United Kingdom: ME Association governance issues

Rank amateurs , sadly .
Glibly unaware of how much damage this does .

 

If this is the case, then is it worth writing to Companies House about it, on top of all the other stuff? I think it would help Companies House to understand the scale of what's going amiss in terms of the MEA not getting the independent scrutiny that it needs.

 

I have noticed that Neil has said several times, and it is also in the new Q&A section, that the MEA has no legal obligation to hold AGMs but that they just do it as a courtesy to the members. This is quite worrying, I will need to check with the articles which do specify notice periods for AGMs.

Does this mean that the chairman/trustees just see general meetings as necessary to agree such as the articles but not an essential part of running/overseeing the association?

[added - cross posted with several comments above, pointing this out. However it may not now be a legal requirement for a charity

“Does a Charity Have to Hold an AGM by Law? Holding an AGM is no longer a legal requirement in the Companies Act (for charitable companies) but, if you have an old constitution, it may still be in it. Even though it's no longer a legal requirement your charity will still be required to hold and AGM.” See https://www.charityexcellence.co.uk...o Hold an AGM by Law,required to hold and AGM.

however the MEA is also a limited company

“Do you have to hold an AGM? A public company must call an AGM each year within the period of six months beginning with the day following its accounting reference date. A private company is not required to hold an AGM, but it may choose to do so or it may have provisions in its articles of association that require it to do so”

So legally Neil may be correct.]

 

Have checked on the Articles of Association and the version that the MEA are saying is the current one in item 32 says they ‘must hold an annual general meeting’ (see https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf

So what they are saying about having no legal obligation to hold an AGM is at best ambiguous and at worst false. The association has now no external legal constraints forcing them to hold an AGM, and if a general meeting chose they could remove this obligation from the articles of association. However as this obligation is currently with in the articles the MEA does has a legal obligation to abide by its articles.

[sorry this has already been said above, am not managing to both keep up with the thread and check other sources]

 

This is the Q&A bit on the trustee contracts:

Note they do not answer the question they posed, is it true that you have contracted out services to trustees without the consent of the Charity Commission?
(Per the registered and uploaded AoA-Nov'14 these payments would be illegal unless they complied with Art 28 section (c). Also, if they did not have consent for the 2013 section (a) in 2013 and the 2014 amendments then these payments would be illegal as well.)

They sidestep the question if they actually had express written consent from the Charity Commission (CC) for these payments, either via written CC approval for the 2013 version of Article 28's section (a) in both AoA-Nov'14 and AoA-Nov'13 (approval for Article amendment), or written approval to make the payments under AoA-Nov'14 Article 28 section (c) (Article Adherence) - which we already know from CC correspondence they didn't have.

Spoiler: Per sentence analysis

The resistered AoA document and attached declaration signed by the ME Association, and the AoA documents uploaded and online for the past 6,5 years all say the Articles do not permit this. A reactively uploaded version of previous Articles of Association are not enough for this claim imo. The first basic thing that needs to be delivered is the written approval given specifically to the ME Association to make these payments, either via Article amendment or Article adherence.

Is it though? The CC clearly discourages this. But..if a charity does this, they'd have written approval given specifically to them to make these payments, either via Article amendment or Article adherence.

A repeat, and idem.

Yes. Which is why, if a charity does this, they'd have written approval given specifically to them to make these payments, either via Article amendment or Article adherence.

The "rules" are indeed present in both the current and former AoA: you may only change Articles regarding these payments after express written permission by the CC. And per the registered and until-two-weeks-ago uploaded AoA-Nov'14, the trustees have to comply with Art 28 section (c) and get specific written permission from the CC for such payments. The loose-flying AoA-Nov'13 copy that the ME Association claims are the 2014 AoA does indeed have a different Article 28 section (a), but it has not at all been solidly verified these are acceptable as the "real" AoA, and if they were, there would still have to be written approval from the CC that section (a) was allowed to be added in the first place and solid evidence -which has been completely absent so far- that this approval still stood for the 2014 version.

Only if you accept the 2013 AoA as the 2014 one -which I can see no grounds for so far, all public documentation present so far mismatches with that- and then still only if express written approval was given by the CC for that section.

The Charity Commission's info on their website is not the consent needed, the written approval is. So...where is it?

 

How is that, if both those texts are clear that you need to hold one if your AoA states it?


The ME Association still has an "old consitution".
Article 32 in their governing document, both the current AoA and the previous one (including the doc now up as AoA), says they have to hold one. They need to adhere to that, or, if they want to make it optional, amend the AoA where the ME Association is now apparently free to no longer put such a requirement in.

 

It seems like each time the MEA responds to clarify issues and to defend the trustees actions, I feel less confidence in them.

 

The sections you quoted are interesting and relevant. I don't think that CH will change its registration by accepting the 2013 document as the 2014 AoA in good faith rather than demand documentary proof. The sections you quote are about record keeping at the company itself, but this is a matter of registration, which, based on some legal blogs, falls under Chapter 35 of the Companies Act 2006 sections 1095-1095 regarding Correction or removal of material on the register. These recently have been amended and have been partially assimilated into the Economic Crime and Corporate Transparency Act 2023, where they are under sections 79-87 regarding Promoting the integrity of the register.

