    OFFICE    OFTHE   ATTORNEY       GENERALOFTEXAS
                          AUSTIN




Hon. Fred C. Branson
Stat3 Banking Commissioner
Austin, T0xas

Dear Sir:
                                                   i( ',:




                                   Certificate 0



for an opinion construing,
lature, 1838, General Law,,
fo110wirg qI.lef3tions,




                                          es to adopt the
                                          er such bill, is
                                          esolution of the


                                    (a)    by two-thirds




            Banking Board, or can the Banking Cm-
            nissioner, upen compliance with the re-
            quirenents of S. B. Bo. 268, issue a
            certificate of authority nuthorizing
            the exorcise of additional powers with-
            out action by the State Bar&&g Boardtg
Yon. Fred C. Dranson - Fnge 2




                 Article 648a, added to the statutes by S. Z.
NO . 268,   is     QS   fOllOWS:


                      .Ssction 1. That Artiole 646, Sec.
                 2, Chapter 9, ilevis& Civil Statutes of
                 the State of TeXas, 1926, be, and the
                 same is hereby amended so as to read as
                 followsr

                      **Article 646, Seation 2. To re-
                 oeive money on time deposits, and to
                 purchnsc, sell, discount, or negotiate
                 bonds, notes, oertificates of invest-
                 ment and chooses in action for the pay-
                 ment of monejr at a time either fiXe& or
                 uncertain, and to reoeive payments
                 therefor in installments or otherwise,
                 with or without an allowance of interest
                 upon such installments.   To purchase
                 stock in Pederal Deposit Insurance Cor-
                 poration.*

                    *sec. 2. That a new article shall be
                 added to Article 648, Chapter 9, Devised
                 Civil Statutes of the State of Texas,
                 1926, to be hereinafter known as Article
                 648a which artiole reads as follovst

                    n *Article 548a. All corporations now
                 chartered under the provisions of this
                 chapter may adopt the powers herein grant-
                 ed by filing a certificate t0 suoh effeot
                 with the Cosmxlseion of Banking, provide&
                 however, thst the incorporation of corpra-
                 tions in the future under this chapter
                 shall make application to the State Bank-
                 ing ijoard ad be gmerned by the provis-
                 ions of Chapter 2 of this Title.*

                    *sec. 3. All laws and parts Of laws
                 in conflict herewith are hereby repealea
                 t0 the extent Of such COnfliot Only.

                    *Sec. 4. The importance of this legis-
                 lation creates an emergency and an impera-
                 tive public necessity that the Constitu-
                 tional Rule requiring bills to be read in
Iion. r'rxl C. Branson - IQ@   2




             each House on thrca several days be sus-
             pended, and tha same is hereby susperxlsd,
             and this Act shall take effact an& be in
             foroc from ati after its passage, and it
             is so onactod.@  (General Laws, reg. 80s~.
             46th Leg., 1922, pp 72-73).


          In our opinion 30. O-1642, rcferrocl to by you,
this department advisecl you as followsr

                  "It is, therefore, our opinion that
             the certificate of adoption of the bank-
             ing powers conferred upon existing Gor-
             porafions by Senate Bill 288 should be
             made only after the ame has been authGr-
             ized by a stookholclers meting either in
             the annual meeting or in a meeting oall-
             e& for such sp2Cific yrposs.

                  *Ve do not undortakc in this opinion
             to go into the question of the delegation
             of authority to the Uoard of Directors by
             tbo constitution or by-laws of any such
             Goryoration; neither CLowe go into the
             question of whether or not the adoption
             Gf tho ad&d pOWsl' WdCr GeEits 3111 268
             nust be by a unanimous vote of the stook-
             holders or oan be by a majority vote there-
             of. We simply hold, as a general proposi-
             t%on, that the adoption Of such add&   pow-
             ers by the Board of DireGtGrs nrould be an
             insufficient aoceptanGe thereof, as re-
             quired by Senate Bill 288, on the part of
             the corporation, but that such should be
             done by tha stockholders GOmpO8ing the
             corporate body%

          We proceed, therefore, to answer your questions
in the order in which you state them, as folloss:

          1. iW.or to the a&option of 9. B. 268 ory,aniza-
tions 00mOnly knGHn as *XGrris Plan hankSa VCr3 not bank-
ing institutions, under our Constitution and statutes;
they were made such by the adoption of that bill.

             prior to the enactment of the bill, SuGh corporn-
 tions wre    chartered i?s other lprivate COrpOrationSI by the
                                                                    .   1




aon. Fred C . uranson - Tage 4




Secretary of State, thou@ they vere placed under the
supervision of the Banking Comissioner.   How, by Article
548a, above quoted, SW& iustitrrtions not only .a30uuder
the supervision of the Baukiug Comissioner,  but all such
institutiaus organized after th:2enactment of the bilL a?e
required to be chartered in the manner provided for char-
ter%@, baukiug institutions.

           In keeping oith the L&.ncd~les aud conclusious
announced iu our former opinion Ho. O-1542, 818 think the
power given to au esisting xorris Ran Bauk corporation,
at the time S. B. 268 becam effective, to adopt tho bauk-
in;, @.vile;;es of that bill, &odd   be esercised or sathor-
ized by the stockholders iu the mnner-prwided    by statute
for the sxerxbuent of bankcharters.   That vould be by a
vote of the stockholders holding tuo-thirds interest of
the caj&tal stock. TM.3   is not because ef auy expR?SE
statute but is a uatter of conclusion from the aualogies.

          2. Article 2Sla, which ire have thought by analogy
affords the auswe~ to Tour second ~xx&ion, declares:

               eSuch amudments  shall be in force
          and take effect when adopted by a vote
          of the stockholders holdiuz two-thirds
          interest of the capital s&k   and nhen
          approved by the Banking Commissioner of
          Texas and filed in the archives of his
          officov~.

           h'o ~wi6ion   ov requirement
                             ~_   -    _ is -made
                                               ._.for any action
                                                          A_
uhatsvever by the Stat0 Sanklug Board.      SO that, upon tne
paper action by the stockholders and a pro-per ObservaZMX of
the requirements   of the statute, as to notice of the meeting
at which such action has L-en taken, the Baukiug Conmdssiou-
cr is authorized to accept a satisfactory certificate as to
the adoption of the baukiug privilege oonferred by S. B. 268,
and to issue his certificate of authority thereunder, tithout
reference to the lhnlring Board.
                                      Very truly yours

                                 ATTOF-     GEkEBdL OF      j&IS

    APPROVED JXT i2, 1940                       62     kp
                                 BY
                                                     Ode    Speer
 OS-hiR                                              Assistant
