not state the purposes forwhich the corporation is to be formedwith 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 encourageyoung men and women to be more patriotic and loyal to the Constitutionand laws if theUnited States and of the State of Texas; D 0 0 This statementof purpose is extremelyvague and'indeflnite:exceptas 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 encourageand promote the cardinalprinciples 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 sectionmay or may not indicate the support of an "educationalundertaking." Various news services,newspapers and magazinesdisseminate information. Some of.thenewspapers and magazines, through their editorialpolicies,disseminate informationcalculated 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 couldnot 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 explanatoryaffidavit is likewise too bague and indefinite to enable one to decide that the purposes of the corporationare for the support of "an educationalundertaking" in their primary objective.

The last clause of the affidavit is as follows: "Todiscourage foreign isms among the youth of America and to encourage youth to be loyal, PatrioticAmericans." 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 educationalprocess liesin the "givingof instruction." There is nothing in the charter itself or in the affidavit accompanying it fromwhich the Secretary of State, in our opinion,can determinewith anyHonorable M. 0. Flowers, page 4 O-2902

reasonabledegree of certainty that this corporation is formed for the purpose of "givinginstruction" in any field of knowledge, or that this corporation is formed for the support of such an undertaklng.
Yours very truly ATTORNEYGRNERAL OF TEXAS By s/R.U.Fairchild R.W. Fairchild Assistant RWF:db:wc

APPROVED FEE 24, 1941 s/GeraldC. Mann ATTORNEYGENERAL OF TEXAS This Opinion ConsideredAnd Approved In Limited Conference