               OFFICE      OF THE    ATTORNEY      GENERAL       OF TEXAS
                                        AUSTlyl
  GROVER   SELLERS




Honorable   Claud,e Isbell
Secretary   of State
Austin,   Texas

Dear SIP:                             i)pinion    ho.   o-6375
                                      Re:    Under the given       facts    does




              We     duly received   your
above    matter,      said request   read

              “The Farmers      S
        is an a&cult
        tion organized
        Title  93 of the,,


        as follows     :

                                                     this corpora-
                                                    ge In any ac-




                                    or supplies, or in the
              financing  OS the a6ova enumerated activitxes;
              or in any one or more of the activities     here-
              In speclf ied. ’

                    “fThls  corporation   shall have and enjoy
              all of the powers granted by the Cooperative
              Marketing Act of Texas, as amended, or which
              mag hereafter    be amended.’
Honorable   Claude Isbell,   page 2


           “On March 17, 1945, the Faneers Supply Company
     OS Hartley, Texas, acting through their attorneys,
     Undervood, Johnson, Dooley and Wilson, of Amarillo,
     Texas, filed vlth this office  a proposed amendment
     to the charter of the said co-operative   vhlch ln
     part sought to amend the purpose clause of the said
     charter so that It vould hereafter   be as follovs:
                    “(The purpose Sor vhloh the said as-
             sociation    Is organized Is to engage In
             any activity    3.n connection vlth the awzw-
             keting or selling     of the agricultural     prod-
             ucts of its members, or vlth the harvest-
             ing, preserving,     procerslng,   packing, stor-
             lng, handling, shlpplng,       or utilization
             thereofi    or in connection vlth the manufacturing,
             selling    or aupplyLng to its members of ma-
             chinery, equipment or supplies,         or ln the
             finanoiag of the above enumerated aatlvltles;
             or in any one or more of the actlvltles          spec-
            .lfied herein;




              hall have and ennjoy all  f the poverr grant2
            :y the Co-operative   Hwke&      Act of Texas, au
            amended, or vhlch llay hereafter   be amended.’
           ‘Bnphasls, vhich aontalns the matter added to the
     purpose clause as It nov exista,  is nine.
            “On March 20, 1945, the office  deollned to file thls
     amendment due to the faot that ve could not find ens
     statutory provialon vhlch vould, in our opinion,     authorize
     a Co-operative   Wsrketlng Asroclatlon  to engage in the busl-
     ness of operating a public,   state or federally  bonded ware-
     house.
          “On April 17th, the above-mentioned   law firm, acting
     by and through R. A. Wilson, vrote urn a letter  to the ef-
     fect that our action in declining  to file the proposed
     amendment was contrary to the requirements of the State
     Department of Agriculture,  and to the rulings of prior
     Heads OS the Charter Dlvlelon of this oSfi.Oe.

           “Will you please, therefore,    Savor u8 with your opin-
      ion in regard to the Sollovlng    qUe8tlOntI:
Honorable   Claude Iabell,   page 3


            “‘Does the Secretary of State have the power
            and authority,  and Is it his duty, to ap-
            prove and file a charter for an association   to
            be organized under the Co-operative  Marketing
            Aot, vhlch is In all things regular on Its
            Pace, other than that It has included in its
            purpose clause the operating and malntalnlng
            of a public varehoualng business?
            “%uld     your answer to the above question be
            different   if the question involved an amend-
            ment to an existing   charter nether than a nev
            charter?‘”
          As to the rules governing  the purposes for which a aor-
poratlon may be chartered,  there Is laid dovn In 10 Ter. Jur.,
Sea; 32, pp. 624-5, the Solloving:
            “In oonnectlon vlth the statement of the pur-
     poses of the oorporatlon,       the principal   proposition
     Is that the soope of the purposes enumerated in the
     statutes must not be exceeded.         The general authority
     to incorporate     a oorporatlon   organized for ‘mutual
     profit    or benefit’ having been repealed,       it 1s con-
     sidered to be the policy of the Texas lav to limit
     the rights of ticorporatlon       to the specific    purposes
     authorized by statute.      . .”
           In the case of Smith et al vs. Uortham, 8eoretary of
State, 157 S, W. 740, the Supreme Court had under consideration
a case vhere it had been asked to require the Secretary of State
to approve the applloatlon  for a corporate  barter  OS the Dallas
Automobile Club Bulldlng Association,   and in vhlch It laid down
the SollovIng rules:
            “The authority    of this court to oompel by man-
     damus the performance by the Secretary of State of
     an offlclal    act exists only ln those instances vhere
     he Is under a clear legal duty to perform the par-
     ticular   act.    Judlolal  revision  of his action In re-
     jecting a charter of a corporation       tendered for ap-
     proval on account of its purpose clause 1s not jus-
     tlfled   unless the purpose named la clearly      authorized
     by law.‘I
           The Farmers Supply Company of fiartley,  Texaa, vas orlg-
inally chartered under Chapter 8,  Title 93  of  Vernon’
                                                       s Annotated
Civil Statutes,  Artlole 5763 of vhloh la ln part a8 Sollovsr
Honorable     Claude Iabell,   page 4


