United Kingdom: ME Association governance issues

This is beyond frustrating. They've got 6 trustees. Cannot one of them look at Articles 2013 and Articles 2014, as filed with Companies House, and compare them both with the document file dated 05.12.2013 which Riley is insisting is the document passed on 18/11/14 and confirm what we see?
 
I can't type much now, too poorly.

But well done Peter for continuing. And those last two sections of the email to Peter White seem odd, and possibly veiled language to me.

Did the CC give express, specific written approval for the payment of services clause? And when?
Also: full copies of the docs that were sent to members before the Nov '14 meeting, but not the minutes? What if the members decided they wanted Article 28 to ditch section (a) even if it was in a draft? (Although, not in the 11 MArch 2014 document.)

Very interesting there is some CC approval though, should be easy to verify with CC.
 
Nightsong said:
Incredibly supercilious and condescending. There is absolutely no way this guy should be leading any large charity, let alone one dealing with very ill & often vulnerable people. Perhaps there is a whelk stall in need of new leadership...
Click to expand...
Nah, he wouldn’t hack it! Tubby Isaac’s would have him for dinner, and if you sell things you need to be polite otherwise people don’t come back! I think he might need to look at specialist services - those Japanese cafes where the staff insult you?
 
Fainbrog said:
So, have they destroyed them or are they just not sharing them? His email to @Peter Trewhitt seems to suggest 'not being kept' for inspection, ie. destroyed?
Click to expand...

I suspect not sharing them. He is trying to get around Peter's request by saying that he (P) has no right to inspect a set of documents, the reason being that the MEA is not legally obliged to keep them.

I'd be astonished if they haven't kept them.

And the Companies Act doesn't appear to say that members automatically lose their right of access after ten years has passed. It says the documents must be available for ten years.
 
Jonathan Edwards said:
Whether or not the documents are available or legally viewable there is still no explanation for the convening of a meeting to make, apparently, no substantive changes to AoA.
Click to expand...


The only reason I can think of for putting another Resolution out in November 2014 was for a vote to adopt the "new form of Articles" (as per the wording of the 2014 Special Resolution certification letter, which makes no reference to changes to any specific articles).

But

a) Adoption of the new model form had already been included in the 2013 Resolutions; and

b) Neil now says in his response to Peter White that the Resolution sent to the members in 2014 set out the proposed changes to the "payments for services clause" - by which I assume he means Article 28.

But since there are no changes between the 2013 Articles and the version that is supposed to have been voted on by the members in 2014 this doesn't add up.​

If I've got time, this evening, I might send the side by side image to Riley and Charles Shepherd and ask them to explain why, if the members were being asked to vote on changes to Article 28, there are no changes to Article 28 (other than the change of "2000 Charity Act" to "Trustee Act 2000") in the document he has put up online.
 
Kitty said:
I suspect not sharing them. He is trying to get around Peter's request by saying that he (P) has no right to inspect a set of documents, the reason being that the MEA is not legally obliged to keep them.

I'd be astonished if they haven't kept them.

And the Companies Act doesn't appear to say that members automatically lose their right of access after ten years has passed. It says the documents must be available for ten years.
Click to expand...

Neil did say in an email to Peter White (see https://www.s4me.info/threads/united-kingdom-me-association-news.19070/page-70#post-576741 above) on the 20th of December that they MEA has all the relevant paperwork so he is using sophistry to try to deny me access to these documents.

Through out our recent communication he has several times used partial truths to mislead or misdirect.
 
Peter Trewhitt said:
Neil did say in an email to Peter White (see https://www.s4me.info/threads/united-kingdom-me-association-news.19070/page-70#post-576741 above) on the 20th of December that they MEA has all the relevant paperwork so he is using sophistry to try to deny me access to these documents.

Through out our recent communication he has several times used partial truths to mislead or misdirect.
Click to expand...
Yes his linguistic acrobatics are very agile, he must be up and out of bed early each day, limbering up the dictionary!
The “not entitled” excuse was a good effort, but ultimately still wrong.
 
