United Kingdom: ME Association governance issues

[Nightsong]

(I'm only hazy as to where that document can be found.)

Apologies for not following the whole saga; just dropping in to help with this. The version with the 2014 creation time and 2018 modification time is this one:

https://web.archive.org/web/2020092...ion-of-Myalgic-Encephalopathy-Association.pdf

I've just compared it to the "Articles-of-Association-of-ME-Association-11.03.2014.pdf" version using the Compare tool in Adobe Creative Suite and there are no differences between those two versions.

To see PDF creation/modification dates in popular PDF reading software:

MacOS X, Preview.app: Tools -> Show Inspector (left-most tab)
Windows, Adobe Reader: Menu button -> Document Properties
Chrome PDF reader: Options menu (three dots) -> Document Properties
Adobe Creative Suite: File -> Document Properties

 

[Arvo]

To clarify, which document allows for payments to trustees, and which does not??

In Dx Revision Watch's post :

• Left, the AoA registered at Companies House in 2013 - allows payment to trustees for services
• Middle, the AoA registered at Companies House in 2014 -does NOT allow payment to trustees for services, unless section (c) exceptional case with CC permission
• Right, the mystery doc dated 5 Dec 2013, which was put online by the trustees with the claim that this was the AoA registered at Companies House in 2014 - allows payment to trustees for services

See the red titles in the upper right corners.


Also: Article 4 is connected to 28, link

 

[Arvo]

Apologies for not following the whole saga; just dropping in to help with this. The version with the 2014 creation time and 2018 modification time is this one:

https://web.archive.org/web/2020092...ion-of-Myalgic-Encephalopathy-Association.pdf

I've just compared it to the "Articles-of-Association-of-ME-Association-11.03.2014.pdf" version using the Compare tool in Adobe Creative Suite and there are no differences between those two versions.

To see PDF creation/modification dates in popular PDF reading software:

MacOS X, Preview.app: Tools -> Show Inspector (left-most tab)
Windows, Adobe Reader: Menu button -> Document Properties
Chrome PDF reader: Options menu (three dots) -> Document Properties
Adobe Creative Suite: File -> Document Properties

Merci!

(I had that one in front of my nose this morning, missed the file name and latere wondered about this doc, ha!)

 

[Arvo]

Anyhoo, the earliest I could find the 2014 Articles on Wayback is from around March 2019 and they remained on the site until Riley whipped them off in December and replaced them with another document.

I thought they appeared online in June/July 2018? For Jan-June 2018 (and earlier?) I thought there was no AoA at all posted in the policy section of the ME Association website, but I'd have to check again, I might have been mistaken.

 

[Dx Revision Watch]

yes, very helpful! To clarify, which document allows for payments to trustees, and which does not??

Here are the three versions side by side: 2013 Articles on Companies House; 2014 Articles on Companies House (which Riley says is the wrong document); and the document that Riley has replaced the file of the 2014 Articles with on their own website:

 

[Arvo]

What Mr Riley means by "The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version." is beyond me.

And what does he mean by "the full version"? There is no condensed version. Or does he mean that CC accepted a copy of the filed 2014 Articles and updated their list of dates for which articles have been filed but do not have the full document available for downloading but Companies House does.

I thought he was implying that the CH's "full version" was because it included 2013's section (a) or something.
The statement also says, still up and in big, bolded letters, that "The current version of the Articles, as registered with Companies House in 2014, does not forbid such payments." So it's not exactly compiled carefully....

 

[Dx Revision Watch]

I thought they appeared online in June/July 2018? For Jan-June 2018 (and earlier?) I thought there was no AoA at all posted in the policy section of the ME Association website, but I'd have to check again, I might have been mistaken.

The last time I looked, I could not find a copy captured on the Policies and Documents page before March 2019, but I'll check again for 2018. If it was posted somewhere else on the site, I was only looking at the P & D pages.

I find that PDFs on Wayback won't always load.

 

[Dx Revision Watch]

I thought he was implying that the CH's "full version" was because it included 2013's section (a) or something.

I don't know what he was implying.

The statement also says, still up and in big, bolded letters, that "The current version of the Articles, as registered with Companies House in 2014, does not forbid such payments." So it's not exactly compiled carefully....

 

[Robert 1973]

But did they do that with permission of the Charity Commission?

Good question. My understanding is that such a change would have required authorisation from the CC.

