Untitled Texas Attorney General Opinion ( 1945 )

OFFICE OF THE ATTORNEY GENERAL OF TEXAS
AUSTlyl
GROVER SELLERS
Honorable Claud,e Isbell
Secretary of State
Austin, Texas
Dear SIP: i)pinion ho. o-6375
Re: Under the given facts does
We duly received your
above matter, said request read
“The Farmers S
is an a&cult
tion organized
Title 93 of the,,
as follows :
this corpora-
ge In any ac-
or supplies, or in the
financing OS the a6ova enumerated activitxes;
or in any one or more of the activities here-
In speclf ied. ’
“fThls corporation shall have and enjoy
all of the powers granted by the Cooperative
Marketing Act of Texas, as amended, or which
mag hereafter be amended.’
Honorable Claude Isbell, page 2
“On March 17, 1945, the Faneers Supply Company
OS Hartley, Texas, acting through their attorneys,
Undervood, Johnson, Dooley and Wilson, of Amarillo,
Texas, filed vlth this office a proposed amendment
to the charter of the said co-operative vhlch ln
part sought to amend the purpose clause of the said
charter so that It vould hereafter be as follovs:
“(The purpose Sor vhloh the said as-
sociation Is organized Is to engage In
any activity 3.n connection vlth the awzw-
keting or selling of the agricultural prod-
ucts of its members, or vlth the harvest-
ing, preserving, procerslng, packing, stor-
lng, handling, shlpplng, or utilization
thereofi or in connection vlth the manufacturing,
selling or aupplyLng to its members of ma-
chinery, equipment or supplies, or ln the
finanoiag of the above enumerated aatlvltles;
or in any one or more of the actlvltles spec-
.lfied herein;
hall have and ennjoy all f the poverr grant2
:y the Co-operative Hwke& Act of Texas, au
amended, or vhlch llay hereafter be amended.’
‘Bnphasls, vhich aontalns the matter added to the
purpose clause as It nov exista, is nine.
“On March 20, 1945, the office deollned to file thls
amendment due to the faot that ve could not find ens
statutory provialon vhlch vould, in our opinion, authorize
a Co-operative Wsrketlng Asroclatlon to engage in the busl-
ness of operating a public, state or federally bonded ware-
house.
“On April 17th, the above-mentioned law firm, acting
by and through R. A. Wilson, vrote urn a letter to the ef-
fect that our action in declining to file the proposed
amendment was contrary to the requirements of the State
Department of Agriculture, and to the rulings of prior
Heads OS the Charter Dlvlelon of this oSfi.Oe.
“Will you please, therefore, Savor u8 with your opin-
ion in regard to the Sollovlng qUe8tlOntI:
Honorable Claude Iabell, page 3
“‘Does the Secretary of State have the power
and authority, and Is it his duty, to ap-
prove and file a charter for an association to
be organized under the Co-operative Marketing
Aot, vhlch is In all things regular on Its
Pace, other than that It has included in its
purpose clause the operating and malntalnlng
of a public varehoualng business?
“%uld your answer to the above question be
different if the question involved an amend-
ment to an existing charter nether than a nev
charter?‘”
As to the rules governing the purposes for which a aor-
poratlon may be chartered, there Is laid dovn In 10 Ter. Jur.,
Sea; 32, pp. 624-5, the Solloving:
“In oonnectlon vlth the statement of the pur-
poses of the oorporatlon, the principal proposition
Is that the soope of the purposes enumerated in the
statutes must not be exceeded. The general authority
to incorporate a oorporatlon organized for ‘mutual
profit or benefit’ having been repealed, it 1s con-
sidered to be the policy of the Texas lav to limit
the rights of ticorporatlon to the specific purposes
authorized by statute. . .”