           “The provisions   of the general oorponrtlon
     laws of thla State, and all pover8 and rights there-
     under shall apply to aaaocI8tlona       organlaed hem-
     uncor exoept vhen InDconSllct    with the provision8
     of tkie oiiipter.   . .            . ._

              10 Tex. Jur.P Sec.   32, p. 625, lays down a further      rule
aa Sollova:
           (I    . A further rule 18 that the filing     of
     a chiariei 8tathg    purpores embraced in more than
     one 8ubdlvlaIon of Article     1302 Is unenthorl8ed.
            Furthermore, one subdlvlalon    awaynot be
     ~o~akued to authorize      tvo Independent bU8inea808.”
           In the care of Ramsey et al ~8. Tod, Seoretary OS State,
69 S. W. 133, the Supreme Court van conaldering    a petition for a
writ of 8wvlamua to compel the Secretary   of State to file a charter
under oerta9.n statutes therein mentioned, ad ln ref’uring rush pe-
tition it vas held as follows:
            “Considering      the8e provl8Iona     together,   ve
     61% of the opinion thet It vaa the Intention of
     the legislature       to authorlae a aorporatlon        to be
     foamed for any one or more of the purposes aa rpeo-
     lfled ln any one of the subdlvlalona,             and not for
     two or more purposes a8 derrignated in tvo or mor8
     8ubdlvlalona.        Section 4 throva no light upon the
     querrtlon,     As to this mtter,        langu8ge could hardly
     have been earployed vhloh would have been more in-
     deflnlte.      The vorde ‘private       corporations    may be
     created l a a for the purposes l l l mentioned In
     the follovlng       8ectlona.’   lpey mean literally     that a'
     oorporatlon     nay be formed for one of the purpo8e8
     only, or for any one or more of the purposea, or for
     all of the purposes mentioned In the aeotlon.                 So
     the language ln section 5, *the purposes for
     vhlch corporationa        * l l may ba famed are, * la
     equal1     indeterminate,       But vhen ve some to con-
     alder 3:he requirements aa to the aontenta of the
     charter aa prescribed         in ‘section 6, the leglalatlve
     intent becomes more apparent.             One of these la that
     the charter must state ‘the purporel Sor vhloh the
     corporation      ‘la Sorawd’.      For bhe reason that if
     it had been intended that a corporation              might be
     created for two or more of the purpoeea apecifled
      fn the preceding aectlon,         it voul,d hove been ap-
     propriate     to have said ‘the purpose or purposes
     for which it is formed’,          the We of the vord ‘pur-
     pose’ ln the singular number tend8 strongly to show
      that It w&a the Intention         of the legislature      to
Honowble   Claude Isbell,   peg.   5


