United Kingdom: ME Association governance issues

MrMagoo said:
What was their motion, please? Does anyone know.
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The two page document put out by Elizabeth and Nicky can be read in full here:

https://docs.google.com/document/d/1zqPp0tdq0T41N469H6JJ2s4pBlNgk-LAsUnEqOE22lI/edit?tab=t.0


As it stood at 15 November, Elizabeth and Nicky were calling for:

Extract:


"...Acknowledging and responding to the need for good governance will only serve to strengthen The ME Association’s reputation amongst its funders, membership and potential supporters. This will require the longest standing Trustees to step down first. An urgent effort to recruit new Trustees must include an ambitious search outside the existing ME Association membership and community, if we are to face the magnitude of the ME/Long Covid crisis in front of us.

Accordingly, we are asking that the following motion be included at the 2024 AGM:

The ME Association shall update its Articles of Association to fully adopt the recommendations of The Charity Governance Code, including clause 5.7.4 . Trusteeships shall be limited to 9 years for all but exceptional circumstances.

Compliance should be achieved within 18 months, enabling an orderly transfer to new individuals where necessary.

Elisabeth Klaar - Proposer
Nicky Proctor - Seconder​



Since launching their document, the proposers have said that they have been in correspondence with Neil Riley. Initially, Neil had told them their motion was going to placed on the agenda, and then a few days later they were told it would not be.

In an email response to Peter White, Neil has said that Elizabeth and Nicky have accepted why their motion cannot be considered at this year's meeting. Elizabeth and Nicky have stated on Twitter/X that they have not accepted Neil's reasoning and that they are still in talks with Neil and still working towards a discussion of their motion at the meeting on 9 December.*


*The MEA's governing document, its Articles of Association, has not been updated since 2014.

Whilst I support in principle a call for a line by line review of the governing document and updating in compliance with The Charity Governance Code, Charity Commission guidance, and Company Law, I cannot support attempting to raise the issues surrounding this motion at what will be an unconstitutional meeting.

I would have preferred to have seen efforts redirected towards getting the meeting postponed and the development of a road map for revision of the governing document tabled for discussion at a meeting rescheduled for January, February or March. (The MEA has 15 months from the December 2023 meeting in which to hold its AGM.)

If members do attend the meeting currently scheduled for 9 December in person or have registered to participate via Teams, I would like to see members unanimously declare the meeting invalid, call for its adjournment and then leave. No business should be transacted at an invalid meeting.

If there are any developments posted publicly I will update.
​
 
Trish said:
That looks like a very good motion to me. I can't see any reason why the current trustees would reject it. I wonder whether it's possible for the proposers to call an extraordinary general meeting to put it forward, or alternatively complain to the Charity Commission.
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The class of "Extraordinary General Meeting" was removed from The Companies Act 2006, effective from 1 October 2007. There are no references to EGMs per se in the 2014 Articles of Association. These are now known as "general meetings".

See: Charity Commission handbook, page 1, (b) 1 October 2007
https://assets.publishing.service.gov.uk/media/5a7eb779ed915d74e33f1f9d/The_Companies_Act_2006.pdf

The Companies Act 2006 March 2012
If you are a director of a charity established as a company registered with Companies House, you need to be aware of the Companies Act 2006 (‘the Act’).

(...)

Extraordinary general meetings.
The category of “extraordinary” general meetings has been discontinued. Meetings of the company are now simply “general meetings”. Although only 14 days’ notice is required for a general meeting, the articles can make provision for longer notice and directors may wish to do so for certain types of general meeting such as AGMs or general meetings at which special resolutions are being considered.​


https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings

Rules for charity meetings

Who can call a general meeting

You and the other trustees can call a general meeting.

Your governing document may allow your charity’s members to either ask you to call a general meeting, or to call such a meeting themselves. This is usually if your members have concerns about how the charity is run.

Your governing document will set out the process members must follow and how those general meetings are then held.

If your charity is a charitable company, 5% of your charity’s voting members can under company law ask you to call a general meeting. If your members ask you to call a general meeting, you must:

call the general meeting within 21 days of the members’ request, and

hold the general meeting within 28 days of sending the notice

If you, as trustees, do not call the meeting, your charity’s members have a legal right to call the meeting themselves.​
 
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I clearly spend too much time online, but, as part of my rolling news service, the MEA has shared a further update regarding the motion put forward regarding governance;

https://meassociation.org.uk/2024/12/the-me-association-statement/

--

The ME Association: Statement
December 3, 2024


The ME Association (MEA) has recently been contacted by two members requesting a governance review, and consideration of adopting the full Charity Governance Code.

The Charity Governance Code is an important source of advice and a useful tool for all charities. The code is not a legal or regulatory requirement.

The MEA is fully committed to reviewing its governance, following best practice and carrying out due diligence within appropriate timescales.

In undertaking a review, the MEA would seek advice from all relevant organisations and bodies in the charity sector.

We have agreed to initiate discussions around this at our upcoming AGM on Monday 9 December at 2 pm, after which further statements will be issued.

The MEA and its trustees continue to be fully committed to working with our members in reviewing governance and ensuring that the Association is delivering value now and in the future.

We thank you for your continued support.
 
They might review it and decide no action is necessary.

