                                                                          659-




             OFFICE   OF THE AmORNEY       GENERAL    OF TEXAS
                                 AUOTlN
==z




 Xoaarabie X. 0. Blowers
 searotary of mato
 Austin, Texas

 Dear a.-1                Attention   or Ml?.




                                          parties   who sent   in   the
                                     fridarit    to the erfect
                                         rly authorizml an6 tluxa
                                                 Tie bare been aeked
                                              71 Of no proosdurs
                            ocom~lished and we would like an
                        Department aa to what procedure should
                        an amendment rbcitea      on ite faoo that
                       thorizea,  and later eoldsnca .ie mbtnittoa
      showing tPat it 19asnot progarly authorized.*
          The abow mntfonud aarendmont w&s riled by Xiwarro
County Eleatrlo Cooperative, Ina., in proper Porn arA approved
ae filed on the date atated in your Lettsr.
                                                                             660   .




lionorable   K. 0. Flosara,   Page 2


           Ye quote from the letter   of the Honorable Beauford Hi
Jester,  Attorney for l?avarro County ~lectrio  Cooperative,  fua.
addressed to fIOAOmbl9   M. 0. ylowars, Secretary ?f state, Aust 1II,
Texas, July 10, 1940, as rollowsa
            *It developed after, the filing   of      this amendment that
      a majoritp vote or the ImAbers, either          p?esant in person or
      by proxy, OS this Ca-operative     was ~0%      obtained. at the
      annual neetily.    This resulted in the        RpTal ~leotrifiaation
      fd.i~ttitiOA      dsolaring   th3   eleotion   or n~n3 direotora
               .
            a1 am .ln reoelpt 0r lnatruotlona   from the Rural x3.00-
      tririCStiOA   Admihiatration to prepare ASW by-laws whioh
      the dlreotora   will anaot, and also to withdraw the above
      nentionad amendment to the artlalea     of i$oorporation.
            “1 would be pleased to obtain your opinion and dirao-
      tions aa to the proper and effeotive    way to withdraw thia
      above mentioned aaandaeat to the artioles    of inoorporation
      of th5.a Co-operatim,   whiab is on file in your offioe.
             *It is apparent that fifty-one    per oent of the member-
      ahlp not being ptiesent in person or by proxy to amens the
      original   artloles   of inoorporation  mkes the above i?LaAtioAed
      amendment of no legal force and efieot.       xt oooura to aa
      that in the affidavit     by the President and Saoratary, who
      signed the amendment, to the effect      that it -8 arterwarda
      aaoertained    that a legal quorum was not >rase& and that
      their affidavit     to the amendment wab erroneous,  and that
      the aniendaent ia in truth and in faot of ~0 legal erreot
      baoauaa oi thee8 faota, would be auffiofant      for your OHice
      to oanoal and withdraw the aaendaent from your raoords.
      . L .u
            Under the above mentioned omen&aantArtiola   4, SsotiOn    1,
of ;irtiole  7, Saotiona 1 and Z of Artlola 8 Of the OrigiA31    3l?Zfd.33
of inoorporation   of the Navarro County Electric  CoOperativS,) IL&O.,
w3p3 anended, aAd hrtioie   0 was added to the original  mi0i38d
the Xavarro County Eleotrio   eooperatlve,  Iu0.
                                                                           -                 __._~~



                                                                                       661



    Honorable       M. 0. Fl0wara,   Page 3


               The Navarro County Eleotrio    Cooperative,  Ina., was
    icoorporated   under Article   1528b, Vernon’s Annotated CiriL
    !%&Ut88,   tilah $13 eOSl3OPly  kaOwn t%d @it&d 06 t&e  waeotric
    Cooperative Corporation Aote, Aots of the 45th Legislature,
    1937.
                    Sections   28 and 36 of Article    L528,,supm,    read aa
-   r0iims:


                     *3eotlon 26.    A corporation    amy mend it-a articlea
              of Incorporation    by a majority rota or the mambera, pra-
              sent in person or by proxy at any regular mabting, or at
              any apeoial meeting, of its msmbara oilled            for that pur-
              ;;OS3. The power to amecd shall ii~oluds the po*ner to
              acoom?llsh any desired change in the provialona             or its
              artioler   of lnaorporstion    and to inolude any >urpoee,
              povrer, or provision    nhioh would be authorized         to be
              inaluded in orLglna1 artiales        of l.ncor;oration     ii eseoutad
              at the time tne amendzjnt is made. Articles              Of &??3A&lSAt
              alaed    by t&e president    or vica-Freoident,       and attested
              by the eeoretaryeertifying        to such amendment and Its
              lawful edogtion shell be executed, acknowlad.ged, filed,
              and recorded in tk same !zannar as the original             artlolea
              of incorporation    of a corporation      orgeslzed    under this
              Aot; end as soon aa the Secretary of State shall hare
              accepted tbhe articles    of amandment for filing         and record-
              ing, an6 issued a certificate       of’ amendment, the amandmant.
              or amendments shall be in affect        snd the certitioate        Or
              the Seoretary of 3tsta shall be evidence of euoh fl1ing.e
                    "3aotion 36. This .Iot is ooupleta Ln Itself ana
              shall be controlling.   The provisions   of any other Law
              of ,this State, except as provfded in this .ict, shall not
              apply to a corporation  organized,   or in prooess of orEWIl-
              aation, under tkia Mt.”
                titer a oareful se&ah of tha statutes an4 other
    authorltlea    we are unable to find any authority that would
    authorize   tha Seoretary of State to oanoal or withdraw the
    above mentioned amendment, therefore,    you ara raspeotiullY
    adylsed that the Searotary ot State does not have the Legal
    right,   power or authority  to canoe1 or withdraw the above
    mantioned amendment.
Honorable   K. 0. Flowery,   Page 4


           The mannor or method or prooeduro    by ivhioh the above
montloced amendment may be nullltied   is to be determined by
tlm Ravarro County Zleotrlo  Cooperative,   Ino., apd is a mattqr
whioh thlr Departsent haa no legal authority     to pass upon.
            Trustl~   that the foregofng    fully   snsiiers   you   ln-
q~iry,   we are
                                           Yours very truly
                                      hT‘l'ORTI3Y
                                                GEES'XALOF !WCAS




                      EDJUL25, 1940


               ATTORNEY
                      GEXERAL
                            OF TEXAS




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