Recording members’ email addresses in your company’s register of members: Watch this space

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This article was written by Will Heath and Stephanie Swan.

Independent Senator Nick Xenophon has introduced, "as a matter of urgency", the Corporations Amendment (Modernisation of Members Registration) Bill 2017 (Bill) into the Senate, which proposes to amend section 169(1)(a) of the Corporations Act 2001 (Cth) (Act) to require all companies and registered schemes to record each member's email address in the register of members.

The intervention is in response to concerns that a loophole in the Act allowed CPA Australia not to disclose certain contact details of members.

In his second reading speech, Senator Xenophon said "the rationale and the public policy imperative for this bill can be encapsulated by the efforts of Mr Brett Stevenson", a member of CPA Australia, in "agitating for greater transparency and openness on the way CPA Australia is run."

As it is currently drafted, section 169(1) of the Act requires that a company's or scheme's register of members contain each member's name, address and date of joining. The private member's bill aims to bring section 169 of the Act "into line with modern communication methods", by introducing a requirement that the register of members contain each member's email address.

Senator Xenophon simply proposes to insert the words "email address" into section 169(1)(a) as follows:

"1. The register of members must contain the following information about each member:
(a) the member's name, email address and address"

If passed, the amendment will require all companies and registered schemes to record members' email addresses. For persons (such as activists) seeking to communicate with members, the amendment will facilitate a much more cost effective and timely mode of communication.

The proposed amendment to section 169(1) is expressed in absolute terms and applies regardless of whether a company or registered scheme actually holds each member's email addresses. Further, if passed, the Bill would not alter related provisions of the Act which require the provision of member details. For example, why should a company not be required to provide a proposed member's name, email address and address under section 117(2)(c) of the Act? It is hoped Senate Committee scrutiny of the Bill will consider these issues.

The Bill was introduced on 15 June 2017, and referred to the Senate Economics Legislation Committee on 22 June 2017. The Committee is currently accepting submissions, which will close on 21 July 2017, with a report expected on 11 September 2017. The report will then be tabled and debated in the Senate, and if passed, be introduced into the House of Representatives.

The Coalition does not appear to have publicly responded to the Bill.

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