Save Columbia Credit Union Committee v. Columbia Community Credit Union ( 2006 )

Quinn-Brintnall, C. J.

¶47 (concurring in part and dissenting in part) — I join sections I and II of the majority opinion addressing Save Columbia Credit Union Committee’s (Save CU) term limit and fiduciary duty claims and agree that the conversion is not a justiciable claim for our review.

¶48 But I respectfully dissent from section III of the majority opinion holding that the trial court properly dismissed Save CU’s claim that it was wrongly denied access to Columbia Community Credit Union’s (Columbia) records.

¶49 Columbia bylaws require members to comply with its bylaws in order to maintain credit union membership.

¶50 Article II of the bylaws to which Save CU was denied access addressed qualification for membership. Sections 1, 4, 5, and 6 provide the following:

Section 1: membership at the Credit Union is limited to those entities listed in the Field of Membership Appendix and allowed for amendment without regulating approval;^[8]

Section 4: a member must maintain at least one share in the Credit Union;

Section 5 sets out duties of membership. These duties include “comply in accordance with the law and these bylaws,” Clerk’s Papers (CP) at 470, and

Section 6 states that the Credit Union may expel a member for cause immediately and defines “failing to comply with the member duties” as one potential “cause” for expulsion. CP at 470.

f51 Because these bylaws required members’ compliance in order to maintain membership, members were entitled to know what the bylaws contained. Thus, they were entitled to copies of the bylaws, bylaw amendments, and minutes of directors meetings relating to amendments of the bylaws. The majority notes that shortly before Save CU filed its mandamus application, Columbia and the Department of Financial Institutions (DFI) agreed that Columbia would “ ‘make its [b]ylaws reasonably available to members who request a copy.’ ” Majority at 192 n.6 (alteration in original) (quoting CP at 464). Although this agreement provided some member access to Columbia bylaw documents, it does not ensure all members access to bylaws setting membership requirements. The DFI/Columbia agreement is inadequate because it does not provide a means by which members may receive notice of bylaw changes affecting membership requirements in order that they may request copies.⁹

152 I would reverse the trial court’s dismissal of Save CU’s access to records claim and remand for further proceedings including a determination of whether obtaining access to these records conferred a substantial benefit on credit union members and entitles them to recover attorney fees expended to gain access to the bylaws and records with which they are required to comply.

Reconsideration denied August 24, 2006.

[8] 8 Article II, section 1 of the bylaws states:

The Appendix may be amended in order to add groups to the Credit Union’s field of membership .... All amendments expanding the Credit Union’s field of membership shall be submitted for regulatory approval before new groups may be served by the Credit Union. Columbia adopts the enabling amendment pursuant to State of Washington, Department of Financial Institutions, [former] WAC 419-72-041 [1995], streamlined procedure for Small Occupational Groups ..., as listed in the Field of Membership Appendix to the Bylaws of Columbia Community Credit Union. Such streamlined amendments to the Bylaws do not require regulatory approval before the new groups may be served by the Credit Union.

Clerk’s Papers at 469.

9 State ex rel. Wicks v. Puget Sound Savings & Loan Ass’n, 8 Wn.2d 599, 113 P.2d 70 (1941), notwithstanding, since 1996, the National Credit Union Administration (NCUA) has taken the position that member access to credit union records should be the same as shareholder access to similar records in for-profit corporations. NCUA, OGC Legal Op. 96-0541 (June 14, 1996).