United Kingdom: ME Association governance issues

Discussion in 'Organisations relevant to ME/CFS and Long Covid' started by JohnTheJack, Oct 6, 2021.

  1. Arvo

    Arvo Senior Member (Voting Rights)

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    Lucibee pointed out to me that the Trustee Act 2000 actually is the correct Act to refer to. So the 2000 Charity Act was a mistake in the accepted Nov 2013 AoA

    Trustee Act 2000 - Wikipedia

    So now I wonder if the PDF that is currently put up was dated 5 Dec 2013 because that was corrected in the AoA document.
     
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  2. Fainbrog

    Fainbrog Senior Member (Voting Rights)

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    I suspect they still hope they can ride it out.

    Seeing the gushing comments on the Xmas card on FB, there are still many who aren’t aware of the shambles that is going on in the background and will support them unwaveringly, especially if they censor unsupportive posts there.

    They will be happy being rid of a handful of disaffected agitators who can’t attend their next AGM or be part of elections.
     
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  3. Dx Revision Watch

    Dx Revision Watch Senior Member (Voting Rights)

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    https://www.gov.uk/government/publi...le-companies-changing-your-governing-document

    Changes that allow benefits to trustees, members, and people or organisations connected to them


    The law allows certain payments and benefits to trustees, such as for:

    • their reasonable and legitimate expenses
    • providing goods and/or services in some circumstances
    • trustee indemnity insurance
    If your governing document has a clause that prevents the benefits that are allowed by law, you can amend it to remove the clause.

    You do not need the Commission’s authority to do this unless there is a conflict of interest you cannot manage, such as when:

    • the only members of your charity are its trustees, or
    • there are not enough members who are not also trustees to vote on the change
    You must have Commission authority to make changes to your governing document that would allow benefits other than the above to trustees, members and people or organisations connected to them (‘connected persons’).

    For example, to add a new or amend an existing clause that allows your charity to:

    • pay a trustee for doing their trustee role
    • employ a trustee, member or connected person
    • pay (or increase) interest to a trustee on a loan they provide to the charity
    It is possible to add or amend a clause that says a benefit would only be allowed with the Commission’s authority. You must have the Commission’s authority to add or amend this type of clause.

    It is also possible to add or amend a clause that allows benefits to people or organisations that do not fall in the category of ‘connected persons’ as defined in charity law. You will need the Commission’s authority if, when you decide to make these changes, there is a conflict of interest that you cannot manage.

    Seek professional advice if you’re unsure about the right steps to follow or if you’re unsure whether someone is a connected person.

    Be aware that some charities must report payments to trustees, members, and people or organisations connected to them in their accounts and annual return, which becomes publicly available information.

    Before you make changes, you should read our guidance about:

    Ask the Commission to authorise these types of changes. The Commission will only give authority if we are satisfied it is in the best interests of your charity. You will need to explain why you are making the change, including:

    • what your governing document currently says about benefits
    • the factors you considered when you made your decision
    • how you have managed the conflict of interest
     
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  4. Arvo

    Arvo Senior Member (Voting Rights)

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    It's so strange that they say this, as I can't see how that is true.
    They uploaded the defunct November 2013 AoA. The replacement Nov 2014 AoA is very clear: three sections to Article 28, only section (c) applies and they did not adhere to those conditions if you look at the Charity Committee letter.

    Nov14 AoA was registered at Companies House on 4 December 2014, and the accompanying note by the MEAss secretary clearly states that this is the document the Association voted on and approved.

    You can't just add sections from old AoA's after voting and say that is the "full version" of your AoA.
     
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  5. Robert 1973

    Robert 1973 Senior Member (Voting Rights)

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    I would be very surprised if they have paid for legal advice at this stage. If a lawyer was employed to write that statement, they should ask for a refund.

    If the situation is not resolved, it is interesting to consider whether the Trustees would be permitted to use charity funds to defend themselves against any accusations of wrongdoing. I have no expertise but my guess is that in such circumstances they might need to satisfy the Charities Commission that any such expenditure would be in the best interests of the charity as whole.
     
    Last edited: Dec 18, 2024
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  6. Arvo

    Arvo Senior Member (Voting Rights)

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    No, but before November 2014 it would have been allowed under Article 28 section (a) of the Nov '13 AoA to make "Reasonable and proper payment to any officer or servant or director of the company for any services to the company", under certain conditions.

    I think it would still have been debatable if hiring the private companies of directors fell under section (a), but since November 2014 that is a moot point, as the Nov13 AoA clause a was no longer in function.

