United Kingdom: ME Association governance issues

[Arvo]

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

Er...why is he escalating? Afaik no-one is accusing them of fraud?

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.

Meanwhile, the statement that says in big, fat letters that "The current version of the Articles, as registered with Companies House in 2014, does not forbid such payments.", and "The correct 2014 version of the Articles has now been uploaded...Companies House carries the full version." is still up on their page while that is demonstrably not true and the trustees have been aware of that since at least the 19th.

It would be great if all it took to fix the situation was completing some forms. I'd also be really sursprised if that was all it took. We'll see how that goes, and I'm looking forward to seeing what documentation the ME Association brought in to make it happen. I'll also be interested in what the Charity Commission has to say.

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.

 

[Trish]

I have just been reading through the brief descriptions of the 6 full trustees of the MEA:
https://meassociation.org.uk/mea-team/

Of the six, four are very involved in senior roles in day to day running of the MEA,

Neil Riley, volunteer, in some sort of undefined management role (and he's the complaints department)

Charles Shepherd, volunteer, a long list of roles in running the research fund, medical advisor, producing materials, and advoocacy

Martine Ainsworth-Wells, paid contractor?, "is also the charity’s Campaigns Director and works with Team Creative and external agencies to plan and implement initiatives that aim to drive the charity forward"

David Allen - paid contractor?, volunteer?, "In 2002 he was asked to take over and run IT services for the ME Association. In 2012 he became an Associate Trustee and in January 2023 he was appointed a Full Trustee and Deputy Chairman.
He is involved on an almost daily basis and is chairman of the Audit, Investment, and Risk Committee, advising and assisting on the financial and smooth running of the charity."

And 2 full and one associate trustees who are not listed as having any role in day to day work of the MEA.

That seems very unbalanced to me. Were is the objective scrutiny of how the MEA is run?

 

[Kitty]

That seems very unbalanced to me. Were is the objective scrutiny of how the MEA is run?

Yep. Ideally, most trustees aren't officers as well.

It's normal for a chair to take a more active role than the other trustees. Often they're elected chair exactly because they have some influence or status, and their networks of contacts can help build relationships, smooth paths, inform policies, etc.

But it gets murky when several trustees are also working as officers. Maybe it's an inevitable consequence of not appointing a CEO? And if the old hands to whom everyone defers are dead set against doing so, it'll be hard for the others to challenge the decision.

[Edited slightly]

 

[Fainbrog]

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.

Feels to me like they treat it as ‘their’ organisation rather than that of the members and those they support. Hence, I don’t believe they represent me.

 

[Fainbrog]

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.

As we have established previously, all trustees are equally responsible for the correct running of the organisation, something they may need reminding of if they are blindly rowing in behind Riley.

 

[Kitty]

something they may need reminding of if they are blindly rowing in behind Riley

It's possible their involvement has been quite limited, and they may have had none if they happen to be away for Christmas. There's quite a difference between people being kept informed, and actively rowing in behind.

I suspect one or two trustees might have taken charge, probably because they're the ones running the communications. If that's correct (and it may not be), I find it problematic. As Trish says, where's the oversight?

 

[Fainbrog]

It's possible their involvement has been quite limited, and they may have had none if they happen to be away for Christmas. There's quite a difference between people being kept informed, and actively rowing in behind.

I suspect one or two trustees might have taken charge, probably because they're the ones running the communications. If that's correct (and it may not be), I find it problematic. As Trish says, where's the oversight?

And, where matters of confusion concerning the very articles that govern how the charity is run, one would hope that more than minor involvement was the case for all trustees.

If not, agree, very problematic.

 

[Dx Revision Watch]

Mailout or email maybe?

Don't know. I think they had a newsletter back then that members could sign up for, but I don't know whether they ever sent out mass mailings to all members.

The 2015 spring issue of ME Essential was sent out in March, that year, so that would likely have been the issue in which a report on the general meeting in December 2014 would have been included.

 

[Dx Revision Watch]

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.

Thanks for this update, Peter. Riley seems incapable of answering questions.

 

[Dx Revision Watch]

When the MEA holds its AGMs, they have an independent scrutineer acting as auditor for the ballot count. Postal votes need to have been received 7 days before the meeting takes place and are added to the in person ballot.

