United Kingdom: ME Association governance issues

Fainbrog said:
...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.
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Indeed, though I am, myself, a carer. But yes, the time and energy that people have had to expend this last few months is unacceptable and reflects very poorly on how the board views and interacts with its members and wider constituency.

If one member of the board is apparently getting muddled how come none of the other 5 trustees have picked up on what we have picked up here? They are all legally responsible for how the board operates and how it interacts with the public.

I had meant to mention that they need a company secretary in my email.
 
bobbler said:
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)
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The 2014 Special Resolution was carried at a General Meeting (formerly known as an EGM) - not an Annual General Meeting (although the 2014 AGM may have taken place immediately before or after the General Meeting). We don't know because there is no summary of the 2014 General Meeting or for the AGM, or for the 2015 AGM, and no-one has yet come forward with the magazine summaries.

There may be different rules for ratifying the minutes for a Special Resolution adopted at a General Meeting. Perhaps they are ratified at the next ordinary meeting of the BoT, since General Meetings are not an annual occurrence, like AGMs are, but I don't know.
 
Kitty said:
I think so. At the AGMs I've been involved in, once the minutes were accepted as accurate they were signed and dated at the meeting.
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There may be a difference between how the minutes of an AGM and a specially called General Meeting are dealt with. I assume the minutes of a General Meeting would be adopted at the next full meeting be it an extraordinary General or an Annual General, as there will be no next extraordinary General Meeting date set at that point in time.

I had asked the MEA for details of what general meetings occurred in 2015, but have not yet had an answer. Until further information is available I assume that the next suitable general meeting would be the 2015 AGM which presumably took place in November 2015.

This is such a mess. I have no reason to suspect anyone at the MEA intentionally acted in anyway unlawfully; indeed the Trustees put in an incredible amount of work into the Association, however the current lack of information is a genuine source of confusion has become a real worry, especially given the statement from the MEA that the articles of association held by Companies House for ten years were sent in error. I strongly feel that Neil is no longer suited to a public facing role.

[cross posted with @Dx Revision Watch who made the point much more succinctly than me]
 
Dx Revision Watch said:
the time and energy that people have had to expend this last few months is unacceptable and reflects very poorly on how the board views and interacts with its members and wider constituency.
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It's also unnecessary.

Either the MEA didn't make a mistake over the payments-to-directors issue, or it did. If it didn't, it could have put out the fire quickly by making the paperwork public. If it did, it's a cock-up, not a disaster.

We're now at the point where that question's almost secondary. The issue is how badly they've handled it and the appalling attitudes they've shown.
 
bobbler said:
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?
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I don't think minute approval date plays a role here. Resolution and voting outcome should be kept for at least 10 years from the date of decision, so until 18/19 November 2024.

Link and full text of secrions 355 and 358 in post #1383:

Companies Act 2006, section 355, subsections 1 & 2:
(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).
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That Riley is now telling Peter that he can't see the minutes because he asked a couple of weeks after the exact 10 year period date is not in the spirit of the law I think - the period is mentioned there because members should always be able to inspect documentation within those 10 years, but can be out of luck if the documents are no longer there after that time.

I wonder if the Charity Commision or court would agree with the ME Association's law interpretation.
 
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Arvo said:
I don't think minute approval date plays a role here. Resolution and voting outcome should be kept for at least 10 years from the date of decision, so 18 November 2024.
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However what is being approved should be part of minutes of the subsequent meeting at which they were approved so there is a level of ambiguity.

Also there is ambiguity that, though the legislation provides for records being destroyed after ten years, it does not state that if records have not been destroyed that ten years is grounds refusing members access.

But also here trust is more than just the letter of the law, and it would be an act of good faith for the MEA to share the minutes and associated paper work. Certainly it would be sad if the MEA felt this secrecy was something they wanted to assert in court.
 
Arvo said:
I don't think minute approval date plays a role here. Resolution and voting outcome should be kept for at least 10 years from the date of decision, so 18 November 2024.

Link and full text of secrions 355 and 358 in post #1383:


That Riley is now telling Peter that he can't see the minutes because he asked a couple of weeks after the exact 10 year period date is not in the spirit of the law I think - the period is mentioned there because members should always be able to inspect documentation within those 10 years, but can be out of luck if the documents are no longer there after that time.

I wonder if the Charity Commision or court would agree with the ME Association's law interpretation.
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Yes, and why would you deliberately delete said papers ‘because they are now over 10 years old’ if you were about to make decisions that relate specifically to the matters discussed in those papers.
 
Peter Trewhitt said:
This is such a mess. I have no reason to suspect anyone at the MEA intentionally acted in anyway unlawfully; indeed the Trustees put in an incredible amount of work into the Association, however the current lack of information is a genuine source of confusion has become a real worry, especially given the statement from the MEA that the articles of association held by Companies House for ten years were sent in error. I strongly feel that Neil is no longer suited to a public facing role.
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This indeed. It shouldn't have been such a mess at all, as you said earlier it's all rather straightforward.

