             THE         AITOIWEY                      GENERAL
                                 OFTEXAS




The Honorable   Bruce Gibson                           Opinion       No.   H-     94
Commissioner,    State of Texas
Credit Union Department                                Re:           Eligibility for   membership
900 Congress   Avenue                                                in the Amarillo    AFB Credit
Austin,  Texas 78701                                                 Union

Dear   Mr.   Gibson:

       You request the opinion of this office on whether          persons    who are
members      of the Civil Air Patrol   have been eligible     for membership       in
the Amarillo     Air Force   Base Credit Union.      The   credit  union  is  in liquida-
tion and, as successor,      you are considering     action against a bonding com-
pany for indemnification      against financial  loss which may have occurred           as
a result  of unauthorized    loans.

         The Amarillo   AFB Credit Union has been chartered         under the laws
of Texas    since 1962. Prior   to 1969, the organization     operated   under the
Credit Union Act, set out in Title 46 of Vernon’s        Texas   Civil Statutes as
Articles    2461-I to 2484d.  Article  2466, “Bylaws”,     provides    that:

               “The    bylaws    of the credit    union      shall   prescribe:

                       “3.      The conditions   of association,     residence
                                or occupation   which qualify    persons    for
                                membership.    ”

      In 1969 the existing   Credit        Union Act was repealed  and an entirely
new Act substituted   in its place        by Acts 1969, 61st Leg., p. 540, ch. 186.
The controlling   law on the field        of membership   became Article  2461-6, V.T.C5:

               “(a) The membership          of a credit union shall be
               limited to and consist       of the subscribers  to the




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The   Honorable   Bruce   Gibson,    page 2    (H-94)




              articles of incorporation  and such other persons
              having the common bond set forth in the bylaws
              as have been duly admitted   members,    . . . . ”

       The Amarillo   AFB     Credit Union’s        charter  and original    bylaws were
approved   by the Banking     Commissioner          of Texas on February      19, 1962.
The bylaws stated:

              “The field of membership     in this Credit Union is
              limited  to those having   the following    common
              bond of association,   occupation    or residence:

                     “Employees      of AAFB   including,    Civil
                     Service  graded employees,         non-appro-
                     priated  Fund Personnel,       all permanently
                     assigned   Military   personnel,     . . . .‘I

      This definition governed its field of membership              until   1965 when the
bylaws were amended and approved      to read:

              “The field of membership         in this Credit Union is
              limited   to those having the following       common
              bond of assoc,iation,     occupation    or residence:
              Personnel     permanently     assigned,    stationed,    or
              residing    in the Amarillo    metropolitan      area who
              are employed       and/or paid by any of the following
              instrumentalities:       Department     of Defense,    including
              . . . Civil Air Patrol      . . . . ” (emphasis      added)

      The bylaws were       again   amended    and approved      in 1968 to define   “field
of membership”   as:

              “Personnel.     . . who are employed    at Amarillo
              Air Force   Base, and/or paid by any of the follow-
              ing instrumentalities   . . . Civil Air Patrol . . . . ”
              (emphasis   added)




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The Honorable        Bruce         Gibson,   page   3   (H-94)




        This    definition     remained       substantially      unchanged   after   the Amarillo
AFB    Credit    Union       was    rechartered     under     the new laws   effective     in 1969.

      There bylaws and their “fields      of membership”    were approved   by
the Banking Commission     prior to 1969 and afterward     by the Credit Union
Commission.    In the absence   of an abuse of discretion,    such approval
makes the “common     bond” indisputable.     Article  2461-3, V. T. C. S.

         Basically,   then, your request devolves    into a question  of whether
a member       of the Civil Air Patrol,   who is not paid by the Patrol,   may be
classified    as one who is “employed      and/or paid by” the Civil Air Patrol
or as one who is “employed         at Amarillb  Air Force  Base, and/or paid
by.    . . ” the Civil Air Patrol.

        The word “employed”             does not have a precise        meaning.       In one
sense “employed”           means “used” or “utilized.          ” Webster’s       International
Dictionary,        3rd Eli. Normally        in construing    statutes we are required          to
give to a word its ordinary            meaning.      Article  10, Vernon’s       Texas Civil
statutes.      Normally      when we speak of a person being employed                  at a par-
ticular   place,      we mean that that is where his job is for which he is paid.
A person employed           at a particular      place would be an employee           of some-
one there.        But even in this sense,         employ and employee         may have many
different     meanings      depending      upon the context in which they are used. See
for instance,        Statutory    Definitions    in Articles   522la-5.     6228g, 8309, s 1,
V. T. C. S. Other definitions             may apply where the question          is whether a
particular     actor is an employee           or an independent      contractor     so as to
impose     liability    on another as in Newspapers,            Inc. v. Love,       380 S. W. 2d
582 (Tax.      1964).     Under some circumstances            a person may bear the rela-
tionship of employee           to another even though the other is not paying his
salary or wages as in the instance               of a borrowed      servant.     J. A. Robinson
Sons, Inc. v. Wigart,            431 S. W. 2d 327 (Tex.       1968).

       This interpretation  is reinforced     by the use of~language                     in the is:laws
of Amarillo   AFB Credit Union requiring        that to be a member,                      a person be
“emplayed   and/or paid”,   indicating    an apparent    intention   that                there might
be employment     without payment,     that is,, “employment”      in the                 broader    sense
we have indicated.




                                                  p. 436
The Honorable      Bruce   Gibson,    page   4   (H-941




        Your question    to us.involves  the added problem         of whetbcr
in retrospect    we can say that those who made the decisions              in the past
breached    their duties and obligations     as officers    of the credit union by
extending    membership     to persons  who were not so occupied            at Amarillo
AFB or who were not paid by the Civil Air Patrol.               It occurs     to us that,
where language of thie sort is used, there will be differences                 of opinion
as to the inclusion    of a particular  individual.      In our   opinion,     so long as
the decision    with reference    to membership      is made in good faith and has
some reasonable      basis,   the person making it should not be subjected              to
our hindsight    as to whether he made the correct          decision.      On the other
hand, if there was no reasonable   basis or if there is evidence  the decision
was not made in good faith,  then a different  question will be presented.
These are matters  which we do not have before us.

       It is therefore    our opinion that whether     or not a particular   person
was entitled to membership        in the Amarillo     AFB Credit Union should depend
upon whether a reasonable        person could have determined,         under any defini-
tion of “employed      at” or “employed   by”.    that he was  entitled  to membership
and further   that such decision     was made in good faith.

                                     SUMMARY



                       Where membership      in a credit union is to be
               determined    by whether   or not a person is “employed
               at an air forc,e base and/or as a member         of the Civil
               Air Patrol”    or similar  language,   the officers   of the
               credit union are responsible     for making a reasonable
               decision,   in good faith,  and, having done so, should
               not be subject to penalty should it appear retrospectively
               that the decision   was wrong.

                                                    Very   truly     yours,




                                         c/         Attorney       General    of Texas




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The   Honorable   Bruce   Gibson,   page   5   (H-94)




Opinion   Committee




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