United Kingdom: ME Association governance issues

On 4 December 2024 this was the version that was on the MEA's website (which has now been removed):

https://web.archive.org/web/2024081...-Association-of-ME-Association-11.03.2014.pdf


It does not include the additional subclauses under Clause 28.

The 4 December 2014 version on Companies House also does not include the additional subclauses under Clause 28.

But the 2013 version on Companies House does include the additional subclauses.

So my point was: if the 2013 version had already included additional subclauses, why were these omitted from the 2014 version on Companies House and the version that has been up on the MEA's site for sometime but was taken down in the last couple of days and replaced with another version which does contain the additional clauses?

And why is there no 2014 version on Companies House which does include the additional clauses*.

What am I missing?

*The document now on the MEA's site is this:

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

which has the 2013 date and does include additional subclauses under Clause 28.​

 

So using Wayback:


Captured on 25 March 2017: Articles of Association (approved at EGM on 19th November 2013)


Captures between 1 March 2018 to 28 March 2018 appear to have no Articles to download on the Policies and Documents page that I can find, so Articles may have been temporarily taken down or moved to a different location.

Then a capture on 28 March 2019 has the version without the additional subclauses.

Versions without additional clauses remain on the site through 28 March 2019 until at least 4 December 2024, after which the Articles document was taken off and replaced a couple of days ago with a version that does include the additional clauses and which has the date "05-12-2013" in its file path:

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

There is no 2014 version on Companies House which includes the additional sub clauses under Clause 28.

So if Riley is claiming that "The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version."

the only 2014 version on Companies House is a version which does not include the additional subclauses.

 

Yup. From the date on the doc it appears that the new AoA were drafted in March 2014, and approved by the Association members on 18 November 2014.
(Companies House registration dated 4 Dec 2014.)

The new AoA had a rewritten Article 28. Section (a) from the earlier version was scrapped, including its subclauses.

Yes. It's the old AoA that were in effect until November 2014.

I think you may be looking at this from an angle with a different procedure/org hat on. I am no UK legal eagle, but if this follows Association law like in The Netherlands then it's really not as complicated as you now describe it. Let's pick it apart:

They were not omitted, but scrapped for the new AoA. The document the MEAss members voted on and approved in November 2014 is the one on Companies House, which became the new legal AoA from the moment of associated member approval. Forget 2013: old, defunct, not current. If you want to pay MEA board members's companies for services to MEA in 2022 and 2023, you have to follow the AoA approved in November 2014.

For the discussion wheter the trustees could decide to pay fellow board member's companies tens of thousands of pounds it is unimportant why Article 28 was rewritten in 2014 - the thing is that it was and it was approved, and therefore the legal rules for the Board members to act by.

Well this is where things go weird, because as I understand it the AoA up on the MEAss website until this month was indeed the current AoA Nov 2014.

I've only looked at articles 4 and 28, but the new document, presented as the 2014 AoA, looks like the defunct 2013 AoA. With a twist, because it's not 100% the same document, it's different than the November 2013 AoA, both its draft- and approved version (to be found both on the MEAss site at the time and filed at Companies House).
Because it has an error, in Article 28 it mentions "the Trustee Act 2000" instead of "the 2000 Charity Act" like it should.

Because it doesn't exist. The Nov 2014 AoA's section 28 is a new one, without the old section a and its subclauses (the 2013 section b became the new section a in 2014.)

I think that you're missing that you're not looking at a continuous revision of a document with an argument which version to use, but at a renewal of official Articles of Association.

I hope this was helpful!

 

I think you are misunderstanding me.

But I'll leave it there.

 

I'm sorry if I am.

 

Dx Revision Watch said: ↑

Which is precisely why I asked the question. Because Riley is claiming:

"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."​

The 2014 version, as published on Companies House, is not the version that the MEA has put on its site in the last couple of days.

 

If we can rename the pertinent documents after cartoon characters, and set out which is which, and then just explain that Bugs Bunny was on the website until 2014 then Donald Duck was on the website….and Riley said they follow Bugs Bunny but that’s wrong because…

then I could probably follow this.

Anyway excellent sleuthing

also all a bit of a diversion from what the trustees were paid and why.

I’m no lawyer but NR saying “actionable” well I’m sure all he means is a “cease and desist” warning letter might go out. It’s hardly a defamation case (unless he can show it’s caused damages) also a reasonably held belief is a defence to liable. As is the truth.

 

My reading of the situation is that, however confusing it may be, the payment to Trustees does not appear to have been in line with Articles lodged at Companies House?

I am thinking in terms of making some independent enquiries. It would be useful to be sure of these two things:
1. We do not have as yet any explanation as to why these payments were based on 'exceptional' circumstances that would override any normal need for fair processes of tender.
2. The current version of the Articles lodged at Companies House does not allow for such exceptional payments without notification of CH.

