Understanding Membership

The majority of organisations in the third sector have a ‘membership’ of individuals or other bodies. They become members of the organisation by making a commitment to support its purposes and often pay a fee or subscription.

Membership may be seen as crucial for charitable and third sector organisations because it ensures that the organisations remain people-led, accountable, and democratic. A well-planned approach to member interaction helps the organisation run smoothly, especially during major decisions and matters relating to the organisation’s purposes. Effective member engagement demonstrates the organisation's commitment to being inclusive and transparent.

The role of members

Members can play different roles depending on the organisation’s governance structure and constitution. Some organisations rely on their members for funding and volunteering, while others give members voting rights to influence decisions, such as electing committee members or trustees at general meetings such as an AGM, or a combination of both.

It is also quite common for organisations to confuse membership in the context of governance with people using their service or attending an activity. For instance parents bringing their children to the playgroup may be called members by the organisation, but they may not be members as defined in the constitution of the organisation, they are effectively its ‘customers’. Understanding and removing this confusion is important.

Members have a significant role in making key decisions, often through a "one member, one vote" policy when voting at general meetings such as the AGM. Governing documents should include rules about membership, but it's equally important to remember practical actions and engage with members regularly.

Single-tier and two-tier membership structures

In Scottish voluntary-sector governance, single-tier and two-tier describe whether there is a wider membership separate from the charity trustees or management committee.

Single-tier structure

A single-tier structure is where the members and the charity trustees are the same people.

There is no separate wider membership body. The people who govern the organisation are also its only members. SCVO describes this as a structure where “the members and the Trustees are exactly the same people,” and OSCR describes it as being governed by charity trustees “with no additional members.” This means there is no wider group of members voting at an AGM to elect trustees or approve major decisions. Control sits with the trustee body itself.

This can be simpler and easier to administer. However, it gives less democratic accountability and transparency. Depending on the purpose of the organisation, questions may legitimately be asked by external stakeholders such as funders about how an organisation with a single tier structure can ‘represent’ a community or listen to the views and experiences of people who it serves.

A single-tier organisation leaves control over the constitution and board membership in the hands of a small, self-elected trustee group.

Two-tier structure

A two-tier structure is where there are two distinct groups:

1. the charity trustees, directors, or management committee members, who manage and govern the organisation; and

2. a wider membership, who have constitutional rights, usually including voting at general meetings e.g. AGM

In a two-tier organisation, the wider members usually elect the trustees. SCVO describes this as “a membership organisation where the members elect the Trustees,” and OSCR describes it as a structure governed by trustees with a membership body that has certain powers or duties.

This is often the more appropriate democratic structure for community organisations, clubs, associations, and other bodies that want accountability to a wider group.

A two-tier organisation is closer to a membership-led association. The committee or trustees run the organisation, but the wider members retain important powers, such as electing trustees, attending AGMs, voting on constitutional changes, and holding the committee accountable.

Types of organisation and membership structures

Unincorporated associations are nearly always two-tier with a separate wider membership body. A constitution for an unincorporated association can be written to reflect single-tier status, but this is very rare.
Trusts are always single-tier in that the members are the trustees and the trustees are the members. There is no separate membership body.
SCIOs can be either single tier or two tier and their constitution will reflect the structure chosen. Uniquely amongst all legal forms of organisation, members of SCIOs have certain duties laid out in law (see below)
Companies limited by guarantee can be either single tier or two tier and their articles of association will reflect the structure chosen.
Community Interest Companies (CICs) can be either single tier or two tier and their articles of association will reflect the structure chosen.
Community Benefit Societies - Like all societies, community benefit societies are usually two tier and have members who may hold shares and exercise democratic rights on a one-member-one-vote basis. The FCA states that it is “not usually appropriate” for any group of members to have greater rights or benefits, as the society must operate for the benefit of the wider community.

SCIOs - Membership administration and duties

A SCIO must (and other legal forms ought to) have written into the constitution details of who is eligible to be a member, the process they must follow to become a member and how a person ceases to be a member, or can be removed. Model constitutions and templates, will reflect these requirements within the clauses of the draft constitution.

A SCIO must also set out the information it will keep on its members, and it must keep a register of members. This register must be kept up to date.

Uniquely, unlike any other legal form of organisation, the members of a SCIO have legal duties that they must fulfil:

To act in the interests of the charity and put the interests of the charity before any other
To ensure that the charity operates in a manner consistent with its purposes

You may recognise that these are two of the four specific duties for charity trustees LINK. Members of non-SCIO charities and non-charities do not have any legal duties although there will be rules set out within their organisation’s constitution that they must follow.

Here is a condensed rewrite of the notes (under 300 words):

Categories and structures

Membership organisations should carefully consider whether different categories of membership are needed. Some organisations have a single membership category open to anyone meeting the criteria, while others create different categories such as full, associate, honorary, youth, or family membership.

Full membership is usually for people who fully meet the organisation’s criteria, such as living in the area of benefit or being directly connected to the organisation’s purpose. Associate or honorary membership may be offered to supporters who do not meet the full criteria but can still contribute to the organisation’s aims.

Similarly, different categories are useful where organisations want to provide different voting rights or benefits. For example, associate members may not have voting rights at general meetings, and limits may be placed on the number of associate or honorary members serving on the board to ensure most trustees hold full membership. Full membership would have no such restrictions. Membership fees are also common, particularly where services, tuition, or discounted access to facilities are provided.

Organisations may also wish to allow other organisations to become members. In such cases, constitutions should explain how organisational members exercise voting rights, usually through a nominated representative.

Where organisations involve young people, separate youth membership categories may be appropriate. These may carry different rights or benefits depending on age and level of involvement. However, governance responsibilities and voting rights may not always be suitable or attractive for younger members, particularly those under 16.

Further resources and links

SCVO - Decision making and governance: Members

Charity Commission for England & Wales - Research report RS7: Membership Charities

DIY Committee Guide - Membership

For further free, well-informed information, find your local Third Sector Interface (TSI) at the directory page here