In November 2013 the AGM and EGM were held on the same day. If the MEA held the 2014 AGM on the same day as the general meeting for voting on the 2014 Articles resolution, it may be that they used the same auditor.

From the magazine report of the 2004 AGM (for which only 4 members had attended in person and the story goes that they had struggled to meet the quorum for the meeting to go ahead and had to sign up someone's carer or escort as a member there and then. I think at that point the Articles required 12 in order for a meeting to be quorate).

ME Essential magazine February 2005:

"The count of postal ballots
received by 12 November was
conducted at The MEA office in
Buckingham on 16 November
by an independent scrutineer.
Additional votes cast at the
AGM itself were scrutinised by
Mr Chris Dolton, The MEA’s
registered Auditor, who was in
attendance."

The votes for the resolution would likely be recorded in the minutes of the 2014 general meeting and possibly also name the independent auditor.

 

[Dx Revision Watch]

Neil Riley had taken over the role of Company Secretary from Charles Shepherd immediately after the November 2004 AGM.

He didn't stay in that role for more than a couple of months because by 18 January 2005, the MEA's Operations Manager, Gill Briody, had been appointed Company Secretary, a role she performed until March 2020.

For the 2013 resolutions, Neil Riley had signed the certification letter for CH as Chairman. But the 2014 resolution certification letter which had the wrong document associated with it had been signed by Gill Briody, as Company Secretary.

The copy of the 2014 certification letter filed on CH is obviously a photostat of a paper letter signed in "wet ink" and so are the 17 pages of the Articles. So it looks as though in 2014, the registration was done via Royal Mail, not by email.

The 2013 Articles registration was also done on paper. Neil had signed the cover letter and had also signed the last page of the Articles, "I certify this is a true copy of the original document."

That suggests that the MEA retained the 17 page original print copy and sent photostats to CH. Or retained the original copy electronically and sent a print out to CH.

Either way, in 2013 and 2014 it does not look as though they sent an electronic certification letter with an email attachment. So someone must have printed off the wrong document and sent it in by post. I can see it might be easy to attach the wrong file when sending by email. But someone had printed off the wrong document and still didn't notice it was the wrong document.

Confusion could have been avoided by adding the date to Articles on the first page, as they had done in 2007, or adding a code number, especially as there is very little difference between the 2013 Articles and the document Riley says are the "correct" 2014 Articles, until you get to page 11. I know dating Articles is advisory rather than a statuary requirement but it's just common sense.

And as the 2014 document was adapted from the 2013 document, why did they not update the date of the Word file to a 2014 date?

 

[Peter T]

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.

My reply to the Chair’s email provided no new information or details of the meeting that agreed the articles of association now listed as the current version. However he did direct me to a new Q&A section linked to from towards the bottom of the Policies and Documents page (https://meassociation.org.uk/about-the-mea/policies-and-documents/ ).

I have not read it all yet but it does respond to the issues raised prior to and at the most recent ‘AGM’.

[edited to correct typos]

 

[Dx Revision Watch]

For those who have requested meeting minutes which have not been provided:

Sections 355, 356, and 358 of the Companies Act 2006:

https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/6#:~:text=358Inspection of records of resolutions and meetings&text=unless they have at all,fee as may be prescribed


355 Records of resolutions and meetings etc

(1) Every company must keep records comprising—

(a) copies of all resolutions of members passed otherwise than at general meetings,​

(b) minutes of all proceedings of general meetings, and​

(c) details provided to the company in accordance with section 357 (decisions of sole member).​

(2) The records must be kept for at least ten years from the date of the resolution, meeting or decision (as appropriate).

(3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.


356 Records as evidence of resolutions etc

(1) This section applies to the records kept in accordance with section 355.

(2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the company or by the company secretary, is evidence (in Scotland, sufficient evidence) of the passing of the resolution.

(3) Where there is a record of a written resolution of a private company, the requirements of this Act with respect to the passing of the resolution are deemed to be complied with unless the contrary is proved.

(4) The minutes of proceedings of a general meeting, if purporting to be signed by the chairman of that meeting or by the chairman of the next general meeting, are evidence (in Scotland, sufficient evidence) of the proceedings at the meeting.

