United Kingdom: ME Association governance issues

Companies House does not require copies of minutes to be sent in for filing along with the Special Resolution Certification letter and the new Articles. It requires the Special Resolution letter only and to be sent within 15 days of adoption.

Today, I read that recent legislation means that if Special Resolutions are sent in embedded within a set of minutes they will be rejected.
 
Arvo said:
I have to log off again, too sick.

But re-stumbled upon:

Companies Act 2006 and see also Acts 355, 356 and 358 together in post #1238

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.

The Companies House holds a record of the written resolution.
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I think that "Written Resolution" is a technical term for a different method of putting a resolution to the vote. A written resolution is a way for a private company to pass a resolution without holding a meeting.

The Special Resolution passed in November 2014 was passed at a General Meeting, as evidenced by the affirmation wording in the Certification letter:


"SPECIAL RESOLUTION TO BE PROPOSED AT A GENERAL MEETING OF THE MYALGIC ENCEPHALOPATHY ASSOCIATION (ME ASSOCIATION) ON 18TH OF NOVEMBER 2014"

"That the new form of Articles of Association referred to in a notice given to the members of the charity known as the ME association in accordance with the regulations governing the charity and a copy of which Articles is attached hereto, be adopted as the Articles of Association of the Company and substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the charity."

"This is a true copy of the Special Resolution passed at a General Meeting of the ME Association on the 18th November 2014"​
 
Looking though all the MEA's submissions for changes to Articles in the Filing History, sometimes the Special Resolution signed Certification letter includes the wording of all the changes/amendments being voted on, for example, see the February 2007 Resolution of Memorandum and/or Articles of Association on Page 3 of the Filing History.

However, the November 2013 Articles (Page 2) only states that the Board proposes to adopt the major part of the new model form for Articles of Association and some additional specific amendments which it feels will be of benefit - but does not write out these other, specific amendments in full (and neither does the summary on the MEA's website. But the notice and voting slip in the magazine would have these written out in full.) Also, they were alluded to in the summary of a board meeting in the run up to the 2013 EGM, but again, not written out in full.

Likewise, the 2014 Certification letter mentions only adopting "the new form of Articles of Association" and is silent on whether there are other, specific amendments included (which Riley says there were to the payments clause but for which there is no evidence in the 05-12-2013 document he says are the "true" 2014 Articles).

So at least for one set of Articles, we know there were two additional amendments which Companies House does not appear to have a copy of the text for. (Unless a full copy of every adopted change is required to be provided as a matter of course but these are not always filed separately on submission or attached to the front of the full Articles in the publicly viewable Filing History pages.)
 
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To end the week, I have just received this response from Companies House:


Your Ref
Our RefCapital Team/02361986/M G
Date 03/01/2025

Dear Susan Chapman

THE MYALGIC ENCEPHALOPATHY ASSOCIATION LIMITED

Thank you for your email of the 29/12/2024.

The latest set of Articles filed take precedence over previous Articles filed.

So, the Articles attached at the back of the resolution registered on the 0/4/12/2014 [sic] now are the current Articles of Association.

How the company rectifies the incorrect Articles is up to the company and legal advice that they receive.

Does this help?

Yours sincerely

Capital Examiner
Capital Team
Companies House

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

Mmm.
 
I shall need to write again. It had already been confirmed to me that the most recently filed Articles were the 2014 Articles and that no Articles had been filed with them since 2014.

My question concerned not the 2014 Articles and the status of the previous Articles, but the legal status of the 2014 Articles where a company has claimed that the document it had sent in for filing in 2014 was not the correct document and that it has published another document on its website which it claims are the correct 2014 Articles, that is, which of these two documents is the "true" Articles and takes precedence.
 
Dx Revision Watch said:
which of these two documents is the "true" Articles and takes precedence
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Can it be established without access to the resolution and accompanying paperwork that was voted on? Presumably that's the 'true' version from a legal point of view, even if they filed the wrong one.