     authorize    the oreetlon     of a corporation   for only one
     pwo80,      or for two or mom of the purposes mentioned
     In pne 8ubdlvl.ai.on.     It mntybe true that the use of
     the:slnguler     number msx not be conclusive       of the
     quertion,    and thet, if there were other provl8ions
     ln the act vhlch, either by express declaration            or
     clear lmpllcatlon,      indicate    that it was intended to
     authorize an lucorporatlon        for tvo or aore of the
     deelgmted     purpo~ea, vhether ln the same subdlvlrlon
     or not, ve should 80 hold.         But no provlalon8    ln the
     act vhlah shov 8atlrfactorlly         8uCh intention have
     been pointed out, nor have ve found say.            On the aon-
     trary,    the 8tl’UCtUlW Of section 5 tends to shov that
     it vO8 Only On0 piWpO80 thEt wP8 t0 be mentioned in
     the charter.       If 8uch VII8 not the intention,     vhr did
     the lOgi8htUYO 8pW3if-7 each purpQ80 ln a 8eptW'Ate
     8ubdlvl8lon    of the rection,     end number then from 1
     t0 27, 8UCCe88iVelp?        It 18 Et hMA8t 8UggO8tiVO      that
    Jvo purpo8e8, when not embraced in the 8-0 8ubdlvl-
     don, vere not to be oonjolned ln 8 charter,            but that
     they vere to be 8evered, 8nd one alone adopted.
            "Further, in thl8 connection          it 18 to be noted
     that ve are not dealing vlth a h8tlly             prepared leg-
     i8btiVe    enMtIWnt.       Unlike UBnJ Others, the 8tstUte
     under COn8trWtiWI      18 comprehen8lve        in lte 8OOpe,
     elaborate    In Its detailr,       and bear8 evldenae upon it8
     face tht     It v&8 thoroughly aOn8idemd          and carefully
     prepered br a perron or per8on8 lemned In the la!?.
     In such a 8tatute the de8ignatlon            of the purpo8er
     for vhlch corporation8         vere authorlsed    to be created
     in numbered 8UbdlVl8lOA8, together with the provl8ion8
     that the charter rhould ret forth 'the purpore for
     vhlch It 18 foamed', ought, In the absence of pro-
     vision8 lndicatlng     a different       intent,  to be deemed
     to show that the leglrlature          had in mind the creation
     of a corporation    for One of the pUrpo8e Or pUPpOSe
     npeclfied    in one aubdlvlsi~n       only.'

           In the oa8e of bObII8tOn et al ~8.     Townaend, hx?etary
of State,  124 3. U. 417, the Supreme Court va8 con8idering        8a ap-
plication  for a nmndamw to compel the Secretary of State to file
a chart& of lncorporatlon,        which he r&U8Od to do on the ground
that it m8 for the fOl'S@tiOU cf (B CO~OFetiOn fOI' tV0 puIpO888,
vhlch, he contended, could not be combined ln one charter.          The
contention
     .       was al80  n&de  that   the court had held  in caee of
&%&8ey v8. Tad, dupra, that charter8 are authorl8ed vlthout llml-
tatloti for all the purporea mtmtloned $n any one rubdlvislon
Of the 8tatUte.     In refusing satd application,     the court hem a8
follovsr
Hcnorable   Claude   18bel1,   page   6