(5) Where there is a record of proceedings of a general meeting of a company, then, until the contrary is proved—

(a) the meeting is deemed duly held and convened,​

(b) all proceedings at the meeting are deemed to have duly taken place, and​

(c) all appointments at the meeting are deemed valid.​

358 Inspection of records of resolutions and meetings

(1) The records referred to in section 355 (records of resolutions etc) relating to the previous ten years must be kept available for inspection—

(a) at the company's registered office, or​

(b) at a place specified in regulations under section 1136.​

(2) The company must give notice to the registrar—

(a) of the place at which the records are kept available for inspection, and​

(b) of any change in that place,​

unless they have at all times been kept at the company's registered office.

(3) The records must be open to the inspection of any member of the company without charge.

(4) Any member may require a copy of any of the records on payment of such fee as may be prescribed.

(5) If default is made for 14 days in complying with subsection (2) or an inspection required under subsection (3) is refused, or a copy requested under subsection (4) is not sent, an offence is committed by every officer of the company who is in default.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(7) In a case in which an inspection required under subsection (3) is refused or a copy requested under subsection (4) is not sent, the court may by order compel an immediate inspection of the records or direct that the copies required be sent to the persons who requested them.

--------------------

Note that:

"(5) Where there is a record of proceedings of a general meeting of a company, then, until the contrary is proved—

(a) the meeting is deemed duly held and convened,​

(b) all proceedings at the meeting are deemed to have duly taken place, and​

(c) all appointments at the meeting are deemed valid."

​

I suspect that if CH does accept that an error was made when forwarding a document for filing ten years ago, it will accept in good faith rather than demand documentary proof that the Resolution adopted at a general meeting in November 2014 was adopted at a properly convened meeting or require proof that the document which is said to be the "correct" document is the document for which the Special Resolution was passed on 18 November 2014.

 

[Dx Revision Watch]

Good letter from Trish, written in a personal capacity, to the MEA's Board of Trustees:

https://www.s4me.info/threads/open-...of-the-uk-me-association-december-2024.41894/

 

[Arvo]

That seems very unbalanced to me. Were is the objective scrutiny of how the MEA is run?

Indeed. I'd say that that objective scrutiny lies with the members and the Charity Commission.

And would guess that until recently the trustees have been (un)lucky that the combination of passive membership (due to unawareness of their power, and chronic illness) and successfull stance to keep active participation at bay (low/no/misinformation, no active informing of members of their power and position nor treating them as such, not putting the motion by Nicky Proctor and Elisabeth Kaar on the AGM agenda to amend the AoA so that it is in line with the Charity Governance Code and limits trustee terms) have been succesful.

I say (un)lucky, because while this is how they may like it, it also means they can more easily get derailed, and further, without being scrutinised. Accountability also protects trustees from serious missteps.

Feels to me like they treat it as ‘their’ organisation rather than that of the members and those they support.

As an outsider that is the impression I get as well.

 

[Arvo]

The copy of the 2014 certification letter filed on CH is obviously a photostat of a paper letter signed in "wet ink" and so are the 17 pages of the Articles. So it looks as though in 2014, the registration was done via Royal Mail, not by email.

So someone must have printed off the wrong document and sent it in by post. I can see it might be easy to attach the wrong file when sending by email. But someone had printed off the wrong document and still didn't notice it was the wrong document.

I noticed the same thing as well and asked myself the same question.

Sending the new AoA off to the registrator is serious business, I have a hard time imagining that you do that before concentrated end-checking. Either the document they printed would have had the date (like 11-3-2024, as they appartently like to date their documents in its name), and then you'd still also be certain because there had been loads of interaction with that document. And then it would still be likely that you'd check the text to be sure you had the right one. And if it was undated then you'd check extra.

Also, it's nearly certain the Charity Commission has a copy as well. If that has the same text as the other AoA-Nov'14s (I'd be surprised if it's not), the they would have made the same mistake twice.

 

[Cinders66]

The ME association has membership of around 2% of the affected population vs Parkinson's and MS charities that have membership that amounts to 1/3- 1/2 of those affected, yet their attitudes, actions and representation affects us all. Acting as if they have only to serve the needs and views of a limited membership who may be of a type & be thrilled/ happy enough with them and wanting primarily some information and a helpline and a slow walk to feeedom & ignoring non members (many for a reason) is a problem.

