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 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 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 *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 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 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):

Honorable L Alvls Vandygriff (H-1117)

Opinion Committee