           'A charter murt rpecify the purpo8e for which
     the cOrpom%tlon 18 to be creeted,          Thi8 rhould be
     done with aufflclent      clearne88 to enable the Set-
     rotary Of Stat0 t0 800 that the purpore 8peCiflOd
     18 one provided for by the statute,         and to define
     vith 8ome Certainty the rcope Of the bU8inO88 or
     undertaking to be pur8ued.         'Phe charter tendered
     in th18 Ca8e 18 80 &BSlOl'8land illdOfinitO in it8
     l.SngUage that while it night apply t0 one bU8inO88,
     ruoh a8 ve heve Iuentloned, ocn818tlng of both mm-
     ufacturing    snd la%nlng, with the pUrch880 and 8ale
     Of gOOd8, etc.,     u8ed for it, it 8&ght al80 be taken
     t0 authorize     the tXWi6aCtiOn Of tV0 bll8blO8808,        one
     of wmufecturlng       8&d another of lplnlng, vlth the
     further pover of purcbaee and sale incident            to each,
     An3 It appear8 to be the pUrpO80 of the relator8             to
     use the charter     for  the carrying on of vhat ve re-
     gard aa WC di8tiLCt       bU8lIlO68Oe. WO lpay look to
     thi8  a8 illu8tnAtiVe     of the capacitier     for u8e of
     that which it 18 8ought to have the re8pondent
     file,  although Ve do not think that QUO8titXI8          a8
     what ary be done amder a charter         ordlnarlly    mire
     when it 18 pFOpC8ed to have one filed. It 18
     proper and hportent to 888 that the purpo8e of a
     charter I.8 80 expreaaed a8 to carry out the intention
     of the LegiaZature      lu making that requirementi for
     it 18 by a compllanoe vlth It that the public,             a@
     veil a8 those speolally       intOla8tOd in corpomtiorm,
     are to be protooted agaln8t the a88urptlon of paver8
     not g-ted.        It appear8 from the petition        that the
     relator8 who are 0180 the propo8ed corpoMtor8              have
     heretofore    sated a8 partner8 in mln~         for   011, g&8,
     and vater, and huve manufsatured         their ovn tool8 and
     equipment    and device8 ured ln that bU8inO88, and
     have Invented and received patent8 on 8ome vhtch
     vere nev.     They have been able to wmufecture mor8
     of the80 than they have needed in dolug their elm
     vork, and have been engaged in rolling           then, and        ..
     the mtlsufacturlug bu8lnen8 vhlch they virh to
     incorporate     18 thet of m&king there toolr,        device8,
     etc.,   for sale to other8. Suoh manufacturing ha8
     heretofore    been a part of the buelner~ which, a8
     lndlvldual8,     they had a right to conduct, but it by
     no moan8 follcvs      that it vlth 811 else that lr pro-
     pored for the corporation        Is only one bU8inO88 Of
     @iFnLngand msnufacturlng 8uch aa one corporation
     map follov.      It 8OOlU8phin      tb8t the bU8ine88 Qf
     memufacturing for 8ale, toola, etc.,          for mlnlng
    lsublo Claude 18bOli, page 7


     Is a8 di8tlact    iroll the burrin     of ala&g as the
     bwlne88   of rsnUfacturlag     for eale faming lmple-
     mat8 would be from f&Rlag.          Ia order to hold thet
     the 8LStutO allW8 the inCOrpomtiAg for tvo 8Uch
     puPpOse8, Ye rhould have to hold that It authorlse8
     the incorporatioa      of oae corprry for dl8tinct   burl-
     a08808 of BUlufacturing 8ad mlain& vhlah a8 ve have
     elrUdy   86id, I8 not true.       And, a8 the oherter of-
     fered can be titerpreted      a8 meaning and 18 intended
     to mean that It aUthOrifiO8 the punult        of both bus;-
     aO8808, Ve think the m8pOAdOat had the right under
     the lav to refu8e to file      It until the doubt a8 to
     It8 8cope 8hould be removed by 8 more rpeolflc
     8tatement of the purpo80.
           "As ve have before lndloated,     relator8 npl
     011 8CSlOO~l'O88iOA8 in th0 OpiAiOA in h8UOJ t. 406
     for their contention    that ahiwter8 am autherlsed
     vlthout limlktlon    for all the purporer mentioned in
     Uy OAO 8UbdiVi8itXl    Of the 8trtUtO. Vht VI8
     l’O611~ held VI8 tht    the 8UbdiViS10?4 Of the 8ktUtO
     8hoved    tb~ hgi8htiVO      intOAt th&t them   8hould be no
     UAitiAg Of p~O808         -tiOllOd in dif?OlWLt rub-
     dlvi8ion8, although     related to uoh other, and cnly
     those mentioned    la the ume    rubdlrleion    vow capable
     of bol.aa jolaed   In one darter.      It certalaly nr
     not MUlt    tht 611 Of thO8e RellticWd la SnJ 8Ubdi-
     vl81on owld be united ln lvox7 c-8~0, regmdlerr           of
     the v&r ln vhlch they might be related         to or connected
     vlth each other.     It will be seen tint      the effort la
     that 0888 Va8 to inCCl'pOIWLt0bUdJles808 vhiah would
     have had a clore aad rytur81 ccnnectlcn         vlth each
     other, viz. : (1) “phm pUl'Oh680 6lld 8810 Of gOOd8,
     v*re8 aad merchend180, and agricultural         8ad farm
     productr'j   and (2)   *the accumulation and lorn of’
     money la carrying out 8eid purpo80~. It thU8 ap-
     pears  that the latter purpore vould hve been vholly
     dependent on the remlt8       of the fimt.      m holding
     Ye8 th&t beCiBU80Of the f4bCt tbati the80 pUFpO808
     vere treated ba the rktute       a8 eepsrate they could
     not be mede one a8 rought, notvltkmtandlns          the depead-
     once of one upon the other.       With thl8 In mind, it
     18 Oa8p to undemstaad Vht V68 uld 86 t0 thO80 pur-
     pc8er mentloaed together ia the 8Ubdlvl8lc~8.           They
     vere treated br the 8tat~te lt8elf        a8 If the7 oould
     be United aad hence they nuy bej but thl.8 doe8 not
     mean that theJ lnult be held in every in8tanae to
     otmstitute    'a bu8iAO88' the traA86OtiCU# Of vhlch 18
      'the pUrpO8e’ of the lnoorporatlon,       although wholly