I already looked at this a bit earlier:

Again, I am no expert on this at all, maybe I am completely mistaken, but I would be seriously surprised if Companies House would just "retroactively" change the registration of the Articles of Association on the ME Association's request. Like Fainbrog stated earlier:

 

What I find extra gobsmacking about it, is that this was so easy to avoid by the ME Association.

By making sure their statements were checked and correct, contacting the Charity Commission immediately to help them sort this out, providing solid documentation and treating members with respect and understanding, they could have prevented that.

 

Yesterday, I asked Companies House to provide answers to the two questions in the email below. (I have not mentioned that I am aware that Neil Riley has stated that they had already been in touch with Companies House and are now completing the forms to have the Articles changed in Companies House records.)


By email, 29 December 2024.

Dear [Redacted],

Re: THE MYALGIC ENCEPHALOPATHY ASSOCIATION LIMITED Company number 02361986

Thank you for confirming that the current Articles of Association for the company and charity above were adopted on 18/11/2014, delivered to you on 28/11/2014 and accepted on 04/12/2014. Now that you have confirmed that information I have some additional questions regarding the Articles.

On 17 December, the company’s Chairman, Mr Neil Harrison Riley, published a statement on the charity’s website on behalf of the Board [1]. In this statement and in other communications, Mr Riley has stated that back in November 2014, following adoption of a Special Resolution, the wrong document had been sent in error to Companies House for registration and that this document has now been replaced on the company’s website with the “correct version of the 2014 Articles” [2].

This has created considerable confusion for the company’s members and also for the wider public that uses the company’s website as a source of information.

The Articles which the company is now saying are the “correct 2014 Articles” differ at Article 28 Allowed payments from the provisions within Article 28 Allowed payments in the 2014 Articles, as filed with Companies House over ten years ago.

It is important for the company’s members and the wider public to understand which set of Articles were legally applicable for the period 18 November 2014 to December 2024.

I should be pleased, therefore, if you could clarify the following:

a) If a company and charity files a document with Companies House following adoption of amendments to its Articles via Special Resolution but at a later date informs its members that the wrong document had been sent in error, ten years ago, which document represents the “true” Articles?

b) What mechanisms does Companies House have in place to deal with this situation?​

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 current 18 November 2014 Articles with on its website:
https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf

Yours sincerely etc.

------------------------------------------------


My previous queries (establishing for the paper trail that the current registered Articles are the 2014 Articles, as accepted by CH on 04 December 2014, and that no more recent Articles have been filed) were dealt with by Companies House Contact Team.

I have been informed that the email above, which was sent yesterday, has been been passed to a department for a response:

"Your enquiry has been forwarded to the relevant department for a response. You should receive a further response from us within the next 10 working days."

 

No. I noticed on 20 December that a Q & A section had been added but I don't know how long that had been up on line.

There is a Wayback capture for the Policies and Documents page on 19 December:

https://web.archive.org/web/2024121....org.uk/about-the-mea/policies-and-documents/

but the captured page displays for me as unstable and jumps around all over the place. It does show a Q & A section but I cannot open the dropdown arrow for that section.

If you pull up the previous capture (12 December) there is no Q & A section under "E. External Documents". So added at some point between 12 and 19 December.

 

The MEA has assumed another duty by representing the whole population of people with ME, purporting to be our MouthPiece in Parliament too, also speaking for the 25% Group etc

This may not be specfied in their constitution but having assumed the functional role, its become a legal duty

Thats ok because they are planning to open up to engage the ME commuity acccordingly and stop telling everyone I can move if I want to (partially recover) and if i don't its self inflicted and we know this because Dr Shepherd recently experienced and overcame a turgid frailty too

When he has recovered I expected him to move his butt and come here and give us all a hug

and another from the KeyBoardWarrior he Advises

 

On Wayback there are 5 captures of Neil Rilel's 17 December statement.

https://web.archive.org/web/2024000...-statement-regarding-articles-of-association/

It was captured twice on 17 December. Once on 18, once on 23, and once on 24.

All PDFs that open via the blue "Download 2014 Articles of Association" link open as this PDF file path:

https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf

 

And if you search Wayback using the PDF file path:

https://web.archive.org/web/2024000...024/12/Articles-of-Association-05-12-2013.pdf

there are two snapshots on 17 December, both for the file path above:

December 17, 2024

2 snapshots

• 17:58:28

• 22:10:52

 

That’s bad …


And chimes with the attitude issues we’ve seen elsewhere

 

Great you sent a letter.

Curious about their answer to this one.

 

Thanks.

I forgot I screenshotted this as well, so the 19th is certain.

Indeed 12 December archive capture: no Q&A
19 December archive capture: Q&A

The recent archive captures are indeed terrible. No idea why, but they keep reloading - nearly impossible to look at.

I found Friday that on my phone (Safari) I could open the archived page and let it run its course auto-reloading, it stops after a while. You can then also open the dropdown portions.
On my laptop the reloading continues, but it is possible at times to scroll down and click a link - not great for my eyes & brain though.

 

I got them to work okay by clicking the 'x' in the browser bar to stop it reloading. The Q&A links all seem to work too. Let me know if you want me to expand and screenshot any of them.

 

I have sent another email asking Neil/MEA for the third time for details of the meeting that adopted the current articles of association:

I also questioned the appalling assertion that the MEA need not hold AGMs:

Because I have not informed Neil of any intention to share his responses I will continue not to do so, but I will continue to summarise our communication here.