OK, first thing in the morning, Neil and Charles are being sent the image of the Resolution certification letter for the 2014 Articles; the image comparing Article 28 across the 2013 Articles, the 2014 Articles, and the document uploaded to the MEA’s website on 17 December, plus an edited version of the file that highlights the textual differences between the 2013 Articles and the document uploaded to the MEA’s website on 17 December; and the 2014 Articles and the document uploaded to the MEA’s website on 17 December.

Perhaps then they will accept that there are no substantive differences between the 2013 Articles and what Neil is claiming to be the "correct" 2014 Articles, for which the membership was supposed to have voted on changes to the payments clause but for which there are no changes.
 
Dx Revision Watch said:
OK, first thing in the morning, Neil and Charles are being sent the image of the Resolution certification letter for the 2014 Articles; the image comparing Article 28 across the 2013 Articles, the 2014 Articles, and the document uploaded to the MEA’s website on 17 December, plus an edited version of the file that highlights the textual differences between the 2013 Articles and the document uploaded to the MEA’s website on 17 December; and the 2014 Articles and the document uploaded to the MEA’s website on 17 December.

Perhaps then they will accept that there are no substantive differences between the 2013 Articles and what Neil is claiming to be the "correct" 2014 Articles, for which the membership was supposed to have voted on changes to the payments clause but for which there are no changes.
Click to expand...
I’d just send it to the Charities Commission. And those twitter people Nic? Peter?
 
Peter Trewhitt said:
I just replied to Neil saying I wished to address these issues with someone else and sent the following to the MEA general admin email address, copied to Charles Shepherd:



Are we now in a situation where give someone enough rope and … … …
Click to expand...

I have just received an email from the MEA to say my last two emails have been passed on to the trustees.
 
As sent to Neil Riley; Dr Charles Shepherd; and Russell Fleming, this morning:


03 January 2025, by email:

Dear Neil and Charles,

I do hope you are both keeping as well as can be.

I will keep this as brief and to the point as I can. I do not wish to discuss the AGM nor the payment of contracts to trustees.

My sole reason for contacting you this morning is to ask that you look closely and urgently at three attachments. I have copied in Russell as I think a fresh pair of eyes will immediately grasp the problem.

The first attachment is a copy of the 18 November 2014 Special Resolution certification letter signed by Gill Briody which prefaces the 2014 Articles, as filed with Companies House.

The text of the Resolution adopted in November 2014 does not refer to any specific changes from the previous (2013) Articles. It refers only to "the new form of Articles". (Whether this meant adoption of the "new model form" is unclear; and adoption of the new model form had, in any case, been included in the 2013 Special Resolutions text.)

I understand that you have told an enquirer that the Resolution sent out to members in 2014 set out the proposed changes to the "payments for services clause", by which I assume you mean changes to article 28. Allowed payments.

There are no captures on the Wayback Machine archive site for any draft of the 2014 Articles having been posted on the MEA's site for review by the members prior to the General Meeting, so I am unable to establish what these proposed specific changes were. But I will assume, in good faith, that changes were proposed to payments for services that are not mentioned within the Resolution certification letter, itself.


Please now look at attachment Image 2:

This image compares the text of article 28 in the 2013 Articles as filed with Companies House (on the left) with the text of article 28 in the 2014 Articles as filed with Companies House (in the middle) and with the text of article 28, as it appears in the PDF file dated 05-12-2013 that was uploaded to the MEA's website on 17 December (on the right).

The third attachment (the PDF) sets out the textual differences between these three documents.

Looking at Image 2, you will note that whilst there is a difference between the text of article 28 in the 2013 Articles and the text of article 28 in the 2014 Articles, as they were sent to Companies House ten years ago, there is no substantive difference between the Articles filed in 2013 and the document you say is the "correct" version of the 2014 Articles (dated 05-12-2013).

Across both documents, the only change is the change of the words "2000 Charity Act" to "Trustee Act 2000" in the document you say is the "true" 2014 Articles; otherwise, the 2013 Articles are identical to the document that has replaced the now removed 2014 Articles on your website.

This has been corroborated by a retired clinician and academic who has also carried out a line by line comparison between the two documents.

If, as you have said, the Special Resolution sent to members in November 2014 had set out proposed changes to the "payments for services clause", why are those changes not reflected in the document you are saying is the document put out for membership vote on 18 November 2014?

