. ’ 

The Attorney General of Texas 

January 19, 1978 

Honorable L. Alvis Vandygriff 

Commissioner 

Texas Savings and Loan Department 

P. 0. Box 1089 

Austin, Texas 76767 

Dear Mr. Vandygriff: 

Opinion No. Ii- 1117 

Re: Cumulative voting at annual 

meetings of savings and loan associations. 

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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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 appropriate 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 

APPROVEI): 

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Opinion Committee 

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