United Kingdom: ME Association governance issues

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Yes, we have the summary of the 2013 AGM and EGM. And the September 2013 board meeting summary which mentions the forthcoming AGM and EGM. But thanks for looking. Will be delighted if you do find a summary of the 2014 general meeting.

 

Doesn’t seem to exist. No meeting info seems to have been shared since the 2013 meeting from what I could see.

My brain and body is mush now, am logging off here and Twitter for a bit.

Am hugely resentful of the MEA causing a bunch of really sick people that they suggest they represent the (best?) interests and understand the illness of, to use precious energy figuring out what the board of trustees have done. They should be ashamed of themselves, yet they will probably blame us for being pesky troublemakers that should know our place.

Thanks to everyone for input on this. Over and out for a while.

 

O, hello there, Summaries of our AGM, EGM and Board of Trustees meetings + Ramsay Research Fund update | November 2013 - The ME Association

(I can't dive into it, but the Articles up for vote on 19 November 2013. Thought you might like to puzzle on these. The AoA of 2007's Articles on income and property and allowed payments were Articles 5 and 6. When did Article 4 and 28 get created?)

 

A clue that the version of Article 28 from the defunct AoA-Nov 13 in CH archives, which section (a) MEAss now claims is current & from AoANov2014, probably pre-dates 2013. (Because present in CH registration of this AoA, but not changed at the EGM.)

 

This has been my experience. If you search the MEA's site, it isn't possible to find any summaries of meetings beyond 2013, other than some of the more recent meetings and I have not been able to find copies of them on Wayback, either. I think there must have been a period of some years when the board did not post summaries of their meetings or if they did, the archives for that period have not been uploaded to the new platform. They have changed their hosting several times over the years.

 

As there were apparently no new Articles adopted between 2007 and 2013, I assume that the entire document was re-ordered for the 2013 Articles and some clauses were re-numbered.

Without the notice for the 2013 EGM we can't tell how these changes were presented to the members in relation to the two corresponding clauses in the previous (presumably 2007) Articles.

 

Looks like I shall be writing again to CH next week.

Dear Customer,

Thank you for your email.

The last Articles of Association registered at Companies House were registered on 04/12/2024.

No further articles have been registered since then.

If you require any further assistance, please do not hesitate to contact us.

To get in touch you can email us at enquiries@companieshouse.gov.uk or call our Contact Centre on +44(0)303 1234 500
Alternatively please visit our website at https://www.gov.uk/government/organisations/companies-house

Yours faithfully,

[Redacted]
Companies House Contact Centre
enquiries@companieshouse.gov.uk​

 

Arvo,

From the first page of the 2013 Articles:




So a new model form and some specific amendments were being voted on which would account for changes in wording, re-ordering of clauses plus changes to two specific clauses.

 

In the context of my post immediately above, I am now wondering whether the block of text that constitutes Clause 28 in the 2014 Articles, as they stand on the CH's Filing History, may be a standard model form from the Companies Act 2006 of which the Association proposed in 2013 to adopt the major part.

The block of text that is Clause 28 in the 2014 Articles does not appear in exactly the same form in the 2001 Articles, or the 2005 Articles or the 2007 Articles. It is conceivable that when the 2014 Articles were being drafted, the drafter failed to replace the standard model form with their specific text for Clause 28.

 

What still puzzles me is why there seems to have been a deliberate effort to re-write the Articles in 2014 and yet we are being told that the result was something almost identical to the 2013 ones at CH. Why was there a need to file new Articles? And if everything else was pretty much the same and presumably just pasted across why was clause 28 not done the same way?

 

Because they haven’t a clue what they’re doing. Hope that helps.

 

There are a few differences between 2013 and 2014 but the major part of a standard form was being used, plus some specific changes, for 2013. Possibly an early 2013 draft had been worked on for the 2014 draft which hadn't at that point included the changes to clause 28.

 

It's been pointed out to me that for the 2013 Articles, the two specific changes were to clause 24 and 29 (which could be a typo). There may still be a copy of the standard form that was applicable in 2013 available to compare clause 29 in the 2013 version with clause 29 in the standard form. If there is no difference then maybe the EGM summary should have read "28".

 

It is possible. But why work on a new draft in 2014 at all - if bar the mistake it was as before? Clause 4 (which relates to 28) was also changed, with a simplification, just as clause 28 has a simplification in the 2014 CH version.

Is it possible that someone legal pointed out that the 2013 CH version of clause 28 varied from the standard model in a way that might be problematic, or indeed inconsistent with the law. The return to the simpler version of 28 in 2014 CH might have been designed to resolve that.

 

Possibly, but Riley would have been aware of any advice to revert to a simpler form for the 2014 Articles and that is not what Riley has said.

