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The Attorney General of Texas
January 19, 1978
Honorable L. Alvis Vandygriff Opinion No. Ii- 1117
Commissioner
Texas Savings and Loan Department Re: Cumulative voting at annual
P. 0. Box 1089 meetings of savings and loan associa-
Austin, Texas 76767 tions.
Dear Mr. Vandygriff:
You have requested our opinion as to whether a member of a savings
and loan association may cumulate his votes where the association’s charter
and bylaws do not address the subject of cumulative voting.
Section 3.06 of article 852a, V.T.C.S., the Savings and Loan Act,
provides, in pertinent part:
In the absence of any bylaw provision to the contrary,
in the determination of all questions requiring action
by the members, each member shall be entitled to cast
one (1) vote by virtue of hi membership, plus an
additional vote for each share or fraction thereof of
the Permanent Reserve Pund Stock of the association,
if any, owned by such member, and an additional vote
for each One Hundred Dollars ($100) or fraction
thereof of the withdrawal value of savings accounts, if
any, held by such member.
The Texas Businern, Corporation Act, which authorizes the practice of
cumulative voting, is not applicable to savings and loan associations, except
to the extent that the Savings and Loan Act
containfsl no provisions in regard to some of the
matters provided for in this Act . . . .
Bus. Corp. Act art. 9.14. lhus, we must determine the extent to which article
9.14 is applicable to the practice of cumulative voting by members of a
savings and loan association.
This question was resolved with regard to banks in Robertson v. State,
406 S.W.2d 90 (Tex. Civ. App. - Fort Worth 1966, writ reM n.r.e. . that
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Honorable L. Alvis Vandygriff - Page 2 (R-1117)
case, the court found that, although the banking statutes do not pacifically either
validate or prohibit cumulative voting, they do %ontain specific provisions
pertaining to the election of directors,” which provisions are, for our purposes,
virtually identical to those of article 852a. Id. at 92. The court held that
cumulative voting was, in fact, “inconsistent witrand repugnant to the provisions
of the Texas Ranking Code pertaining to the election of directcrs.n & at 93.
Robertson was premised largely upon a statement in article 342-101 of the
Texas Ranking Code, which declares the Code to be “a complete system of laws
governing the organization, operation, supervision, and liquidation of state banks.”
Because of thii declaration, the court found “no cause to supplement [the Code’s1
provisions with those of a separate act.” 406 S.W.2d at 93-94. Although the
Savings and Loan Actdoes not itself contain any provision as to its completeness,
the caption states that it is
[aln act arranging the Statutes of this State affecting
savings and loan associations and their operations in appro-
priate Chapters and Sections into a consistent whole and
underasingleAct . ..
(Emphasis added). Acts 1963, 58th Leg., oh. 113, at 269. In our opinion, this
statement as to the completeness of article 852a furnishes ample basis for
concluding that the answer to your question is controlled by the court’s de.cision in
Robertson. It .is thus our view that, in the abeence of any bylaw provision to the
contrary, a member of a savings and loan association may not cumulate his votes.
SUMMARY
In the absence of any bylaw provision to the contrary, a
member of a savings and loan association may not cumulate
his votes.
@FIN L. HILL
,,Attorney General of Texas
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APPROVEI):
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Honorable L Alvls Vandygriff - Page 3 (H-1117)
Opinion Committee
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Untitled Texas Attorney General Opinion
Combined Opinion