Untitled Texas Attorney General Opinion ( 1969 )

. .
THEATTOEZNEY GENERAL
OFTEXAS
Honorable Bruce Gibson Opinion No. M- 477
Credit Union Commissioner
Texas State Bank Building
Austin, Texas Re: Whether the initial adoption
of certain new bylaws may be
accomplished by vote of the
credit union members or the
board of directors pursuant
to Articles 2461-2 and 2461-3,
Dear Mr. Gibson: v. c. s. , as amended
You have requested the opinion of this office on whether the initial
adoption of certain new bylaws may be accomplished by vote of the credit
union members orof the board of directors pursuant to Sections 2 and 3,
S.B. No. 317, Acts 6lst Leg., R.S. 1969, ch. 186, p. 540, codified as
Arts. 2461-2 and 2461-3, V. C. S.
Section Z(b) of the Act states that the Credit Union Department shall
prepare a form of articles of incorporation and a form of bylaws which may
be used by credit union incorporators for their guidance. This provision
appears to have been enacted merely to facilitate compliance with the new
act by credit unions that are organized after the effective date of the new
Credit Union Act, which date was May 13, 1969. The new Act does not in
any way purport to nullify the articles of incorporation or the bylaws of
credit unions existing before that date. Such existing credit unions must,
of course, comply with the provisions of the new Act when amending their
articles of incorporation or bylaws.
The newly enacted procedure for amending the bylaws of credit
unions is set forth in Sec. 3 of the Act, which reads as follows:
“The articles of incorporation or the bylaws may
be amended as provided in the bylaws. Amendments to the
articles of incorporation or bylaws shall be submitted in
,
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Honorable Bruce Gibson, page 2 (M- 477)
writing to the Credit Union Commissioner. Amend-
ments shall become effective upon approval in writing
by the Credit Union Commissioner. ‘I
Relevant to your question concerning the initial adoption of a credit
union’s bylaws is the following language in Sec. 2:
“(a) Any seven or more persons, of legal age,
a majority of whom shall be residents of the State of
Texas, who have a common bond referred to in Section
6, may organize a credit union and become charter
members thereof by: (emphasis added. )
‘1. . . .
“(2) preparing and adopting bylaws for the
general government of the credit union, consistent
with the provisions of this Act, and executing the same
in duplicate; . . (emphasis added. )
“(3) forwarding the required charter fee of $10
and the articles of incorporation and the bylaws to the
Credit Union Commissioner. If they conform to the
statute, he shall issue a certificate of approval of the
articles , . to the applicant or its representative . . .”
Another pertinent section of the Act, Sec. 12(b)(18), indicates that
the members of a credit union have the power to reserve certain rights for
themselves in the bylaws. This Section states that it is the duty of the board
of directors to
“perform or authorize any action consistent with
this Act not specifically reserved by the bylaws or this
Act for the members, and perform such other duties as
the members may from time to time require; . . .”
(emphasis added. )
If the above statutory language is to be given effect, it must be
concluded that the members of the credit union, rather than the board of
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Honorable Bruce Gibson, page 3 (M- 477)
directors, must adopt the bylaws of a new credit union. Otherwise, the
members would not have the chance to reserve any actions for themselves
inthe bylaws. It is presumed that the Legislature intends for its statutes
to have meaning, and the courts will not adopt a construction o’r a s’rs%tfn:
which will render a provision inoperative or nugatory. 53 Tex. Jur. 2d 228,
Statutes, Sec. 159.
SUMMARY
The initial adoption of a credit union’s by-
laws must be done by its members pursuant to
Sec. 2(a)(2), S.B. No. 317, Acts 6lst Leg., R.S.
1969, ch. 186, p. 540. The bylaws of existing
credit unions may be amended as provided in the
bylaws, pursuant to Sec. 3 of said Act.
General of Texas
Prepared by C. Fielding Early
Assistant Attorney General
APPROVED:
OPINION COMMITTEE
Kerns Taylor, Chairman
George Kelton, Vice-Chairman
Roy W. Mouer
Charles Parrett
Ben Harrison
Jim Swearingen
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Honorable Bruce Gibson, page 4 (M- 477)
Meade F. Griffin
Staff Legal Assistant
Hawthorne Phillips
Executive Assistant
Nola White
First Assistant
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