FROM: Sheila A. Albin, Associate General Counsel
You have asked this office to review a nonstandard bylaw amendment request from [redacted] Federal Credit Union (FCU). As explained below, we have no legal objections to the proposed amendments.
The FCU proposes to amend its bylaws to clarify two issues in the event of a disputed election. First, it wishes to include in its bylaws the language that “[a]ll elections are determined by plurality vote.” This language is included in the other FCU Bylaws election provisions and we have no legal concerns with it being included in the provision governing election by electronic device or mail ballot. It was inadvertently omitted when the bylaws were revised in 1999. We plan to include this language in the next bylaw revision.
Second, the FCU wants to state in its bylaws that the candidates “receiving the most votes shall be elected to the position to be filled having the longest term.” We have no legal concerns with this provision. As stated in your memo, this office has previously said that allowing the candidate with the most votes to fill the longest term is a permissible way to fill director vacancies.