    I'm just gobsmacked that MEAss apparently is trying to make the point that their old AoA is actually the "full version" of the replacement, current one.
     
    Last edited: Dec 18, 2024
  7. Dx Revision Watch

    Dx Revision Watch Senior Member (Voting Rights)

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    I know. I really don't understand what they think they are up to. And how convenient that they've only just decided that the 2014 document that has been on their site since at least May 2019 was not the "correct" document and needed to be replaced by with "correct" document (when it appears to date from 2013 and does not correlate with the current Articles on Companies House).

    Even if they had been permitted to make changes to an existing current Articles without permission, then surely they would still need to lodge an amended document with Companies House?
     
  8. Dx Revision Watch

    Dx Revision Watch Senior Member (Voting Rights)

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    And what do you suppose Riley means by "the current" 2014 version and what does he mean by the "full version" where he says:

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

    None of what he says is logical.
     
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  9. Arvo

    Arvo Senior Member (Voting Rights)

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    Yes, I'd say so too.
    If dutch law corresponds to the UK ones (and it seems to), they need to adhere to the fact that they are a charity AND an association. (So e.g. not a foundation.)

    So it seems likely that one who is absolutely making the final decision on such changes are the members.

    And indeed, the gov website you linked says:

    And I expect that change should have been then registered at Companies House as the current AoA.
    (As MEA claims the 2014-but-actually-2013 AoA was registered with CH in 2014, that means it should have been registered in the last three weeks of 2014, after the Dec 8 registration of the Nov14 replacement AoA.)
     
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  10. Dx Revision Watch

    Dx Revision Watch Senior Member (Voting Rights)

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    Last edited: Dec 18, 2024
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  11. Arvo

    Arvo Senior Member (Voting Rights)

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    I can't see into his head, so what he truly means is a mystery.

    To me it appears like he either did some creative explaining so he [edited to add: and the other trustees]would not have to face the fact that he messed up when allowing big payments to director's companies in 2023 (and 2022 I think), we've seen the past weeks that quite some MEAss effort seems to go in Making Sure Riley Is Not Wrong.

    Or he's just honestly lost in this and thinks it works that way.

    (Or, always an option to keep open, I'm missing something.)

    He does seem to be competing in a competition to step on as many lawn rakes as possible the last weeks.

    The thing is, if they had immediately said: "Argh, we make a mistake, we should never have done this, we honestly thought we were operating within the AoA." then I might have understood it. Or if they had given a solid explanation.

    But it's the avoiding of Peter White's questions and then chest-pounding, info juggling and threatening in the statement that makes this so problematic for me.
     
    Last edited: Dec 18, 2024
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  12. Dx Revision Watch

    Dx Revision Watch Senior Member (Voting Rights)

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    It ought to be a legal requirement that all Articles carry the date (not just the page(s) of resolutions that are sent with an updated/amended document to Companies House).
     
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  13. Peter Trewhitt

    Peter Trewhitt Senior Member (Voting Rights)

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    We are definitely seeing over the last six months or longer, on the part of the MEA, disrespect for people with ME and now their own constitution/articles of association. Upholding the current board’s power/prestige seems more important than getting things right.
     
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  14. Arvo

    Arvo Senior Member (Voting Rights)

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    Could you add a link for findability?

    Pans out with the date given in the communication to the Companies House.
     
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  15. Arvo

    Arvo Senior Member (Voting Rights)

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    From the Nov14 AoA, Alteration of the articles.

    They can only be changed by special resolution passed at a member meeting, and those regarding direction or restriction of money use (like Article 28) can only be changed with the Charity Commission's prior written approval.


    Schermafbeelding 2024-12-18 195454.png
     
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  16. Arvo

    Arvo Senior Member (Voting Rights)

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    Same as in Nov13AoA.

    And now I'm really stopping as I'm crashing out.
     
  17. MrMagoo

    MrMagoo Senior Member (Voting Rights)

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    Neil Riley is a lawyer
     
  18. Robert 1973

    Robert 1973 Senior Member (Voting Rights)

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    It seems bonkers that it isn’t. Maybe it is just so obviously good practice, particularly when making an amendment, that it was overlooked when the Act was written. Imagine revising a will without dating it or stating which document it was replacing.
     
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  19. Dx Revision Watch

    Dx Revision Watch Senior Member (Voting Rights)

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    To the best of my knowledge, there have been no special resolutions passed since the 18 November 2014 General Meeting resolution.
     
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  20. MrMagoo

    MrMagoo Senior Member (Voting Rights)

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    The wording is a bit Weasel words.

    “the charities commission “accepts” the current version.
     

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