United Kingdom: ME Association governance issues

They need a company secretary who would be accountable for this type of task. It's not essential for a charity to have a company secretary and it can be either a trustee or a member of staff, or other individual. But someone needs to be appointed to deal with this type of responsibility.

If my response from the CH is vague and does not tie up with what the MEA is telling us I will ask if CH can look closely into this.

 

Quite likely.

 

The MEAss is making it muddy, but I think the issue is still actually pretty straightforward.

The AoA that is officially registered as their current edition, superceding one from a year earlier, and which was up on their own website until a couple of days ago, does not allow these payments.

It is up to the MEAss to solidly prove that these were somehow not correct, and so far they haven't.

 

I was willing to give them some space to clear it, but with the third different version of "what actually happened was..." without any solid substantiation.

 

Yes, the 2013 version, as published on Companies House, does have "2000 Charity Act" and the version uploaded to the ME's site, following Riley's taking down of the 2014 version, has "Trustee Act 2000".

(There has subsequently been a Charities Act 2011 and 2022. But I don't think the Trustee Act 2000 has been updated.)


Image 1 November 2013 as adopted by Companies House.
Image 2 December 2014 as adopted by Companied House.
Image 3 The document that has been posted on the MEA's site to replace the 2014 document.

 

Thank you for the succinct summary - I was becoming confused

 

I would have thought that Companies House accepts and ratifies in good faith what it is sent and what the charity has signed off on. If a charity is lax enough to have sent the wrong document 10 years ago and only just realised, well tough!

And they can't just stick a slightly revised version of the 2013 version up on line and call it the current 2014 Articles if it's not been adopted.

But we shall see...

 

Surely the whole point of documents being lodged with CH and the CC is to prevent the re-writing of history and changing things when circumstances mean a board doesn’t want to be bound by what was previously agreed?

And importantly, board members are collectively responsible for the charity.

From the gov guidelines on being a trustee;

Don’t forget - all trustees remain jointly responsible for the charity. For example, all trustees share responsibility for finances (not just the treasurer).

https://www.gov.uk/guidance/charity-trustee-whats-involved

 

Absolutely.

Yep. They are all legally responsible.

If I can't get a cogent response by email from CH, I'll ask to speak to someone.

 

https://www.bdbpitmans.com/news/filed-or-not-filed-which-articles-are-the-true-articles/

Filed or not filed: which articles are the true articles?

Might have relevance.

Edited to add: I don't want to breach copyright of a law firm, so not posting in full.

 

This is undated in the FAQ’s


the FAQs also contain hyperlinks to the AOAs (version I saw had the “permission of CC” included 28 c

 

Got a link, MrMagoo?

Edited to add: https://meassociation.org.uk/about-the-mea/policies-and-documents/

 

So the key question is which duly constituted general meeting was the most recent to amend the articles of association, what do the minutes of that meeting say and which version of the articles is based on the decisions made at that meeting. This version of the articles is the correct/current one.

If the version held by the charity commission differs to that it is invalid, and questions need to be answered by trustees.

 

We know which copy the CH has, but we don't know which copy the CC has as they don't publish it but list it as amended 18/11/2014.

As far as I am aware, there has been no general meeting for special resolutions since the 18 November 2014 meeting for which I've posted the resolution blurb which is attached to the CH's copy of the 2014 Articles.

See post https://www.s4me.info/threads/united-kingdom-me-association-news.19070/page-50#post-573508

I've had another look but I cannot find a summary of the general meeting held on 18 November 2014, only the summary of the AGM and EGM in 2013 for the resolutions which resulted in the November 2013 version being adopted. The site is dreadful for finding meeting summaries and board meeting summaries.

 

https://meassociation.org.uk/about-the-mea/policies-and-documents/

Following upon the 2024 AGM, we thought that you would find it useful to have our replies to the many questions that were raised before, during and after the meeting. These are listed by subject matter. They will be added to when needed.

Governance

Question:
Will you be changing the Articles of Association to reflect the Charity Governance Code?

Answer:
We are committed to undertaking a comprehensive review of our current Articles. That review will look at the Code, the Charity Commission’s Model Articles and any other source of good practice. To this end we shall consult widely and transparently including recruiting an independent charity governance professional to advise the charity. We have the same aspiration of all our members, namely, to ensure that the ME Association is run to the highest standards and continues in its charitable mission.


General AGM questions

Question:
Where is the Chairman’s Report for 2024 and why was the AGM not open to the public?

