                                     The Attorney General of Texas
    JIM MATTOX                                          December 30.      1983
    Attorney General


    Suprw    Cow! Bulldlng         Mr. Alvin J. Barnes                                 opinion       no.     JM-120
    P. 0. Box 1254a                Red River Authority     of Texas
    *us1in. TX. 78711. 254a
                                   302 llamilton  Building                             RO:    Status    of the Red River
    5121475.2wl
    Tolox glW574.1357              Wichita Palls.   Texas     76301                    Industrial    Development Authority
    T&copier    5121475.0255                                                           under the Open Records Act

                                   Dear Mr.   Barnes:
    714 J4ckson. Su118  700
    Dellss. TX. 75202.4505
    214/742-W44                          The Development       Corporation      Act    of    1979.     article      5190.6,
                                   V.T.C.S.,    was amended in 1983 by the inclusion            of sections      11(b) and
                                   14A which purport     to specifically     bring within       the ambit of both the
    4S24 AlWrla Ave.. Suita~lSLl   Open Meetings     Act, article     6252-17,    V.T.C.S.,     and the Open Records
    El Paso. TX. 79905-2793
    SlY53W484
                                   Act, article     6252-17a.    V.T.C.S.,     non-profit     industrial       development
                                   corporations    formed pursuant      to the act.       Acts 1983, 68th Leg.,          ch.
r
                                   464. 114. 5, at 2685-2686.        Sectfon 11(b) of the act now reads:
    .dQl Texas. Suite 700
    Hourton. TX. 77002.3111                     The board of directors          is subject     to the open
    71Y22waS5
                                                meetings      act,   Chapter    271,  Acts    of   the     60th
                                                Legislature.       Regular   Session,   1967.    as amended
    806 Broadway. We 312                        (article     6252-17. Vernon’s Texas Civil       Statutes).
    LuObock. TX. 79401-3479
    So5l747.5235                   Section    14A now reads      as follows:

    4309 N. Tanth. Suite B                      The board of directors         is subject     to the open
    McAllen. TX. 78601-1885                     records      act,   Chapter  424,   Acts    of    the    63rd
    5W552-4547                                  Legislature,       Regular  Session   1973.     as amended
                                                (article     6252-178, Vernop’s Texas Civil      Statutes).
     200 Msln PIU& suiu 4w
     San Antonlo. TX. 752052797    You ask four questions  regarding               the effect    of        the   recent   amendments.
     512/2254191                   We address each of your questions                in turn..
                                                -.          .   _    _         _        _   _    -
                                          You first       ask whether        industrial      development     corporations      must
     An Equal Opport~nltyl
                                   comply with       the Open Meetings             Act,   article    6252-17.    V.T.C.S.       You
     Afflrma~iv~ Actlon Employer
                                   assert   that,     since the Open Meetings Act requires                 compliance     only by
                                   “governmental         bodies,”        Industrial       development      corporations        fall
                                   without     the      ambit      of     the     act   because      Industrial      development
                                   corporations      are not “governmental            bodies.”     We disagree.      We need not
                                   address      whether        an      industrial       development       corporation       is      a
                                   “governmental       body” for purposes of the Open Meetings Act in order to
P                                  answer your question.            In an instance        in which a general statute         and a
                                   specific     statute      conflict,       the specific       controls    over the general.
                                                                                                  .



Mr. Alvin    J. Domes     - Page 2, (JM-120)




Sam Bassett    Lumber Compooy v. City of Rouston,       198 S.U.?d 879. 881
(Tex. 1947); State v. Bolli,       190 g.W.2d 71 (Tax. 1944). cert.   denied,
328 U.S. 852 (1946).     rehearing    denied, 328 U.S. 880 (1946).    Whether
an industrial    develonmsnt     cornorotion  is o “sovernmentol    bodv” is
irrelevant;   it is clear    that ;he legislotura    i&ads   that,  at -leoat
for purposes   of the Open Meetinga Act, it ahall be so considered.         A6
the Texas Supreme Court declared:

             The language   [of the statute]    appears to be plain
             and unambiguous and itr meaning clsor and obvious.
             We can only enforce      the statute    06 written and
             have no right    to create   or to find on ambiguity
             vhere non exists   . . . .

