Untitled Texas Attorney General Opinion ( 1942 )

*’ .
E ORNEY GENEECAI~
OF TEXAS
Honorable William J. Lawson
Secretary of State
Austin, Texas
Attention: Mr. Abner L. Lewis
Dear Sir: Opinion NO. 0-4818
Re: Is the Bagmen of Texas, Inc.,
authorized to revise its charter
under Article 1315, Vernon's An-
notated Civil Stbtutes or r,enew
the same under Articles 1315a
and 1315b, Vernon's Annotated
Civil Statutes?
Your letter requesting the opinion of this department
on the above stated question reads as follows:
"We are forwarding you herefn the file of
Mr. 3. P. Stubbs, who seeks an extension of the
charter of the above captioned corporation. This
department has Informed Mr. Stubbs on several
occasions that we are without authority to ap-
prove and file this extension, for the reason that
laws Fnacted subsequent to the Incorporation of
said concern require that they be submitted to
the Insurance Department.
"It has been before us several times, the
applicant insisting that it Is a matter for us
to pass upon.
"Will you please furnish us with your opin-
ion as to whether or not we are authorize! to ap-
prove and file this extension of charter.
The above mentloned corporation was organized and in-
corporated in 1906 as a fraternal beneflciar association under
Chapter 115, Acts of the 26th Legislature, 1i5
99, as amended by
Chapter 86, Act5 of the 27th Legislature, 1901. By the express
terms of the charter, the period of time for which the corpora-
tion was to exist was twenty-five years. The original charter
expired under its own terms on June 6, 1931.
Honorable William J. Lawson, page 2 o-4818
The purpose clause of the original charter reads as fol-
lows:
"This corporation Is organized and 1s to be
carried on for the sole benefit of its members
and the beneficiaries and not for profit, and the
purpose is to promote charity and benevolence
among commercial travelers by making provision
for the payment of benefits In case of death,
from a Tuna derived from assessments, monthly
payments or dues collected from its members.
The Bagmen of Texas, Inc., was organized and incorporated
solely as a fraternal beneficiary association and was not ln-
corporated as a benevolent, charitable, educational or mission-
ary undertaking. The corporation did not support any literary
or scientific undertaklng or maintain a library or promote
painting, music or other ffrie arts. Therefore, Article 1315,
Vernon's Annotated Clvll Statutes is not applicable to said
corporation, In other words the above mentioned corporation
is not authorfzed to revise its charter under the provisions
of said Article. (Article 1315, Vernon's Annotated Civil
Statutes) q
Articles 1315(a) and 1315(b) were enacted by the Forty-
fifth Legislature in 1937 and authorize all private corporations
incorporated under the general laws of Texas to extend their
charters and the corporate existence of any such corporation
for an additional period not to exceed fifty years from the ex--
plration date of the original charter, or any extension thereof,
wfth all of the privileges, powers, immun~tles, right of succes-
sion by its corporate name, and rights of property, real ana
personal, exercfsed ana held by any such corporation at the
expfratlon~ date, to the same Intents and purposes as upon the
orlginal incorporation, provided, the extension of the charter
Is made at any time within ten years prior to the expiration
of its charter. under the facts stated, the above lncorporatfon
has no right OP legal authorit to extend Its charter under
the provlsfons of Articles 1315fa) and 1315(b), supra.
Article 1387, Vernon's Annotated Civil Statutes provides
in part:
"A corporation is dissolved: 1. By the expira-
tion of the time limfted in its charter..........."
It is stated in Thompson's "On Corporations", Volume 8,
page 599:
Honorable William J. Lawson, page 3 o-4818
"A corporatLon is dfssolved ipso facto and
its powers as a corporate entity ceases on the
expiration of the period of the time stated In
the charter OP governing statute, It Is ~dead in
law~and Its existence as a corporation can only
be contln;ed thereafter by Legislative action.
D . 0 0 I)
It is further stated in Thompson's "On Corporations",
in the above mentfoned volume on page 584:
"Literally speaking, the afssolutfon of the
corporation is its legal aeath, In other terms,
the dissolution of the corporatfon fs such a
termlnatfon of the entity as ends its capacity
to act as a corporate body."
In view of the foregoing we respectfully answer the above .
stated question In ,thenegatfve.
We are returnfng herewith all of the instruments attached
to your inquiry.
Trusting that the foregoing fully answers your inquiry,
we are
Yours very truly
ATPORNEY GENERAL OF TEXAS
By s/Ardell Williams
Ardell Wflliams
Assistant
AW:mp:wc
Encl.
APPROVED SEP 14, 1942
s/Gerald C, Mann
ATTORNEY GENERAL OF TEXAS
Approved Opinion Commfttee Bg s/BWB Chafrman