 

None of these versions do:

 

The three versions for comparison:

[Click image to enlarge]

1. the November 2013 version on Companies House;

2. the December 2014 version on Companies House which superseded the November 2013 version;

3. the version uploaded to the MEA's site a couple of days ago, which Neil Riley says is the correct 2014 version, and that the previous version they had on the site [from March 2019 until around 4 December 2024] was not the correct 2014 version and that "The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version."

But Companies House does not contain a 2014 version with the extended "Allowed payments" text - only the middle version. So he is mistaken. What he appears to have caused to be posted on the site and which he is claiming to be the correct and current 2014 version appears to be an iteration of the 2013 version.

 

https://twitter.com/user/status/1869393337805107666


PeterW
@mediumwhite

Really grateful for people looking at the ME Association's Articles of Association on Companies House and other sites and helping to work through the issues. For reference, here is the information which the Charity Commission sent to me. Grateful for your thoughts...

 

So my reading of the first and third versions is that directors can be paid for services under section (a). 'Normal charitable trustee' duties are not payable but a director/trustee might be paid for services beyond their trustee duties. There is no need to invoke section (d) so nothing needs to be 'exceptional' or relayed to CH.

The second version does not include the same section (a) so using that version these aspects would need to be invoked. The wording cannot really be interpreted as allowing anything along the lines of section (a) since anything other than petty cash and insurance would be exceptional.

Riley's response at AGM appears to be based on the assumption that version 3 was in force and that payments for services under (a) did not come under 'other' or exceptional.

It seems that Riley needs to make an apology and recognise that Companies House do not hold what he thinks they hold and that strictly speaking the payments were not legitimate at the time. The lack of the right document at Companies House might have been a simple mistake but it appears to have been an active change from the 2013 version, presumably for a reason.

Apart from all of this it does seem worrying that directors should be paid for services that as far as one can see could be put out to fair tender.

 

And it really is quite telling that MEA is coming out so strongly and forcefully against concerns raised by pwME. Where's that aggressive energy when it comes to the NHS "specialist services", or BACME, or Cochrane, or the repeated attempts to undermine the NICE guideline, or the NHS hospitals allowing pwME to suffer from malnutrition?

 

How many names are on that petition now

1410 it seems

 

Apparently mr Riley decided to throw a grenade (figuratively). Could he not just have contacted Peter first?

Also that money from ME patients is being used to involve lawyers against an ME patient asking sensible questions, is an interesting choice…

 

https://www.russell-cooke.co.uk/med...association-fit-for-purpose-november-2015.pdf

Are your Memorandum and Articles of Association fit for purpose?

Trustee payments: Under the Companies Act 2011, trustees are able to benefit from additional provisions which will enable them to be paid for services or goods which they supply to the charity. A charity will only be able to benefit from these provisions if the current Memorandum does not contain a prohibition on all payments to trustees. Many older Memorandums do contain such prohibitions and so a change to the Memorandum would be required if a charity wished to pay trustees for providing goods or services. A trustee cannot be paid simply for acting as a trustee.

...Filing requirements at Companies House and the Charity Commission When the special resolution has been passed to amend the Memorandum and/or the Articles of Association you are required to file a new copy of the Articles at Companies House. Once Companies House has updated its register you must notify the Charity Commission of the changes by using their online form.​

So if the Articles published on the MEA's site between 2019 to at least 4 December 2024 had contained a prohibition - that document has been taken off line in the midst of a debacle over payments to trustees and we are told that it was "the wrong document". In its place is uploaded a document which appears to be an adaptation of the long superseded 2013 Articles, but we are told this new document is the "correct document". I wonder what Companies House would think?

 

Any further nonsense about remarks being actionable should elicit a reference to Arkell v. Pressdram.

Hopefully the current regime has now gone too far to survive. This increasingly poor management has been a terrible drain on community energies ever since the PROMs study, but the situation has now become simply absurd.

 

As Neil is a lawyer, maybe they could pay him to carry out the work?

He does not like people questioning his authority, does he.

 

What’s the plan for the ME Association? They’ve clearly shown they aren’t willing to change.

But they aren’t too friendly to the GET crowd. I mean anyone completely brainwashed by the “anti-recovery activist” narrative is going to see the ME Association as part of the “biomedical side”.

And most people on the biomedical side now don’t take the ME Association seriously because of the drama and unwillingness to listen.

I doubt there is much middle ground?
Where do they expect to get their future funding from? Who do they expect to represent? I’m a little lost at what their strategy is.

Is this a case of Riley clinging on to power being more important to him than the success of the organisation?

 

I suspect their ME politically unaware fans on MEA Facebook will keep them afloat.