In the case of Smith et al vs. Uortham, 8eoretary of
State, 157 S, W. 740, the Supreme Court had under consideration
a case vhere it had been asked to require the Secretary of State
to approve the applloatlon for a corporate barter OS the Dallas
Automobile Club Bulldlng Association, and in vhlch It laid down
the SollovIng rules:
“The authority of this court to oompel by man-
damus the performance by the Secretary of State of
an offlclal act exists only ln those instances vhere
he Is under a clear legal duty to perform the par-
ticular act. Judlolal revision of his action In re-
jecting a charter of a corporation tendered for ap-
proval on account of its purpose clause 1s not jus-
tlfled unless the purpose named la clearly authorized
by law.‘I
The Farmers Supply Company of fiartley, Texaa, vas orlg-
inally chartered under Chapter 8, Title 93 of Vernon’
s Annotated
Civil Statutes, Artlole 5763 of vhloh la ln part a8 Sollovsr
Honorable Claude Iabell, page 4
“The provisions of the general oorponrtlon
laws of thla State, and all pover8 and rights there-
under shall apply to aaaocI8tlona organlaed hem-
uncor exoept vhen InDconSllct with the provision8
of tkie oiiipter. . . . ._
10 Tex. Jur.P Sec. 32, p. 625, lays down a further rule
aa Sollova:
(I . A further rule 18 that the filing of
a chiariei 8tathg purpores embraced in more than
one 8ubdlvlaIon of Article 1302 Is unenthorl8ed.
Furthermore, one subdlvlalon awaynot be
~o~akued to authorize tvo Independent bU8inea808.”
In the care of Ramsey et al ~8. Tod, Seoretary OS State,
69 S.W. 133, the Supreme Court van conaldering a petition for a
writ of 8wvlamua to compel the Secretary of State to file a charter
under oerta9.n statutes therein mentioned, ad ln ref’uring rush pe-
tition it vas held as follows:
“Considering the8e provl8Iona together, ve
61% of the opinion thet It vaa the Intention of
the legislature to authorlae a aorporatlon to be
foamed for any one or more of the purposes aa rpeo-
lfled ln any one of the subdlvlalona, and not for
two or more purposes a8 derrignated in tvo or mor8
8ubdlvlalona. Section 4 throva no light upon the
querrtlon, As to this mtter, langu8ge could hardly
have been earployed vhloh would have been more in-
deflnlte. The vorde ‘private corporations may be
created l a a for the purposes l l l mentioned In
the follovlng 8ectlona.’ lpey mean literally that a'
oorporatlon nay be formed for one of the purpo8e8
only, or for any one or more of the purposea, or for
all of the purposes mentioned In the aeotlon. So
the language ln section 5, *the purposes for
vhlch corporationa * l l may ba famed are, * la
equal1 indeterminate, But vhen ve some to con-
alder 3:he requirements aa to the aontenta of the
charter aa prescribed in ‘section 6, the leglalatlve
intent becomes more apparent. One of these la that
the charter must state ‘the purporel Sor vhloh the
corporation ‘la Sorawd’. For bhe reason that if
it had been intended that a corporation might be
created for two or more of the purpoeea apecifled
fn the preceding aectlon, it voul,d hove been ap-
propriate to have said ‘the purpose or purposes
for which it is formed’, the We of the vord ‘pur-
pose’ ln the singular number tend8 strongly to show
that It w&a the Intention of the legislature to
Honowble Claude Isbell, peg. 5
authorize the oreetlon of a corporation for only one
pwo80, or for two or mom of the purposes mentioned
In pne 8ubdlvl.ai.on. It mntybe true that the use of
the:slnguler number msx not be conclusive of the
quertion, and thet, if there were other provl8ions
ln the act vhlch, either by express declaration or
clear lmpllcatlon, indicate that it was intended to
authorize an lucorporatlon for tvo or aore of the
deelgmted purpo~ea, vhether ln the same subdlvlrlon
or not, ve should 80 hold. But no provlalon8 ln the
act vhlah shov 8atlrfactorlly 8uCh intention have
been pointed out, nor have ve found say. On the aon-
trary, the 8tl’UCtUlW Of section 5 tends to shov that
it vO8 Only On0 piWpO80 thEt wP8 t0 be mentioned in
the charter. If 8uch VII8 not the intention, vhr did
the lOgi8htUYO 8pW3if-7 each purpQ80 ln a 8eptW'Ate
8ubdlvl8lon of the rection, end number then from 1
t0 27, 8UCCe88iVelp? It 18 Et hMA8t 8UggO8tiVO that
Jvo purpo8e8, when not embraced in the 8-0 8ubdlvl-
don, vere not to be oonjolned ln 8 charter, but that
they vere to be 8evered, 8nd one alone adopted.