 

[Arvo]

And you know what also would have happened twice if we followed the fits-no-documentation-so-far claim?

Uploading the "wrong" AoA to the ME Association page as its current AoA.
And the last time they did that was just two months before they suddenly say it's the wrong text after shit hit the fan.


From Nightsong's helpful post regarding the creation and modification dates of the documents put online by the ME Association, in combination with archived ME Association web pages, we could see that the current AoA-Nov'14 was uploaded by the ME Association at the turn of June/July 2018. (Mod. date 28 June 2018, not present 4 June 2018, present 2 July 2018.)

After the ME Association address the text had the file path:
wp-content/uploads/Articles-of-Association-of-Myalgic-Encephalopathy-Association.pdf
The text itself was captured three times in 2020 and 2022. It was last captured on 31 October 2022, but the link of the ME Association's Articles of Association went to this file path until at least 10 August 2024.

Then on 3 September 2024, the next capture, the link directs to a new file path. The text itself has been captured just once on this file path, on 14 August 2024.
This text was the one created on the same time and date as the earlier text that was put online in 2018, only it was not modified after. And it matches the AoA-Nov'14 registered at Companies House. It had a new file path, doubly dated this time. After the ME Association address, it was:
/wp-content/uploads/2024/08/Articles-of-Association-of-ME-Association-11.03.2014.pdf

From the combination of file path and archive appearance, we can conclude that this text was interacted with and uploaded just last August, between the 10th and the 14th.

 

[Arvo]

The statement about the payments is an absolute mess. I'm amazed that it's still up after nearly two weeks.

Apologies if it has been mentioned earlier on this thread, but even the claim "The correct 2014 version of the Articles has now been uploaded."did not match the facts when the statement was put online on 17 December 2024.

On 18 December at 5.17 PM, Lucibee tweeted a link to section D (Governance and operational policy documents in their "policies and documents" page) on the ME Association website, and said:
"Addendum: The statement also says - "The version of the Articles, which has previously appeared on our website, is not the 2014 version. The correct 2014 version of the Articles has now been uploaded." Errr... No it hasn't. (see section D)"
https://twitter.com/user/status/1869416754075865587


The policies and documents page was revamped with the purple sectioning between 4 and 12 December, but on the 12th, the AoA was still the text registered in 2014 at Companies House with the file path that was created in August this year, so I reckon it was still the same on the 17 and 18 December.

EDITED a day later to add some strike-throughs. I thought she meant that on 17 December, the day of the statement upload, the link to the AoA in Appendix D itself was still the AoA-Nov'14 text as it had been on the website since the summer of 2018 (and the filepath from August 2024). As I'm not certain anymore (maybe I misunderstood), I added the striktethroughs. If I remember, I'll ask after the holiday season. (It's a small side matter and I don't want to bother her with this at this time.)

 

[Arvo]

The Q&A section was added after the 12 December. Did it appear simultaneously with the statement or later, do you know @Dx Revision Watch ? You copied it here on 20 December, do you know if that was the date it appeared?

I skimmed it again yesterday, and noticed this doozy in the section on "General AGM questions":

As to the AGM, this is an occasion for the membership to hear about the work of their charity and question the trustees. There is no requirement for the charity to have an AGM but the trustees believe it is useful to our members.

Holy forking shirtballs batman.

Not only is an AGM a moment to conduct business and make important choices (not the place where members "hear about the work of their charity" as first mention), but it is also not some generous gesture bestowed upon members on the trustees part, the Company is obliged to hold one as per the Company Act and Article 32 of the ME Association's Articles of Association (AoA - both the 2013 and the 2014 version). They must hold an annual meeting by law.

This is again misinformation to their members and a demonstration that the trustees absolutely don't know or don't care about the ME Association's AoA.


Edited to add: see posts #1248 and #1251 below.
Apparently the law no longer requires an annual AGM from charitable companies unless it is required by their governing document (the AoA), which it is in case of the ME Association.

And note that I use the word misinformation as in "wrong information", information that makes people misinformed. Wheter it's disinformation as well I could not say, although I expect it isn't.