Untitled Texas Attorney General Opinion ( 1977 )

THEA'ICTORNEYGENERAL
OF TEXAS
AURTIN. TNGXAS 78711
February 14, 1977
The Honorable Charles LeMaistre Opinion No.. H-943
Chancellor
The University of Texas Re: Operation of the
601 Colorado Street Texas Medical Center
Austin, Texas 78701 Central Heating and
Cooling Services
Cooperative Association.
Dear Chancellor LeMaistre:
You have requested our opinion regarding the operation
of the Texas Medical Center Central Heating and Cooling
Services Cooperative Association. Article 4447r, V.T.C.S.,
permits certain "eligible institutions" to form a cooperative
association for the purpose of providing a centralized
system of heating, cooling, laundry and other services at
the Texas Medical Center in Houston. "Eligible institutions"
is defined to include only "health-related state-supported
institutions . . . and nonprofit health-related institutions. . . ."
Sec. 2(l). Among other powers, the cooperative association
so formed is authorized
to acauire. own. and operate a system or
systems on.a cooperative basis solely
for the benefit of the eligible
institutions whiz are members of-- the
association . . . .Sec. 3(l). (Emphasis
added).
You'ask whether the Texas Medical Center Heating and Cooling
Services Cooperative Association, a cooperative association
established pursuant to article 4447r, V.T.C.S., may furnish
services to an "eligible institution" which is not a member
of the Association.
p. 3941
The Honorable Charles LeMaistre - page 2 (H-943)
In our opinion, the statute's use of the term "solely"
prohibits the Association from providing services to any
institution which ,is not a member thereof. You have not
suggested that the furnishing of services to non-members
would be of no benefit to them. A Texas court has held
that "solely"
has a definite meaning. It is defined by
the Century Dictionary as: 'Singly; alone:
only; without another.' Consolidated
Underwriters v. Wilson, 111 S.W.2d 865, 866
(Tex. Civ. ApE -- Texarkana 1937, writ dism'd).
See also Standard --
-- Life & Accident Insurance Co. v. Roberts,
318 S.W.2d 757, 761 (Tex. Civ. App. -- AmariE m58, writ
dism'd). Other courts have added that "solely" means "to
the exclusion of other purposes, persons, etc.; merely;
entirely; wholly. . . ." Bergsvik v. Bergsvik, 291 P.2d 724,
730 (Ore. 1955). And the United States Supreme Court has
held that the use of "'[slolely' leaves no leeway." It
means "exclusively." Helverinq v. Southwest Consolidated
Corp., 315 U.S. 194, 198 (1942);?tockt;n2{ai;;r Industrial
co. v. Comm'r of Internal Revenue, 216 . , 6 45 (9th
Ez.7954) -
By contrast, article 1396-50.01, V.T.C.S., the Cooperative
Association Act, states only that the purpose of a cooperative
association formed thereunder shall be "for the primary and
mutual benefit of the members of the association." Sec.7
(Emphasis added). And article 5740, V.T.C.S., which deals
with agricultural marketing associations, specifically
provides that "any . . . activities may extend to non-
members. . . ."
In contrast to the language used in other cooperative
association statutes, article 4447r permits the operation of
the association "solely for the benefit of . . . members. . . ."
Sec. 3(l). "Solely" has a clear and well-defined legal
meaning, and the Legislature must be presumed to have carefully
chosen the statutory language. It is therefore our opinion
that the Texas Medical Center Central Heating and Cooling
Services Cooperative Association may not furnish services to
non-members.
p. 3942
The Honorable Charles LeMaistre - page 3 (H-943)
SUMMARY
A cooperative association established
pursuant to article 4447r, V.T.C.S., such
as the Texas Medical Center Central
Heating and Cooling Services Cooperative
Association, may not furnish services to
non-members.
Very truly yours,
Attorney General of Texas
APPROVED:
,
Opinion Committee
p. 3943