Col-Tex Refining       Company v. Railroad Cormiseion            of Texas,     240 S.W.Zd
747, 750 (Tex. 1951).           We are obliged      to interpret       the statute    in a
way which expresses         only the will     of the makers of the statute.             not
forced or strained,        but simply such aa the words of the low in their
plain    sense   fairly      sanction     and will     clearly      sustain.     Railroad
Ccnrmission of Texas v. Miller,           434 S.W.2d 670, 672 (Tex. 1968); Texas
Righwoy Cosanission         v.    El Peso Building         and Construction         TG
Council,    234 S.W.2d 857. 863 (Tex. 1950).               Accordingly.       we conclude
that,   by the amendments to article            5190, V.T.C.S.,       set forth In Acts
1983, Sixty-eighth         Legislature.      chapter    464. sections        4 and 5 at
2685-2686.     the     legislature      intended     that     industrial      development
corporations       created       pursuent      to    the     Industrial       Development
Corporation    Act be considered          “governmental     bodies”      for purposes    of
the Open Meetings Act.

        You next      ask    in which      location   or locations       should      such
corporations     post notice of meetings under the Open kleetinga Act.                 The
recent     omendmeats offer        us no guidance.       The Open Meetings       Act at
article      6252-17.      section    3A. V.T.C.S..       sets   forth    the    notice
requirements       df    the    act   and lists     various    types   of    politlcsl
subdivisions      and the locatlone          where they must post       notices.        No
mention is made of Industrial           development corporations.

       We ore required         to interpret      a statute     so OS to ascertain           and
give effect       to the legislative.        intent    therein    expressed,     Knight v.
International       Rarvester     Credit Corporetion,       627 S.W.Zd 382. 384 (Tex.
1982) ; State v. Terrell,            588 S.W.2d 784, 786 (Tex. 1979).               We must
consider    the history       of the subject        matter involved.       the end to be
attained,      the mischief         to be remedied,          and the     nurnose      to be
accompllshed.        Cslvert     V. Fort Worth Notional          Bank, 356-S.W.2d        918,
921 (Tex. 1962); Magnolia Petroleum Company v. Walker, 83 S.W.2d 929,
934 (Tex. 1935).         Clearly,     the legislature     intended that. at least           for
purposes of the Open Meetings Act; industrial                 development     corporations
are considered        to be “governmental          bodies.”      Such corporations         are    -
created     with     the    approval      of and act        on behalf        of   political




                                          p. 506
    I4r. Alvvin J. Bones         - Page 1          (JW120)




    subdivlmions.        Section    4(o)      of     lrtlcle   5190.6.   V.T.C.8..     provides    es
    ~fdlawo:

                Any number of neturol                persons,        not    less    them
                three,     each of wha le lt leoet                 18 years of ege
                and o qualified         elector     of the unit may file with
                the governing body of o unit a written                    aDDlicotion
                requ&ing         that -the unit           outhorlse      and approve
                creotion.of~      o corporation         to act on behalf of the
                unit . . . . If the governing                 body by appropriate
                resolution        finds      and     determines         that     it   is
                advisable      that the corporation             be outhorlzed        and
                created and approves the articles                  of incorporation
                propored to be used in orgenising                  the corporation,
                then     the     orticler        of    incorporation          for    the
                corporation          may      be      filed       as      hereinafter
                provided      . . . . No corporation                may be formed
                unless     the unit has properly             adopted o resolution
                as herein described.             (Emphasis added).

    The act defines       “unit” to meon “o city,        county,    or district    which may
-
    create    and utilize      o corporation.”       V.T.C.S.     art.    5190, f2(12).      In
    order to properly       effectuate    the apparent     intention     of the legislature
    in adopting       the recent      amendments,    we conclude        that   an industrial
    development      corporation     must file    notice    of meetings      under the Open
    Meetings     Act in the same manner and in the same location                       as the
    political     subdivision     whose approval      is required      and on whose behalf
    the corporation       is created.

          You next ask whether the boards of dfrectors       of such                  corporations
    ore now precluded     from taking officio1     action  by means                   of unanimous
    consent without holding a meeting on the subject,        o power                  specifically
    granted to industrial     development corporations    by section                   14(c) of the
    *ct. We conclude that they ore.
           Section       14(c)     of      article        5190.6,    V.T.C.S..       provides     the
    following:

                        Any action required’ by this Act to be taken at
                    a meeting of the directors      of a corporation    or any
                    action    which may be taken ot a meeting          of the
                    directors     may be tsken without       o meeting    if o
                    consent in writing,     setting  forth the action to be
                    token,    shall  be signed by all     of the directors.
                    Such consent shall     have the some force and effect
                    as o unanimous vote and may be stated          as such in
                    any articles     or document filed    with the secretary
r                   of state under this Act.




