Burning Nest Membership

Governance of Burning Nest LTD

Burning Nest LTD

Burning Nest Ltd. is a private company limited by guarantee, which is a specific legal entity. Nest has had this status since 2013 but until now, we’ve been more focussed on putting on an awesome burn every year than dealing with legal issues of governance.

This year, the Nest Board is taking steps to ensure, rightly, that members of our community – who wish to take the informed step of becoming members of Burning Nest Ltd. – are able to have their voices heard in the governance of Nest.

Members of Burning Nest Ltd. will be able to hold the board to account over decisions rather than complaining on Facebook. They can stand to become a board member of Burning Nest Ltd., vote for the board; raise issues at the Annual General Meeting, and raise resolutions to be voted on at the AGM. It also imposes a legal liability on members.

Member Rights and Responsabilities

The most onerous obligation is a legal liability for any debts of ‘Burning Nest Ltd’ if it is wound up. This is limited to £1 per member, and though it’s not much, it’s a legally enforceable obligation if Burning Nest as an organisation fails with debts or liabilities (eg if a court ruled we were legally liable for someone’s injury and had to pay £5 million damages for continuing cost of medical care Nest would have little choice but to cease to operate & this obligation would come into force). The Nest Board does not think this is a likely scenario, but they have to consider unlikely but possible scenarios.

In summary, any individual member’s liability is limited to £1 per member.

Members have the right to speak, vote and propose resolutions at general meetings. In effect, members determine the future of Nest as an organisation.

Members can stand for board membership, and vote on its composition. The Nest board should represent the community. It needs a variety of diverse viewpoints to ensure new ideas and ways of working come through.

New members being elected to the board is vital for the future of Nest. There needs to be a clear succession plan allowing some board members to step down and leave the organisation in good hands.

In 2023 we’ll be holding an Annual General Meeting (AGM) at which members will be able to vote, speak and raise resolutions to be voted upon. We also hope to present to membership a new constitution to be voted upon. The writing of this is in progress and we’ll be communicating it to members for feedback, review, revision and voting sometime in 2023.

Becoming a member

If you attend Nest, you may opt in to becoming a member of Burning Nest Ltd.

When filling out your Burner Bio, tick the relevant box if you’re interested in becoming a member.

You will then receive an email with an application form to complete with your details. You will also receive more information about what membership means, the legal rights and obligations of membership and a link to the current constitution.

Burning Nest Ltd. is required to retain a database of members. Once your details have been checked and entered, you will be a member of Burning Nest Ltd. Memberships will continue until you end your membership. They do not need to be renewed each year. You can resign your membership by by writing to the board.

Changes from previous years

Despite the fact that in previous years, Burning Nest tickets have been referred to as ‘memberships,’ legally and constitutionally they were not. From 2023, tickets are tickets and membership is membership. We will not force all ticket holders to become Burning Nest Ltd. members and impose legal obligations on people who might only want to buy a ticket to an event.

Legal, voting memberships are available to those who specifically take an active step to become a member.

As Burning Nest Ltd is a legal organisation – registered with companies house – UK law constrains its governance quite tightly. This is all set out in the articles of association of Burning Nest Ltd. — colloquially, the constitution. Currently the constitution is a nightmare of legalese copied entirely from the ‘model articles for private companies limited by guarantee’ taken from the ‘The Companies (Model Articles) Regulations 2008’. This is a standard template suggested by legislation in 2008 but it doesn’t really fit Burning Nest as an organisation particularly well. So the Nest Board is rewriting the constitution into plain English that makes sense for us as burners, for our events and methods of working — while also complying with legal requirements.