What type of legal structure should Burning Nest be?

...So in my understanding, a charity and a community interest company both share the 'asset lock' which means that profits made must be put back into the organisation (following a very brief google consultation), for use towards the organisation's social interest/charitable goal. But, as Lexy as already said, it would likely be hard for us to prove we are worthy of charity status.

It would make sense to me to have some sort of protection/legal framework for a time in the future, if, by some miracle Nest did make money. We are currently a company limited by guarantee (according to Companies House), which (I think) means we don't currently have said protection.

I'd be curious to hear from the board about the pros and cons of the current legal framework in their view. Are we likely to experience repercussions with regard to licensing, insurance, banking etc. based on the outcome of this decision?

The only reason to be charitable is if we want to apply for grants. I'm not sure who would fund our activities and tbh I think being self funded is a good thing. A CIC, Co-op or Community Benefit Society have to serve a social purpose which doesn't have to be charitable but the asset lock ensures that any surplus profit goes toward this purpose. They are all membership organisatons with the one member, one vote principle. We need to think about where Burning Nest is heading too as chaging the structure later down the line can be complicated. Unless there are circumstances where we need to raise share capital from our members, a CIC would seem the most appropriate structure to me. It's also relaively easy to convert from a CLG to a CIC

from my experience with grants, very very few require the recipient to be a charity, the vast majority are actually more open on the legal side, you just have to state your structure in the application.

Is this ‘one member, one vote’ with regard to electing a board?

In a membership organisation the members are ultimately responsible for it. They vote on who sits on the Board, they can change the constitution and determine policy. They generally only get involved (as a membership) in making these kind of institutional decisions at the AGM (or can call an EGM - Emergency General Meeting if necesary). Any member may put a resolution forward at an AGM and the rest of the membership vote on it. Smaller membership organisations can sometimes operate without a Board where all decisions are carried out by members but I think given the size of our membership we would want to elect a Board of representatives who are accountable to the membership and are given a scope of decision making powers on our behalf. They are also legally responsible for the event on our behalf.

from what i know about company structures (quite a bit i have two of my own) CIC fits the best for Nest...
however, not sure if this is conflating, but doesn't this discussion need to be about the rest of the structure of the organisation, not the incorporation with Companies House...?

That's another thread and a broader discussion. I wanted to focus this one on company structure as it's quite specific. I'm favouring a CIC too so I'd be curious to understand your reasons?

Paul

07775705374

The ‘Nest Governance’ subgroup (which this thread is nested within) can capture any discussion in relation to org structure/governance/decision making processes. There isn’t currently a thread open to talk about org structure as no one has started one just yet... there are currently 2 threads (this one and a general one which I started about gathering information that might be helpful to support people’s understanding of how Nest currently operates.)

Hope that clarifies :)

I’d welcome any feedback on how people would like the subgroup to be framed. Just wanted to get the ball rolling and help morph things in a constructive way x

i would suggest that a membership organisation fits the best for nest. where each member owns equal share of the company and can vote on it's course. you still need directors to sign stuff, which sucks, as you can't make every member a director easily so you have a two tier system which against our principles but the hand we have been dealt. I would suggest the directors are bound to do the bear minimum with that power by decree, giving all power to the members

I like the idea of having a very minimalist board too. I think there is going to be more talk around the boards role pretty soon (watch this space)

Does anyone know what the legalities are around membership/ownership? How do we decide who is a member/owner and who isnt?

Tom, do you know if what you’re proposing is the same as the CIC or something different?

Who can be a member and the terms by which they agree to become one are written into the consitition. It would need to be very open I suggest, maybe an age limit. I don't know of any member festival organisations, but that would be the place to start and then tweak it to our own circumstances.

Does anyone in the community know of any other membership organisations that run a festival?

Yes. The hackspace comunity is predominantly member owned and do a large festival called emf

Re: membership (and keeping it in the Burner family), Decom has just gone through this.
I suggest talking to Hilda Breakspear / Simon Baker
I notice that EMF are also 'a company limited by guarantee' with no staff, although their accounts (2016) don't appear to reflect the sponsorships they attract for their festival.