United Kingdom: ME Association governance issues

I may be totally ignorant of charity admin but my thought is that contracting to provide services worth tens of thousands of pounds is not consistent with the spirit of being a trustee - who is someone who is there solely to ensure others are behaving in the interests of the organisation.

My worry is that in 2014 there was a deliberate action to prevent trustees from receiving payments for services, perhaps because of bad experiences. If that is the case then the board appears to have been acting in direct conflict with its own deliberate policy.

 

Yes, these are substantial sums. Peter White's response from the CC informs him that these contracts were not discussed with them. Which is why we would like clarity over what Clause 28 allows and what it does not under whatever governing document was legally relevant during 2022 and 2023 (which at the moment, the MEA seems disturbingly uncertain about).

 

Yes, trustees cannot usually be paid more than expenses which is why so many of have been looking at the Articles.

 

Yet in 2013 the MEA seemed to be happy to propose they could be paid for any services as long as they stood out for the contract decisions - and other technicalities of propriety.

 

Ah so Martine is the only person I can see who works in Ainsworth and Wells, and she has a PR background but her company was used to do campaigning work, and it was at arms length. She’s the director and the only shareholder.

And in 2014 and 2015 her company had only debts showing on their shortened accounts on companies house.

 

What "campaign work" cost £48000?

 

My understanding from this thread is:

There is a difference between general good practice and legal obligation. Legal obligation depends on what is said in a charities’ articles of association in the context of current laws, which makes which version of the MEA’s articles were in force when very relevant.

One option is that if a charity is making extra-ordinary payments to a trustee or their business the charity has to get prior permission from the Charities Commission, but again that depends on what is specified by their articles at that point in time.

 

From MEA's Report and Accounts for Year Ended 31 December 2023:




Trustee, David Allen, is currently the board's Deputy Chairman. This is his bio from the MEA's "Meet the Team" page:

https://meassociation.org.uk/mea-team/

• David has spent all his career working in Computing and Information Technology. He founded his own business in 1995 to provide IT services and support to Small and Medium Sized Enterprises (SMEs).
• In 2002 he was asked to take over and run IT services for the ME Association. In 2012 he became an Associate Trustee and in January 2023 he was appointed a Full Trustee and Deputy Chairman.

He is involved on an almost daily basis and is chairman of the Audit, Investment, and Risk Committee, advising and assisting on the financial and smooth running of the charity.

​

So David took over and ran IT services and support for the MEA in 2002 then became an Associate Trustee from 2012 to January 2023.

An Associate Trustee may attend as an observer or participate in committee and board meetings but does not take on the legal responsibilities of a full Trustee or have a vote and their name is not recorded as a Director on Companies House. The board currently has one Associate Trustee. It is often used as a way of giving someone interested in potentially becoming a Full Trustee experience in the day to day business of the board (and offers a means of determining whether they would be a "good fit").

10 years seems a long time to be an Associate Trustee. But David could not have joined the board as a Full Trustee if he were also a salaried member of staff or on a contract (I assume it was the latter, but I don't know on what basis his services were retained).

(For comparison, Dr Charles Shepherd could not serve as a Trustee if he were also being paid for his services as Medical Adviser.)

Then David became a Full Trustee/Director in January 2023 and in financial year ending December 2023, he invoiced the charity £8,948 (2022: £11,810) (inc VAT) for IT support and equipment.

So as an Associate Trustee he could presumably attend and contribute to board meetings whilst also providing an external IT service.

​

 

The payments for 2022 and 2023 to David Allen and Martine Ainsworth-Wells totalled nearly 70,000 pounds.

(See notes to the financial statements for 2022 and 2023 available at Companies House.)

Peter White also asked about payments to Richard Osman, who I understand was trustee until 2023.

 

I made an overview on Twitter with docs:

https://twitter.com/user/status/1869712398661378213


Threadreaderapp: https://threadreaderapp.com/thread/1869712398661378213.html

 

I'm too sick to do a full comparison (this stupid shit is making me crash, it keeps running in my mind though).

It would be interesting, but in essence it doesn't matter. This is a procedural issue imo.

