Case Information

*1 *’ . ORNEY GENEECAI~

E 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 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 Acts of the 26th Legislature, i5 1 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

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 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 1315 a) f and 1315(b), supra.

Article 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

"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 ,the negatfve.

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 1942

s/Gerald C, Mann

ATTORNEY GENERAL OF TEXAS

Approved Opinion Commfttee Bg s/BWB Chafrman