FROM: Hattie M. Ulan, Associate General Counsel
SUBJ: Nonstandard Bylaw Amendment - [redacted]
[redacted] (Your September 2, 1992, Memorandum)
DATE: December 16, 1992
Please be advised that the above-referenced memorandum was not received in this Office until November 24, 1992. In the memorandum, you requested our comments on several nonstandard amendments [redacted] wishes to make to Article VI, Sections 1 and 8 of its bylaws, dealing with elections. We do not object to the proposal. However, we suggest some modifications.
In Article VI, Section 1, concerning the nominating process, the FCU proposes to replace all references to "annual meeting" in Article VI, Section 1 with the word "election", e.g. the nominating committee will be appointed at least 120 days prior to the election, rather than the annual meeting. It appears to us that the FCU intends the word "election" to mean the date that the ballots go out to the membership. However, the bylaw does not include a definition of the word "election" and is therefore unclear. We suggest that a definition of the word "election" be added at the end of Article VI, Section 1. If "election" is defined as the day that the mail ballots go out, the amendment would have the effect of lengthening the election process. We have no legal objection to such a change.
The FCU also wishes to amend the last sentence of the second paragraph of Article VI, Section 1. That sentence currently requires the written notice regarding nominations by petition to state that elections will not be conducted by printed ballot and there will be no nominations from the floor when there is only one nominee for each position. The FCU proposes that the notice state that elections will be conducted by printed ballot and there will be no nominations from the floor. The bylaw should state that there will be no nominations from the floor except when there are not enough nominees for the number of positions to be filled. If the nominating committee failed to nominate the requisite number of nominees and no petitions were submitted, there would be a vacancy after the election.
The FCU requests two changes to Article VI, Section 8(b). First, the nominating committee would be required to nominate at least one nominee more than the number of positions to be filled (instead of the current requirement of at least the same number of nominees as positions). We have no objection to this change. Nor do have any problem with the FCU's proposal that the ballots be mailed to the membership 55 days (rather than the current 30 days) before the annual meeting. That change would simply give members more time to vote.
Last, the FCU wishes to amend Article VI, Section 8(e) to require that mail ballots reach the election tellers at least 25 days prior to the date of the annual meeting, rather than the current 15 days. Since under the amended Article VI, Section 8(b), the ballots would be mailed to the members 55 days before the annual meeting, members would still have 30 days to receive, complete and return their mail ballots, an increase of 15 days over the time available under the current bylaw. This change appears to facilitate participation in the voting process, and we have no objection to it.