                  THEATTORNEYGENERAI.
                                   OF       TEXAS

                                   AUSTXN     aa. TEXAS
PRICE  DANIEL
ATTORNEYGENERAL
                                        Feb. 25, 1947


       Hon. Paul H. Brown                       Opinion    No. V-47
       Secretaxy   of State
       Austin,~ Texas                           Ret   Proper time for filing and
                                                      recording   in office of the
                                                      Secrcsasy of State a feso-
                                                      lution Y~a4Wia8    t.he cerpo-
                                                      rat*  term of a railroad
                                                      corporatie*    pur#uant to the
                                                      provisions   of Article 6268,
                                                      and prepes    ferm for said
                                                      reaolutiea   and itr accem-
                                                      panyiag   c4rtificatf7,

      Dear Sir?

                 You hrvs raguested an opiaien frem this department as
      to whe,ther or not it would be pcrmiraibla        fer a railread %srpora-
      tion to file the resolution   r.4nsffvino its :amrperate term with the of-
      fice of the Secretary    (DEState before the expiration of the current
      cosporrte period,     The, problem of when saGb resolution       should be
      filed turns on the construction, ef Article 6268 which raadu as fel-
      lows;

                “The marmot 4 srnwia~    a raillead carporation
             which has expired by iapm af rims shall be a8 Sol-
             lQW%

                  “1, By a rer&utioa   19 w&Ming adopted by a ma-
             jority of threa-fe$aWtha of WI storkho~~eps of the
             company rt a reg,ula* meeting of the stockholders,
              specifying then period of time for which the corpora-
             tion is renewed.

                 “2. Those desiring a renewal          of the corporation
             shall purchase the stock of those         opposed thereto at
             its current value.

                  “3. The     reaolution,   when adopted, shall be cer-
             tified to by    the president of the company: and he shall
             state in his     certificate  thereto that it was adopted by
             a majority      vote of three*fourths   of all the stockhold-
             ers of said     cempany at a regular meeting of such
             steckhclders,       and that the stockholders    desiring such
Hon. Paul H. ,Bpown - Page       2                         Opinion No. V-47



       renewal     have purchased the stock of those who
       oppose     such renewal, and such certificate shall be
       attested    by the secretary of the company under
       the seal    of the company.

            ““4. Said resolution and certificate     shall be
       filed and recorded      in the office of the Secretary
       of State, and the renewal of said corporation        shall
       date from said filing.”

           This article is to be found in Title 112, R,C,S., 1925, entic
tled “Railroads’”   and as specific legislation   applicable to raflread
corporations    provides  the exclusive method of renewal or exten-
sion of railroad charters,    the statutes relating to renewal of cor-
porate charters generally being inapplicable.        13 Amer. Juris. p.
228, 5 85.

            The phrase in Article 6268 which causes doubt as to the
proper time for filing such resolution        is as follows:   * The maaae r
 of renewing a railroad s-erposation which has e ired by la se of
time shall be as follows:     j ~ /’ (Em~s~d--fE--TmFui-
scored    language is viewed alone and given its literal meaning, the
 steps of renewal which are then enumerated would seem to be a
sequence to the expiration      of the railroad corporation     with the re-
sult that steps accomplishing       a renewal could not be takea until
the full period of cerporate      existence  was at an end; however, this
article mu&t be wad in connection with the other articles which
provide for the creation and existence         of railroad corporations,
most of which were originally        enacted in 1876 and all oft which
comprise     Chapter One entitled “‘Charters and Amendments*             of
Title 112. These articles      are not numerous and may be briefly
summarized.        Article 6259 gives the minimum number .of incor-
porators;    Article 6260 requires a railroad corporation         building or
operating,    etc., a railway in the state to be chartered under the
laws of Texas; Article 6261 regulates the amount of stock sub-
scription and the amount to be paid iw Article 6262 gives the req-
uisites for the articles of incorporation        and reads as follows:

           “The persons propesing to form a railroad
       corporation   shall adept, and sign articles of in-
      zorporati*n,    whieh shall nnta5th:

          “‘1, The name of ,the propmued corporation.

           *2, The places from and to which it is in-
       tended to censtruct the proposed    railroad,  and
       the intermediate   counties through which it is
       proposed to construct the same.     Local suburban
      .railways may be constructed     for any distance
       less than ten miles from the corporate     limits
       of any city or town, in addition to such mileage
       as they may ‘have within the same; and in such
       case the general direction   shall be given from
       the beginning point.

          ‘“3. The place at which shall be established
       and maintained the principal business   office of
       the proposed  corporation.

           “4. The time of the commencement      and the
       period of the continuation of the proposed   eor-
       goration.

          ‘“5. The amount of the capital      stock   of the
       CorpoPrtion.

           “6. The names and places of residence of
       the several persons forming the association  fox
       incorporation.

          ‘“7. The names of the members      of the first
       board of directors, and in what officers    or per-
       sons the government   of the proposed   corporation
       and the management   of its affairs shall be vested.

