                                          September       9,   1975



The Honorable     Oscar  H. Mauzy                                     Opinion    No.     H-686
Chairman,     Senate  Education Committee
State Capitol                                                         Re:   Legal      status    of Texas     Student
Austin,   Texas    78711                                              Publications        Board.

Dear    Senator     Mauzy:

       You have requested    our opinion   regarding                 the legal   status        of the Texas
Student    Publications Board,   and specifically                  whether   the Board          is a legal
entity   and may employ   an attorney.

       In 1971,     the officers   and directors         of Texas       Student      Publications,         Inc.,
entered     into a “Declaration       of Trust”      with the Board            of Regents       of the University
of Texas      System,     whereby    all assets      of Texas        Student      Publications,        Inc.,     were
transferred       in trust to the Board        of Regents.          The Declaration           of Trust       recited
that the operation        of student    publications       at the University            of Texas      at Austin
would    thereafter     be under the cont:rol        and jurisdiction            of a Board       of Operating
Trustees,       which   wou1.d in turn be subject          to the ultimate          control     of the Board         of
Regents.       Texas    Student   Publications,        Inc.,     filed    Articles      of Dissolution         with
t.he Secretary       of Stat,e, who granted        a certificate        of dissolution,         effective      October
 1, 1971.

       Article     1396-7.  12, V. T. C. S. s provides              that the dissolution           of a non-profit
corporation       by the issuance   of a certificate              of dissolution   by the         Secretary    of
State:

                          shall not take away or impair                 any remedy
                          available       to or against       such corporation,         its
                          directors,        officers,      or members,        for any
                          right, or claim         existing,     or any l,iability    incurred,
                          prior    to such dissolution           if action   or other      pro-
                          ceeding      thereon       is commenced        within   three     (3)
                          years     after    the date of such dissolution.

Thus,     for the limited    purposes     set forth   in article   1396-7.    12, Texas    Student
Publications,       Inc. , ceased   to exist   on October      1, 1974.    For   all other   purposes,,
it ceased     to exist   on October   1, 1971.      We therefore      conclude    that Texas    Student
Publications,       Inc. , does not presently       exist  as a legal    entity.    It has been
succeeded       by the Board    of Operating     Trustees.




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The   Honorable        Oscar       H.   Mauzy   - Page   2      (H-686)




      You also        ask whether   the Operating            Trustees     may   employ    an attorney.
The   Declaration        of Trust provides,    inter         alia:

                          No action   of the Operating    Trustees     shall
                          have any force    or effect  unless   included     in
                          the minutes    and until it has been approved
                          by the President    of the University     of Texas
                          at Austin         . Article   19.

                                No budget   or budget   amendment     adopted
                          by the Operating     Trustees    shall have any
                          force   or effect  until such budget    or budget   amend-
                          ment has been approved        by the Board    of Regents.
                          Article   20.

                               No expenditure      shall be made       by the Operating
                          Trustees    unless  it is made       in accordance    with and
                          pursuant   to a budget     item that has been previously
                          adopted  by the Operating         Trustees     and approved   by
                          the Board    of Regents.       Article    21.

                           .   .   .

                           . . . all funds utilized    in the operations    of
                           student  publications    are under the direct     control
                           of an agency    of the University,    the Operating
                           Trustees   . . . . Article    25.

According          to the Declaration      of Trust,   the Operating     Trustees      may act only
with the       approval     of the President     of the University    of Texas     at Austin,     and may
make     no     expenditure     except   in accordance     with a budgets item approved         by the
Board     of     Regents.     Furthermore,       the Board    of Operating     Trustees     is specifically
declared         to be ‘Ian agency     of the University.    ” The clear     language     of the Declaration
of Trust        leaves    no doubt as to its meaning,       and we are obliged        to construe     it as
written.

                                 The cardinal      rule in construing        written       in-
                           struments       is to ascertain      and give    effect     to the
                           intention     of the parties,      as expressed        in the
                           language      used by them.         The instrument          will be
                           enforced      as written,      no matter   what the actual
                           int,ent,ion of t,he parties      may have been,           in the
                           absence      of a showing      of fraud,   accident,       or mis-
                           take.     Cutrer    v. Cur=          334 S. W. 2d 599, 606-07
                           (Tex.    Civ. App.    --San     Antonio   1960),     aff’d,     345
                           S. W. 2d 51.3 (Tex.       Sup.   1961).




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The    Honorable    Oscar    H.   Mauzy    - Page    3       (H-686)




      Accordingly,     it is our opinion   that the Board   of Operating     Trustees   may
employ    an attorney    only with the approval    of the Board    of Regents    and the
President     of the University   of Texas   at Austin,   a4 required    by the Declaration
of Trust.

                                          SUMMARY

                           Texas     Student     Publications,       Inc.,  is no longer
                        a legal    ent.ity.    The Board       of Operating    Trustees
                        may not employ          an attorney      without   the approval
                        of the Board        of Regents     and the President      of the
                        University       of Texas     at Austin.




                                                  Attorney       General   of Texas




Opinion     Committee



jad:




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