Texas Attorney General Opinion: MW-178 Page: 2 of 3
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Honorable Bill M. White - Page Two (MW-178)
V.T.C.S. art. 1528e, S 5 ;V.T.C.S. art. 1528f, S 25. The argument goes that one of the
"duties, restrictions and liabilities" imposed on a business corporation is a prohibition
against making "a contribution or expenditure," as defined in article 14.01 of the Election
Code.
Other types of corporations, like professional corporations and professional
associations, are organized under statutes other than the Business Corporation Act. See
e.g, Ins. Code art. 2.01 et seq. and 3.01 et seq. V.T.C.S. art. 342-301 et seq.; V.T.C.S. art.
852a, S 2.01 et seq. These organizations, such as banks, savings and loan associations and
insurance companies, are specifically added to the definition of corporation in the
Election Code. We believe this specific treatment of similar corporations implies that
professional corporations and professional associations are not included within the
definition.
The Secretary of State has issued a directive which states inter alia:
The definition [of corporation] includes neither professional
associations organized pursuant to Article 1528f nor professional
corporations pursuant to Article 1528e, Vernon's Annotated Civil
Statutes.
Secretary of State, Political Funds Reporting & Disclosure Directive, April 12, 1978,
section I(C). See M. O'Connor, Campaign Finaneing in Texas, 40 Tex. B. J. 1029 (1977).
The Secretary otate first issued a directive to this effect on December 31, 1975. The
legislature has met twice in regular session since the promulgation of these directives and
has not acted to alter the statute to achieve a different result.
Furthermore, Election Code article 14.06(A) is a penal statute, and must be strictly
construed. Eubanks v. State, 203 S.W.2d 339 (Tex. Civ. App. - Austin 1947, writ ref'd). It
must be sufficiently clear that those subject to its provisions may know who is liable for
punishment. Id. We believe article 14.06(A) of the Election Code is unclear as to whether
it applies to professional associations and corporations. It would be subject to being held
void for uncertainty if applied to such organizations. Eubanks v. State, aura. Moreover,
the administrative construction holds it inapplicable to them, and thelegslature has met
without changing the law. Consequently, we believe a professional corporation or a
professional association is not prohibited by article 14.06(A) of the Election Code from
making a campaign contribution.
SUMMARY
A professional corporation organized under article 1528e, V.T.C.S.,
and a professional association organized pursuant to article 1528f,
V.T.C.S., are not prohibited from making a campaign contribution.
Very truly yo s,
MRK WHITE
Attorney General of Texasp. 566
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Texas. Attorney-General's Office. Texas Attorney General Opinion: MW-178, text, May 2, 1980; (https://texashistory.unt.edu/ark:/67531/metapth272023/m1/2/: accessed April 19, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.