Honorable C. R. Bennington, 

Chairmn of the Board 

Lower Colorado River Authority 

Austin, Texas 

Dear Mr. Pennington: Opinion No. O-2613 

Re: Authority of the Lower Colorado 

River Authority to enter ipto c 

proposed contract with a lacor union. 

Your request for an opinion from this departtint is as follows: 

"CeveceI~'. members of the Board of Directors of the Lower Colorado 

River Iluthority have :lvequested me, as Chairnan of the Board, to 

address this cormrmnication to you:: There has been presented to the 

Board of Directors of the Authority the Question of whether the 

Authority will enter into a contract with a laborunion organization 

known as the International Brotherfood of Electrical Workers. A 

copy of the contract which has been presented to'thd Board of Directors 

of the Authority for consideration by the Board is attached to this 

communication. 

"Before finally acting upon such matter, the Board of Directors of the 

Authority wdivld like to be advised with'respect to certain questions, 

as set out hereinbelow. As you know, the Lower Colorado River Authority 

is an agency of the State of Texas, hhving been created by the provisions 

of Chapter 7 of the General Laws of the 43rd Iegislature of the State,jf 

Texas, at its Fourth Called Session. 

The questionsto which answers are desir)ed are as follows: 

"(1) a. Can the Lower Colorado River Authority, and a'gency of the 

State of Texas, legally enter into a contra'ct with a labor union? 

b. If your answer is that the Authority can legally enter into a contract 

with a labor union, can it enter into a contract similar to the one 

submitted herewith? 

",(2) Under Article 3 of the proposed contract, the Authority agrees 

that any employee may be member of the Union and shall remain in good 

standing in said Union." 
Hon. C. R. Pennington - Page 2 (o-2613) 

The proposed contract, copy of which accOmpenies your letter of inquiry, 

purports to be one between Local No. 5ZU of the International Brotherhood 

of Electrical Workers, and the Lower Colorado River Authority, and is 

perhaps the usual form for collective bargaining by a union on behalf of $ 

its members. It deals with hours, wages, yorking conditions, and kindred 

cluestions affecting employment of the members of the Union by the Authority. 

We will not attemptto consider the larger questions of whether or not the 

Authority can in any event make a contract with the Union of the type here 

being considered, or whether or not the Legislature could authorize the 

making of such a contract, but we will consider the case whcLly from the 

standpoint of.whether or not under the statute creating the Authority the 

Board has the power to nmke such a contract. 

The statutory powers of the Board are broad, and aumngst them are, the 

following: 

"(m). To appoint officers, agents and employees, to prescribe their 

duties and to fix their compensation; 

"(n). To make contracts and to execute instruments necessary or 

convenient to the exercise of the powers, rights, privileges and 

functions conferred upon it by this Act." 

v(p). To do any and all other acts or things necessary or convenient 

to the exercise of the powers, rights, privileges or functions conferred 

upon it by this Act or any other Act or 18w.v 

It is familiar law that the grant of power to a corporation, either private 

or public, to do specific things, or for specific purposes, carries with 

it by implication the further power to do any and all things whatsoever 

reasonably necessary to the accomplishement of the maJor purposes enumerated. 

Provisions (n) and (p)iwould be read into the powers, whether they had 

been expressly a;IpuLated or not. Such is the universal rule of construction 

of powers. ' 

It is the further rule, however, that "statutes which prescribe and limit 

to exercise of official duty are strictly construed in respect of the power 

conferred, and the manner of their exercise, and such powers are not to be 

enlarged by construction." -- 34 Tex. JUT. p* 443, 1 68, 

Now, themarbers of the Board of Bower Colorado River Authority are public 

officers of the State, and there is a specific provision that they have the 

power (m) "to appoint officers, agents and employees, to prescribe their 

duties and to fix their compensation." This being a vestiture of official 

powers in the Board as public officers, it follows that they may not delegate 

such power to any other person, nor may they enter into any contract with 

another person that would or could abridge or lessen in any way the exclusive 

power of the Board to perform the official duties 'Gus expressly entrusted 

to them. The Board may not enter intoa contract with another, the effect 

of which would be in anywise or to any extent to share with such other the 

exercise of such official duties. 
Hon. C. R. Pennington -P 3 (0-2613) 

The provisions of subdivisions (n) and (p) above quoted, with respect to 

the latitude of contract, and other acts or thingsnecessary or convenient 

to the exercise of the powers, rights, privileges of functions conferred 

upon the Board cannot possibly be construed so as to destroy, abrogate or 

lessen the express power and duty-provided in subdivision (m) imposed 

exclusively upon the Board "to appoint officers, agents and employees, 

toprescribek'their duties and to fix their compensation" for this would be 

destructive of that exclusive power and not in aid of its exercise. 