MEAss now have to prove that the suddenly presented mystery doc with the date of 2013 in its title and the same content as defunct AoA-Nov13 is in fact the actual, real AoA-Nov14 instead of the identical AoANov14 present -signed and declared "a true copy" of the governing document voted on in November '14 by MEAssociation- in the Companies House Archives and on its own website (until around 12 December) as the current AoA.

And I wonder if even if this were true, procedurally, because they themselves would have filed the wrong information, the document filed at Companies House is still legally regarded as the current AoA until it is substituted by member vote for another.

Edited b/c I'm messing up sentence structure

 

I can’t follow this thread re the governance stuff as it’s a little bit complex for my aching head. But I get the general idea and I previously followed PW bringing up concerns. So good luck everyone working on that.

I dropped in to check on the current state of things with MEA’s communication problems with people with ME. I see as ever it’s not good.

Sounds like MR chairman is
still trolling & communicating aggressively. He’s gonna have to go.

The organisation is going to collapse isn’t it?

 

I was thinking about this business of charity trustees being awarded contracts for provision of services and equipment last night.

Where do you draw the line?

Imagine we have a hypothetical charity with 8 full board members. We'll call this charity "Integrity for ME".

Integrity for ME's trustees all have useful professional and business skills and some of them are directors of their own businesses. Let's say the board decides to award contracts to two of its board members. Their governing document allows this, the Charity Commission has been consulted and any relevant regulations under Company and Charity Law have been met. So it's all above board and tickety-boo.

But what if two more trustees are awarded contracts? If the two initial awards are legal, one presumes that two more trustees receiving payments for services or equipment would also be legal. If that is the case, what if all 8 trustees were being paid for services and equipment? Would that be OK or does there come a point when it's not OK? And how frequently could these trustees be awarded contracts?

So where do you draw the line?

 

I doubt it.

 

Regarding the reply to Lucibee:

This is now the third response to Peter White's questions, and they don't match among eachother and with the available info.

• Response 1 (at the meeting) was: focus on article 28 and the word "other". (Image from thread by Nicky proctor, see links in post #1037 above)

Note that Article 28 section (a) in defunct AoA-Nov13, which they now claim is part of AoA-Nov14, does not contain the word "other". So here Riley was referring to the section on exceptional cases that needed Charity Commission approval, which does contain the word "other".
​

• Response 2 was the statement: We had the wrong text as AoA-Nov 14 on our website, it is actually this text with a 2013 date in its title that we just uploaded that has the same content as defunct AoA-Nov13. Companies House has the correct and full version of these AoA which were registered in 2014.

• Resonse 3 is now: Hey, funny story, we actually also sent the wrong document that was on our website with a 2014 date in its title to Companies House. And this text is actually pre-2013. Also, despite the fact that this document was officially designated and signed by us as being "a true copy" of the document our members voted on and approved on 18 November 2014, we will now send an email and all will be fiiiiiine.

 

Will they roll on for a few more decades being shambolic and grumpy?

 

I also found another draft version of the Articles on archive.org that does contain the part-A payments-to-trustees wording (metadata has it created on 8/8/2013). The filename is "Draft-Articles-of-Association-for-approval-at-EGM-on-19-November-2013.doc" & the only significant difference between this version and the version currently on their website is the "2000 Charity Act"/"Trustee Act 2000" wording.

Also too ill to try to systematically make much sense of all this so just leaving it here. Also if anyone needs to compare two PDFs there is an automated tool to do that in Adobe Creative Suite, which is how I produced the images in this post.

 

I'm hoping Companies House will shed light on this.

I sent my email to Companies House prior to the response received by Lucibee from Neil Riley. But if I had seen Riley's response, I would have asked different questions - though it's now getting very muddy.

 

I can't do it myself (too sick and non-UK resident), but I hope people will write to the Charity Commission to request info.

Because following AoA-Nov13 and AoA-Nov14, Articles in an AoA that are about direction or restriction of money use (like Article 28) can only be changed with the Charity Commission's prior written approval.

Which means that the CC's archives should have records of those writen approvals for the AoA approved in November 2014 (and probably also the preceding one of November 2013.)

See:
https://www.s4me.info/threads/united-kingdom-me-association-news.19070/page-49#post-573194