Maybe you're raising a different issue, though, sorry if I've misunderstood.
 
Dx Revision Watch said:
I shall need to write again. It had already been confirmed to me that the most recently filed Articles were the 2014 Articles and that no Articles had been filed with them since 2014.

My question concerned not the 2014 Articles and the status of the previous Articles, but the legal status of the 2014 Articles where a company has claimed that the document it had sent in for filing in 2014 was not the correct document and that it has published another document on its website which it claims are the correct 2014 Articles, that is, which of these two documents is the "true" Articles and takes precedence.
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eithout those minutes it won’t let anyone see or old emails I guess MEA think it’s Schroedingers cat take their word for it, for us/members, but if the ‘whichever ones were signed off’ is what CH or CC use then the ‘we don’t have to show you’ turns on its head re: the payments ?

I think there are two issues that are different:

- the CH and CC stuff relating to the payment vs which AOA was in place being confirmed

- the issue of putting up the wrong doc which error it may be but still meant anyone reading it over the timeframe it was up as the AoA on the website etc suggested the position was x. And people becoming members, donating, supporting etc might have based part of those decisions on that being the case.

atm it seems from the replies like eg Neil thinks that second issue doesn’t exist and the first and isn’t anyone’s business than between them and eg CH. Maybe I’m wrong.

I’m not sure this second one is so irrelevant though?
 
Kitty said:
Can it be established without access to the resolution and accompanying paperwork that was voted on? Presumably that's the 'true' version from a legal point of view, even if they filed the wrong one.

Maybe you're raising a different issue, though, sorry if I've misunderstood.
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Without access to the documentation, ie a copy of the draft that was put out for review prior to voting; a copy of all the changes being voted on if there were other changes other than voting on adoption of the "new form of Articles of Association as referred to in a notice given to the members of the charity..." (and clarification of what that actually meant); a copy of the minutes; the count of the votes cast in person plus the votes from the postal ballot conducted by an independent scrutineer, we cannot establish what was voted on or whether the vote took place at all (though the Company Secretary at that time has certified that the Special Resolution was adopted).

We should be able to establish what changes were being put out for voting from the magazine notice and a copy of the voting slip, but that would not provide us with a copy of the draft that was being put out for consideration nor proof that the meeting went ahead. Nor is there a summary of that meeting on the MEA's website. All we have is the signed Resolution Certification letter (which in this case, did not set out whether there were more changes being voted other than adoption of the "new form of Articles of Association as referred to in a notice given to the members of the charity..." and what those changes were.)

As to which document takes legal precedence: I have found a number of law firms that have published articles discussing similar situations on their websites, though not exactly the same situation as the MEA's apart from one case. It looks as though their opinions are all based on several case law examples rather than on any standardised process CH has in place).

In one case, the correct Articles were deemed in court to be the "true" Articles and took precedence over the incorrectly filed document. In two other cases, companies had failed to file their newly adopted Articles but they were still considered to take precedence over the last filed document. But it is complex, which is why I wanted CH to tell me what mechanisms they have in place to deal with such situations. These legal cases had arisen because individuals stood to lose out financially due to differences in the wording between a filed set of Articles and an unfiled set.
 
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Dx Revision Watch said:
Without access to the documentation, ie a copy of the draft that was put out for review prior to voting; a copy of all the changes being voted on if there were other changes other than voting on adoption of the "new form of Articles of Association as referred to in a notice given to the members of the charity..." (and clarification of what that actually meant); a copy of the minutes and a copy of the votes in person plus votes from the postal ballot which have been counted by an auditor, we cannot establish what was voted on or whether the vote took place at all (though the Company Secretary at that time has certified that the Special Resolution was adopted).

We should be able to establish what changes were being put out for voting from the magazine notice and a copy of the voting slip, but that would not provide us with a copy of the draft that was being put out for consideration nor proof that the meeting went ahead. Nor is there a summary of that meeting on the MEA's website. All we have is the signed Resolution Certification letter.

