Establishing a membership structure for a Non-Governmental Organization (NGO) is a critical process for associations, professional bodies, sports federations, clubs, and community organizations. Georgian legislation allows a Non-Entrepreneurial (Non-Commercial) Legal Entity (NNLE) to be membership-based, where the supreme governing body is the General Assembly of members. Properly defining this structure is essential to ensure democratic governance, transparency, and organizational sustainability. The membership structure determines not only who makes decisions but also how responsibilities are distributed, how membership fees are managed, and what rights ordinary members have in running the organization. An improperly structured membership can lead to governance crises, litigation, and organizational paralysis.
This service includes the comprehensive development of membership policies and legal mechanisms. Qualified lawyers offer:
- Defining different membership categories (full, associate, honorary) and outlining the rights and duties for each in the charter;
- Developing transparent procedures for admission and expulsion of members to prevent discrimination and ensure fairness;
- Legally regulating the structure of membership fees and implementing sanction mechanisms for non-payment;
- Creating regulations for conducting the General Assembly (quorum, voting rules, delegation of votes);
- Establishing rules for maintaining the member registry in compliance with personal data protection standards;
- Creating internal conflict resolution mechanisms between members and the governing body.
Refining the membership structure is necessary in many real-world scenarios. For instance, a business association plans to lobby at the legislative level and needs a strong mandate from its members — requiring a clear voting system. Another example is a youth organization wishing to introduce a "junior member" status for minors, which requires specific legal approaches regarding parental consent. It is also common for a local branch of an international network to be required to implement global membership standards adapted to Georgian law. Additionally, for sports clubs, legally correct documentation of membership fees is critical to avoid tax issues.
In Georgia, the activities of membership-based organizations are regulated by the "Civil Code of Georgia." The Code establishes that the charter of an NNLE must define the rules for admission, withdrawal, and expulsion of members. It is crucial that the charter does not restrict a person's right to withdraw from the association at any time. The "Law on Personal Data Protection" is also relevant, as maintaining member databases requires high data protection standards. From a tax perspective, the "Tax Code of Georgia" exempts membership fees from profit tax (and VAT) if provided for in the charter and the funds are used for the organization's goals.
The process begins with an analysis of the organization's goals: What type of membership does the organization need? Mass or elite? Following this, the lawyer prepares amendments to the charter or a new version detailing the institution of membership. Special attention is paid to meeting procedures — how to convene, approve the agenda, and make decisions. The lawyer also helps the organization develop "Membership Bylaws," an internal document that does not require registration in the Public Registry but is mandatory for compliance. With the help of a specialist on Legal.ge, you will create a structure that fosters active member participation and protects the organization from internal instability.
Legal.ge is a platform where you can find corporate governance experts for the non-profit sector. A correctly built membership structure is the guarantee of an organization's vitality. Our specialists will help you maintain a balance between democratic principles and governance efficiency. Organize your internal structure with Legal.ge.
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