Case Information
*1 September 9, 1975 Opinion No. H-686 Chairman, Senate Education Committee
State Capitol Re: Legal status of Texas Student Austin, Texas 78711 Publications Board.
Dear Senator Mauzy:
You have requested our opinion regarding the legal status of the Texas Student Publications Board, and specifically whether is a legal entity and may employ
In 1971, the officers and directors of Texas Student Publications, Inc., entered into a “Declaration of Trust” with
of Texas System, whereby all assets of Texas Student Publications, Inc., were transferred in trust to the Board recited that the operation of student publications at the University would thereafter be under the cont:rol and jurisdiction of a Board of Operating to the ultimate Trustees, which wou1.d in turn be subject of the Board of Regents. filed Articles of Dissolution t.he Secretary of Stat,e, who granted a certificate of dissolution, effective October 1, 1971. 1396-7. 12, V. T. C. S. s provides that the dissolution of a non-profit
corporation issuance of a certificate of dissolution by the Secretary State:
shall not take away or impair any remedy available to or against such corporation, its or members, for any directors, officers, right, or claim existing, or any l,iability incurred, prior to such dissolution if action or other pro- ceeding thereon is commenced within three (3) years after the date of such dissolution.
Thus, for the limited purposes set forth in article 1396-7. 12, Texas Student For all other purposes,, Publications, Inc. , ceased to exist on October 1, 1974. it ceased to exist on October 1, 1971. We therefore conclude that Texas Student It has been Publications, Inc. , does not presently exist as a legal entity. succeeded Trustees.
pn 2985 *2 You also ask whether the Operating Trustees may employ of Trust provides, inter alia:
No action of the Operating Trustees shall have any force or effect unless included in the minutes and until it has been approved by the President of the University . Article 19.
No budget or budget amendment adopted by the Operating Trustees shall have any force or effect until such budget or budget amend- ment has been approved of Regents.
Article 20.
No expenditure shall be made by the Operating Trustees unless it is made in accordance with and pursuant to a budget item that has been previously adopted by the Operating Trustees and approved by of Regents. 21. . . . . all funds utilized in the operations
. . student publications are under the direct of an agency of the University, the Operating Trustees . . . . Article 25.
According to the Declaration of Trust, the Operating Trustees may act only of the President and may make no expenditure except in accordance with a budgets item approved Board Furthermore, is specifically ” The clear language of the Declaration declared to be ‘Ian agency of the University. leaves no doubt as to its meaning, and we are obliged to construe it as written.
The cardinal rule in construing written in- struments is to ascertain and give effect to the intention of the parties, as expressed in the language used by them. The instrument will be enforced as written, no matter what the actual int,ent,ion of t,he parties may have been, in the absence of a showing of fraud, accident, or mis- take. Cutrer v. Cur= 334 S. W. 2d 599, 606-07 (Tex. Civ. App. --San Antonio 1960), aff’d, 345 S. W. 2d 51.3 (Tex. Sup. 1961).
p. 2986 *3 Accordingly, it is our opinion that the Board of Operating Trustees may employ an attorney only with the approval of the Board of Regents and the President of Texas a4 required by the Declaration of Trust.
SUMMARY is no longer a legal ent.ity. The Board may not employ an attorney without of the Board and the President of the University at Austin.
Attorney General Opinion Committee
jad:
po 2987