THEATITORNEY GENERAL
OFTEXAS
Honorable M. 0. Flowers
Secretary of State
Austin, Texas
Dear Sir: Attention: Mr. Will Mann Richardson
Opinion No. O-2902
Re: Whether the tendered charter of
American Youth Assembly should
be approved
This will acknowledge receipt of your letter of Novem-
ber 15, 1940, asking whether or not the charter proposed by
the American Youth Assembly should be approved.
The original charter accompanies your letter.
Section II of the charter, stating the purpose of the
proposed corporation, is as follows: "The purpose for which
it Is formed is educational."
An explanatory affidavit, which accompanies the charter,
enlarges upon this purpose, as follows:
"To encourage young men and women to be
more patriotic and loyal to the Constitution
and laws ~of the United States and of the State
of Texas; to disseminate information that is
calculated to encourage and 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 con-
science; to discourage foreign isms among the
youth of America and tomencourage youth to be
loyal, patriotic Americans."
Further, it is stated that "No other business of any
nature whatsoever is sought to be transacted under said charter
other than that above enumerated."
It is apparent that the attempt here is to incorporate
under Subdivision 2 of Article 1302 of the Revised Civil Sta-
tutues, 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 should be stated with suf-
ficient 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'or undertaking to be pur-
sued must be defined with 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's Department, Book 29, pages 1 and 63, Book 30, page 1,
Book 30, page 191, Book 31, page 479.
Thus it is not always sufficient that the charter
state the purpose of the corporation in the exact language of
the statutes. ee Opinions of the Attorney General above re-
ferred to.) In(Fhis instance since the statute allows corpor-
ations'to be formed for the sipport of 'any educational under-
taking," it is incumbent upon the incorporators to state the
character of the undertaking for which it is proposed to in-
corporate, in order that the Secretary of State may determine
whether the particular undertaking is for the support of an
neducational undertaking." It follows that the purpose stated
in the charter of this corporation, to-wit: "The purpose for
which it is formed is educational" Is Insufficient to meet the
foregoing requirements.
We are therefore thrown upon the explanatory affidavit
accompanying the charter, which states the purposes of the
corporation as follows:
"To encourage young men and women to be
more patriotic and loyal to the Constitution
and laws ~of the United States and of the State
of Texas; to disseminate information that is
calculated to encourage and 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 con-
science; to discourage foreign isms among the
youth of America and to~~enc&urageyouth to be
loyal, patriotic Americans.
It is our opinion that this affidavit does not state the
purposes for which the corporation is to be formed with suffi-
cient 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 encourage young men and women to be
more patriotic and loyal to the Constitution and
laws if the United States and of the State of Texas;
D 0 0
This statement of purpose is extremely vague and'in-
deflnite:except as 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.ionthat 1s calculated
to encourage and promote the cardinal principles 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 section may or may not indicate the support of an
"educational undertaking." Various news services, newspapers
and magazines disseminate information. Some of.the newspapers
and magazines, through their editorial policies, disseminate
information calculated 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 could not 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
explanatory affidavit is likewise too bague and indefinite to
enable one to decide that the purposes of the corporation are
for the support of "an educational undertaking" in their pri-
mary objective.
The last clause of the affidavit is as follows:
"To discourage foreign isms among the youth
of America and to encourage youth to be loyal,
Patriotic Americans."
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 pro-
cesses of education. The essence of the educational process
liesin the "giving of instruction." There is nothing in the
charter itself or in the affidavit accompanying it from which
the Secretary of State, in our opinion, can determine with any
Honorable M. 0. Flowers, page 4 O-2902
reasonable degree of certainty that this corporation is formed
for the purpose of "giving instruction" in any field of knowl-
edge, or that this corporation is formed for the support of
such an undertaklng.
Yours very truly
ATTORNEY GRNERAL OF TEXAS
By s/R.U. Fairchild
R.W. Fairchild
Assistant
RWF:db:wc
APPROVED FEE 24, 1941
s/Gerald C. Mann
ATTORNEY GENERAL OF TEXAS
This Opinion Considered And Approved In Limited Conference