Concept and Nature of Membership
Die Membership is a legal relationship that connects a natural or legal person with an association, organization, corporation, cooperative, or other entity. This relationship is characterized by rights and obligations and forms the foundation for exercising membership rights and assuming membership obligations towards the community and vice versa. The precise structure of membership is subject to statutory regulations and/or the relevant bylaws or statutes of the organization in question.
Legal Basis of Membership
Statutory Provisions
The legal classification of membership is regulated by various laws. For registered associations (§§ 21-79 BGB), cooperatives (§§ 15 ff. GenG), stock corporations (§§ 54 ff. AktG), limited liability companies (GmbHG), and housing companies, there are specific provisions regarding the establishment, structuring, transfer, and termination of memberships.
Autonomy of Bylaws
In addition to statutory provisions, the regulations in the bylaws are of significant importance. The bylaws define the acquisition, continuance, and termination of membership, the arrangement of membership rights and duties, as well as procedures in cases of disputes. Bylaw provisions may not contradict statutory regulations but can supplement and specify them within the scope of private autonomy.
Acquisition of Membership
Establishment of Membership
Membership is generally established through an admission contract. This is usually formed by an application for admission by the person wishing to join and its acceptance by the association or corporation. In addition to informal declarations of intent to join, the bylaws may stipulate special formal requirements (written, oral, online) as well as additional prerequisites (e.g., age, professional qualification, obligation to pay dues).
Types of Membership
A distinction is made between various forms of membership:
- Ordinary membership: Full membership with all rights and obligations.
- Extraordinary membership: Limited rights and obligations, for example without voting rights.
- Supporting membership: Usually limited to financial support, without participation in decision-making.
- Honorary membership: Award with special rights, often without duty to pay contributions.
Rights and Obligations of Members
Membership Rights
Members have rights under the bylaws and statutes, the core of which is participation in decision-making and access to the organization’s services. The most important membership rights include:
- Right to attend members’ meetings
- Voting rights in resolutions and elections
- Right to nominate and propose motions
- Right to information and disclosure
- Right to use facilities and services
The specific structure depends on the respective organizational form and bylaws.
Membership Obligations
In contrast, there are membership obligations. These particularly include:
- Obligation to pay dues (membership fees, levies)
- Duties of participation e.g., in club work, general meetings
- Compliance with bylaws and resolutions
Violations of material obligations may lead to measures stipulated by the bylaws, up to and including exclusion.
Transferability and Inheritability
As a rule, membership is a highly personal legal relationship and is neither transferable nor inheritable unless otherwise regulated in the bylaws. Exceptions may apply in cooperative or stock corporation law: while shares are freely transferable, the transfer of cooperative membership is subject to stricter statutory requirements.
Termination of Membership
Ordinary Termination
Members can terminate the membership relationship by giving ordinary notice. The applicable deadlines and forms are generally set out in the bylaws.
Exclusion for Important Reason
An exclusion may occur if important reasons exist, in particular serious violations of the bylaws or the interests of the organization. The procedure must comply with the principles of due process, meaning the member must be given the opportunity to comment before a decision is made. Exclusion is usually decided by the board or a body designated in the bylaws.
Death or Dissolution
For natural persons, membership ends upon death; for legal entities, with their dissolution or expiration, unless the bylaws provide otherwise.
Legal Consequences of Termination
Upon termination of membership, all membership rights and obligations expire unless individual obligations (such as subsequent payment of dues) persist. Claims that have already arisen generally remain unaffected.
Legal Protection and Disputes
Membership-related disputes are often settled internally by arbitration or honorary boards stipulated in the bylaws. In addition, members may bring cases before ordinary courts, for instance, to review exclusions, disputes over dues, or violations of membership rights.
Membership in Public Law
In addition to private-law memberships, there are also public-law membership relationships, for example in public-law corporations such as chambers or religious communities. Rights and obligations here arise from the respective statutory provisions, and compulsory membership often exists, which cannot be freely opted out of.
Differences from Comparable Legal Relationships
Membership must be distinguished from other legal relationships such as mere obligations (e.g., contract for services, contract for work and labor) or shareholder status. While partners in a partnership may have a membership-like status, membership in the strict sense focuses on the relationship to the association as a whole and its governing bodies.
