United Kingdom: ME Association governance issues

A long time ago .... ?

 

Absolutely. But apparently there is no legal requirement to date them.

Some of their Mem & Arts and AoAs have been dated. I have a February 2007 version which is dated.

But the 2013 and 2014 versions aren't (although the signed resolution cover pages which accompany these amended documents on Companies House are, themselves, dated but the Articles as posted on MEA's site do not include the dated resolution documents.

 

It's surprising he seems unable to parse a straightforward governing document, then.

The whole saga's depressing. Not that a mistake was made, anyone can f*ck up, but that instead of own-it-and-apologise they react like this.

 

At least one person has written to the MEA regarding their use of a version of the company's governing document which is not the current Articles, as lodged with Companies House and the Charity Commission (which was passed by Special Resolution at a General Meeting of the ME Association on 18 November 2014 and stamped by Companies House on 28 November 2014).


Articles of Association: Version 18 November 2014: https://dxrevisionwatch.com/wp-content/uploads/2024/12/companies_house_document.pdf

Companies House listing: Filing History, page 2, 04 Dec 2014: Resolution of adoption of Articles of Association

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

 

That, more than anything, spells out that this organization is not worth supporting. They've become complacent and entirely focused on simply continuing to exist without bothering to do anything that the community needs. This community needs fighters, not feckless boredocrats.

Also it does highlight the potential problems with having a single charity uniting the whole community, if it fell the same way, but at least right now there are alternatives. For sure not a single cent or effort from the patient community should go to them, especially with much better alternatives to go by. Ironically they seem to be sort of repeating the mistakes of AfME over PACE and involving the likes of Crawley.

Especially given how problematic the first document published about the upcoming plan from the government is littered with BPS junk, even though the problem is literally this garbage.

 

I have emailed Companies House today with enquiries following the statement issued on 17 December by the MEA's Chair of Trustees concerning the Association's governing document:


To: enquiries@companieshouse.gov.uk

Subject: Enquiry regarding Articles of Association and THE MYALGIC ENCEPHALOPATHY ASSOCIATION LIMITED


Dear Sir or Madam,

I have an enquiry regarding this registered charity:

THE MYALGIC ENCEPHALOPATHY ASSOCIATION LIMITED
Company number 02361986

Registered office address
Unit 7 Apollo Office Court, Radclive Road Gawcott, Buckingham, Buckinghamshire, MK18 4DF
Company type: Private Limited Company by guarantee without share capital use of 'Limited' exemption


My query concerns the company’s Articles of Association.

On 17 December, the Association’s Chairman of Trustees, Mr Neil Harrison Riley, published a statement on the Association’s website on behalf of the Board of Trustees [1].

In this statement, Mr Riley stated that a review of the original Articles had been carried out in 2013 and a number of amendments were made; that the version of the Articles appearing on their website was not the correct version and had been taken down and replaced with the correct 2014 version.

However, from May 2019 until at least 4 December 2024, the version of the Articles on the Association’s website has been the version dated 18 November 2014, which is understood to be the current Articles. This has been replaced with a document that appears to be an adaptation of the 19 November 2013 Articles [2].

It is a matter of public concern that this replacement document includes under “Allowed payments” at Clause 28, text that is almost identical to the text of Clause 28, as it had stood in the previous Articles (adopted 19 November 2013), and does not reflect the changes to Clause 28 which were adopted by Special Resolution for the 18 November 2014 Articles.

My understanding is that no Resolutions have been passed which would result in adoption of new Articles since the 18 November 2014 Articles.

I should be grateful if you could confirm:

a) that the 18 November 2014 Articles recorded in the Association’s Filing History are the current Articles.

b) that no changes to the text of Clause 28 “Allowed payments” have been approved since the 18 November 2014 Articles were adopted.​

1 ME Association Board of Trustees statement, 17 December 2024:
https://meassociation.org.uk/2024/12/mea-statement-regarding-articles-of-association/

2 Copy of the document the Association has replaced the 18 November 2014 Articles with:
https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf

Yours sincerely,

Susan Chapman

Address etc.

 

And how many members do they say they have?

