HEAXTORNEY GENERAL
OFTEXAS
Hon. W,lll Mann Richardson Opinion No. O-3947
Assistant Secretary of State Rer Does the Secretary of
iiustln, Texas State have authority to grant
charter extension to River-
Dear Slrr side State Warehouse Company?
According to your letter of September 9, 1941, you
wish to be advised whether in the opinion of this department you
are authorized to extend the charter of the above named corpora-
tion.
We quote the following paragraphs from your letter:
“We have been furnished with an application
for an extension of the charter of the above named
corporation. This corporation was formed on Se tem-
ber 9, 1916 under the provisions of Article 557f; of
the Revised Civil Statutes of Texas. This was a
particular type of corporation in which the charter
had to be submitted first to the Commissioner of
Markets and Warehouses. That position has now been
abolished.
“The application for an extension of charter is
drawn up In the proper form, if this department has
the authority to grant such an extension.”
Chapter 3, Title 93, Vernon’s Annotated Civil Statutes,
relating to markets and warehouse corporations (Articles 5578-
56.11,Revised Civil Statutes, 1925) authorized the issuance of a
charter to permit any number of persons, not less than ten, sixty
per cent of whom are engaged in agriculture, horticulture or stock
raising as a business, with not less than three-fourths of whom
are resident citizens of Texas, to organize and operate a cooper-
ative association under its provisions, other than in cities of a
population of 40,000 or over D And further, as provided in Article
5578, the application for such charter shall contain the informa-
tion required by the general corporation laws.
Article 5588 of said statutes provides:
“Every corporation organized under this chapter
shall be amenable to and subject to all laws of this
State governing corporations generally.”
. . ..
Hon. Will Mann Richardson, page 2 (O-3947)
The authority to incorporate under the provisions of
Chapter 3s dating from the enactment of its provisions, Aots
1917, 35th Legislature, First Called Session, still remains, al-
though the Legislature by the Aots of 1925, 39th Legislature,
Chapter 13, abolished the offioe of Commissioner of Markets and
Warehouses and vested Its functions and duties in the Commls-
sioner of L rioulture. This latter aot in no wise affected the
rights, powers and operation of suoh corporations in axistenos
prior to Its passage, and as authorized under the provisions of
the 1917 act.
It will be noted that by the provisions of Article
5581, the application for a charter under Chapter 3 is required
to be filed with said Commissioner and approved by him prior to
presenting same to the Secretary of State. And such corpora-
tions are under the supervision and control of the Commissioner
of Agriculture.
Article 131!?(a), Vernon’s Annotated Civil Statutes,
in part provides:
“Subject to a finding by the Secretary of State
as hereinafter provided, any private corporation or-
ganized or incorporated for any purpose or purposes
authorized under this Title, at any time within ten
(10) years prior to the expiration of its charter, or
any extension thereof, may extend such charter and
the corporate existence of such corporation for an
additional period of not to exceed fifty (5O)years
from the expiration date of the original charter, or
any extension thereof 9 with all the privileges, powers,
immunities, rights of succession by its corporate name,
and rights of property, real and personal, exercised
and held by it at such expiration. 0 e 0
“Such extensions, however, may be made only in
instances where the Secretary of State shall have found,
after proper investigation, that such corporation is
solvent and its capital unimpaired.”
Article 1315(b) of said statutes provides that the pro-
visions of Article 1315(a) shall extend to and include all private
corporations incorporated under the general laws of Texas.
We have not viewed the present charter nor the corpora-
tion’s application for extension thereof. However, from the
facts stated in your letter, such corporation, organized and ex-
isting under the general laws, is within the provisions of Article
1315(a) 3 supra, authorizing an extension of its charter.
Hon. Will Mann Richardson, page 3 (O-3947)
It is therefore~the opinion of this department that
the Secretary of State has the authority to grant to the
Riverside State Warehouse Company, a corporation organized
and incorporated under the provisions of Chapter 3, Title 93
of the Revised Civil Statutes, 1925, an extension of its char-
ter after such application for an extension has been filed with
and approved by the Commissioner of Agriculture.
Yours very truly
ATTORNEY
GENERAL
OF TEXAS
By /s/ Wm. J. R. King
Wm. J. Ft. King, Assistant
APPROVED SEP 30, 1941
/s/ Grover Sellers
FIRST ASSISTANTATTORNEY GENERAL
APPROVED:OPINION COMMITTEE
BY: BWB, CHAIRMAN
WJRK:GOgwb