Significance of Membership
Membership is crucial for the functioning of democratic and organized decision-making processes in associations, organizations, cooperatives, corporations, and political parties. It is a core element of collective action and an integral part of the German legal and social system.
Sources:
- German Civil Code (BGB), §§ 21-79
- Cooperative Societies Act (GenG), §§ 15 ff.
- Stock Corporation Act (AktG)
- Basic Law (GG), Art. 9 (Freedom of Association)
- Bylaws and statutes of various associations and organizations
This article provides a comprehensive overview of the legal significance, structure, and legal consequences of membership in its various forms.
Frequently Asked Questions
What legal requirements must be met to acquire membership in an association?
The acquisition of membership in an association is subject to the statutory provisions of the German Civil Code (BGB), particularly §§ 21 ff. BGB. The essential legal requirement is the conclusion of a membership contract, which is formed by the application of the prospective member and its acceptance by the competent association body (often the board). Bylaws may impose further requirements, such as a minimum age, recommendation by existing members, or the submission of certain documents (e.g., certificate of good conduct, proof of profession). For minors, the consent of legal guardians is also required (§ 107 BGB). Only upon proper acceptance and entry in the membership register does membership become legally effective. Unless the bylaws provide otherwise, there is generally no legal entitlement to admission.
What rights and obligations arise from membership?
The rights and obligations of members are determined primarily by the respective bylaws, with statutory provisions applying supplementarily. Essential rights include in particular the right to vote in the general meeting, the active and passive right to stand for association office, and the right to information and participation in association events. Obligations generally include the payment of dues, compliance with the bylaws and rules, and the promotion of the association’s purpose. Individual members may be obliged under the bylaws to perform special duties or offices. Membership may also include a duty of loyalty to the association. In the event of breaches of duty, disciplinary measures stipulated by the bylaws (e.g., warnings, exclusion) are possible.
Under what conditions can a member be expelled from the association?
An exclusion can only occur on the basis of the association’s bylaws and generally requires an important reason, such as serious breaches of the association’s interests, non-payment of dues despite reminders, or behavior harmful to the association. The procedure must be specifically regulated in the bylaws; typically, there is a right to be heard and a decision made by an association body (often the board or general meeting). The exclusion must be communicated to the member in text form and justified. Internal remedies may be provided, such as appeals or review bodies. If the bylaws are not complied with, the exclusion may be contested and, in case of dispute, reviewed judicially (§ 37 BGB by analogy).
How can a member effectively terminate their membership?
Membership is preferably terminated by a declaration of withdrawal (termination), which is possible without a specified form unless the bylaws require a particular format (written, electronic) and is often subject to a notice period. The declaration is generally to be addressed to the board or the office specified in the bylaws. Immediate termination without notice is only permissible if there is an important reason making it unreasonable for the member to remain (e.g., serious breaches of the bylaws by the association). Upon the effective date of termination, all membership rights and obligations cease, except for those arising before termination (e.g., outstanding dues).
What are the legal consequences of losing membership?
When membership expires, all rights and obligations of the member toward the association end. This particularly concerns voting rights, use of association facilities, participation in general meetings, and entitlement to the association’s services. Outstanding dues at the time of termination remain unaffected. Benefits already provided by the member generally cannot be reclaimed. Rights to inheritances or association assets only arise upon dissolution, insofar as this is expressly stipulated in the bylaws. Also, any insurance or liability coverage resulting from membership usually ceases with withdrawal.
Can membership be transferred or inherited by others?
Transfer of membership to third parties is generally excluded by law, unless otherwise provided by the bylaws (§ 38 BGB). Inheritance of membership is also not generally permitted under the legal framework. Membership is a strictly personal, non-transferable legal relationship. However, the bylaws may, in exceptional cases, provide for rights of transfer or succession (e.g., for family members). For legal entities as members, there may be special rules on succession, such as in the case of a merger or dissolution, but these are usually regulated in the bylaws.
What legal special features apply to the admission and membership of minors?
Special protective regulations apply to minors: joining an association is a legal transaction that requires the consent of legal guardians (§ 107 BGB). Without this consent, membership is provisionally ineffective. Certain associations, such as youth or sports clubs, may provide exceptions in their bylaws for minor members, for example for dues-free membership or limited voting rights. Associations are also required, in the context of their liability or supervisory duties, to pay special attention to the interests of minor members (e.g., during events or trips).
