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                              .
                  _‘.
                  gFn=                    :?F ‘THE ATTORNEY GENERAL   .OF IT&&s.:
                                                      AUSTIN
GROVERSELLERS
ATTORNEY~GE)I(ERAL




       Han-X    A.. Seklsoa, Corsrisaloner
       State ~Departmnt of Bsg!d.ng
       Austin-U+    Texas




                                                                     oslti'  Loah :~
                                                                     which is en-
                                                                    th a proposed
                                                              It is our opinion ..
                                                                    appr0:W.a bha&y-
                                                                    n aubjaot-cor-
                                                                    he naxe deklged'-
                                                        'aions of Zub-aedtioKl,-




       :               nW.~have'.made~no apeclal   cheek as--to~,the..                  .,,
              'le&elity    of the present corporate    nami,, but-we-
           -- presume that lts'use      Is appropriets    by reason of.'
               the fact that seid oonpony wss orqnizfd          prior
               to'.the'passage    of X&e Buildi?y   end Loan~coae et
               th&'Eeirond Call&3 Session of the lJstT~Leglslature~ -
               in1929     which code included the special      language
              mentioned under Sub-seotion        1, Action   30. Further-
               more, there is a possibility       in "our opinion that
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                                                                                  . ..:, -4391.                     ~-
 go+   E. A. Jamiaon, page 2                     ,’   ..                     ‘_
          .. - .._7._




                           .
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                     ’

        the intent'of  'the'Legislature     was to require savy
        tugs end loan sssocfationa      to use a name that
        would iaentlfg their business as ocntradistingulshed
        ircm a banking business when, it enacted the sub-.
        eeotibn to which rererenoe ia made, thus oauaing
        the sphere of influence     aa exeroiaed by savings
        ami loan associations     ena benking aseooiatlacs   to.
        be distinctly   unEerstooa by the pub110 with which
        eaoh type of fin6nCb.l     1nst:tution   deals.    :
              eWe desire information, therelore,  ES to
        whethex Or not’the Mutual Deposit &Loan Coopony,.
        Austin, Texas, may'bjr charter smendsxent change its
        corporate name to read The xutuel Deposit Cornpang,?

     ---- ~-dW.i.~le       8818-29   Vernon*‘a   Annotated     Civil   Statutes       e
  providee,    in part;
                                                                                                  -. -._
                 ”     . . 1. The name essumed by the essoeiatlot,
         which &ail not be the name assumed by anj,'other asso-
          ciation  incorporated   under. t&is law, nor 8o slmiLer
         as to be liable     to mlslead.   The nsmd oi the: assooia-                                   :       ‘,

         tlon hereatter    chartered shall terminate with'the
"‘O--.-~words~ 'Building 6nd Sloan AssooiatiOnq, ore %6v%ng and                                   :j                      )


         Loan Assooiationf ,* end.asaociation's    heretofore chartered,
    ,....~,nay by smendmant to their uharter,     change the neme ot
         their association,so     es to pr,ovfzle for such terminology,*
          .~--Article      88113-31, Vernon*8 Ar@otate& Cfv&T, Statt&sm
  16 a6 fOlhWS1                                            i
                  “Any building and loan a8sbclation       heret.oZore     or
-.,~...~..~,,_herearter incorporated    under the laws OP thfa: State,,
           may, by resolution       adopted by two-thirds    vote or shares
           represented and voted et any annual moating,, or at anp
-~--‘---~~-ieetSng helB for that purpose, increase its authorXzed
           aapltal stock or amenQ,its articles         of associetion      or                              .        .,_
           by-law8 in any menner not inconsistent         with the provi,-
           aions cb this eat.        No such incrsese   of oapital     stock
          rbr amendment to the articles        of incorporation     or to the,
           by-laws shall have eftect        until a copy of such reaolu-
           tion, certified      by. the president   and secretary    of auoh
           associstian,     shsll b3 iiha, approved and recorded in
           the manner as pro?ide$ in this law."
.d        .