From: https://www.gov.uk/government/publi...com#changing-your-charitys-governing-document:

Changes that the Charity Commission must authorise

You must ask for Commission authority if your amendment will:

• change your charity’s purposes
• allow trustees, members, and people or organisations connected to them to benefit from your charity
• change what happens to your charity’s money or property if you decide voluntarily to close it

These changes are called ‘regulated alterations’, and more information about each of them is included below.

You should ask for Commission authority before you agree regulated alterations with your charity’s members.

You must have Commission authority before these changes can take effect.

As I said above, the CC has been contacted to request all the relevant information, so hopefully answers will be forthcoming.

 

[bobbler]

This also demonstrates (unless I'm mistaken - my brain is a tad wonky, but I think I'm right) that Art 28 section (a) from the AoA-Nov 13 (in use Nov 2013-Nov 2014) was an addition, not a continuation of existing situation.

Between 2007 and 2013 there was no situation where companies owned by trustees could be hired for regular, non-exceptional services.

Although I read through the model ones and those are in there - so I guess associations/companies that don’t can amend/remove

 

[bobbler]

Hear hear.

And one that listens to the wider community a bit better. Their charitable objects are about providing services to people with ME, not only to their own membership.

Which becomes a vicious circle of course (only serving membership —> membership only those who match their values etc)

 

[Dx Revision Watch]

I thought they appeared online in June/July 2018? For Jan-June 2018 (and earlier?) I thought there was no AoA at all posted in the policy section of the ME Association website, but I'd have to check again, I might have been mistaken.

I've just checked again and July 2 2018 looks to be the earliest on the P & D page.

 

[Dx Revision Watch]

One has to ask why they left the 2013 Articles up for so long and when they eventually took down the 2013 Articles, why they did not upload a copy of the 2014 Articles seemingly, until July 2018?

Between 2015 and 2016 I see only one capture for the P & D page.

 

[Amw66]

Well, the copy of the 2014 Articles on the MEA's site up until very recently and the document which was filed with Companies House in December 2014 are the same and Companies House has confirmed to me today that:

"the last articles we have received on file was dated for the 18/11/2014 delivered to us on the 28/11/2014 and accepted on the 04/12/2014. No other articles have been sent into us since then."​

What Mr Riley means by "The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version." is beyond me.

And what does he mean by "the full version"? There is no condensed version. Or does he mean that CC accepted a copy of the filed 2014 Articles and updated their list of dates for which articles have been filed but do not have the full document available for downloading but Companies House does.

Jeez! The man was a lawyer; he should be able to write with clarity.

Depends which type of lawyer he was .

 

[Arvo]

I've just checked again and July 2 2018 looks to be the earliest on the P & D page.

And none on 4 June 2018. This matches with the modification date for the PDF, 28 June 2018.

(Thanks for checking!)

 

[Arvo]

One has to ask why they left the 2013 Articles up for so long and when they eventually took down the 2013 Articles, why they did not upload a copy of the 2014 Articles seemingly, until July 2018?

It's conceivable that this probably had to do with a combination of busy activities at the "front" of the organization and less priority and even some carelessness regarding governing/procedural matters in the "back".

When looking at this matter, we've seen a pattern of not-quite-right stuff happening, e.g. not dating the AoA's of 2013 and 2014, the strangeness of the report on the AoA 2013 vote (possibly only on two articles), no big attention on the web page for member meetings with information, not updating the AoA on the web page after the vote.
(And I've seen a lot of "sending" (look what we're doing!) but not really the message to members that they have a big say in the charity, with corresponding information.)

I'd guess that they took the AoA-Nov'13 down when they discovered it was still up instead of the current ones, and delayed putting the AoA-Nov'14 on the web page because someone (a trustee?) had/wanted to take a final look at the formatting, or check the content for small errors, before it was put up. Which went on the pile of stuff to be done and it took a long while before they got round to it, because they were incredibly busy with the many activities of the ME Association itself.

It's how these things can go. (But what really happened there is still a guess.)

The governing document should be the active alpha and omega of your organization, but if the last meeting and this situation are anything to go by, then I think it shows me that trustees do not treat the membership as an important partner and authority in the ME Association that should be well-informed.

 

[Dx Revision Watch]

Extracts from Neil Riley's 17 December statement:

https://meassociation.org.uk/2024/12/mea-statement-regarding-articles-of-association/

"A review of the original Articles was carried out in 2013."​

By "original Articles" I assume he means a review of the 2007 Articles, as the 2013 Articles weren't accepted by Companies House until 27 November 2013.

