United Kingdom: ME Association governance issues

Answer thread by Nicky Proctor giving account of how the question re. payments to trustees was asked and answered during the AMG.

• Proctor: MEA statement in bad faith and contradicts statements made by Riley last week
• Questions by Peter White were reasonable and specific
• Riley didn't answer them
• Riley said then he was happy to reply to all of Peter's things and submit anything to the charity commission
• There's a recording of the meeting

 

Can someone please make this make sense?


On Companies House Filing History page 2, there are two entries for changes to the Articles with PDFs.

The earliest of these two entries is dated 27 Nov 2013:

27 Nov 2013 Resolutions Resolution of Memorandum and/or Articles of Association PDF


(I will call this the "long version of Clause 28" as it contains subclauses 1-7.)



The second entry is dated 04 Dec 2014:

04 Dec 2014 Resolutions Resolution of adoption of Articles of Association PDF

(I will call the most recent version of the Articles lodged with Companies House "the short version", as Clause 28 does not contain the subclauses 1-7 which were included in the earlier 2013 Articles.)


Until yesterday, the version of the Articles on the MEA's Policies and Documents Page was the version with the shorter Clause 28 text.

This has now been replaced with a file with the file path:

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


So it appears that the 2014 version, as per Companies House, has been replaced on the MEA's website with the 2013 Articles (or a version of the 2013 Articles), which had contained the version of Clause 28 with subclauses 1-7.

But the MEA is calling this the 2014 Articles.

Riley says:

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

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. Human error can never be eliminated but we have put in operation a process to ensure this does not happen again.

The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version"​

Does this mean that the 2014 version, as submitted to Companies House in 2014, was incorrectly drafted? Because the 2014 version on Companies House does not contain the 1-7 subclauses but the 2013 entry does.

 

So, I did a bit of light digging (can't resist, but keep in mind I might make mistakes):

This is an archived MEAss page (7 Nov 2013) which holds the AoA draft "for approval at EGM on 19th November 2013"
Policies and Documents | ME Association

It holds the same texts for Article 4 and Article 28* as the document that has just been put up now as the current AoA.

(*There is a small difference: the 2013 draft of Article 28 refers to "the 2000 Charity Act", the one up now to "the Trustee Act 2000".)

The archived MEAss page of 8 December 2014 holds as AoA the same text (including "2000 Charity Act") that are "approved at EGM on 19th November 2013"
Policies and Documents | ME Association

Btw, I find it sloppy that these AoA docs aren't dated/mention their approval date themselves.

 

I )am trying to) think back to the CC getting involved with the Very Reverend Percy thing and it was the money being spent on legal fees I thought that was a big concern there as well as the reputation impact for the college and students etc ?

 

@Dx Revision Watch the Dec 2014 doc supercedes the 2013 one, no? This was what was passed at the meeting of 18 Nov 2014

Edited to add: yes, the approval of the 2014 AoA document makes the 2013 one defunct.

 

So....did Riley swap the current 2014 AoA for the 2013, earlier version that did contain subclauses 1-7?


Then it is noteworthy that:

Both the draft and the approved version from the MEAass website, and the 2013 application to Companies House, speak of "the 2000 Charity Act".

What was put up by MEAss just now says "the Trustee Act 2000".

Could it have been that someone re-typed the clauses to put up "as the correct version of the Articles [that have] now been uploaded", and made a mistake?

 

This is what happens when I save the document currently put up.

It gives "Articles-of-Association-05-12-2013" as its title.

1. This means that this document would be the 2013 one, not the 2014 one as Riley and the MEAss claim
2. But it's not the original 2013 AoA doc, the text of Article 28 is different. (Also, the 2013 AoA has approval and Companies House* application dates of November 2013).

*I typed "Charities House" here first, so easy to mix up your names.

 

I agree, they should all be dated. The 2007 Articles are dated 17th February 2007.

 

The December 2014 document is the most recent listed on Companies House and the one that was on the MEA's website until yesterday (which did not include clause 28's subclauses 1-7).

