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Governance · a practical guide

The membership committee, and what it should own

A membership committee is a group the board sets up to oversee membership: admissions and categories, recruitment and renewal, member feedback and the numbers the board needs. It acts on powers the board delegates, and the board stays responsible.

This guide covers where its authority comes from, what it typically decides, the membership secretary’s role, and terms of reference you can adapt.

Terms of reference →The membership secretary

Membership committee

01/ Where its authority comes from

The board delegates; it never hands over responsibility.

In a company on the model articles for companies limited by guarantee, the directors manage the business and may delegate any of their powers to a person or committee, on terms they set and can revoke (articles 3 and 5). A committee must follow procedures based on the articles’ rules for directors’ decisions, and the directors may make rules of procedure for it (article 6).

For charities, the Charity Commission says many charities can delegate decisions to sub-committees, but trustees “cannot delegate their overall responsibility” and remain collectively responsible for decisions taken with their authority (CC3, The essential trustee). Clubs and associations that are not companies take the power from their own constitution.

02/ What it decides

A useful remit, split by who decides.

Our working split. Your articles or constitution may reserve some of these to the board or to members.

AreaCommitteeBoardMembers
Applications against published criteriaDecides, within delegated limitsHears appeals—
Categories, grades and criteriaReviews and recommendsDecides, unless the rules reserve itVote where the rules require
Subscription levelsRecommends with evidenceDecides or proposesVote where the rules require
Recruitment and renewal planOwns and reportsApproves budget—
Member survey and feedbackCommissions and readsReceives the findingsTake part
Removing a memberGathers the factsDecides, under the rules—

Membership Quest framework; the legal position is set by your governing document, not this table.

03/ The membership secretary

The membership secretary keeps the record straight.

In our working description, the membership secretary keeps the register, processes joins and renewals, and reports numbers to the committee. A company must keep a register of members with names, addresses and the dates each person became and stopped being a member (Companies Act 2006, s.113).

An accurate list matters beyond administration: the Charity Commission’s RS7 report (2004, dated) found that disputes over elections held on inaccurate membership lists were among the problems membership charities ran into, and asked trustees to keep the list up to date.

Membership secretary: typical duties

  • Keep the register of members, with category and join date
  • Process applications and renewals, and send the welcome
  • Chase lapsed renewals on an agreed timetable
  • Report joins, lapses and renewal rate to each committee meeting
  • Confirm who may vote before a general meeting

04/ Membership committee terms of reference

Terms of reference in ten lines.

Our template. Adopt it by board resolution so the delegation is on record.

Membership committee terms of reference

  1. 01Purpose: to oversee recruitment, retention and the membership offer on behalf of the board
  2. 02Authority: the decisions delegated to it, and their limits, by board resolution
  3. 03Membership: three to six people, at least one board member, appointed by the board
  4. 04Chair: appointed by the board; the membership secretary attends
  5. 05Quorum: set by the board, never below two
  6. 06Meetings: at least quarterly, with papers circulated in advance
  7. 07Duties: the remit table above, as adapted
  8. 08Reporting: minutes and a membership dashboard to the next board meeting
  9. 09Conflicts: members declare interests, as directors or trustees would
  10. 10Review: the board reviews these terms every year

05/ Reporting to the board

Bring numbers, not anecdotes.

Each meeting should see members at the start and end of the period, new joiners, lapses with their reasons, and renewal rate with first-year members shown separately. Our membership KPIs guide sets out the measures and a dashboard; the membership retention rate page has the formula.

When the committee proposes changes to categories or fees, the evidence belongs in the paper: what members said in the member surveys, what lapsed members said, and what the change does to income. If the rules send the decision to members, it goes to the annual general meeting.

Dan Keegan, Founder, Membership Quest and GTM Quest

Written by Dan KeeganFounder, Membership Quest and GTM Quest · GTM Quest ↗

06/ questions

Membership committee FAQs.

What does a membership committee do?

It oversees membership on the board’s behalf: deciding applications within delegated limits, reviewing categories and fees, owning the recruitment and renewal plan, reading member feedback and reporting membership numbers to the board.

Can a board delegate decisions to a membership committee?

Usually, if the governing document allows it. Under the model articles for companies limited by guarantee, directors may delegate powers to a committee on terms they set and can revoke. The Charity Commission says trustees can delegate but remain collectively responsible for decisions taken with their authority.

What does a membership secretary do?

Keeps the register of members, processes applications and renewals, chases lapses, reports membership numbers to the committee and confirms who may vote before a general meeting.

What should membership committee terms of reference include?

Purpose, the authority delegated and its limits, who sits on the committee, the chair, quorum, how often it meets, its duties, how it reports to the board, how conflicts of interest are handled, and an annual review.

How is a membership committee different from volunteering on a committee?

This page is about the committee’s remit and governance. Recruiting, supporting and keeping the volunteers who sit on committees is covered in our volunteer engagement guide.

A committee that moves the numbers

Give the committee a plan and a dashboard.

We help membership committees turn their remit into a recruitment and renewal plan the board can track.

Book a call →

07/ related

Keep exploring

/honorary-membership

Honorary membership

Who confers it, and what it carries.

/volunteer-engagement

Volunteer engagement

Recruiting and keeping committee volunteers.

/annual-general-meeting

Annual general meeting

Notice, quorum and an agenda.

/membership-management

Membership management

The day-to-day administration.

/membership-categories

Membership categories

Grades, criteria and voting rights.

/membership-kpis

Membership KPIs

The dashboard the committee reports.

08/ sources

Every claim, and where it came from

  1. Companies (Model Articles) Regulations 2008, Sch. 2 — Model articles for private companies limited by guarantee, arts 3, 5 and 6UK statutory instrument
  2. Charity Commission — The essential trustee: what you need to know, what you need to do (CC3)UK regulator guidance
  3. Charity Commission — RS7 Membership Charities (March 2004, dated)UK regulator research
  4. Companies Act 2006, s.113 — Register of membersUK statute