                      The Attorney                   General of Texas
                                            Nay 2,     1980
MARK WHITE
Attorney General


                   Honorable Bill M. White                       Opinion No. Mw-118
                   Criminal District Attorney
                   Bexsr County Courthouse                       Re: Whether       a  professional
                   San Antonio, Texas 78205                      corporation    or    professional
                                                                 association may make a campaign
                                                                 contribution.

                   Dear Mr. White:

                          You    have requested     our opinion as to whether a professional
                   association   or professional corporation may make a campaign contribution.

                         Article 14.06(A) of the Texas Election Code provides, in pertinent    part:

                                 Except to the extent permitted in Section 317, Texas
                                 Election Code, it is unlawful for any corporation, as
                                 defined in this Act, to make a contribution        or
                                 expenditure,  as defined in Section 237 of this
                                 code. . . .

                   Corporations that make such unlawful gifts and officers or directors who
                   consent to such gifts are guilty of a felony of the third degree. Elec. Code.
                   art. 14.06(P), (G). “Corporation” is defined in article 14.01(c) of the Election
                   Code 88

                                 every organization   organized or operating  under
                                 authority of the Texas Business Corporation Act or
                                 the Texas Non-Profit Corporation Act. . . .

                          It is suggested    that professional    associations   and professional
                   corporations are subject to article 14.08(A) of the Election Code by language
                   of articles 1528e and 1528f which provides that such entities are

                                 . . . subject to the duties, restrictions   and liabilities
                                 of other business corporations. . . .




                                                P.    565
Honorable Bill M. White     -   Page Two     (MI+178)

V.T.C.S. art. 1528e, S 5 ;V.T.C.S. art. 15281, 8 25. The argument goes that one of the
“duties, restrictions and liabilities” imposed on a business corporation is a prohibition
against making “a contribution or expenditure,” as defined in article 14.01 of the Election
Code.

       Other types of corporations,       like professional   corporations   and professional
associations, are organized under statutes other than the Business Corporation Act. See,
s,    Ins. Code art. 2.01 et seq. and 3.01 et seq. V.T.C.S. art. 342-301 et seq.; V.T.C.S. art.
852a, S 2.01 et seq. These organizations, such as banks, savings and loan associations and
insurance companies, ere specifically       added to the definition of corporation in the
Election Code. We believe this specific treatment of similar corporations implies that
professional corporations     and professional associations are not included within the
definition.

     The Secretary   of State has issued a directive which states inter alia:

           The definition    [of corporationl includes neither professional
           associations organized pursuant to Article 15281 nor professional
           corporations pursuant to Article l528e, Vernon’s Annotated Civil
           statutes.

Secretary of State, Political Funds Reporting & Disclosure Directive, April 12, 1978,
section II(C). See M. O’Connor, Campaign Pinanci~ in Texas, 40 Tex. B. J. 1029 (1977).
The Secretary omtate first issued a directive to this effect on December 31, 1975. The
legislature has met twice in regular session since the promulgation of these directives and
has not acted to alter the statute to achieve a different result.

      Furthermore, Election Code article 14.06(A) is a penal statute, and must be strictly
construe& Eubahks v. State, 203 S.W.2d 339 (Tex. Civ. App. - Austin 1947, writ rePd). It
must be sufficiently clear that those subject to its provisions may know who is liable for
punishment. & We believe article 14.06(A) of the Election Code is unclear as to whether
it applies to professional associations and corporations.   It would be subject to being held
void for uncertainty if applied to such organizations.    Eubanks v. State, s r& Moreover,
the administrative construction holds it inapplicable to them, and the iep4% ature hss met
without changing the law. Consequently, we believe a professional corporation or a
professional association is not prohibited by article 14.06(A) of the Election Code from
making a campaign contribution.

                                       SUMMARY

            A professional corporation organized under article 1528e, V.T.C.S.,
            and a professional association organized pursuant to article 15281,
            V.T.C.S., are not prohibited from making a campaign contribution.
                                                                      n
                                           &v-b


                                                 Attorney General of Texas



                                            P.    566
Honorable Bill M. White      -   Page Three        (NW-178)



JOHN W. FAINTER, JR.
First Assistant Attorney General

TED L. HARTLEY
Executive Assistant Attorney General




Prepared by Susan Garrison
Assistant Attorney General

APPROVED:
OPINION COMMITTEE

C. Robert Heath
Jim Allison
Susan Garrison
Terry Goodman
Tom PO&III
Bruce Youngblood




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