Not-for-profit Law
Legal help for community organisations

Members

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The term ‘member’ is used in the not-for-profit sector to describe many different sets of people, however, it has a specific legal meaning. A member of a not for profit organisation is someone who has satisfied the requirements of formal membership of the organisation. The organisation’s rules or constitution will set out the membership process (members must consent to becoming a member of an organisation), whether there is more than one type of member and whether your organisation may use a slightly different terminology (for example ‘financial members’). Sometimes a member might be another organisation, but most commonly they are individuals.

Understanding the definition of a member for your organisation is important for a number of reasons including knowing who must be notified of Annual General Meetings or Special Resolutions/Special General Meetings, complying with any legal requirements to maintain an up-to-date members register (or equivalent), and who may have rights and obligations as a member (see below). Members can have rights and obligations under both the law that regulates the type of organisation they are a member of (for example a Victorian incorporated association) as well as the organisation's rules themselves. The rules or constitution forms an agreement between an organisation and its members.

As members' rights will depend in part on the legal structure of the organisation, it is important that everyone understands the legal status of the organisation, and confirms that the person seeking to understand their rights is in fact a member in the legal meaning, rather than a client or service user.

Don’t know your legal structure? Or want to find a copy of your organisations rules or constitution?

There are a few steps you can take to find out your organisation’s legal structure. Firstly, if your organisation is a charity, the best place to look is on the Australian Charities and Not-for-profits Commission charity register. Once you have found your organisation’s entry, you can check your rules or constitution which should state the legal structure of your organisation. You can search the register by name and by ABN.

If your organisation is not a charity, you should start with the Australian Business Register (ABR) search. You will need the name and ideally the ABN of your organisation. If your organisation is incorporated as a Company Limited by Guarantee (a federal not-for-profit structure) this will be indicated in the entry as "Australian Public Company". If your organisation is incorporated under a State(or Territory)-based not-for-profit structure such as an incorporated association or a co-operative, it is likely that the ABR will list it as “Other Incorporated Entity”. You will then need to search your state/territory regulator of not-for-profits, for example, Office of Fair Trading (QLD) to confirm your structure. You are able to approach your state or territory regulator to request a copy of the rules they have for your organisation (however, there may be a fee associated with this service). Go here to contact the regulator in the ACT, QLD, NSW, NT, SA, TAS, VIC, WA.

Please note that sometimes the ABR register is incorrect and some organisations may not have an ABN. If your organisation is not a registered charity, you could also search to see if it is an "Australian Public Company" (without an ABN) at www.asic.gov.au, or the state and territory registers, or another person in your organisaton may be able to help (your organisation may also not be incorporated). For more information on what incorporation means go to our page here.

Overview of general members rights and obligations

Rights can generally include:

  • voting rights
  • rights to notice of meetings and to attend certain meetings
  • rights to access certain documents
  • right to nominate to hold formal roles in the organisation
  • right to not be oppressed, and
  • in some cases, access to certain benefits (such as the use of tennis courts or a club house in the case of a tennis club, or online resources in the case of a medical support organisation).

Obligations can include

  • requirement to pay memberships fees, and
  • requirement to follow the rules of the organisation.

Members' rights and obligations for Companies Limited by Guarantee

The following fact sheet outlines in more detail members' rights for companies limited by guarantee. The rights will differ depending on whether the organisation is registered as a charity with the ACNC or not. The fact sheet includes information regarding:

  • how to find out if a not-for-profit organisaiton is incorporated as a CLG and/or registered as a charity and access to company information
  • the liabilities of members and meetings and voting rights, and
  • appointment and removal of directors. 

Members' rights for Incorporated Associations

Read our fact sheet on the rights of members in Victorian incorporated associations to understand more about:

  • how to find out if a not-for-profit organisation is an incorporated association
  • the liabilities of members, and meetings & voting rights, and
  • the appointment and removal of directors. 

 

Read our fact sheet on the rights of members in NSW incorporated associations to understand more about:

  • how to find out if a not-for-profit organisation is an incorporated association
  • the liabilities of members, and meetings & voting rights, and
  • the appointment and removal of directors. 

Read our fact sheet on the rights of members in Queensland incorporated associations to understand more about:

  • what are members’ rights and the sources of members’ rights?
  • what happens if a member is denied their rights? and
  • how can members’ rights be suspended?

Related links

Read our fact sheet on the rights of members in South Australian incorporated associations to understand more about: 

  • what are members' rights and the sources of members' rights?
  • what happens if a member is denied their rights? and
  • how can members' rights be suspended?

Related links

Read our fact sheet on the rights of members in Northern Territory incorporated associations to understand more about:

  • what are members’ rights and the sources of members’ rights?
  • what happens if a member is denied their rights? and
  • how can members’ rights be suspended?

Related links

Read our fact sheet on the rights of members in Australian Capital Territory incorporated associations to understand more about:

  • what are members’ rights and the sources of members’ rights?
  • what happens if a member is denied their rights? and
  • how can members’ rights be suspended?

Related links

Read our fact sheet on the rights of members in Tasmanian incorporated associations to understand more about:

  • what are members’ rights and the sources of members’ rights?
  • what happens if a member is denied their rights? and
  • how can members’ rights be suspended?

Related links

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