"Further, in thl8 connection it 18 to be noted
that ve are not dealing vlth a h8tlly prepared leg-
i8btiVe enMtIWnt. Unlike UBnJ Others, the 8tstUte
under COn8trWtiWI 18 comprehen8lve in lte 8OOpe,
elaborate In Its detailr, and bear8 evldenae upon it8
face tht It v&8 thoroughly aOn8idemd and carefully
prepered br a perron or per8on8 lemned In the la!?.
In such a 8tatute the de8ignatlon of the purpo8er
for vhlch corporation8 vere authorlsed to be created
in numbered 8UbdlVl8lOA8, together with the provl8ion8
that the charter rhould ret forth 'the purpore for
vhlch It 18 foamed', ought, In the absence of pro-
vision8 lndicatlng a different intent, to be deemed
to show that the leglrlature had in mind the creation
of a corporation for One of the pUrpo8e Or pUPpOSe
npeclfied in one aubdlvlsi~n only.'
In the oa8e of bObII8tOn et al ~8. Townaend, hx?etary
of State, 124 3. U. 417, the Supreme Court va8 con8idering 8a ap-
plication for a nmndamw to compel the Secretary of State to file
a chart& of lncorporatlon, which he r&U8Od to do on the ground
that it m8 for the fOl'S@tiOU cf (B CO~OFetiOn fOI' tV0 puIpO888,
vhlch, he contended, could not be combined ln one charter. The
contention
. was al80 n&de that the court had held in caee of
&%&8ey v8. Tad, dupra, that charter8 are authorl8ed vlthout llml-
tatloti for all the purporea mtmtloned $n any one rubdlvislon
Of the 8tatUte. In refusing satd application, the court hem a8
follovsr
Hcnorable Claude 18bel1, page 6
'A charter murt rpecify the purpo8e for which
the cOrpom%tlon 18 to be creeted, Thi8 rhould be
done with aufflclent clearne88 to enable the Set-
rotary Of Stat0 t0 800 that the purpore 8peCiflOd
18 one provided for by the statute, and to define
vith 8ome Certainty the rcope Of the bU8inO88 or
undertaking to be pur8ued. 'Phe charter tendered
in th18 Ca8e 18 80 &BSlOl'8land illdOfinitO in it8
l.SngUage that while it night apply t0 one bU8inO88,
ruoh a8 ve heve Iuentloned, ocn818tlng of both mm-
ufacturing snd la%nlng, with the pUrch880 and 8ale
Of gOOd8, etc., u8ed for it, it 8&ght al80 be taken
t0 authorize the tXWi6aCtiOn Of tV0 bll8blO8808, one
of wmufecturlng 8&d another of lplnlng, vlth the
further pover of purcbaee and sale incident to each,
An3 It appear8 to be the pUrpO80 of the relator8 to
use the charter for the carrying on of vhat ve re-
gard aa WC di8tiLCt bU8lIlO68Oe. WO lpay look to
thi8 a8 illu8tnAtiVe of the capacitier for u8e of
that which it 18 8ought to have the re8pondent
file, although Ve do not think that QUO8titXI8 a8
what ary be done amder a charter ordlnarlly mire
when it 18 pFOpC8ed to have one filed. It 18
proper and hportent to 888 that the purpo8e of a
charter I.8 80 expreaaed a8 to carry out the intention
of the LegiaZature lu making that requirementi for
it 18 by a compllanoe vlth It that the public, a@
veil a8 those speolally intOla8tOd in corpomtiorm,
are to be protooted agaln8t the a88urptlon of paver8
not g-ted. It appear8 from the petition that the
relator8 who are 0180 the propo8ed corpoMtor8 have
heretofore sated a8 partner8 in mln~ for 011, g&8,
and vater, and huve manufsatured their ovn tool8 and
equipment and device8 ured ln that bU8inO88, and
have Invented and received patent8 on 8ome vhtch
vere nev. They have been able to wmufecture mor8
of the80 than they have needed in dolug their elm
vork, and have been engaged in rolling then, and ..
