Mr. Claude A.~Wll.l.iams
~Aesi6tant Secretary of State
Austin, Texas

Dear sir:
                                               :
                                                      opinion No. O-605
                  ..,-,. , .:,,.)                    .Re: lJn&+~what statutes is the
                  .>!'...~                                  S&et&y       of State authorized
                                                            to eanction.the     creation of
                                                            two~aoll and.water conservation
                                                            associations     described?
                                                            Iq authorized,     what filing   fee
                        _ I _ .: .~~' I~ :                  ~should be:cbwged      and would the
             ,. I ./         _ ., .,. ~.,
                                        . _.   ., ~.        aeaoc~iatlolls.be~exempt~fro~
                       ~-.       _  ,::                     paymnt~of~franch~se       taxes?

             Your request for an opinion                   on the above stated    questions
has be&     received by this office.

            Article ,3 of,each,+opoaed  articles    of.fncorporatfon
 of the Upper Brady Creek Sdl and Water Conservation +3sociation
 add The Warlupe Soil and Water Codsemtion~Association           indicate
 that it IS the desire of the incorporators      to incorporate under
 the provlsl&s     of the Cooperative Marketing Act.     Title 93, Arti-
 cle 5737-5764, inclqaive.

             Article       5740, Revised           Civil   Statutes,   reds   a8 fo~oW.6:

             "An association    may be organized to engage in
      any activity         ip comec$ionwith the marketing 01‘
       selling of the agricultural      products of It6 mem-
       bere, or with,the harvesting,       preserving,   wing,
       processing,   canning, packing, storing,       ha@ling,
       shipping, or utilization      thereof,   or the manufac-                               ,~   ~.
       turtig or marketing of the by-product6 thereof;           or
      .ln connectioq with the manufacturing,         se&ling or
        supplying to its embers of machinery, equipment
       or supplies;   or .in-the-finaz?dng     of the above em-.
       merated activities;     or & any one or.mre        of the
       activities   specifie& herein.      Provided, however,
        any'such activity    may extend to non-members a+
        their products limit& by Article         5738 a6 hereto-
        fore ~amended."
Mr, Claude A. Williams,    April   19, 1939, Page 2 (0495)



          Article 2 of the proposed articles   of incorporation          of
each of the above mentioned associations   are identical  except         the
names of the assoclatlons and read es follows:

           “The purposes for which the Warlupe Soil and
     Watcrshed~ Association,    Is organized,     Is to engage In
     the conse.rvation of soil and the storage of water,
     and the prevention of dlstructive        floods.    To con-
     struct tanks, reservoirs,     lakes, ponds, and to en-
     gage any and all activities      that will assist and
     further the district     in the accomplishment, of
     soil building,    water conservation,      aud.flodd con-
     trol,  and to aacomplish these purposes to work co-
     operatively~ot~r-conse~atlaq         districts    agencies,    .’
     Countlee ana authorities     arid powers enpaged ip ~,
     similar .practices.*

            We do not thl+ that any of the purposes outlined in
,the purpose clauses of these two proposed associations   authorize
the creation and, incorporation of these assoclatlous   under ,the,
Cooperative Marketing Act., (Ch. 8, Title 93, Il. C. 6.)

           Article l.302, Revised Civil Statutes,  sets fourth and,
specifies  the purposes for which private corporations, may, be formed
or created, however, this statute &es not provide for the creation
or formation of.~a corporation for the purposes as set forth in the
purpose clauses of the above mentioned proposed corporations.

            After a careful search of the statutes, we have been
u+ble to find any statutory provision authorizing associations
with the purposes expressed by these two assoqiations   to be ln-
corporated.

           You are respectfully advised that It is the opinion of
this Department that the statutesof    this state do not authorize
~~~~:~~t”~~~~~~~~~~~~~~~~~~~o~~~~

submitted with your Inquiry.

           Trusting   that the foregoing   answers your inquiry,    we
remain
                                                Very truly yours
APPROVR6                                    ATMRVEY-         QF:TEX&S
/s/ W. F. Moore                             By /s/ Ardell Wllllazm
FIRSI ASSISTAKP                                    Ardell Williams
AT!mmEY-        OF TEXAS                                  Assistant

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