As to which document takes legal precedence: I have found a number of law firms that have articles discussing similar situations on their websites, though not exactly the same situation as the MEA's apart from one case. It looks as though their opinions are all based on a couple or three case law examples.

In one case, the correct Articles were deemed in court to be the "true" Articles and took precedence over the incorrectly filed document. In two other cases, companies had failed to file their newly adopted Articles but they were still considered to take precedence over the last filed document. But it is complex, which is why I wanted CH to tell me what mechanisms they have in place to deal with such situations.
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I’m assuming there is a quorate requirement for a special resolution but did that extend to members ie beyond the board itself ? Ie could it have been no members and yes in which case it being confirmed in detail at the next AGM rather than just a board would seem more important if no members attended the thing in the first place


Lots of questions
 
bobbler said:
I’m assuming there is a quorate requirement for a special resolution but did that extend to members ie beyond the board itself ? Ie could it have been no members and yes in which case it being confirmed in detail at the next AGM rather than just a board would seem more important if no members attended the thing in the first place

Lots of questions
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Using the currently filed 2014 Articles, I cannot find any reference to the quorum required for a general meeting at which members can cast votes in person on a special resolution or via postal ballot.


For a directors' meeting, it says:

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.
​
It also says:

Adjournment

37.
37.1. If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
​
But does not stipulate what number is required for a quorate meeting or whether a certain number of those attending in person need to be members as opposed to directors/trustees in order for the meeting to be quorate.

(We know that in 2022 and 2023 no members had been present at the AGM meeting but presumably that did not render the meeting inquorate. Early iterations of the Articles did stipulated the number required for a quorate AGM.)
 
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Dx Revision Watch said:
The latest set of Articles filed take precedence over previous Articles filed.

So, the Articles attached at the back of the resolution registered on the 0/4/12/2014 [sic] now are the current Articles of Association.

How the company rectifies the incorrect Articles is up to the company and legal advice that they receive.
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It's interesting that the default position of CH, what's registered with them is what is current and the MEA need to take advice on changing it. I guess that's how they interpret the law.

Riley may have a harder time just saying 'soz, we sent the wrong thing, lols..Neil' than maybe he hopes he does.
 
Dx Revision Watch said:
To end the week, I have just received this response from Companies House:


Your Ref
Our RefCapital Team/02361986/M G
Date 03/01/2025

Dear Susan Chapman

THE MYALGIC ENCEPHALOPATHY ASSOCIATION LIMITED

Thank you for your email of the 29/12/2024.

The latest set of Articles filed take precedence over previous Articles filed.

So, the Articles attached at the back of the resolution registered on the 0/4/12/2014 [sic] now are the current Articles of Association.

How the company rectifies the incorrect Articles is up to the company and legal advice that they receive.

Does this help?

Yours sincerely

Capital Examiner
Capital Team
Companies House
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I'm going to sit on this response from Companies House until I've received a reply from Neil or Charles to my email of 3 January.
 
For completeness:

From Wayback we were able to retrieve the Word document for the Draft 2013 Articles which had been posted on the MEA's Policies and Documents page for review in autumn 2013.

Daft [sic] Articles of Association (for approval at EGM on 19th November 2013)

http://www.meassociation.org.uk/wp-...n-for-approval-at-EGM-on-19-November-2013.doc


Following its adoption on 19 November 2013, the link was replaced with:

Articles of Association (approved at EGM on 19th November 2013)

which is the same Word document.

These are the Properties for the 2013 Articles Word document:

image_2025-01-04_095219995.png



It is this Word document with one minor edit, "2000 Charity Act" to "Trustee Act 2000", that was used for the document converted to PDF which Neil Riley has presented as the "correct" 2014 Articles (as opposed to the version filed with Companies House and the version that sat on the MEA's website until it was taken down in December and replaced).

