A recent court case involving the Melbourne Football Club confirms that ‘address’ includes an electronic address when it comes to details in the Register of Members.

Mr Lawrence, a member of the Melbourne Football Club (‘the Club’) sought a declaration that the Club must provide him with a copy of their member register to be used to send an email to all voting members of the Club. The email was to contain submissions of amendments (with explanatory notes) for a new constitution. The Club is a company limited by guarantee under the Corporations Act 2001 (Cth) (‘the Act’). 

After paying to access the Register of Members, the Club did not provide the email addresses of members to Mr Lawrence. Upon request to do this, they refused, claiming that the addresses did not comprise part of the Register and are not required to be maintained under the Act. 

The key issue considered in this case is whether a corporation’s obligation under s 169(1) of the Act to record the member’s address is limited to the member’s residential address or whether it extends to other addresses, which are nominated by the member, in particular electronic addresses. The case was heard in the Supreme Court of Victoria by Justice Riordan.

Riordan J held:

‘The requirement under s 169(1)(a) of the Act for the Register to contain the member’s address includes an obligation to contain any address nominated by the member for the purposes of communications relevantly including electronic addresses.

Riordan J also noted that that the legislature did not intend the word ‘address’ to be limited to a residential address, when used generally in the Act based on s 205D because the subsection provides that a person’s address for the purposes of a notice or application under the specified subsections must be their ‘usual residential address’. This is with the exception of s205D(2), where they are entitled to provide an alternative address. 

That is, the term 'address' in the Act is not just limited to a place where a person resides. Rather, it more accurately refers to how a person may be contacted or reached to establish communication.

Furthermore, privacy concerns that were raised by the Club do not militate against requiring an electronic address nominated by the member to be recorded in the register. Riordan J noted that if anything, greater concern should instead be held for the disclosure of residential addresses than email addresses.

In considering the purpose of the Act, Riordan J noted that limiting the meaning of ‘address’ to a residential address in s 169, would in some cases ‘substantially interfere with the legislative intention' of permitting a person, who has inspected the Register, to communicate with the members for an approved purpose’.

Riordan J also stated that:

‘[the] principal purpose for a member nominating an address, or more specifically an electronic address, is to permit communications and receipt of notices relevant to the company’s affairs. Accordingly, in my opinion, the legislative intent of requiring the register to contain the address of the member is to record the addresses, whether physical, electronic or otherwise, which the member has nominated for the purposes of receiving communications’. 

Read the full judgment here.

Michael Summers, 7 December 2022.