the mtlsufacturlug bu8lnen8 vhlch they virh to
incorporate 18 thet of m&king there toolr, device8,
etc., for sale to other8. Suoh manufacturing ha8
heretofore been a part of the buelner~ which, a8
lndlvldual8, they had a right to conduct, but it by
no moan8 follcvs that it vlth 811 else that lr pro-
pored for the corporation Is only one bU8inO88 Of
@iFnLngand msnufacturlng 8uch aa one corporation
map follov. It 8OOlU8phin tb8t the bU8ine88 Qf
memufacturing for 8ale, toola, etc., for mlnlng
lsublo Claude 18bOli, page 7
Is a8 di8tlact iroll the burrin of ala&g as the
bwlne88 of rsnUfacturlag for eale faming lmple-
mat8 would be from f&Rlag. Ia order to hold thet
the 8LStutO allW8 the inCOrpomtiAg for tvo 8Uch
puPpOse8, Ye rhould have to hold that It authorlse8
the incorporatioa of oae corprry for dl8tinct burl-
a08808 of BUlufacturing 8ad mlain& vhlah a8 ve have
elrUdy 86id, I8 not true. And, a8 the oherter of-
fered can be titerpreted a8 meaning and 18 intended
to mean that It aUthOrifiO8 the punult of both bus;-
aO8808, Ve think the m8pOAdOat had the right under
the lav to refu8e to file It until the doubt a8 to
It8 8cope 8hould be removed by 8 more rpeolflc
8tatement of the purpo80.
"As ve have before lndloated, relator8 npl
011 8CSlOO~l'O88iOA8 in th0 OpiAiOA in h8UOJ t. 406
for their contention that ahiwter8 am autherlsed
vlthout limlktlon for all the purporer mentioned in
Uy OAO 8UbdiVi8itXl Of the 8trtUtO. Vht VI8
l’O611~ held VI8 tht the 8UbdiViS10?4 Of the 8ktUtO
8hoved tb~ hgi8htiVO intOAt th&t them 8hould be no
UAitiAg Of p~O808 -tiOllOd in dif?OlWLt rub-
dlvi8ion8, although related to uoh other, and cnly
those mentioned la the ume rubdlrleion vow capable
of bol.aa jolaed In one darter. It certalaly nr
not MUlt tht 611 Of thO8e RellticWd la SnJ 8Ubdi-
vl81on owld be united ln lvox7 c-8~0, regmdlerr of
the v&r ln vhlch they might be related to or connected
vlth each other. It will be seen tint the effort la
that 0888 Va8 to inCCl'pOIWLt0bUdJles808 vhiah would
have had a clore aad rytur81 ccnnectlcn vlth each
other, viz. : (1) “phm pUl'Oh680 6lld 8810 Of gOOd8,
v*re8 aad merchend180, and agricultural 8ad farm
productr'j and (2) *the accumulation and lorn of’
money la carrying out 8eid purpo80~. It thU8 ap-
pears that the latter purpore vould hve been vholly
dependent on the remlt8 of the fimt. m holding
Ye8 th&t beCiBU80Of the f4bCt tbati the80 pUFpO808
vere treated ba the rktute a8 eepsrate they could
not be mede one a8 rought, notvltkmtandlns the depead-
once of one upon the other. With thl8 In mind, it
