Definition
"Member" carries three distinct legal meanings depending on context.
1. Organizational member. A person who belongs to a firm, partnership, association, corporation, guild, limited liability company, or other organized body. In modern usage, "member" is the term of art for an owner or participant in an LLC, occupying the role that "shareholder" fills in a corporation or "partner" fills in a partnership. Organizational membership may be formal (recorded in governing documents) or, in some statutory schemes, arise by operation of law or contract.
2. Member of a deliberative or judicial body. A person who constitutes part of a court, legislature, board, or similar body — as in "member of Congress," "member of the panel," or "board member." In popular usage, "member of Congress" most often refers to a member of the House of Representatives specifically, though technically it encompasses senators as well.
3. Bodily member (archaic legal usage). A limb or part of the body capable of being used in fighting or self-defense. This meaning appears in early common law discussions of mayhem — the crime of disabling or removing such a member — and in the maxim membrum est pars corporis habens destinatam operationem in corpore ("a member is a part of the body having a destined function in the body"). This usage is obsolete outside of historical legal texts.
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Common Language
Modern common usage (Wiktionary): A pronunciation spelling of "remember." This reflects a colloquial, nonstandard usage without legal significance.
Historical common usage (Webster's 1913): "To remember; to cause to remember; to mention." Marked as obsolete even by 1913.
Neither common usage maps onto any of the three legal senses. The legal term derives from the Latin membrum (limb, part) — the same root that yields both the bodily-member sense and the metaphorical sense of a person as a "part" of a larger body such as a corporation or legislature. A researcher encountering "member" in a legal source should not expect any connection to the ordinary English meanings above.
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Common Confusion
Three confusions arise regularly:
First, "member" in LLC law is not equivalent to "shareholder" or "partner," even though the economic roles may be analogous. The distinctions matter for statutory interpretation, fiduciary duty analysis, and governance rights, all of which vary by entity type.
Second, "member of Congress" is technically inclusive of senators, but statutory language and popular usage often treat it as a synonym for "Representative" (member of the House). Researchers reading legislative history or statutes that use the phrase should check whether the drafters intended both chambers.
Third, the archaic bodily-member meaning appears in early mayhem cases and older treatises without explanation. Researchers reading sources that predate the twentieth century — and occasionally later sources quoting them — may encounter "loss of a member" as a phrase describing mayhem injuries, not organizational participation.
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Recognized Forms
/SUBTYPES
Single member: An LLC with only one member. Single-member LLCs have distinct tax treatment (disregarded entity by default under federal tax rules) and raise different liability and governance questions than multi-member entities.
Managing member: A member who also holds management authority in a member-managed LLC or who is designated as a manager-equivalent in governance documents.
Member of record: A person formally registered as a member in an entity's books, as distinguished from a beneficial owner who holds an economic interest without appearing in the official records.
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Why It Matters in Research
The primary research trap is contextual ambiguity. "Member" in a nineteenth-century case almost certainly refers either to a bodily limb (in a criminal or tort context) or to a participant in a partnership or unincorporated association (in a business context). The LLC sense did not exist — LLCs are a late-twentieth-century development, with the first LLC statute enacted in Wyoming in 1977 and widespread adoption occurring through the 1990s. Researchers working in LLC law must therefore be careful not to treat pre-LLC case law about organizational "members" as directly on point; the governance structures and statutory frameworks are categorically different.
For immigration researchers: the BIA uses "single-member" and "three-member" to describe panel configurations for reviewing immigration judge decisions. These are procedural designations, not membership in an entity. The terminology is an internal administrative usage that does not connect to the organizational or bodily meanings.
For legislative history researchers: statutes referencing "members" of a body — a board, commission, or legislature — should be read alongside the organic statute or constitution creating that body to determine who qualifies and how membership is established, lost, or transferred.
Historical sources treat the partnership-and-association sense as the dominant organizational meaning, because the corporation as an entity was typically discussed in terms of "stockholders" or "shareholders." The emergence of "member" as the primary term for LLC ownership is a modern statutory development that historical dictionaries do not address and cannot illuminate.
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Historical Dictionary Support
The historical sources agree on the three core meanings — organizational participant, member of a deliberative or judicial body, and bodily member — but weight them differently than modern usage would.
Black's (both editions) leads with the organizational and legislative senses before noting the bodily-member meaning. Anderson's is sparse, routing the reader to MAYHEM for the bodily sense and to CORPORATION and related entries for the organizational sense — a practical cross-referencing approach that reflects the dictionary's style but gives little substantive definition.
Bouvier provides the most useful historical treatment. It quotes the Latin maxim (from Coke on Littleton) and makes the organizational sense explicit, including the important note — with a Massachusetts citation — that statutory liability for "all members of a company" extends to persons who became members after the relevant debts were contracted, not only those who were members at the time. This is a substantive point of interpretation that more recent dictionaries omit.
What all the historical sources miss: the LLC sense, for the chronological reasons noted above. No historical dictionary can serve as primary authority for the meaning of "member" in modern LLC statutes.
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Jurisdictional Note
LLC member rights, voting thresholds, and the consequences of single-member status vary significantly by state statute. Delaware, California, and other major LLC jurisdictions have adopted revised or standalone LLC acts that differ on questions such as the transferability of membership interests, the rights of assignees versus full members, and the fiduciary duties owed among members. Federal tax treatment of single-member LLCs adds a layer that is uniform nationally but interacts differently with each state's LLC statute.
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Encyclopedia Cross-Reference
LLCs — Member Rights, Voting, and Information Access (The Law Mind Business Organizations & Corporate Law Encyclopedia)
LLCs — Member-Managed vs. Manager-Managed LLCs (The Law Mind Business Organizations & Corporate Law Encyclopedia)
BIA Appeals — Procedure, Briefing, Single-Member and Three-Member Review, and Remand (The Law Mind Immigration Law Encyclopedia)
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