Public officers are required at all times to hold themselves free to 

exercise the59 official discretion with respect to matters entrusted to 

them up to the time they are called upon to act upon such matters, and any 

contract or agreement whatsoever, which is calculated to destroy or 

interfere with the free exercise of that discretion of officers or boards 

in the performance of their duties, is void as against public policy. See 

34 Tex. Jur. p. 454, 1 75. 

"A contract made by a public officer is against public policy and 

void, if it interfemwith the unbiased discharge of his duty to the 

public in the exercise of his office, ai if it places him in a position 

inconsistent with hls duty to the public, or even if it has a tendency 

to induce him to violate'such duty." -- 22 R. C. L. P. S. p. 460 1 121. 

“All public officer: and officers are creatures of law. The powers 

and duties of public officers are defined and limited by law. Ry 

being defined and limited by law, we mean the acts of a public officer 

must be expressly authorized by law or implied therefrom; It follows 

from the above that public officers may meke only such contracts for 

the goveethey represent as they are authorized by law to make." 

I- Fort Worth Cavalry Club vs. Sheppard, 83 S. W. (2) 660. 

We have nade a care&ii study of the Act creating the Lower Colorado River 

Authority, and fllnd nothing therein that could be construed, even under the 

most liberal rules of construction, as authorizing the Authority to enter 

into a contract of the type of that proposed in the present case. 

"It is -11 settled &st no governmental agency can, by contract or 

otherwise, suspend or surrender its functions, nor can it legally 

enter into any contract which will embarrpss or control its legislative 

powera and duties, or which amount to an abdication thereof, Powers VS, 

City of Taylor (Tex. Corn. App.) @ S. W. (2) 520, and cases cited. 

“To sustain such a contract as ia here claimed would be in the face of 

that well recognized rule and render impotent the administrative control 

of the Highway Commission with respect to the designation. location, 

relocation, abandonment, or discontinuance of roads forming part of 

the State highway system." -- Nairn vs. &an, 48 S. W. (2) 584. 
- * 

Hon. C. R. Pennington - Page 4 (o-2613) 

This principle of lack of power of public officers has been applied in 

numerous cases in situations where it was sought to bind the officer 

either upon contract or some act or qonduct amounting to estoppel with 

respect to an offical act., 

maw vs. kwis, 86 s. w. (2) 741; 

4$&ixi&r vp, Singleton, 50 S. W. (2) 893; 

Horn Company vs. City of Dallas, 45 S. W. (2) 714; 

Industrial Co. vs. Towins, 27, S. W. (2) 343; 

City of Dallas vs. S&awe, 12 S. W. (2) 1074; 

Chapman vs. Rank, 297 S. W. 545; 

Austin, Commissioner, VS. O~~Zl.ee, 29@, 8. W. 613; 

Autin, Commissioner, Vq. Fleming, 290 S. W. 835; 

State vs. Davison, 280 s. W. 292; 

San Antonio, etc vs. Bell, 223 S. W. 506; 

County vs. Cossett, 213 S. W. 725; 

Thomson vs. Upshur County, 211s. W. 325; 

Grayson County vs. Harrell, 202 S. W. 160; 

Lane vs. Schultz, 146 S. W. 1009; 

Tarrant County vs. Rogers, I.25 S. W. 592; 

BurCk VS. Abbott, 9 S. W. 314; 

Our decision is put upon the ground that the statute creating the Lower 

Colorado River Authority nowhere confers upon its Board the authority to 

make a contract of the type of that under consideration, without which 

statutory authority the Board is not authorized to make it. 

Very truly yours 

AITORNRI GZNEXALOFTRXAS 

s/ Ocie Speer 

BY 

Ocie Speer 

Assistant 

APPROVED SEP. 9, 1940 

GSRALTlC.MANN 

ATl'ORWRYORRRRALOFTFXAS 

THIS OPINION CONSIDERED AND 

APPROVED IN IJMlTED CONFEXFXE