Determining Who Becomes a Member of a Society

Initial Members To adopt a constitution before incorporation a society normally has a meeting of members. Patently, there can be no society without members, so those who were members at the time of adoption of the rules and the decision to incorporate (usually decisions made at the same meeting), whether or not present at the meeting, must be existing members when a society incorporates. Section 4(2) states that “No such application shall be made except with the consent of a majority of the members of the society,” while s 7(2) (b) requires confirmation “that a majority of the members of the society have consented to the application, and that the rules so signed or sealed are the rules of the society,” and both sections appear to assume that others may be members but may not have signed the application to incorporate. Under section 7(1)(a), Incorporated Societies Act 1908, it must be “signed by not less than 15 persons being members of the society” (noting that s 31 provides that “every corporate body that is a subscriber or member shall be taken as the equivalent of 3 subscribers or 3 members, as the case may require,” but the Charitable Trusts Act 1957 has no provision). Any member who signs the incorporation is described in ss. 7(3) and 10 as a “subscriber.” However, in reality the subscribers are usually only the minimum required to obtain society registration. In my view, therefore, nothing can be read into who signs or does not sign the application for incorporation, and no special status is accorded to those who actually sign the application for incorporation....