FROM: Hattie M. Ulan, Associate General Counsel
SUBJ: Nonstandard Bylaw Amendment Request [redacted]
(Your August 1, 1990, Memo)
DATE: September 7, 1990
You have asked for our comments on the above-referenced FCU's request for a nonstandard bylaw amendment. The proposed bylaw amendment would eliminate the right of FCU members to remove employees and officers of the FCU. We have no objection to granting this amendment.
The bylaw amendment would eliminate the right of the FCU members to dismiss FCU employees and officers. Article XIX, Section 3 of the FCU Standard Bylaws provides:
Notwithstanding any other provisions in these bylaws, any director, committee member, officer, or employee of this credit union may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purposes, but only after an opportunity has been given to him to be heard.
The proposed bylaw amendment deletes the reference to officers and employees, limiting the right of members to remove only the board and committee members. Neither the FCU Act nor NCUA's Rules and Regulations provides members with the authority to remove FCU employees and officers. Under general principles of corporate law, it is the party that has the authority to hire that also has the authority to terminate employment