Russell will see the illogicality of this. So what were the members asked to vote on?

Are you 100% certain that the PDF document dated 05-12-2013 that has been uploaded to the website does include the changes voted on and adopted on 18 November 2014 because if that is the case, the only change from 2013 to 2014 was the edit to "Trustee Act 2000" - a minor amendment which could probably have been implemented without necessitating a Special Resolution.

It concerns me a great deal that having apparently sent the wrong version of the Articles to Companies House back in 2014, that the document you are about to submit to Companies House as its replacement is not the document the membership voted to adopt in November 2014.

Can you please review its content and compare it with the full Resolution changes that the membership were asked to vote on.

If any of you would like to speak further about this I would be happy to hear from you on [Redacted].

Finally, in the absence of a full copy of the 2014 Resolutions and absence of a summary of the 2014 AGM and General Meeting (though there is one for 2013 on your website) I have to say that telling members that you are not obliged to provide them with a copy of the minutes because the meeting was held ten years and 24 days ago, when the Act 2006 says that minutes should be retained for "at least" ten years is petty and is fuelling suspicion in some quarters that the board has something to hide.

Given that the minutes of the EGM/General Meeting held on 18 November 2014 may not have been ratified until some time later, it is moot whether the "at least ten years" retention guidance for general meeting minutes is even relevant at this point.

If there has been a series of unfortunate human errors then your members and your wider constituency that makes use of the information on your site justifiably expected a full explanation would be forthcoming. The reluctance to provide a meaningful explanation supported by historical documentation has resulted in a loss of confidence in the board and even more confusion over this 05-12-2013 dated document. This really needs urgent addressing.

And yes, this is longer than I would have liked but I did not have time to write a shorter email.

Sincerely,

Suzy
 

Attachments

Last edited:
Just a note about writing or sending documents to Companies House. Initial enquiries are dealt with by "Companies House Contact Centre" by staff or possibly by AI or both, using only first names.

The response to my initial questions suggested that my email had not been read by a human and asked for information I had already given. The second response included a typo in a crucial registration date. I had to write again to ask for confirmation that this was a typo. This was responded to by another member of the team but all three dates required were confirmed, plus the information that no new Articles had been filed with CH since the 2014 Articles.

Having finally got these dates confirmed, I submitted some additional questions plus a brief background for context. This was responded to by the last person I had been dealing with, who told me that my enquiry has been forwarded to the relevant department for a response and that I should receive a further response from them within the next 10 working days.

For other than simple factual enquiries, anticipate getting past the Contact Centre first before letters are forwarded to a relevant department.
 
Dx Revision Watch said:
As sent to Neil Riley; Dr Charles Shepherd; and Russell Fleming, this morning:


03 January 2025, by email:

Dear Neil and Charles,

I do hope you are both keeping as well as can be.

I will keep this as brief and to the point as I can. I do not wish to discuss the AGM nor the payment of contracts to trustees.

My sole reason for contacting you this morning is to ask that you look closely and urgently at three attachments. I have copied in Russell as I think a fresh pair of eyes will immediately grasp the problem.

The first attachment is a copy of the 18 November 2014 Special Resolution certification letter signed by Gill Briody which prefaces the 2014 Articles, as filed with Companies House.

The text of the Resolution adopted in November 2014 does not refer to any specific changes from the previous (2013) Articles. It refers only to "the new form of Articles". (Whether this meant adoption of the "new model form" is unclear; and adoption of the new model form had, in any case, been included in the 2013 Special Resolutions text.)

I understand that you have told an enquirer that the Resolution sent out to members in 2014 set out the proposed changes to the "payments for services clause", by which I assume you mean changes to article 28. Allowed payments.

There are no captures on the Wayback Machine archive site for any draft of the 2014 Articles having been posted on the MEA's site for review by the members prior to the General Meeting, so I am unable to establish what these proposed specific changes were. But I will assume, in good faith, that changes were proposed to payments for services that are not mentioned within the Resolution certification letter, itself.