As we know, this replacement version is PDF dated 05-12-2013.

https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf

We can tell it used the same Word document as the 2013 Articles Word document above as it has inherited a number of typographical errors (some of the spacing inside and adjacent to brackets needed adjusting; a rogue exclamation mark that should have been deleted; an arbitrary change of font from serif to sans serif for some of the headings which should have been attended to; a red underscore that should have been removed).

All these errors have been carried forward to the PDF which is now being presented as the "correct" file for the 2014 Articles (which one assumes was the file put out as a draft and subsequently adopted at a General Meeting on 18 November 2014).

Unfortunately, there is no capture on Wayback of a draft 2014 Articles having been posted for review from say, September 2014 to late November 2014 on the MEA's website, as they had done in 2013. So it is not known by what means the membership accessed a draft file in order to review whatever proposed changes they were being asked to vote for, in advance of the meeting scheduled for 18 November.

The Word file for the 2013 Articles draft and final version had been created on 08/08/2013.
The PDF that is being presented as the "correct" 2014 Articles is dated 05-12-2013.

We don't have the original Word file for what is being presented as the "correct" 2014 Articles and the PDF does not give much information in Properties, eg Authors, Last saved, Revision number etc which you may see with Word docs.

There is nothing to confirm on what date the edit "2000 Charity Act" to "Trustee Act 2000" had been made but presumably no later than 05-12-2013.

Which suggests that if this document had been put out for review ahead of the Resolution meeting in November 2014, no new Word document or PDF had been created for 2014.

So they must have filed the adopted 2013 Articles with Companies House after the meeting in November, made the edit at some point after, exported the Word doc to PDF on 5 December 2013, then sat on that slightly revised version of the 2013 Articles until autumn/winter 2014, when it was put out for member review and voting - with no further amendments and no evidence of any changes to the payments clauses (although Neil Riley claims that in November 2014, members were being asked to vote on changes to the payments clauses).

Then they say the "wrong" file had been sent to Companies House, a file which has changes to four articles (articles 3, 4, 5, and article 28. Allowed payments) which Riley says was a pre-2013 version and was sent in error (which they evidently had not noticed for 10 years).

All very odd.

Anyway, just parking this here to clear it out of my head.

Edited for clarity.
 
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bobbler said:
eithout those minutes it won’t let anyone see or old emails I guess MEA think it’s Schroedingers cat take their word for it, for us/members, but if the ‘whichever ones were signed off’ is what CH or CC use then the ‘we don’t have to show you’ turns on its head re: the payments ?

I think there are two issues that are different:

- the CH and CC stuff relating to the payment vs which AOA was in place being confirmed

- the issue of putting up the wrong doc which error it may be but still meant anyone reading it over the timeframe it was up as the AoA on the website etc suggested the position was x. And people becoming members, donating, supporting etc might have based part of those decisions on that being the case.

atm it seems from the replies like eg Neil thinks that second issue doesn’t exist and the first and isn’t anyone’s business than between them and eg CH. Maybe I’m wrong.

I’m not sure this second one is so irrelevant though?
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It has just struck me, thinking about the second one. I'm guessing the payment decisions are made by the board alone (and are supposed to involve scrutiny against the AoAs)

Were any of these minuted or noted anywhere or discussed in any AGMs ie told to members? Particularly if this was during a period where if any member had looked up the AoAs on the website it would have said these weren't permitted without special permission being asked.

I think the quorate bit is interesting regarding AGMs thinking big picture going forward. The point of it is that if you aren't getting enough attending (because they've all got ME and the meetings aren't meeting the needs) then it's a flag you have an issue with said meetings which almost certainly at least involves accessibility ie need to be offering them online, not including unnecessary guff before the main topics.

And it makes ensuring that the paperwork/other ways of people being able to keep up with what is supposed to be the purpose of having said AGMs (transparency, being kept abreast of decisions being made) even more important to be correct. If noone is able to attend.