18 Oa8p to undemstaad Vht V68 uld 86 t0 thO80 pur-
pc8er mentloaed together ia the 8Ubdlvl8lc~8. They
vere treated br the 8tat~te lt8elf a8 If the7 oould
be United aad hence they nuy bej but thl.8 doe8 not
mean that theJ lnult be held in every in8tanae to
otmstitute 'a bu8iAO88' the traA86OtiCU# Of vhlch 18
'the pUrpO8e’ of the lnoorporatlon, although wholly
I
775
Eoaonble Clmxle 18bel1, page 8
dlrtinct SrOm 8ad unrelated to eeoh other. The
court ln l?am8ey v. Tad bad no occarloa to determlae
the OOAditiOA8 08sentiel to lmorpontlng vhen
caly thO80 fib-8 mentloaed la a rlngle 8ubdl*l8lon
vere la que8tlon. We have endeavored to 8hov hov
mining and M!aUfaCtUring 816~ be combined wader rub-
divl8lon 14 and M8trlct out 4eal8lcn to tbnt."
Vader the above vell-defined rule8, lt 18 our oplaloa
that authorityfor the filing of the propored amea&ent to $he
charter of the l&mer8 Supply C of Ehrtley, T-8, rout
be found actor Chaptir 8, Title= . A. C. 8.. or It vi11 hve
to be refu8ed.
The declaxud policy of the St8te 3.n reg8rd to oo-opemtlve
nrketiag 688OCirtiOA8 6UthOriSOd br WptOr 8, ‘Lit10 93, 18 8Ot
forth in Artlole 5737 in the follwlng lmgusget
'In order to promote, Sorter and enooumge the
lntelllgeat and orderly biting or ag~loultwal
produat8 through oo-operation uui to ll%mQnte
8peoulatloa and vi8teJ and to make the dl8tributloa
0 agrioultursl pr0duot8 a8 dlreot 88~ aan be effi-
0 f .mtly doae between producer uul coaeumer~ aad to
8teblllse the market problear of agrlaultural prod-
UCt8, th%8 hV 18 F4i88ed.”
&tiOle 5780 Of aald 8ktUt0, a8 ammded, ACt8 1943,
..48th kg., p. 601, t!bap. 346, vhich ret8 forth the pUrpo808 for
vhlch 8uch an eb88Ocietion My be orgaalsed, mibd8 a8 fOllOV81
'&l~800i6tiOSl~~ tMJOP@AiUd t0 O-0 ill
m activity ln connection with the productian, cul-
tivation and cme o? citrus grove8 or tha rrkotlag
Or 8Oiih.g Of 6gSiO~b~6i prodUOtS 6Ad Cl$lvr ?FUitS
prc&qed by end aarketed for It8 melben),or in the
hrVOstiag, 9m8emb& drylng,pmOO88ing, wins,
8torlng, handling, 8hlpplng or utillsatloa thereof,
or the mamfaaturlng OF marketlag Of the by-product8
thereof) or in commotion with the mmwfacturing,
8elllng or ruppl7ing to It8 member8of rahlneq,
equipment or rupplie8; or in the fiWAc* of the
above-eauaembted actlvltle8; or ln any One or more
of the actlvltle8 rpeelfled herein, Provided,
hovever, any 8uch aotivitier my e%teUd to AOn-
member8 and to the production, otitlvatlcn and ten
of -8 mod or cultlvetrd by them and their prod;
uct8 limited by Artlole 5~38 a8 heretofore amended.
