Many not-for-profits and registered charities are established as companies limited by guarantee (CLG) and incorporated associations (IA). In these legal structures (as well as in indigenous corporations and co-operatives), members have specific rights. Maintaining the member register is important as it ensures the organisation is clear on who is entitled to exercise these member rights, which may include:
- right to remove (and potentially appoint) board or committee members;
- right to call general meetings, receive notice(s) of general meetings and attend general meetings;
- right to access certain documents, including the member register;
- right to nominate to be a board member;
- right to vote to change or adopt a new governing document for the organisation or wind up the organisation; and
- in some cases, the right to access certain benefits (such as the right to use the facilities of a sporting club).
If there is uncertainty regarding who the organisation’s members are, decisions made by the members may be subject to challenge.
Both CLGs and IAs are required under legislation and its governing document to maintain a register of members. An organisation’s governing document may provide for some, or all of the following matters in respect of the member register (note: some of these are mandatory inclusions depending on the legal structure and state of incorporation):
- who is responsible for maintaining the register (typically the Secretary);
- the types of information that the register must contain – name, address or date of admission to membership and (in the case of former members) date membership ceased;
- what information must be removed from the register if membership ceases;
- when a person becomes a member; and
- that notices may be served on a member at their address in the register.
A member can be an individual or another organisation that has met any eligibility criteria, followed an application process and has been formally admitted to membership in accordance with the process in the governing document. Typically, the members are:
- all the individuals who were members at the time of incorporation of the organisation (and who have not subsequently resigned); and
- any individuals subsequently admitted to membership.
Maintaining the member register
Organisations should ensure that:
- they comply with the provisions in their governing document regarding eligibility for membership, admission to membership and cessation of membership;
- there are reliable processes in place to ensure that the register is in fact updated when new members are admitted, the details of a member change or membership ceases; and
- the governing document includes appropriate provisions to allow for the removal of members who become untraceable.
If an organisation’s member register has not been maintained or is missing, steps must be taken to restore the member register. This should be done prior to any significant member decision. This may include:
- accessing regulator records to ascertain the details of the founding members;
- reviewing the organisation’s records (including board and general meeting minutes) for details of any admission to membership or cessation of membership;
- contacting the members listed on the last available version of the register (this may include an invitation to formally resign if the member does not wish to maintain membership);
- an announcement through the organisation’s network inviting members to contact the board.
If the member register cannot be effectively restored through these steps, the organisation should seek legal advice. Uncertainty of membership is a significant contributing factor to internal disputes within organisations and can support a legal challenge to the decisions of both the ‘members’ and any board appointed by those members.
How we can help?
Our For Purpose team helps charities from the ground up, from support when applying for registration to other more complex matters. If you have not updated your member register for a while and need some tailored advice, we can assist.
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Please contact us for more detailed and tailored help.
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