 

I may have missed this but when the 2014 Articles version was adopted by Special Resolution was the change in section 28 we have seen the only change and therefore only purpose of this special resolution or was it part of a wider re-drafting?

I ask because if it was part of a wider re-drafting it is conceivable, although unlikely, that the 2014 version omitted item (a) in a transcription error and omission was never intended. If this was the only change that is not possible.

The default assumption is that some time in 2014 a decision was made that no payments should be made to officers other than the specific types in the other sections and 'exceptions' requiring notification of Companies House or CC. If this decision was motivated enough to make a single change in Articles then going against it would appear to be a significant breach of agreed policy.

 

5k

 

There are some changes to the following clauses (there may be others I have missed):

Objects of the Company
3

Use of income and property
4

Winding up or dissolution of the company
5.

The Resolution sheet is at the beginning of the 2014 document

 

Indeed.

Also, not an omission but an amendment the association members voted on and approved. (Even if it would have been just the one change I expect it to be legally binding b/c of that.)

 

I am not seeing much change other than a 'rationalisation' of allowed payment text (includes item 4) that includes cutting out payments for services.

 

Arvo, have you spotted any other differences between the 2013 Articles and the 2014 Articles other than to the wording of clauses 3, 4 and 5, and 28?

Below is the Special Resolution sheet that is attached to the 2014 Articles:





Do we have a report of the 2014 General Meeting? I've not been able to find one in the MEA's archives. I have got the report of the 2013 EGM and AGM Meetings, at which two Resolutions for changes to two clauses were passed.

 

There are small changes to clauses 3 and 5 as well as 4.

 

So, the plot thickens;

https://twitter.com/user/status/1869810727764275219


I'm not even sure what any of this means now. They've tied themselves in such knots and are showing their utter unsuitability to be charity trustees.

ETA: How can they not know for 10 years(!) that the articles lodged with CH/CC are not what they thought they were? If nothing else, a paid CEO and regularly renewed Board of Trustees would have ensured that they were clear what their articles actually were and were appropriate.

This whole thing just blows my mind.

 

What a bunch of monkeys.

Where he says "a copy of the pre-2013 Articles was sent in by error" does he mean a draft of the 2013 had been sent in instead of a draft of the 2014?

Or does he mean the 2007 Articles were sent in by error? I can't think he means the 2007 as they are quite different and the clauses are differently numbered.

He cannot even explain their cock-ups with clarity.

 

Your guess is as good as mine, and by the looks of it, his too..

 

It isn't the draft of 2013 because we have seen that and it has a section (a) for payments for services.

I am assuming that 2007 was the last prior official version.

The 2014 version at Companies House might be a new version with a deletion or an older version that was added to in 2013. There might be a way to deduce that although I cannot work out how as yet.

Was the 2013 version more liberal with allowing payments to directors for services in response to some government liberalisation of the rules in 2011?

 

Whichever versions were lodged where or when, it would seem from Neil Reiley’s more recent email cited above saying "Yes, we are now aware of the discrepancy. It appears that a copy of the pre-2013 Articles was sent in by error to Companies House. I am writing to them to get the error corrected." means that in his previous proclamation with a veiled threat of legal action “The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version.” … “The MEA repeats that no illegal payments have been made to Trustees. Any accusations of dishonesty are totally wrong. Any repeat or reposting of such allegations by anyone that the charity has not complied with its legal obligations will be actionable.” the chairman in an official statement on behalf of the charity said things that were untrue.

I look forward to him correcting his false statement and apologising to those implicitly threatened with legal action as there were grounds for people be concerned about the conduct of the board given both the MEA website hosted an apparently incorrect version of the Articles as well as the Charities Commission and Companies House having been provided an apparently incorrect version of the Articles.

I have no reason to suspect the Trustees did anything unlawful, but given the multiple confusions the Association has created over which version of the Articles is actually current makes it very difficult for an external observer to know if the board did or did not act in accordance with the Society’s Articles making it unreasonable to threaten anyone who drew a conclusion that they did not.

 

My next thought is that it doesn't make much sense to go to the effort to change and re-file Articles in 2014 if the result is more or less exactly the same as the 2013 Articles, with citation of a different Act (unless that is another newer change).