"A number of amendments were made at the time to reflect the changes in the Charity Commissions Model Articles and comply with Sections 185 and 186 of the Charities Act 2011."​

I assume he is referring to amendments for the 2013 Articles for which resolutions were passed relating to changes in Company and Charity law and also for the adoption of Companies House new model form, for which the Board had proposed to adopt the major part.

"The version of the Articles, which has previously appeared on our website, is not the 2014 version."​

Now he appears to have jumped to the 2014 Articles for which a resolution was also passed relating to the new form of Articles of Association.

I assume he is saying that the document which had sat on the MEA's Policies and Documents page from mid 2018 to at least 4 December 2024, which was the same document that had been filed with Companies House in November 2014, was not the document for which a resolution had been passed at a general meeting on 18 November 2014.

"The correct 2014 version of the Articles has now been uploaded. Human error can never be eliminated but we have put in operation a process to ensure this does not happen again."
​

I assume he is saying that he has replaced the copy of the document that had apparently been filed in error with Companies House in November 2014 with a copy of the document adopted by special resolution at the general meeting in November 2014.

"The Charity Commission accepts the current 2014 version of the Articles."​

The current 2014 version of the Articles is the version filed by Companies House on 04 December 2014. But which document was forwarded to the Charity Commission back in 2014 remains to be clarified.

"Companies House carries the full version."
​

Companies House (as confirmed to me by email yesterday) has received no other Articles since the November 2014 Articles were filed by them on 4 December 2014. As far as Companies House is concerned, the 2014 Articles are the current Articles.


From Mr Riley via email to Lucibee:

"Yes, we are now aware of the discrepancy. It appears that a copy of the pre-2013 Articles was sent in by error to Companies House. I am writing to them to get the error corrected."
​

But he does not clarify what he means by the "pre-2013 Articles".

He can't mean the 2007 Articles as they are not the same as the document forwarded to and filed by Companies House back in 2014. Possibly he means that an early draft of the 2013 Articles had been sent in error instead of the document that had been passed by resolution on 18 November 2014. Clarity would have been welcomed.

Did the rest of the Board review and sign off on his statement?

Did none of his fellow trustees consider that readers would struggle to understand why Mr Riley has taken down the current, registered Articles as filed with Companies House and replaced them with a document dated "05.12.2013", for which the history is uncertain; for which the MEA has not apparently previously published a copy; and for which there is no publicly available report of the general meeting at which this document was apparently adopted?

I would hesitate to delegate the writing of a shopping list to this gentleman. But all six trustees/directors have a responsibility to ensure that statements issued in the name of the Board are comprehensible.

 

[Dx Revision Watch]

It may be that Tony Britton still has the PDFs of the artwork that went to the printers for the issues of ME Essential in which the general meeting notice and resolution voting slips were sent out and the issue in which the summary of the November 2014 general meeting was published.

In order for the membership to review the resolution in the context of the content of the draft articles they would need to have been sent a copy or a copy would have to have been published on the website. I would not have expected a copy to have been printed in the magazine.

But as we have seen, there does not seem to be any copy of a draft 2014 Articles on Wayback for the months leading up to the general meeting. Members would have needed to have had sight of this document so how was this achieved?

 

[Kitty]

Members would have needed to have had sight of this document so how was this achieved?

Mailout or email maybe?

 

[Peter T]

I have purely personally emailed the MEA asking them to confirm that the pdf downloadable from their statement (https://meassociation.org.uk/2024/12/mea-statement-regarding-articles-of-association/) dated 2014 in the link is the most upto date, to confirm the actual date it was adopted as the pdf itself is undated and to provide a link to the minutes of the meeting at which it was adopted.

I also expressed concern that the Association was making implicit legal threats at a point in time when their chairman has reported confusion over the validity of the articles that were up to recently on their website and the version they have lodged with the Charity Commission.

Obviously this has no bearing on any actions by any other persons or by S4ME. I just personally felt I needed to see a response from the Association before deciding what I might want to see happen next.

I have had a reply today from Neil Riley.

I am not sure it proved any further concrete information. He repeated that the correct minutes are the ones now linked to from his statement recently put on the MEA site, but provided no details of the 2014 meeting that adopted them. He did say that they had been in touch with Companies House and that they are now completing the necessary forms to have the articles changed in Companies House records. He did not mention the Charity Commission.

He did double down on the importance of a robust response to any accusations of fraud.

I have replied asking how I can see the minutes of the 2014 meeting that adopted these articles and repeating my concern about threats of legal action at a time when there was ambiguity arising from the MEA’s actions.