I
                                                                           775


Eoaonble     Clmxle 18bel1,   page 8


     dlrtinct   SrOm 8ad unrelated    to eeoh other.    The
     court   ln l?am8ey v. Tad bad no occarloa to determlae
     the OOAditiOA8 08sentiel      to lmorpontlng     vhen
     caly thO80 fib-8     mentloaed la a rlngle 8ubdl*l8lon
     vere la que8tlon.     We have endeavored to 8hov hov
     mining and M!aUfaCtUring 816~ be combined wader rub-
     divl8lon   14 and M8trlct     out 4eal8lcn   to tbnt."
           Vader the above vell-defined   rule8, lt 18 our oplaloa
that authorityfor the filing     of the propored amea&ent to $he
charter  of the l&mer8 Supply C          of Ehrtley, T-8,    rout
be found actor Chaptir 8, Title=        . A. C. 8.. or It vi11 hve
to be refu8ed.
          The declaxud policy of the St8te 3.n reg8rd to oo-opemtlve
nrketiag  688OCirtiOA8 6UthOriSOd br WptOr   8, ‘Lit10 93, 18 8Ot
forth in Artlole  5737 in the follwlng lmgusget
             'In order to promote, Sorter and enooumge the
     lntelllgeat     and orderly biting       or ag~loultwal
     produat8 through     oo-operation    uui to ll%mQnte
     8peoulatloa     and vi8teJ and to make the dl8tributloa
     0 agrioultursl      pr0duot8   a8 dlreot  88~ aan be effi-
     0 f .mtly doae between producer uul coaeumer~ aad to
     8teblllse     the market problear of agrlaultural     prod-
     UCt8,     th%8 hV 18 F4i88ed.”

            &tiOle  5780  Of aald 8ktUt0,  a8 ammded, ACt8 1943,
..48th kg.,  p. 601, t!bap. 346, vhich ret8 forth the pUrpo808 for
 vhlch 8uch an eb88Ocietion My be orgaalsed,    mibd8 a8 fOllOV81
            '&l~800i6tiOSl~~         tMJOP@AiUd t0 O-0             ill
     m    activity   ln connection with the productian,            cul-
     tivation and cme o? citrus grove8 or tha rrkotlag
     Or 8Oiih.g    Of 6gSiO~b~6i        prodUOtS 6Ad Cl$lvr       ?FUitS
     prc&qed by end aarketed for It8 melben),or in the
     hrVOstiag,     9m8emb&         drylng,pmOO88ing,         wins,
     8torlng,    handling, 8hlpplng or utillsatloa           thereof,
     or the mamfaaturlng       OF marketlag Of the by-product8
     thereof)    or in commotion with the mmwfacturing,
     8elllng    or ruppl7ing to It8 member8of rahlneq,
     equipment or rupplie8;        or in the fiWAc*          of the
     above-eauaembted actlvltle8;          or ln any One or more
     of the actlvltle8      rpeelfled    herein,      Provided,
     hovever, any 8uch aotivitier          my    e%teUd to AOn-
     member8 and to the production,           otitlvatlcn    and ten
     of -8       mod    or cultlvetrd      by them and their prod;
     uct8 limited by Artlole        5~38 a8 heretofore       amended.
Honorable Claude 18bel1,       page 9