Not the other way around where as fewer people turn up you just reduce that bar of size of quorum or drag in people who will sign off what you need to meet in order to do so.

Old-fashioned for various reasons or not might act as cover but it is starting to make me suspicious of the choice that in today's day and age using the method of a paper magazine for announcements and the important info for votes being placed on slips of paper that go around the cover (to be sent back by post). They are then quick to make choices regarding the 21 days etc. being optional (as notice for any votes) - making completing that even less accessible/likely

10yrs or not, there have been too many things in the space of just a few months where all we are getting is 'difficult' reactions and excuses as to why basic rights aren't being fulfilled. As if they are entitled to not be transparent or get to choose to not put forward a motion that members can put forward and call it a 'discussion with them' instead. Which is a misrepresentation of what happened and what it was.

The line claiming they don't 'have to' offer AGMs says it all really, but do so out of what?

I say a lot of 'them' but the only voice I'm hearing is Neil which provides the impression we don't know how much freedom to disagree the rest have in reality. So I'm intrigued whether anyone here watched the AGM online when the other trustees spoke on supporting him and any other pertinent issues - whether there was a sense of party line or if they are of similar minds?

I'm starting to wonder where are any of the backstops or checks/oversight in these structures and how they operate the processes in reality. And if anyone would feel able to disagree or flag things from inside or receive similar responses that those who are members or non-members from the constituency have been receiving.

The attitude and responses have certainly done a good job of making things look increasingly bigger than anyone first assumed they were when the first reasonable, legitimate questions went in.

It's frankly astounding that they are trying to shh the constituency and community up by thinking they are 'shiny keys'ing that they are still ploughing ahead with research decisions they've made for pwme without them. As if they still have any right left to be doing so and all that shouldn't be on hold urgently.
 
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Dx Revision Watch said:
https://twitter.com/user/status/1875903538565632474


Dx Revision Watch
@dxrevisionwatch

Instead of telling members they "are not entitled to inspect the documents", in view of the mess they have made with the 2014 Articles and given other concerns about the provisions within the Articles, they should place the following immediately in the public domain:
1:53 PM · Jan 5, 2025
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Thanks for this. Is the minimum they need to do right now to have a shred of credibility. Then the board needs to explain how they got into this mess and summarily eject Mr Riley from his role (not necessarily in that order). None of which will I be holding my breath for.
 
Jonathan Edwards said:
Surely this is a legal misrepresentation on Riley's part?
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I've been reading this thread and all I can see is bluster, empty threats and deliberate ambiguity on Riley's part. If that's how he talks to us, there's a good chance his representation of things legal to his colleagues at MEA has been just as dodgy, and more aligned to his own interests and what he can be bothered doing than an accurate representation of the true legal position. If you're the only lawyer in the room and your colleagues are just happy that they've got you to deal with all that legal stuff, you can get away with bluff and bluster for years. Even now, his MEA colleagues may be thinking "I don't have time to get my head round all this, it's Riley's department, and why are those militant activists at S4ME still giving him such a hard time?"

It's going to take someone at the MEA with the time and inclination to check what Riley's been telling them and how he's been dealing with this. That's a big ask, especially if their personnel resources are as stretched as they are at S4ME. We can talk about trustees resigning from various positions, but there may not be anyone else to replace them. How many candidates did S4ME find for our recent committee election?
 
TiredSam said:
It's going to take someone at the MEA with the time and inclination to check what Riley's been telling them and how he's been dealing with this. That's a big ask, especially if their personnel resources are as stretched as they are at S4ME.
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There's a big difference between the MEA and S4ME in this regard. We are just providing an online space for people interested in ME/CFS to discuss things. We don't charge membership fees, are not a registered charity or company which has to abide by charity and company rules, or have paid staff and we don't have over a million pounds in the bank.

The MEA can employ a relevant legal expert to investigate and write a report and publish it. Maybe they have already set that up.
 
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