Honorable Claude 18bel1, page 9
Article 5738 of rsld rhtute8, vNuh llalt8 ths provl8lon8
Of &tiOlO 5740, 18 68 fOllOV8:
"(8) The term oagrlCultural prOdUCt8' rhall In-
olude horticultural, vltlCultun& forentry, dairy,
~~u~E~~'tbP~~~~;,":~~r~~~~~~~~~~t*l
mO8iber8 Of 888CCistiOIl8 without Capital 8tOCk and
holder8 Of cmon 8tock in 688Oui6tiOn8 orgsnlred
vlth o&pita1 rtock; (0) the term '888oclatlon' mean8 any
coTpOr6tioPl orga.a.iaOd under thir &3t Or a~iy &8SO5%4&-
tlon organized under the oe-operative ourketing aat8
of any other State of the United Stetes; provided,
8UCh fOXWi&l 888OCiatiOA 18 CC8&aC8Od Of per8Cll8 On-
gaged in the production of agricultural produotr as
farmers, planters, nsaahmen, dairymen, nut or fruit
grover8, acting together in a88ocl.atlon8, corporate
or othervl8e, with or without aspltal stock, in col-
lectively prOce88~, preparing for nmrket, handling
and marketing in lnter8teteand foreigncQp1111erce,
8uCh produat8 of per8on8, 80 engagedi provided, further,
that 8uCh a88OCiatiOlU 6l'e OpeNXtOd for the %UtUUl
benefit of the member8 thereof, 88 8uch producers, and
conform to one or both of the follovlng requlrement8:
"(1) That no member of the 888ooiatlon 18 al-
lawed more than one VOtS becruee of the amount of
8tCOk or memberrhip capital he umy oVn therein, or
“(2) 'Pht the 888ocistion doe8 AOt pay dividend8
on 8toCk or member8hip capital in exce88 of eight per
centum per annum, and in any Ca8e to the SolloVing:
“(3) That any 888OCirtiOll 8hr11 be pereltted to
deal in the prodUOt8 Of AOX+Eember8 tC an amount not
greater ln value than 8uoh a8 are handled by it for
it8 me8ber8; and (d) the ten ‘percrone rhall inolude
lndivldMl8, fiFI88, partruP8hip8, COzlpOratiOlI8 and
888OCiatiOZl8. A88ociaticn8 orgeal8ed hereuuder 8-11
be deemed non-profit, inrsguoh a8 they ere organized
not to make profit8 for themslve8, 88 ruch, or for
their aember8, 88 8Uch, but odq for their Emuben 68
producer8. ‘phi8 Aot 8hall be referred to a8 the
'Co-opexutlve Xsrketlng Act.'"
The powers of assoclatlona Incorporated under thi8 Act
am eet forth in Article 5742 88 fCllW8l
777
livmrrblv Claude Ivbell, page 10
%wh esroolatlon lncorporeted under thlr Chapter
8h~ll hvs the following power81
“(a) To taagage LKI8x29 actlvtty in connectlon
with the production, cultivatlou and car6 of citrus
@‘VW38 6l.d the lZS?.rk6t+& 8&13X4& haI’VCstin& pa+-
8erVla& dryin& &O?We8h43, Cannlmg, pecking, rtor-
ln& hnadliag or utlllaetlon of any agricultural
prodwtlr produced or dellvmed to it by its wmber8,
or the productlo~, umufaoturiag or market% of &he
by-pmduct6 thexwfj OF in connection vith the pur-
cha8e, hirlag, OF 1180 by it8 members of auppllesI
machinery or squlpmnt; or la the flnanolrq of any
8UCh aCtivit&38; 012 in amy Vm8 OF D013e Of the AC-
tlvlties specified in this Artlule.
ter8 "(b) To barrov mone9 and make advance8 to mvm-
.
*(a) To act as the agent or reprerentatlve of
member ~.mambere 2.a snj of the ebove-meatloaed
7
60 iVitb8.