                     :


                         ..
              .. -            .                                                 .
                 Oenerallg speaking, It la stated            In Hildsbrand*a
     Texae Corporations,   Vol. 1, page 128;                         :
                 *A neme of  some kind Is essential   to the exiat-
         enoe of a corporation,     but insofar 8s there are no
         restrlctlons     in the oherter,  the oorporstion  ma’y
         adopt any nama that it seas fit,      provided the name
        ~seleoted 1s not the 8ame as, or no aimllar to that
         or another business oonduoted In the same rield or
         operation that -the public may be deoeived of the
         original     user may be deprived~or  the good will of.
      ” his business.”                          .. .,
                                 I
                 The general rule with reference        to the ohenge of’
  oorporati      names as stated In Corpus Juxia        %oundum, Vol. 18,
 ‘page 569 la1
         .’     WAatatute  oonferrlng     the general power to    .”
          alter or amend a charter Includes the power to                 .,
       _ ‘alter the oorporate name. An aot whloh provides
          that an existing  oorpokatlon      shell or nay change
        ” its name, changes _ * in an essentlel     partloular
          the organlo law of suoh oorporation       and Is there-
          fore an amendment of,fts      oharter and aubjeot to
          a constitutional  provision     relating. to amendatoPy      ~’ .
          dote. . . .*               *:                              ‘._
                 It is stated     in .&erIoan   Jurlsprudenoe,     Vol.   13,
     page 276.
                WA general method dg whIoh corporations      may
          ohange their name Is eeually kzxpressly provided
          for by statu@e;, but a oonatltutlonal    provlalon
          that corporations   may be formed only by general
          laws ana not by speoial. aot, exoept for munioi-
          pal purposes, Ia not violated     by a speolal   sot
          ohanging the name of an existing. corporation.
          k generel paver to alter or amend the aharter of
          a corporation   necessarily  InoluEes the parer to
        : alter, the name or the oorporstilon.   . . .n
                                             .   ~...   _.   ..~.   .~..    ._   ~..~., -..-...       -.   . .._

                                  ’




  aon. H,. A., JamIson, page, 4                                            ‘.
                          ..                                                                      -
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          1 ‘It *(ill ‘be noted’ that Article   Sgla-31 ~authorlzee any
   baIlding and loan assooietion      to amend It8 artioles   or assoole-
‘. tion or by-laws In sny manner not inconsistent       with the provi-
   aIons 0r the Act.     It will be seen rrom the foregoing      author-
   ItIes that a ‘general power to alter or amend the chsrter oi a
   aorporation necessarily     includes the power to alter the name
   of the o~orporatlon.    Howeve?, It la apparent thet thIa general
   power has been restrioted     with reference   to building and loan
   gssooiatlons  by Section 1 of Article      8816-29.   This statute,
   expressly provides that the name or-the assooiatlons        herearter
   chartered shall terminate with the words “building        and loan
   association”  or *saving and loan assboIatlonui        And a asooia-
   tlona b~eretorore ohartered mey,by amendment to their oharter,
   change the name of their aaaoolatlons       so as to provide ior such
   terluinolog~.                   .I
            It his our o&Ion     that any buIlUIng and loan aasooia-
  tion heretorore   ohartered may by amendment.to their oharter
~bange~he~llame~,-or.-their   :as&ooIa tlon; however, ‘If any building
  md Sloan association    changes its name, lt mwt comply with the
  provIslona of Artidle 881a-29.       The name of the aasooiatlon
  must CermInate with the words WbuildIng. and loan assooIatIonR
  OT asav1ng and loan assoolatlon.”           .,
              gpeoltIoally  answerlng~ your qua&Ion,   It IS 6ur opinion
   that the Yutual Deposit and Loan Compaay cannot legally      by
--charter amen&ncnt change Its oorporate name to aldutnal Dspoalt
   Compeny.e
                        .’    ‘.,
                            ,- .:.
               ,:.                 .:: ~Pbura yei+ Qwly      ‘-
                           .~. “.
          ,,’      .;..             ATk       C3&&L CF T&S               ‘.‘*                                      ;



              :                             . ~edell-Wlliama
                                                      Assistant
