               THE     ATTORNEY                   GENERAL
                             OFTEXAS
                            AUSTIN    II.   Texan




                                  December 16,        1959



Mr. E. B. Camlade                           Opinion    No. ~-758
Chief Aocountant
Texas State Parks Board                     Re:     Authority  of the State
Austin,     Texas                                   Parks Board to withdraw
                                                    shares of stock from
                                                    the Varner-Hogg State
                                                    Park Trust Account No.
                                                    941 for the purpose of
Dear Mr. Csmiade:                                   sale or trade.
             Your request   for   an opinion        reads    as follows:
            “Enolosed is a photocopy          of a letter  dated
      December 19, 1958 from Alice            N. Hanszen to the
      State Parks Board concerning            the gift or a
      stock certifioate    evidencing         1,425 shares of
      Fifteen    Oil Company Stock.
            “Based on Attorney ffeneral Opinion number
      WW-122 the State Parks Board aooepted said
      stock.    The stook was deposlted     with the State
      Treasury    In Varner-Hogg State Park Trust
      Aacount number 941, an aocount that was oreated
      for another stook donation       (the stook donation
      refersed    to in said oplnlon number W-122).
      The reason for using the came Trust Acaount was
      beoauss of the eimilarity      of the u8e for which
      the two separate     donations  vrere made--operation
      and malntenanoe     of Varnsr-Hogg State Park.
           “However, the donors are different  parties
      and the latter   oovering the gift of the Fi.ftron
      Qll Company Stoak provides   for the use of the
      proaaadr  from tho sale of said shares as wo%L
      as any lnoome r@aLbe’i therefrom,
             “Your opinion is rsnpsotfully            requested     on
      the    f&llowlng queetlons:
             ”1 * Does the State Parks Board have the
                  authority  to withdraw said 1,425
                  shares from said Varner-Hog    State
                  Park Truat Aocount number 9 f:1 for the
Mr. E. B. Camiade,       Page 2                    (Opinion    No. ~-758)



                   purpose of sale and then redeposit
                   with the State Treasury the funds          ac-
                   quired from the sale thereof;

            “2.    Does the State Parks Board have the
                   authority  to withdraw said 1,425
                   shares from said Varner-Hogg      State
                   Park Trust Account number 941 for the
                   purpose of trade or exchange for other
                   stock and then redeposit      with the
                   State Treasury   the stock acquired
                   under the trade transaction?”

            Opinion No. WW-122, referred   to in y-cur letter,
concluded     that the State Parks Board has implied   power to
accept   gifts    of personal property for the purpose of main-
taining   a system of public    parks.

             The donor’s   transmittal    letter    accompanying    this
gift   of   stock contained    the following     language:

             “It is my intention         and desire   in making
       this gift      of the shares evidenced        by said cer-
       tificate,      that you use the proceeds         from the
       sale of said shares,         as well as any income
       realized      therefrom,    for current    expenses   and
       costs     incurred    in the operation,      maintenance
       and upkeep of what has formerly            been known as
       the Varner Plantation          House and the premises      on
       which the same is situated           and which is now
       known as the Varner-Hogg           State Park, near the
       Town of West Columbia,          in Brazoria    County, Texas.”

             The Parks Board here occupies   the position of a
trustee,     and as such is subject  to rules of law governing
trustees     generally.

          The quoted portion   of the settler’s  letter    shows
that a sale of these shares by the Board was contemplated
with approval.    This language is sufficient   authorization
for the sale of the donated shares by the trustee;       there-
fore your first   question  is answered “yes.”

          However, it does not follow    that the Board also has
the power to trade or exchange the stock for other securi-
ties.   The rule is that “A mere exchange of property       is not
a valid  exercise  of the power to sell.    . . .”   (Corpus Juris
Secundum, Vol. 84, Sec. 288 (f),    p. 482.)    Again, "A trustee
has no power to invest   trust funds unless    such power has
Mr. E. B. Camiade,      Page 3                      (Opinion     NO. ~~-758)



been expressly    or impliedly  conferred  on him; and power to
reinvest   will not be inferred   mere1   from a power to sell."
(Tex.Jur.,   Vol. 42, Sec. 98, p. 7137

             A trustee's     investment   power must depend solely         upon
the settler's      intentions,     as determinable     from the trust       in-
strument.      (C.J.S.,     vol.  84, Sec. 325, p. 521.) The instru-
ment here involved        is silent    as to any power other than the
power to sell.        The terms of the trust       instrument    do not
empower the State Parks Board to reinvest              proceeds    from the
sale of the stock in question.            Furthermore,     without    specific
statutory     authority     the Board has no general       authority    to
invest    its funds.      (See A.G. Opinion No. WW-725, November 16,
1959.)      We therefore     answer your second question        "no."

                               SUMMARY

                The State Parks Board has the author-
          ity to withdraw 1,425 shares of donated
          stock from the Varner-Hogg     State Park
          Trust Account No. 941 and sell the shares,
          redepositing   the proceeds  from such sale
          in that account.    The Board does not have
          the authority   to trade or exchange these
          shares for other stock.

                                         Very   truly   yours,

                                         WILL WILSON
                                         Attorney General




JRI:bct

APPROVED:

OPINION COMMITTEE:
W. V. Geppert, Chairman

J. Arthur Sandlln
L. P. Lollar
Phocion S. Park, III
Tom I. McFarling

REVIEWEDFOR THE ATTORNEYGENERAL

By:   Leonard   Passmore
