Is there a correct methord of keeping a members register?

The Members Register is something that most voluntary organisations need to keep. The way they are constituted will normally dictate the method of keeping the register.

For instance, if you are an incorporated association, you need to check the Associations Incorporations Act in your home state. Most will simply say that a “Register of Members” needs to be kept but not how. If you are ” company limited by guarantee” you need to keep a register also. Your own constitution may also give you some guidelines. Some legislation also requires it to be written as opposed to electronic.

In today’s world, most registers will be electronic, but to keep safe, it is also wise to have an up to date printout always available.

The detail you record also changes from place to place. Some just require a name, with no details.

My suggestion is that you set up a register that records all of the following information, then you probably won’t go wrong:

Membership Number (I suggest you give everyone a membership number as some legislation requires it)

Title

First name

Surname

Address details

Phone contact details

Date the person joined

Date resigned

Awards or Accolades bestowed and the dates (for example Life Membership)

The members’ register is normally kept by the Secretary.

I suggest you keep this in electronic form but always have a printout available.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.

We had a person who is unfinancial but used to be a member attend one of our meetings. The president let him speak but would not count his vote. What should the president have done? He has not been a member for a year and he acknowledged that he was no longer a member.

Since the person acknowledged that he was no longer a member, that clears up one issue – whether he was financial or not.

Technically, the president could have asked him to leave the meeting but in reality. most people would not do that, especially if it is the custom for the meetings to be “open” to visitors, members of the public, prospective members etc.

So having him there was probably not a problem.

The question is really twofold – should he have been allowed to speak, and should he be allowed to vote.

The second question is easy – he does not get a vote.

Whether he can speak is really up to the president, and ultimately the meeting. If he was constructive and courteous and reasonable when he spoke, most presidents would let him speak. If he was not, then the president can certainly deny him the right to speak.

If it is a controversial issue, then that potentially open the proverbial “can of worms”. It may be wise to let him speak, thereby dismissing the criticism that he was “silenced”. But, he may have views which are not held by the mainstream membership and letting him speak may inflame the situation.

It’s a judgement call and that’s why presidents and people who chair meetings need knowledge but much more important, wisdom.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.

This is a common question.

I have seen legal advice which gives the following answer but you must not take this as advice for your situation – the following answer is general only, and gives a general guideline.

If your constitution specifically says that membership fees are due by a specific date AND they say that if membership fees are not received by that date, membership lapses, then a person who has not paid by the due date is no longer a member and ceases to have any of the privileges of membership.

If your constitution simply says that fees are due on particular date or that the membership year is from (say) January to December, and a member has not paid by that date, it can be (and has been) argued that their membership does not lapse as they may be able to pay in arrears. Such a member may simply pay the fees backdated and still be a member.

I have heard of a case where a member paid their fees for three years back dated in order to attend and present an argument at a meeting even though they had not attended for years.

What’s the smart thing to do? The smart thing is to change the constitution to have a clause that specifically says when a person is no longer a member. For instance, “If membership fees are not received by March 31st, the person’s membership will lapse.”

If you inclusde that clause along with when the membership year is, then it is much clearer.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.

Traditionally it used to be one more than half of the possible membership but as organisations became bigger that became an unworkable number. For instance, if you had a sports club with 300 members, it meant you had to have 151 people at a meeting for it to be able to do anything. It is more common nowadays for a quorum to be a specific number.

One of the first things a person chairing a meeting should do is count to see if there is a quorum. Experienced people will often start their meetings by saying “We have a quorum and so I declare the meeting open”.

If you do not have a quorum there are several things you can do.

1. You can wait for 15 minutes to see if more people arrive.

2. You can just pack up and go home.

3. You can begin discussing things informally and you can even make informal decisions but they cannot be acted upon – yet. If you choose this option then someone should take informal notes of the decision so it can be brought forward at the next meeting when there is a quorum and then it is effectively decided.

The best option is number 3. Since you have some people there, you may as well begin your deliberations on the issues but you must understand that the meeting is not officially running, so you can take no action based on the decisions.

No minutes are kept of meetings which do not have a quorum.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.

I recently attended a meeting where the required quorum wasn’t present – the 3 of us agreed that nothing could be passed but that the recommendations would go to the next meeting. Problem is the minute taker has written some recommendations in as being passed.  What can you say to the minute taker so that she understands how a meeting operates when there is no quorum present.

This question is quite common – where the minute taker, in all good faith, does not understand the rules and technicalities of meetings. (Although there are some that DO understand and ignore them)

The best thing to do is at the next meeting simply point out that there was no quorum and the minutes therefore technically do not exist for the meeting since there was no official meeting.

You can then start the new meeting (presumably with a quorum) and bring forward what was informally discussed and perhaps even decided at the meeting without a quorum and then re-decide it officially.

Alternatively, if the minute taker is wel meaning but not sure of the protocols, have a quiet coffee with them between meetings and seek to explain the processes.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.

“We have a constitution for our organisation which says that a person can be appointed by the president to be the secretary. It also says in another clause the secretary is a director. In a third clause, it says that appointments made by the president can be removed by the president at any time.

My question is, if the secretary becomes a director, does he or she stay a director if the president appoints a new secretary?