But if the trustees are concerned about recent events, they might see it as an opportunity to initiate change. It's a great opportunity, especially if they compare the MEA model to those of comparable charities—it could help navigate some difficult conversations and/or overturn entrenched ways of doing things. They ought to be grateful to the two women who threw them what could turn out to be a lifeline.
 
You do realise that if a (non enforceable) recommendation of "Trusteeships shall be limited to 9 years for all but exceptional circumstances" were to be incorporated into the Articles and the retirement of the longest serving director was actioned first, that would be Charles Shepherd out first?


The current clause on retirement is:

Retirement of Directors by Rotation
24. Every two years at the annual general meeting for that year one-third of the currently elected Board of directors who are subject to retirement by rotation shall retire but all are eligible for re-election. Those longest in office since election shall retire first. In the case of an equal period of service, in default of agreement between the members, those to be retired shall be selected by lot. If their number is not a multiple of three the number nearest to one-third shall retire from office​
 
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Michael Mitchell appointed 16 May 2024
David Allen appointed 20 February 2023

Martine Ainsworth-Wells appointed 9 February 2013 (served nearly 12 years)
Ewan Dale appointed 2 March 2004 (served 20 years)
Neil Riley appointed 8 June 2004 (served 20 years)
Charles Shepherd appointed 6 December 2003 (served 20 years)

Four out of the six current full trustees (ie not "associate trustees") have held their appointments as directors/trustees for over 9 years.
 
Dx Revision Watch said:
You do realise that if a (non enforceable) recommendation of "Trusteeships shall be limited to 9 years for all but exceptional circumstances" were to be incorporated into the Articles and the retirement of the longest serving director was actioned first, that would be Charles Shepherd out first?
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It doesn't mean he'd be out of the organisation, though. If Charles himself wants to continue, and trustees and staff do too (which seems likely, given his enormous contribution) a different role could be created. They could offer him a post as paid medical advisor if they wanted.

The point is, it gives the board a choice. A former trustee might be a measured, widely respected voice, or someone who can't seem to help allowing outdated and paternalistic views to seep into every public communication. They can choose how to work with them accordingly.

Losing most of their experienced trustees at once would be problematic, of course, but it's not beyond the wit of man to ensure you have good candidates ready and set up formal handover processes before you press the button.
 
Kitty said:
But if the trustees are concerned about recent events, they might see it as an opportunity to initiate change.
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If the trustees are truly concerned about recent events they already have the power within their governing document to initiate change. Yet here they are, blithely supporting the arrangements for an unlawful AGM.

They could have removed Riley from the board two weeks ago and rescheduled this AGM for early next year, giving all members at least the requisite amount of notice, then agreed to start discussions towards reviewing and updating the Articles.

I think the fact that they have not done so speaks volumes.

In 2003, Charles Shepherd (then on a contract for services as medical adviser for which he received in the region of 30K a year), went public with his concerns for the way in which the organisation was being managed, the way funds were being spent, the precarious finances, and the fact that a number of trustees had jumped ship.

This month, he and the rest of the trustees have kept schtum while an unlawful meeting goes ahead.

Where is Charles' concern, now?
Where is the rest of the board's concern?
 
Dx Revision Watch said:
They could have removed Riley from the board two weeks ago and rescheduled this AGM for early next year, giving all members at least the requisite amount of notice, then agreed to start discussions towards reviewing and updating the Articles.
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They could. But it's not an easy course, either for the individuals personally or for the organisation. You have to be sure you have a plan in place for any fallout, and that all trustees really are committed to it.

The motion proposed for the AGM offers a less incendiary way to solve the problem. If I were on that board of Trustees, faced with some of those issues, that motion might later be discovered to have come from two of my most trusted friends.



ETA: just for clarity :D – I've never been a trustee of the MEA or even met any of their trustees, and nor do I know either of the people who put forward the motion.
 
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The MEA Statement, to kick off discussions at an unconstitutional AGM meeting, instead of arranging a fully lawful meeting in early new year, does not bode well - the whole statement indicates the MEA are playing for time whist maintaining the upper hand, humoring the ME community, and the MEA could drag out 'discussions' indefinitely.
 
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Kitty said:
It doesn't mean he'd be out of the organisation, though. If Charles himself wants to continue, and trustees and staff do too (which seems likely, given his enormous contribution) a different role could be created. They could offer him a post as paid medical advisor if they wanted.
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Yes, I've mentioned this myself in previous posts, that if he were to retire from the board he could be kept on as a paid or unpaid medical adviser.

Losing most of their experienced trustees at once would be problematic, of course, but it's not beyond the wit of man to ensure you have good candidates ready and set up formal handover processes before you press the button.
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If the 9 year thing were adopted they could decide to stagger full implementation over a number of years - rather than retire four board members at the same time.
 
Dx Revision Watch said:
Yes, I've mentioned this myself in previous posts, that if he were to retire from the board he could be kept on as a paid or unpaid adviser.



If the 9 year thing were adopted they could decide to stagger full implementation over a number of years - rather than retire four board members at the same time.
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Maybe he is needed on the board for votes or something.
 
A minimum of 3 trustees is required to be present for a quorate meeting.

Quorum for directors’ meetings

14.
14.1. At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

14.2. The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than three, and unless otherwise fixed it is three.

14.3. If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:
(a) to appoint further directors, or
(b) to call a general meeting so as to enable the members to appoint further directors​
 
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