Definition
MEMBERS carries two distinct legal meanings that rarely intersect in practice.
1. In English customs and trade law (historical): Designated ports or places where a custom-house has been maintained for a substantial period, staffed by officers or deputies, constituting lawful points of exportation or importation. This meaning is a relic of English commercial law and has no meaningful application in modern American legal practice.
2. In modern organizational law: Individuals or entities who hold an ownership or participatory interest in an organization — most commonly a limited liability company (LLC), a nonprofit corporation, a cooperative, a union, a club, or a legislative body. The specific rights and obligations attached to membership vary significantly by organizational form and governing documents.
In LLC law specifically, members are the owners of the company. They may hold voting rights, economic interests (including distributional rights and liquidation preferences), inspection rights, and rights to participate in management — all subject to the operating agreement and applicable state statute. A single-member LLC has one member; a multi-member LLC has two or more.
In legislative and governmental contexts, members are the elected or appointed individuals who constitute a deliberative body — members of Congress, members of a city council, members of an administrative board or panel.
Common Language
Modern common usage (Wiktionary): Plural of member — persons belonging to a group, organization, or body.
Historical common usage (Webster's 1913): Persons belonging to a society, community, or body; component parts of a whole.
The gap between common and legal meaning is real but narrow in most contexts. The significant divergence appears in LLC law, where "member" is a term of art denoting ownership, not mere affiliation. A person can be a member of a gym or a club in a purely social sense; an LLC member holds a legally defined property interest with enforceable rights against the entity and, in some circumstances, against co-members. The customs-law meaning — ports and trade stations — bears no resemblance to ordinary usage and is entirely opaque without the historical context.
Common Confusion
The primary confusion in modern research involves conflating members with shareholders or partners. LLC members are economically analogous to both but are governed by neither corporate stock law nor partnership law in the traditional sense — they are governed by the LLC's operating agreement and the relevant state LLC statute. Rights that attach automatically to corporate shareholders (such as certain inspection rights or appraisal rights) may or may not attach to LLC members depending on jurisdiction and agreement.
A secondary confusion: in multi-member administrative panels, "member" denotes a decision-maker with defined authority (as in a Board of Immigration Appeals member participating in single-member or three-member review), not simply a participant. The procedural consequences of how many members review a matter can be legally significant.
Why It Matters in Research
Researchers encountering "members" in historical legal sources must first determine which meaning is in play. Pre-twentieth-century commercial law materials using "members" in the context of ports and customs are referring to the English trade law concept — an obsolete usage that has no American statutory analog. Do not import this meaning into any modern research context.
For modern organizational law research, the critical variable is the governing document. LLC member rights are heavily contract-driven. A bare statutory default may give members certain inspection or voting rights, but an operating agreement can expand, restrict, or eliminate many of those defaults. Researching member rights without reviewing both the applicable state LLC act and the operating agreement produces an incomplete picture.
Jurisdictional variation is significant in LLC law: states differ on whether members owe fiduciary duties to one another, whether economic and governance interests can be separated, and what default rules apply when the operating agreement is silent. Delaware, California, and New York each take notably different approaches.
In immigration law research, the distinction between single-member and three-member BIA review is procedurally important. Single-member decisions carry different precedential weight and review standards than three-member panel decisions. Researchers working with BIA opinions should identify the composition of the reviewing panel before drawing conclusions about the decision's authority.
Historical Dictionary Support
All three historical dictionaries — Black's (1st Ed.), Black's (2nd Ed.), and Bouvier's — give identical or near-identical definitions, each referencing Chitty's Commercial Law as authority. The uniformity is notable: all three treat "members" exclusively as English customs-law terminology for designated port locations. None addresses the organizational or legislative meanings that now dominate American legal usage.
This is a case where the historical dictionaries are genuinely incomplete as guides to modern practice. The customs-law meaning they document was already a specialized usage in its own time; it is essentially dead letter in American law. Researchers should treat these entries as historical artifacts, useful for interpreting nineteenth-century English commercial documents but misleading if applied to any contemporary context.
Jurisdictional Note
LLC member rights vary substantially by state. Delaware's LLC Act affords broad contractual freedom, permitting operating agreements to eliminate fiduciary duties almost entirely. California imposes greater statutory protections for minority members. Researchers cannot assume that member rights identified in one state's cases or statutes transfer to another jurisdiction without independent verification.
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)