Answer:
The report will be written after the end of 2024 in order that events during the whole year, such as the recent AGM, can be included. In the previous year we did prepare a Statement that was ready for the AGM in December of that year. But, on reflection, we think publishing the 2024 Statement early in the new year is the best route to take.

As to the AGM, this is an occasion for the membership to hear about the work of their charity and question the trustees. There is no requirement for the charity to have an AGM but the trustees believe it is useful to our members. It is very simple to join the charity and therefore attend the AGM. Information regarding the holding of our AGM has always been given in the charity’s magazine.


Service Contracts with Trustees

Question:
People have said that you have contracted out services to trustees without the consent of the Charity Commission and that the payments are illegal. Is that true?

Answer:
No. That is entirely wrong. The allegation has no foundation.

Our Articles permit the charity to enter a contract with a trustee to provide services to the charity. This is a common occurrence with charities. Many do this and the Charity Commission recognises the value of such arrangements to charities. There are strict rules for this laid down by the Charity Commission, including provisions covering conflict of interest. Those rules, which appear both in our Articles and in the Charity Commissions requirements, have been fully complied with.

Please note that the ME Association does not employ a Director of Communications and that contracts issued in respect of either Campaigns or IT systems comply with our Articles and follow Charity Commission regulations.


Trustees

Question:
Why are there four trustees that have been on the Board of the charity for more than 10 years?

Answer:
Because they have been re-elected by the membership over the years. The members recognised the hard work and their passionate commitment to the ME community. The trustees have grown the charity, making it a bigger, better organisation. There has, over the years, been a steady turnover of trustees with new trustees taking the place of those that have left. All trustees have to be elected by the members and it is their decision whether to elect or re-elect.

Our charity’s rules allow for up to 8 trustees and we only have 6 at the moment. Members or those who would like to become members, please come forward and apply to join us. We are open to applications to supplement the tremendous capability and experience we have across legal, information technology, marketing and communications, medical, scientific and business. With your experience of life, the willingness and ability to work each day within our team and those professional skills that you’ve acquired, but above all, bring your passion to improve the lives of people with ME. We are sure you will enjoy the role. Contact us to apply.

 

Where it starts to look like you're paying your trustees to do the essential work of running the company?

For what it's worth, an organisation the size of MEA will often contract out its IT. There's neither the need nor the money to employ a systems admin directly, not even part time. Given that, and the fact the amounts paid were modest and included equipment as well as fees, MEA's relationship with David Allen's company doesn't necessarily ring alarm bells. The fact that he's also Deputy Chair might be more concerning.

PR is in a different category, as it makes up so much of what a charity like MEA does. Relationships, profile, influence. Contracting out a particular campaign to a specialist still isn't unusual, but as it's related to core activities carried out by staff, it's a greyer area. The sums of money could do with explanation: is it all professional fees? If so, it must be a significant part of the charity's annual budget and that doesn't look good. Or does it include subcontractor costs, like the creation of design assets, purchase of advertising space, or other services? That changes the picture, but still doesn't look great—for transparency's sake costs like that ought to go through the purchase ledger.

 

It's annoying that the Resolutions cover sheet and signature from the then Company Secretary that is posted on CH, along with the 2014 version of the Articles, does not set out what the resolutions were which were passed at the November 2014 general meeting.

 

Thank you @Dx Revision Watch for putting all this work in to try to establish what that actual situation is.

(Not a totally serious point, so it is then also possible that Companies House and the Charities Commission don’t have the same version of the articles.)

 

Thanks to Arvo, too.

The most recent version on Companies House is the 2014 version:
https://dxrevisionwatch.com/wp-content/uploads/2024/12/companies_house_document.pdf

It was this document (minus the Resolutions cover page) that the MEA had had on their site from at least early 2019 until Riley took it down a few days ago.

So yes, Companies House has the November 2013 version which was superseded by the 2014 version.

What the CC has, I don't know as you can't download a copy from the CC site. All it says is:

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

​

it does not mention the 2013 version which is up on Companies House Filing History page 2. I don't know why. It also does not mention the 2007 version.

The version now up on the MEA's site has a 2013 date in the PDF file path and looks to be a slightly modified version of the 2013 version. This is the "correct 2014" version according to Riley.

 

Managed to find a summary (not minutes) of the 2013 AGM noting the changes to the articles on the MEA website (don't think this has been shared here before, sorry if it has), but can't seem to find anything in the web archive for 2014 as yet;

http://meassociation.org.uk/2013/11...gs-ramsay-research-fund-update-november-2013/