 .     .




                  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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