            Article    5738 of rsld rhtute8,      vNuh llalt8      ths provl8lon8
Of &tiOlO    5740,    18 68 fOllOV8:
           "(8)  The term oagrlCultural        prOdUCt8' rhall In-
     olude horticultural,  vltlCultun&          forentry, dairy,
     ~~u~E~~'tbP~~~~;,":~~r~~~~~~~~~~t*l
     mO8iber8 Of 888CCistiOIl8 without Capital 8tOCk and
     holder8 Of cmon      8tock in 688Oui6tiOn8     orgsnlred
     vlth o&pita1 rtock;     (0) the term '888oclatlon'     mean8 any
     coTpOr6tioPl orga.a.iaOd under thir &3t Or a~iy &8SO5%4&-
     tlon organized under the oe-operative       ourketing   aat8
     of any other State of the United Stetes; provided,
     8UCh fOXWi&l 888OCiatiOA 18 CC8&aC8Od Of per8Cll8       On-
     gaged in the production     of agricultural    produotr as
     farmers, planters,    nsaahmen, dairymen, nut or fruit
     grover8, acting together in a88ocl.atlon8,       corporate
     or othervl8e,   with or without aspltal     stock, in col-
     lectively   prOce88~,     preparing for nmrket, handling
     and marketing in lnter8teteand foreigncQp1111erce,
     8uCh produat8 of per8on8, 80 engagedi provided,         further,
     that 8uCh a88OCiatiOlU 6l'e OpeNXtOd for the %UtUUl
     benefit   of the member8 thereof,    88 8uch producers,     and
     conform to one or both of the follovlng        requlrement8:
          "(1)  That no member of the 888ooiatlon  18 al-
     lawed more than one VOtS becruee of the amount of
     8tCOk or memberrhip capital he umy oVn therein,  or

           “(2) 'Pht the 888ocistion  doe8 AOt pay dividend8
     on 8toCk or member8hip capital  in exce88 of eight per
     centum per annum, and in any Ca8e to the SolloVing:
            “(3)      That any 888OCirtiOll   8hr11 be pereltted     to
     deal in the prodUOt8 Of AOX+Eember8 tC an amount not
     greater ln value than 8uoh a8 are handled by it for
     it8 me8ber8; and (d) the ten           ‘percrone rhall  inolude
     lndivldMl8,      fiFI88, partruP8hip8,      COzlpOratiOlI8 and
     888OCiatiOZl8. A88ociaticn8         orgeal8ed hereuuder 8-11
     be deemed non-profit,        inrsguoh a8 they ere organized
     not to make profit8       for themslve8,       88 ruch, or for
     their aember8, 88 8Uch, but odq for their Emuben 68
     producer8.     ‘phi8 Aot 8hall     be referred to a8 the
      'Co-opexutlve     Xsrketlng Act.'"
           The powers of assoclatlona Incorporated          under thi8 Act
am   eet forth in Article 5742 88 fCllW8l
                                                                            777


livmrrblv          Claude Ivbell,     page 10


                   %wh    esroolatlon   lncorporeted   under thlr Chapter
      8h~ll         hvs   the following   power81
                   “(a) To taagage LKI8x29 actlvtty    in connectlon
      with the production,           cultivatlou   and car6 of citrus
      @‘VW38     6l.d the lZS?.rk6t+& 8&13X4& haI’VCstin&           pa+-
      8erVla&        dryin& &O?We8h43,         Cannlmg, pecking,    rtor-
      ln& hnadliag or utlllaetlon              of any agricultural
      prodwtlr produced or dellvmed              to it by its wmber8,
      or the productlo~,          umufaoturiag     or market%      of &he
      by-pmduct6          thexwfj    OF in connection vith the pur-
      cha8e,     hirlag,     OF 1180 by it8 members of auppllesI
      machinery or squlpmnt;             or la the flnanolrq    of any
      8UCh    aCtivit&38;      012 in  amy Vm8 OF D013e Of    the AC-
      tlvlties       specified    in this Artlule.
      ter8         "(b)   To barrov    mone9 and make advance8    to mvm-
               .
                   *(a)   To act    as the agent  or reprerentatlve   of
               member ~.mambere         2.a snj of the ebove-meatloaed
      7
      60      iVitb8.

