On this page
- What is a member?
- Overview of general members rights and obligations
- Companies limited by guarantee
- Incorporated associations
What is a member?
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 general meetings
- complying with any legal requirements to maintain an up-to-date members register (or equivalent), and
- knowing who may have rights and obligations as a member
Members have rights and obligations under:
- the law that regulates the type of organisation they are a member of (for example a Victorian incorporated association), and
- the organisation's rules (or constitution)
The rules or constitution forms an agreement between an organisation and its members.
As members' rights depend in part on the legal structure of the organisation, it's 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?
To find out your organisation’s legal structure:
- If your organisation is a charity, search the ACNC register. Once you have found your organisation’s entry, you can check your rules or constitution which should state the type of legal structure. You can search by name and by ABN or ACN.
- If your organisation is not a charity, you should start with an Australian Business Register (ABR) search. You will need the name and ideally the ABN or ACN of your organisation. If your organisation is 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 a state-based not-for-profit structure such as an incorporated association or a co-operative, it's likely that the ABR will list it as ’other incorporated entity’. You will then need to search your state or territory regulator of not-for-profits to confirm your structure. You may approach your state or territory regulator to request a copy of the rules they have for your organisation (there may be a fee associated with this service).
The state and territory regulators:
Overview of general members rights and obligations
Members’ rights 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)
Members’ obligations can include
- requirement to pay memberships fees, and
- requirement to follow the rules of the organisation
Member rights: Companies limited by guarantee
Our 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.
The fact sheet includes information regarding:
- how to find out if a not-for-profit organisation is incorporated as a CLG or registered as a charity
- appointment and removal of directors
- meetings and voting rights
- the liabilities of members, and
- enforcement of member rights
Member rights: Incorporated associations
Download our fact sheets on the rights of members in incorporated associations in each state and territory, which cover:
- the sources of members’ rights
- members' rights, and
- the suspension of members’ rights
Select the state or territory where your organisation is based and download the relevant fact sheet:
The content on this webpage was last updated in March 2022 and is not legal advice. See full disclaimer and copyright notice.