 

If it had been the case that a draft 2014 version was published in error instead of the finalised 2014 version, that might make sense if the 2013 file had been used as a basis for drafting the 2014 draft (and retained the old date in its file name).

But if the 2013 version included new clauses, how come they got left out of the draft 2014 iteration?

 

Well I guess the only way to settle this is to ask the Charity Commission to see what their records show.

might be worth doing some archiving of webpages too. Also a look for the old webpage on the way back machine?

 

Yes, that is what I get too.

I've been looking on Wayback but for more recent years the pages aren't stable and it's hard to pull up the PDFs.

 

https://register-of-charities.chari...h/-/charity-details/801279/governing-document

Lists only the following:

MEMORANDUM AND ARTICLES OF ASSOCIATION INCORPORATED 16TH MARCH 1989 AS AMENDED BY SPECIAL RESOLUTIONS DATED 15TH JUNE 1991, 14TH JULY 2001 AND 3RD SEPTEMBER 2005. AS AMENDED BY SPECIAL RESOLUTION(S) DATED 18/11/2014​

Some classes of change to charity Articles are permitted without notifying the CC. For example, it does not list the 2007 version on the CC page, but the Resolutions for the 2007 version are published on Companies House (though not the full 2007 document).

I do have a copy of the 2007 version which I had downloaded in 2007.

Copy of 2007 Articles uploaded to my site

 

So, on the 19th of November 2013, the members of the MEAss approved of updated Articles of Association (AoA).

On the 18th November 2014, the members of the MEass voted again on the AoA with a different Article 28. (It's not just a removal of clauses.) This is adopted in substitution of the former one. (As is usual.)

And it's clear: MEA may pay reasonable out-of-pocket expenses and certain insurance costs to members of the Board of Directors, but otherwise payment is only possible in exceptional cases and with the prior written approval of the Charity Commision.

This is what Peter White asked after, did they get that approval to pay tens of thousands of pounds to trustees in 2023 (and 2022?)?
See screenshot of the letter with his questions here, and an account of his questions at the member meeting here.

And now MEAss apparently has put up the old AoA (but not an exact copy but a recent retype), claims they are the 2014 ones filed at Companies House (they're not), and says that the requirements for the defunct ones "have all been complied with".

Unless I'm missing something, this is bad.

 

Indeed.

Note though it's not just a removal of the subclauses. In the 2013 AoA "Reasonable and proper payment to any officer or servant or director of the company for any services to the company" was possible, under conditions. But in the AoA approved by the MEAss members in 2014 that is no longer possible. Payment is only possible in exceptional cases with written approval by the Charity Committee.

The fact that this written approval has not immediately been shown -easy peasy, case closed- when Peter White started asking about it, is notable.

 

The whole behaviour about this is “notable”.

need to look at the code of conduct

 

Peter has a letter on Twitter/X from the CC saying they have nothing on file about contracts to trustees.

 

I think you may be overthinking this?

• An AoA was approved by the members in November 2013.
• Then a revised AoA was approved by members on 18 of November 2014.

With the approval of that 2014 AoA document, the former one becomes defunct. The document they voted on and approved was the document sent to Companies House. So that's the document that's the current AoA of the MEAss.

 

I see.
Tweet by Peter White and the first page of the letter in screenshots below.

Charity Commission: "Having checked the charity's record, we can confirm the Commission does not hold this information as no written approval has been given by the Commission."


I really need to go rest now, but that statement about the AoA looks really, really bad to me.

 

Something else to bear in mind.

I have already discussed in this thread that the class of general meeting called "Extraordinary General Meeting (EGM)" has, since 1 October 2007, been known as a "General Meeting" (Companies Act 2006).

But under Company and Charity Law, members retain the right to call for the company to hold what was formerly known as an EGM and if the trustees/directors refuse to call a meeting, the members can call a meeting themselves (if certain requirements are met).

The 2007 version of the Articles had included a clause with requirements for calling EGMs.

But there is no clause in the most recent versions of the Articles setting out how members can call for a General Meeting. This needs to be put back in as part of any review towards amendment of the current governing document.