           “8.   The number and amount of shares in the
       capital   stock of the proposed c,ospo+ation.w

Article 6263 provides that the Asto~rney General approve the ar-
titles of incorporation      an,d attach thereto a certificate    to that
effect.   Article 6264 provides for an afiidavit to the amount of
subscriptions,     etc., sworn to by at least three of the directors,
and to be recorded       with the articles oi iccorporation     in the of-
fice of the Secretary      of State. Once these steps are taken “‘The
existence    of such corporation      shall date from the filing of the
articles   of incorporation     in the oddice of the Secretary    of State,
and the certificate     of the Secretary    of State ‘under the seal of the
State, shall be evidence of suc’h filingO” Artic.le 6265; but ““No
railroad corporation       shall be formed to continue more than fifty
years, but such corporation         may b,e renewed from time to time
for periods not longer than fifty years.”         Article 6267. Article
6268 has previously       been set out in Ml,      On!y six articles   re-
main in Chapter One e,nd these reP,ate respectively          to sale or con-
veyance under special law, the lien in such instances,            amend-
ments to articles of incorporation,         and amendments     limited in
applxation     to branch lines.
Hon. Pa,u1 H. Brown     - Page 4                         Opinion   No. V-47



existence:    azeat9ean Arbiel~s 6259-6266; ~Poathr Articles     6.271-
6274; and extiam          Article 6267, or, ia tLw altinutivo, z~~wrl,
Artieloe 6267, 6268, A aornpar~ison of Article LEU, pmvtily
quded and baa         to de with &a filiag of 8Ptkbs Ot Mrpertiion,
i,e, crsdion.    uo3 A~tiole 6269, p~8vfo#ly     qaoQJ and hatig    to do
with r~.abewaI, ~evealr two entirely difbcmt      prumdawe6, Now if
A~tic~rmu~t             that xonewal coukl LB had aXy if the corpo-
rate emtibrpOX brirg had &s&red to exlnt or, Ir 48~ words of the
shalt4 B ‘had eqigcd,’      it w&l   ba aeaoaury    b Pea&eats that be-

p2f9y26y                                      !+itzJr~~20f
Article 62b Urrly       coariampla*    that +&a a*Selnbnu l    &otiaiag
renewal be tikon while the ao~p.avsa09oa 18 h kiag.          Seatim I
speaks of *sto&holders,W      ‘regulu     m@etf&glp” P)~d4ent        of the
company,      &a    Let UB w&de2      the 18isUaMo8 ahi& would arise
if the reaolut&m Oakan dur&c corporate         ex(rt*luEo &fislJ set be
filed until #&t existeaacl h&d Wtmbrtad.         ~xbh~~ th4~3l¶OSn4At     of
termirutian    and tie mcuneat of eoaxHmm$ba bllo#tMl co84stutivsly,
the eorpo~ratkm would h&Q4 ceased t4 41&& fi*r tin #w+I~ it by
any method save mbi~th mad +&mptwcedn8b of ~Aslttck$ 625$-6266?
In the meantime in what Iimb0 would i&S dti               Qo?pelWian    find
itself?   It oan hardly be supposed that the Legf8Wun           l&Mded
renewal t0 be fraught with W&A teebni~s                or *at *aI      coin-
cider&e of expiration    and reaewal fr pagprtred.

            It is true that See, 4 sf Astide 4268 pnem’tkr      thatthe
renewal of the ~~orporatPon shall drti from tba iiliq       ti   recording
of the certificate    ad   Paclduti0n in the &fiCS od SsCaStapY of Wte.
IA one mnse under this seMion the laagirr e in qua&Aea hem may
be exDlained, fez by so dflit~r *a COS9OX~d Wd k&m ,*l4&4d to 8bort-
4x1 it; allot&f    time: tbascbo~t,  by a& act ef filing it ‘hea rxpirad”
m.d 1s renewed.
Hon. Paul H. Brown      - Page    5



ix&have expired at the time the renewal was filed           Tr,we the
court does net rule on the propriety      of the date of fih,iag: dppsar-
ently it was not questioned;    but in view of the court’s language,
previously   quoted, to the effect that such renewal amounted to a
continuati4n of the old corporation     and in view of the foregoing
analysts of the provieions    of Chapter I cn Charters and Amend-
ments, it is the opinion of this department that the resolution        ex-
tending the aorporate    term of a railroad corporation       could be
filed and recorded   in the offica of the Secretary    of State before
the expiration of the then current period of existenoe of said
corporation.

            The form   of the resolution    and the accompanying     cer-
tificate whioh you have submitted to us comply with all the re-
quirements   of Artiole 6269, are not in conflict witi the provisions
of Chapter I of Title 112, R.C.S, of 1925, nor wi’th the lows of ohe
United States, nor ef this S&w, and if SO prepared,     adopted,
signed, and submitted b the Attexnay General, he will attach
therat  a mrtificate  t4 that atiect.

                                 SUMMARY

          In view of the provisions    cf Chapter I, Title 112,
      R. C. S,, 1925, md in view of Flowers
      er R, Co., 156 S, W. (Zd) 260, a
      -I           eo~e%ation,   eeuld be filed and reco&ked in
      the office of ?&e SeaWary      of State before the mqdro-
      ties, 4f Ehe t&en c*lrg*nt corporate period of existence.
       The reselutisn   and ac!cempanying     certificate must
      comply with the requirements        of Article 626#, R.C.S.,
      1925.

                                  Yours    vel”y truly,

                                  ATTORNEYGENERALaFTEXAS




MP:jt: sl



                                  APPROVED        FEB 25 1947
APPROVED
OPINION COMMITTEE
BY   BWB
CHAIRMAN