All evidence so far points fluidly to the AoA-Nov'14 being the one registered at Companies House. To show there was a mix-up, to start, the trustees should have easily been able to produce e.g.: the Nov. 2014 minutes, the Charity Commission version aligning with their claim, and the written, specific approval (for 2013 and 2014) from the Charity Commission to add a section to article 28 which allowed payments for services to trustees as per Article 47 (b) of their AoA.
There would still be questions (re. e.g. the dates of the files, the non-reason for holding a resolution on already approved and registered AoA, why they hadn't noticed for 10 years and even uploaded it to their site just a couple of months ago), but solid contradicting evidence would at leasthave made clear that something was indeed not quite adding up.

But so far every response I see for me does not match public documentation and other responses, and just creates more questions.
 
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Given that important documents like minutes of AGMs and the associated voting documents sent out to members are and probably were 10 years ago stored both online and on paper, I can't imagine anyone at the MEA being tasked with systematically deleting everything as soon as it's over 10 years old. Similarly I'm sure at least some of the trustees and the office would have back copies of the magazines, so they could find any information published there for members. I can't believe the required documentation is missing. So all we are left concluding is they don't want them to be seen for some reason. Sadly that arouses suspicions even if none is warranted.

I can't remember whether they publish the minutes, details of resolutions and so on from AGM's and other GM's in the magazine.
 
Trish said:
I can't imagine anyone at the MEA being tasked with systematically deleting everything as soon as it's over 10 years old.
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If so, they would have had the urge to delete the minutes on the vote of their AoA, which count as evidence, exactly between 19 November 2024 (the day after 1 year) and just after 9 December 2024 (the date Peter White asked his questions on the payments, citing the AoA-Nov'14 as registered at CH and online.)
 
Haveyoutriedyoga said:
Yes, and why would you deliberately delete said papers ‘because they are now over 10 years old’ if you were about to make decisions that relate specifically to the matters discussed in those papers.
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I don't think anyone running a genuine organisation makes a practice of deleting them. They could get lost accidentally, but otherwise they'll be preserved.

You'd need at least five years' worth of AGM/EGM/GM minutes, agendas and annual accounts to fill a single lever arch file. If you print papers double-sided, you might get ten years of records into it. Why on earth would you destroy a useful resource that doesn't even need much shelf space?
 
Peter Trewhitt said:
However what is being approved should be part of minutes of the subsequent meeting at which they were approved so there is a level of ambiguity.

Also there is ambiguity that, though the legislation provides for records being destroyed after ten years, it does not state that if records have not been destroyed that ten years is grounds refusing members access.

But also here trust is more than just the letter of the law, and it would be an act of good faith for the MEA to share the minutes and associated paper work. Certainly it would be sad if the MEA felt this secrecy was something they wanted to assert in court.
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O yes, all of this.
(I meant that solely in response to the end date of the 10 year keeping requirement, which is counted from day of approved resolution.)
 
Is there any justification in extrapolating from the legal requirement only to keep records for 10 years and a claim that after 10 years nobody has the right to inspect existing documents. We were not told that they were destroyed, merely that there was no right to see them. I would have thought the right to see existing documents had no legal connection to the time for which retention of documents is compulsory. Surely this is a legal misrepresentation on Riley's part?

Edit:Sorry, this is much the same as others have suggested.
 
I have to log off again, too sick.

But re-stumbled upon:
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.
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Companies Act 2006 and see also Acts 355, 356 and 358 together in post #1238

The Companies House holds a record of the written resolution.
 
Trish said:
I can't remember whether they publish the minutes, details of resolutions and so on from AGM's and other GM's in the magazine.
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My understanding is that following an AGM or an EGM (or both if an AGM and an EGM have been held on the same day, as happened in 2013), that only a summary of key points is published in the next issue of ME Essential magazine - not the full minutes.

See summary of the 2013 AGM and EGM that was published online (which may have been edited for the magazine):

https://meassociation.org.uk/2013/1...gs-ramsay-research-fund-update-november-2013/

For the section on the EGM, you'll need to search for heading: "MEA EGM, AGM and TRUSTEE ELECTION RESULTS". No full texts of the proposals for changes to the previous Articles are given - just the clause/article numbers and the number of votes for and against.
 
bobbler said:
What date was it again that the AoAs that were sent to companies house were dated as?
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Confirmed by Companies House on 23 December:

"Sorry for the incorrect information 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."​

Entry on page 2 of Filing History (look for date 04 Dec 2014):

https://find-and-update.company-information.service.gov.uk/company/02361986/filing-history?page=2


Letter of Certification of Special Resolution dated as adopted on 18 November 2014 and signed by the then Company Secretary, Gillian Briody. Stamped as delivered to Companies House on 28 November 2014 in attachment below.

Adopted Articles become the new legal governing document from the date they were adopted, not from the date they were received by CH or accepted by CH.

They remain legally valid irrespective of whether they are filed with CH. It is an offence not to file Articles with the CH within 15 days of adoption.

Sometimes the Resolution will be sent in first, followed by the Articles. If CH is aware that Articles are pending they will send a reminder to the Company. The fine is £200 but I do not know how often a Company fails to file the new Articles.
 

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