We operate as a Company limited by guarantee”

This is not as complicated as it may sound. The person who is appointed secretary becomes an “ex-officio” director. That means that they are a director because they hold a particular position – in this case secretary.  If for whatever reason, (Resignation, new appointment of secretary) they cease to be secretary, then they also cease to be a director.

The confusion for some organisations that are a company limited by guarantee, is that the Australian corporations legislation states that in a public company (company limited by guarantee is a public company) directors can only be removed by the shareholders, not by the president or chairman, or the other directors.

In the case of an ex-officio director, this does not apply – the director ship is tied to a role or title - in the example in the question – the secretary role. Once the role is no longer held, neither is the directorship. Another way to look at it is that the directorship is given to the role, not to the person.

How do minutes become confirmed if the persons present at the meeting when a decision was adopted are no longer in attendance?

This is a really common question and the answer sounds weird, but it is nevertheless the answer!

The scenario is that at meeting1 certain people are in attendance and the minutes are written.

At meeting 2, some (or possibly all) of the people who were at meeting 1, are absent.

The minutes of meeting1 are to be confirmed at meeting 2. Anyone can in fact move or second the confirmation motion and everyone present at meeting 2 can vote.

The issue is this Does meeting 2 accept that the minutes as presented are an accurate record?

The key word is accept

The question is not – Does meeting 2 know with certainty that the minutes are an accurate record?

So the confirmation of the minutes is really saying that in the opinion of the people at meeting 2, the minutes of meeting 1 are accurate.

By the way, just because a set of minutes is confirmed, that does mean they are set in stone. If at a later point an error or inaccuracy comes to light you can go back and amend any set of minutes but only with the approval of a meeting.

It all really comes down the faith the people have in the minute taker so always choose a good one!

I know it sounds weird but that;’s the answer folks!

Last year’s agm mintues have been sent out for a meeting later this month.  My name has been used for proposing items when I did not.  What can I do about it?

There are two things you can do. The first is attend the AGM and when the minutes are confirmed, stand and point out that you did not propose certain items and insist that the minutes be amended to reflect that.

The problem that may cause, is that the meeting may not recall who did propose the items. If they cannot recall, then that is still not your problem – it is the problem of the meeting and the minutes may then be amended to read the proposer could not be identified.

The second thing you can do if you cannot attend the meeting (and this worth doing even if you can attend) is formally write to the secretary of the organisation requesting that the changes be made to the minutes. If the items are a big issue for you, you could insist that the minutes, with the corrections be reissued.

What happens when the ‘status quo’ is ambiguous? In this example half of a committee thinks a committee member is not eligible (to attend) while half think they are.

This is an interesting question. The issue is about what constitutes the status quo and the reason that is important is that it is always wise, when exercising a casting vote, to rule to preserve the status quo.

In this case, I would consider, if I were in the chair, that the status quo would be to not allow the person to participate. My reasoning (which I am certain some people will disagree with) is that it is far easier to add a person later than to ask them to leave.

The real issue here though, which I cannot answer for you, is where are the rules or bylaws that determine if the person is or is not eligible to attend? That is where the answer should be found and then a casting vote is not necessary.

Now let’s add the second part of Lee’s question:

This was in the case of a ambiguous resignation statement that was later rescinded by that member.

This is clearly a tricky “people issue”. A person has resigned and then later tries to withdraw their resignation. (The can’t rescind their resignation – they can only withdraw it).

This is more clear cut than it may appear. I’ll explain it in a timeline.

1. The person resigns.

2. Their resignation is received by the organisation.

3. They then withdraw their resignation.

4. The next meeting of the group from which they have resigned (in this case a committee) needs to decide whether they will accept the withdrawal and effectively have the person back. It is a straight motion before the meeting – “That the request to withdraw the resignation of Mr xzy, be granted”. (The person in question should NOT be in attendance while this is discussed.)

5. The result of that motion will determine if the person’s withdrawal is accepted or not.

6. If THAT vote is tied, and the chair wishes to exercise a casting vote to preserve the status quo, it is quite clearly to vote against the motion and not accept the withdrawal. The reason is that at the time of the motion being moved – the resignation was in place – that is the status quo in this instance.

Bottom line: Once a resignation has been received, the person giving their resignation cannot change their mind – it is up to the group to decide.

What is the difference between an ordinary meeting and a special meeting?

The best way to think of an ordinary meeting is one which you have regularly, like a monthly meeting held on the 2nd Monday of the month for instance. These meetings are where the general running of the organisation takes place.

A “Special Meeting” is usually one where there is an important issue to discuss which requires notice to be given to all the members. General  meetings are usually one of two types – an Annual General Meeting, or a Special General Meeting – here is where the term “Special meeting” comes from.

However, without wishing to rain on anyone’s parade, there is another possible interpretation. Some organisations may decide to hold a “special meeting” to discuss a particular issue, such as employing a staff member, or applying for a grant, or what to with some money the organisation has been given. They call this a special meeting simply because it outside the regular schedule. This type of meeting not a Special General Meeting.

The bottom line is, make sure you know whether it is just a special meeting or whether it is a Special General Meeting, because the latter is a “big deal!