                                                           p. 507
Mr.   Alvin   J. garner    - Page 4        (JBHZO)




     An act which is later in point of time coetrolaox eupereedeson
earlier act, inaofor sa the tvo ore 1nconaiatantand irreconcilable
and cannot both stand at the same time.  Texar State goard of Pharmscy
v. Kittmen, 550 S.W.Zd 104, 106 (Tex. Civ. *pp. - mler 1977. no
writ); Eelsell 'I.Texas Water C41iaaion, u)O S.W.2d 1 (Tex. Civ. App.
- Dellea 1964, writ ref'd n.r.8.). If stotutea have conflicting
proviaiona,the earlier   otatuta mill be held to be repealed   only to
the  extent  of the conflict end othervise vi11 be construed OS
remaining  in effect.    Bank of Texas v.                Childr,     615 S.W.2d      810,    814
(Tex. Civ. A&    - Dallas 1981. vrit  ref'd               n.r.e.1.

       Section     14(c)   of article      5190.6,    V.T.C.S.,vhich permit8 boards
of directors       of industrial      development       corporation8      to teke official
action    without     l meeting    if a consent        in writing.      setting     forth    the
action to be taken is signed by all of the directors,io in direct                            and
irreconcilable         conflict     with     section       2(o)   of    article       6252-17,
V.T.C.S.,      the Open Meetings Act,           which    require8    that    every    regular,
special,     or called     meeting of every unit falling             within the aubit of
the act shall,        unless    othervise     provided      in the Open Records Act or
permitted      by the constitution,          be open to the public.              Because the
recent    amendment bringing         industrial      development      corporations      within
the purview of the Cpen Records Act is the provision                       adopted later       in
tims, this is the provision            to which we are obligated            to give effect.
Accordingly,        we conclude       that    boards     of directors         of   industrial
development       corporations      are precluded         from taking officio1           action
without a meeting as permitted             by section      14(c) of the act.

        You finally       oak whether industrial          development     corporations     must
 comply with         the    requirements        of   the    Open    Records    Act,    article
 6252-17a. V.T.C.S.          We conclude that they do. You assert               here, OS you
 did    with    respect        to your       first     question,     that     on industrial
 development       corporation         la   not    a "governmental        body" under        the
 definition      set     forth     in the Cpen Records Act.                For the reasons
 discussed     and by virtue         of the authorities         cited above in ansuer to
 your first     question,        we disagree.       We conclude      that the legislature
 intended    that     industrial      development     corporations     created   pursuant      to
 the Industrial        Development Act of 1979, article              5190.6.    V.T.C.S..      be
 considered     "governmental        bodies" for purposes of the Cpen Records Act.

                                         SUXMARY

                  Industrial        Development       Corporations      created
              pursuant       to     srticle      5190.6,      V.T.C.S.,       are
              considered        to     be. "governmental         bodies"      for
              purposes      of     the     Open Meetings        Act.    article
              6252-17.       V.T.C.S.          An industrial       davelopuent
              corporation        must     file    notice    of    meetings      as
              required     by the Open Meetings            Act in the        aoue
              manner and in the same location              as the political




                                              p. 508
Hr. Alvin   J. Barn..     - Page 5          (J?l-120)




            aubdiviaioa        whore   approval       la required     and on
            whom behalf the corporation                 ia created.    Boarde
            of     directors           of        iaduatrial       development
            corporationa are precluded from taking officiel
            action without a meeting held in comPliancr with
            the Open Meetinga Act;  section 14(c) of article
            5190.6.    V.T.C.S..     is impliedly       repealed.     Boarda
            of      directors         of     industrial         development
            corporations      created    pursuant    to article      5190.6.
            V.T.C.S..      are    considered to be “governmental
            bodies”     for purposes      of the Open Records           Act.
            article    6252-170.    V.T.C.S.




                                                        .Jxn       WATTOX
                                                        Attorney    General of Texas

TOMGREEN
First Assistant     Attorney     General

DAVID R. RICHARDS
Executive Assistant Attorney           General

Prepared    by Jim Moellinger
Assistant    Attorney General

APPROVED:
OPINIONCOMl4ITTEE

 Rick Gilpin,   Chairman
 Jon Bible
 Colin Carl
 Susan Garrison
 Jim Hoellinger
 Nancy Sutton




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