By the way, the fact that the resolutions for the 2013 Articles for two specific changes were said to be for clause 24 and clause 29 may mean that the clause for "Allowed Payments" in the model form was at clause 29 and the MEA's draft did not have the same number order for their final version. There is likely no obligation to retain the numbering in the model form. But without having sight of the actual wording being proposed, I can't tell whether what ended up as clause 28 was being voted for in the resolution.

 

Agreed.

But over a period of ten to twenty years it is remarkably easy to misremember some aspect of events and to proceed for years firmly of the view that things had happened differently and acting accordingly. That has happened to me and I only realised that I had built an entirely false history of things for myself when cross-examined in a US patent court. I was happy to then remember that I had unwittingly confabulated an entirely different scenario and openly admit my error.

 

It was 10 years ago, yes, but four of the current board members were board members 10 years ago and they have presumably discussed amongst themselves what explanation was going to be given in the 17th December statement. You would think that at least one out of the four might have recalled being advised to revise the content of the previous clause 28, had that been the case.

You've asked:

We have established that in addition to clause 28, there were minor changes to several other clauses for 2014.

The resolution sheet that accompanies the 2013 Articles states that the Board proposed to adopt the major part of the [new] model form plus some additional specific amendments but does not provide a copy of these. (We know from the EGM summary that these were given as Clause 24 and Clause 29 - but not what the proposals for these two clauses were.) So there were two reasons for redrafting in 2013:

a) to adopt the major part of the new model form and
b) make changes to two clauses.

For the 2005 Articles, there were 4 wording changes set out in detail.
For the 2007 Articles, there were 15 wording changes set out in detail.

This is from the resolutions sheet for the 2014 Articles. It does not mention any specific clauses.

(Note that the requirement for having a Memorandum and Articles of Association had been changed to only requiring Articles of Association.)

 

But these changes are supposed to be in a version that was 'incorrect' and not what was decided in 2014! If they do not appear in the 'real' decided version from 2014 why was there a need to convene a meeting? From what I can remember these changes do not appear in what is now supposed to be the 'correct' version. And the alternative explanation is that they belong to an 'older version'.

 

Indeed. And whilst I can’t keep up with all this what I can’t help noticing is that such questions would surely have been raised and documented if there were more functioning and regular reporting mechanisms

whether that be more regular open meetings so members have oversight and/or a structure where trustees did the role as idealised and were there fir scrutiny, and not making the decisions in the first place (doing the homework and marking it) and were regularly changed/assessed in relation to that role.

it wasn’t until I drilled down a while back on what Peter had said that I realised trustees we’re actually making decisions and writing the strategies rather than just as I assumed being the oversight mechanism. And that’s because the MEA is now pretty big with staff and so I never imagined the governance would be as it is which sounds not even ideal for a small entity doing just a few things fir a small constituency and trying to do the best without resources.

I’m conscious 2013/14 lies in the middle time period wise of this change from 2005-2024

but I think leaving the exact details others are having to scrabble round for (and MEA seem to be even more scrabbling on) these were the years 2022 and 2023 so it’s been going on for a number of years now and the fact they don’t have these answers to hand shows the back office governance stuff we assume isn’t matching with what even they have been looking to do at that point.

and I cant helping thinking this would have been spotted and not be where it is now scrabbling if it weren’t for the attitude of preventing transparency and seeing questions as ‘how dare you’

I also can't help thinking now of those time periods of recommended (3yrs at a time no more than 9yrs ever in total) vs actual lengths of people being in these roles (20yrs). And how this lack of turnover and mindset of lack of turnover has played into these phenomena. If it had been a separate board that didn't 'do the work' but scrutinised it this would have been picked up on, and if the turnover had been there then in 2022 someone would have asked what the regs were when they were being 'used' even if it hadn't been picked up in 2013/4.

Plus the turnover and transparency and change in attitude wouldn't have meant when people asked we had all this. They can be annoyed people are asking now, but it was choices not to introduce more transparent and regular meetings and updates that meant it has been left this long. Choices I can only assume were missed as options or decided against due to the culture of the board.

the whole thing is presenting a big circle of needing an overhaul. And attitude needs to be part of that too. It is steaming off certain individuals

it’s only Charles Shepherd carrying on and keeping calm that I think has distracted everyone from seeing that as who/what is behind it all. In this way (and in imagining money raised whilst pushing for the new guidelines might be spent on choices made that don't align with what people assumed from this the MEA were all about as values regarding pwme) the marketing and image isn't being honoured by the offering itself (marketing is orientation to customer needs not 'advertising')/is covering up what it is - and in a way thank goodness for Neil Riley's recent showing who he is communications, random as it seems. Because that trust has meant a lot of grace has been given to something we all realise isn't Charles-led.

And I think this baby out with the bath water issue absolutely needs to be guarded for but yes things can and should be better