             O(d) To purchaf~9 or othervise   aoquire,  and to
      hola, own aud 6xerelae all rS.ghts of owaerahip la,
      cad to sell,   transfer, or pledge   shmecsrrof the cap-
      ital 8took or boa&g of any corpvrntlcn     OF aasoeiPtloa
      engeged la euy rt&ted    sct1vLt.y or ln the handliq
      or marketim& of eny 08 the products handled bg the
      asooctitloni   including the power to eubecrib6,    pay
      for end own th6 capital   Btock of Banks for Coopazro-
       tlves ~organiaed under th6 'Fara &edit Act of 1933'
      ~)a686d by the &~@XWS Of the United State8 and a&+
      'c)roved June 16, 1933..
            “(j?)   Tc establish  lW8sW-JcvB8
                                           fi.Ild tC %nvO8t thr
      fids    thereof ~Ln’bondr  or ouoh other property au may
      ;a provided ln thr by-law.
            '(f)   To bw, hold nnd tx6rcisc all prlvlle(le8
      of uvn6rsNp over such r6al 02 personal property a8
      wy be necessary or convenient for tfio conduetlng am3
      cperetlon  of any of the bunlmsn OS th6 association
      or inctdental   thertto.
           *(g)   Tc do each and ovsrything neoeseerp,  eult-
      able or propor for the acaaaplis?zmnt   Of any one of
      the p~oei38   or the attainn6nt of arq oawbor mom of
      the ObjOut8 heWin cumrated;      cr conducive to 0~ ezpedlent
Bonorable    Claude Isbell,      page 11


     for the interest    or benefit of the assoaletloq      and to
     aontmat roaordingly~     and in addition    to exepalse and
     posses8 all pavers, rights and privileges       necessary
     or lnaidental   to the purpooes for which the association
     is organized or to the activities      l.n vhlah it 1s en-
     gaged3 and in addition,    any other rights,    powers and
     privileges   granted by the laws of this state to or-
     dinary corporations    except such as are inconsistent
     vith the express provlsi&ns of this Act; and to do
     any auah thlxq anyvhere.
           “(h) To exten$ 1t.e aatlvltles to the products and
     supplier of non-member8 to an mount not greater in
     value tbnn such as are handled by it for its members.”
             Artlale      5664 of aaaid statutes defines “warehouseman” as
a person    lavfully      engaged In the business of etoHng goods for
pro-t.

           Article 5568 nets forth the aonditlons under vhiah any
person, firm, aompeny, or corporation  shall be deemed and taken
to be public varehousemen, as follows:
           0  .   .   l




           “Any person, firm, aompany, or corporetion  who
     shall receive cotton,   wheat, rje, omts, ciao, or any
     kind of produce, vare#, merahandlse, or any personal
     property in store for hire4 shall be deemed a.nd taken
     to be publla warehousemen.
            Chapter 3, Title 93, authorlses     the fomatlon      of 8 co-
operative aaroalation     (Art. 5578), one of the pavers of which is
that of a varehousemm,      (Art. 5579) and Chapter 4 of said Title
authorlses   the Issuenae of varehoure reaeipts,      Art.   5561 thereof
setting forth who nmy become a public warehouseman and the re-
quirements thereforj    but, under the rules above laid dovn, the
Farmers Supply Company of Ebrtley,       Texas, is not authorized     to
take advantage of such provisions       and to emend Its charter
thereunder,   since it vae organbed and ban been operating under
Chapter 8 of said Title,     vhiah is a different    law.    There being
no pmwlsion In Chapter 8, Title 93, authorlsing          the lssuanas of
a charter containing    the purpose alause set forth In arid proposed
amendment, viz& “provided said assoaiation        meg further conduct a
public warehousing business,      iacluding warehousing in aompllance
vith the app?iaable    statutes,   state and federal,    relative   to the
&uiorable   Claude Isbell,     page 12


qonductlng of    state or feduwlly   bonded warehouses,” It is our
opinion that    raid proposed aswndment should be refused.    ThlE
would be true    without regard to whether the question lwolved
an amendment    to sn existing  Charter, or 8 new charter.
            Trusting   this   satisfactorllj-    sumvera your inquiry,   ve
remain,
                                                Youm very truly,
                                                ATToBIwp QEaERaLOF TmA3


                                                BJ          z,ti4
                                                          J8r. W. Bassett
                                                                  Asslst8nt

JUB/JCP