O(d) To purchaf~9 or othervise aoquire, and to
hola, own aud 6xerelae all rS.ghts of owaerahip la,
cad to sell, transfer, or pledge shmecsrrof the cap-
ital 8took or boa&g of any corpvrntlcn OF aasoeiPtloa
engeged la euy rt&ted sct1vLt.y or ln the handliq
or marketim& of eny 08 the products handled bg the
asooctitloni including the power to eubecrib6, pay
for end own th6 capital Btock of Banks for Coopazro-
tlves ~organiaed under th6 'Fara &edit Act of 1933'
~)a686d by the &~@XWS Of the United State8 and a&+
'c)roved June 16, 1933..
“(j?) Tc establish lW8sW-JcvB8
fi.Ild tC %nvO8t thr
fids thereof ~Ln’bondr or ouoh other property au may
;a provided ln thr by-law.
'(f) To bw, hold nnd tx6rcisc all prlvlle(le8
of uvn6rsNp over such r6al 02 personal property a8
wy be necessary or convenient for tfio conduetlng am3
cperetlon of any of the bunlmsn OS th6 association
or inctdental thertto.
*(g) Tc do each and ovsrything neoeseerp, eult-
able or propor for the acaaaplis?zmnt Of any one of
the p~oei38 or the attainn6nt of arq oawbor mom of
the ObjOut8 heWin cumrated; cr conducive to 0~ ezpedlent
Bonorable Claude Isbell, page 11
for the interest or benefit of the assoaletloq and to
aontmat roaordingly~ and in addition to exepalse and
posses8 all pavers, rights and privileges necessary
or lnaidental to the purpooes for which the association
is organized or to the activities l.n vhlah it 1s en-
gaged3 and in addition, any other rights, powers and
privileges granted by the laws of this state to or-
dinary corporations except such as are inconsistent
vith the express provlsi&ns of this Act; and to do
any auah thlxq anyvhere.
“(h) To exten$ 1t.e aatlvltles to the products and
supplier of non-member8 to an mount not greater in
value tbnn such as are handled by it for its members.”
Artlale 5664 of aaaid statutes defines “warehouseman” as
a person lavfully engaged In the business of etoHng goods for
pro-t.
Article 5568 nets forth the aonditlons under vhiah any
person, firm, aompeny, or corporation shall be deemed and taken
to be public varehousemen, as follows:
0 . . l
“Any person, firm, aompany, or corporetion who
shall receive cotton, wheat, rje, omts, ciao, or any
kind of produce, vare#, merahandlse, or any personal
property in store for hire4 shall be deemed a.nd taken
to be publla warehousemen.
Chapter 3, Title 93, authorlses the fomatlon of 8 co-
operative aaroalation (Art. 5578), one of the pavers of which is
that of a varehousemm, (Art. 5579) and Chapter 4 of said Title
authorlses the Issuenae of varehoure reaeipts, Art. 5561 thereof
setting forth who nmy become a public warehouseman and the re-
quirements thereforj but, under the rules above laid dovn, the
Farmers Supply Company of Ebrtley, Texas, is not authorized to
take advantage of such provisions and to emend Its charter
thereunder, since it vae organbed and ban been operating under
Chapter 8 of said Title, vhiah is a different law. There being
no pmwlsion In Chapter 8, Title 93, authorlsing the lssuanas of
a charter containing the purpose alause set forth In arid proposed
amendment, viz& “provided said assoaiation meg further conduct a
public warehousing business, iacluding warehousing in aompllance
vith the app?iaable statutes, state and federal, relative to the
&uiorable Claude Isbell, page 12
qonductlng of state or feduwlly bonded warehouses,” It is our
opinion that raid proposed aswndment should be refused. ThlE
would be true without regard to whether the question lwolved
an amendment to sn existing Charter, or 8 new charter.
Trusting this satisfactorllj- sumvera your inquiry, ve
remain,
Youm very truly,
ATToBIwp QEaERaLOF TmA3
BJ z,ti4
J8r. W. Bassett
Asslst8nt
JUB/JCP