Please now look at attachment Image 2:

This image compares the text of article 28 in the 2013 Articles as filed with Companies House (on the left) with the text of article 28 in the 2014 Articles as filed with Companies House (in the middle) and with the text of article 28, as it appears in the PDF file dated 05-12-2013 that was uploaded to the MEA's website on 17 December (on the right).

The third attachment (the PDF) sets out the textual differences between these three documents.

Looking at Image 2, you will note that whilst there is a difference between the text of article 28 in the 2013 Articles and the text of article 28 in the 2014 Articles, as they were sent to Companies House ten years ago, there is no substantive difference between the Articles filed in 2013 and the document you say is the "correct" version of the 2014 Articles (dated 05-12-2013).

Across both documents, the only change is the change of the words "2000 Charity Act" to "Trustee Act 2000" in the document you say is the "true" 2014 Articles; otherwise, the 2013 Articles are identical to the document that has replaced the now removed 2014 Articles on your website.

This has been corroborated by a retired clinician and academic who has also carried out a line by line comparison between the two documents.

If, as you have said, the Special Resolution sent to members in November 2014 had set out proposed changes to the "payments for services clause", why are those changes not reflected in the document you are saying is the document put out for membership vote on 18 November 2014?

Russell will see the illogicality of this. So what were the members asked to vote on?

Are you 100% certain that the PDF document dated 05-12-2013 that has been uploaded to the website does include the changes voted on and adopted on 18 November 2014 because if that is the case, the only change from 2013 to 2014 was the edit to "Trustee Act 2000" - a minor amendment which could probably have been implemented without necessitating a Special Resolution.

It concerns me a great deal that having apparently sent the wrong version of the Articles to Companies House back in 2014, that the document you are about to submit to Companies House as its replacement is not the document the membership voted to adopt in November 2014.

Can you please review its content and compare it with the full Resolution changes that the membership were asked to vote on.

If any of you would like to speak further about this I would be happy to hear from you on [Redacted].

Finally, in the absence of a full copy of the 2014 Resolutions and absence of a summary of the 2014 AGM and General Meeting (though there is one for 2013 on your website) I have to say that telling members that you are not obliged to provide them with a copy of the minutes because the meeting was held ten years and 24 days ago, when the Act 2006 says that minutes should be retained for "at least" ten years is petty and is fuelling suspicion in some quarters that the board has something to hide.

Given that the minutes of the EGM/General Meeting held on 18 November 2014 may not have been ratified until some time later, it is moot whether the "at least ten years" retention guidance for general meeting minutes is even relevant at this point.

If there has been a series of unfortunate human errors then your members and your wider constituency that makes use of the information on your site justifiably expected a full explanation would be forthcoming. The reluctance to provide a meaningful explanation supported by historical documentation has resulted in a loss of confidence in the board and even more confusion over this 05-12-2013 dated document. This really needs urgent addressing.

And yes, this is longer than I would have liked but I did not have time to write a shorter email.

Sincerely,

Suzy
Click to expand...
Great email, Suzy, thanks.

Hoping they start to see the mess they have created when a number of observers (ie. you and @Peter Trewhitt that we know of) are clearly explaining why you continue to seek answers to questions they feel they have answered.

It still annoys me immensely that ill people that the MEA suggests it represents are having to use their time and energy to hold the board to account.
 
bobbler said:
Had they even done the minutes within this timeframe after the meeting? A lot of places it takes quite a while for them to be typed and approved internally anyway so the idea they are from the meeting of Xth Nov doesn’t mean the minutes are over ten years before peters first request at all
Click to expand...
Yep looking up how AGM minutes work in general then minutes are ‘draft minutes’ and include a date for the next AGM and a deadline before which any edits to the draft minutes need to be responded with

they only become confirmed minutes after this date - normally said AGM (and there is normally an agenda item ‘confirming minutes if last meeting)

so sure THAT is the date of the minutes?

worth asking Neil whether the date the draft minutes were confirmed was indeed that item (if you can look up and see agenda for 2015 AGM) and so they become the minutes in 2015?

as well as of course asking him if he knows the date the ‘draft minutes’ were distributed (I assume at least attached to the 2015 or next AGM agenda? at the latest)
 
You must log in or register to reply here.
Back
Top Bottom