United Kingdom: ME Association governance issues

On Wayback, a Dr Margaret Macdonald was listed as Chief Executive Officer for https://www.duchenne.org.uk/ in a capture in 2013. But whether this is the same Dr Margaret Macdonald (which is a very common name), I don't know, given that LinkedIn information is unreliable.

She is also listed as having been CEO of APEC from 2006 - May 2011 for 5 years. But the link for this company is a Paris based not for profit org for executives.

She is also listed having been CEO of InterCare 2003 - 2006 and previously Services Manager for the Association for Project Management.

How many of these positions were actually held by her and how many have been auto populated by LinkedIn, is unclear.

The listing for the ME Association also has her listed as "Services Manager". But she was the MEA's Research Manager, and later a Trustee.

I understand there are fake profiles on LinkedIn and I am wondering whether this is a genuine account, especially given that a number of the links point to unrelated companies and organisations.

Certainly the German International Performance Research Institute (IPRI) org that is linked to on her page appears to have no connection with her own IPRI Ltd company (formerly registered as "Forum for the advancement of psychological intervention LTD", later changed to "IPRI@BLETCHLY PARK LTD", later changed to "IPRI LTD") as registered with Companies House.

The two registered companies for which she has been a director (BOEDIKA LIMITED was incorporated by Sarah Phoenix in 2008 and Dr Macdonald was appointed as a Director in 2014) have barely traded and her own current company, IPRI LTD, is dormant. She is now 70.


Edited to add: Back in 2003/4 she never did provide an explanation for why the URL she had given in her advertisement in ME Essential about her new charity and asking for funds belonged to the "Appalachian Mountain Economic Development agency", nor why the email address for this apparent new (as yet unregistered) charity had bounced.

Edited to add: One of the Directors of Dr Macdonald's IPRI LTD was Sarah Phoenix. A lady with this name was also a member of staff at Duchenne Research Fund. So that strongly suggests that the Dr Macdonald who was listed as CEO is the same person as the MEA's Dr Macdonald.

 

Is a DCPsych doctorate in counselling psychology and psychotherapy? The Middlesex info suggests it’s a new school (ie dept) but I can’t see a date. And it’s version of this is one that’s done through professional practice https://nspc.org.uk/course-directory/dcpsych-in-counselling-psychology-and-psychotherapy/

 

https://meassociation.org.uk/about-the-mea/policies-and-documents/ Edited to provide accurate source & add odd words:

ME is a female-dominated illness& a lot of complaints regarding The ME association are from severely affected women who imo The MEA are detached from and unrepresentative of. It therefore *is* a problem when the small group of trustees mainly run the show and 4/5 are men, of a certain age and they say to be a trustee or have any say you need to be able to work pretty much daily as they do. As far as I understand, this male dominance has existed for years. They talk about needing to improve what they tell us, whereas I’m more concerned by their lack of empathy, asking and listening and representation over decades. This isn’t just a namby-pamby preoccupation with gender equality but a concern about fair representation & arising from perceived biases reflected in past actions /inactions and controversial statements. If they’re not going to improve female/severe representation at a decision level, they need to hold special outreach to show they “get it”, care and will listen to & reflect the female & severe voice, given they assume a seat at the tables and decide/represent for all.

 

It's been 10 days since I sent this email plus three attachments to Neil Riley and Dr Shepherd, CCing in Russell Fleming, as a non board member MEA staff witness:

https://dxrevisionwatch.com/wp-cont...il-riley-charles-shepherd-russell-fleming.pdf

I have received no response nor holding email.


I am keeping watch on the MEA's Companies House Filing History for any filing history additions to page 1 or any note added to page 2, where the current 2014 Articles is listed:

https://find-and-update.company-information.service.gov.uk/company/02361986/filing-history?page=1
https://find-and-update.company-information.service.gov.uk/company/02361986/filing-history?page=2

 

I have just received an email from tge MEA saying the 2013 and 2014 minutes are now on line, I have not looked yet:

Added - David Allen is the deputy chair.

 

Thanks, Peter.

So for the 2014 Articles, they were asking the members to vote on:

1 Accepting the new model form;

2 Change to clauses 24;

3 Change to clause 28.


But they had already voted on adoption of the new model form in the Special Resolution for the 2013 Articles.

And the 2013 Articles had already introduced the change to every two years (it had been annually in the 2007 Articles.)

So I don't know why the "correct" 2014 Resolution needed to include these again.

Also, the wording of clause 28 is identical to what they had already adopted for the 2013 Articles (apart from the change from "2000 Charity Act" to "Trustee Act 2000"), so they did not need to change the rest of the wording of clause 28 for new Articles for 2014.

So it still does not make sense.

 

Oh, so does this mean you are, in fact, entitled to see the 2014 minutes, after all!

 

They seem to have sidestepped that issue. I would argue that the ten year rule allows them to destroy minutes over ten years old, but I thought it would be unlikely that they did so in this case given they would have destroyed them as soon as ten years was reached and would have done so at a point when there was a chance that they would be crucial in any legal dispute should one arise. However it is not clear under this law that they could refuse members access to minutes over ten years that had not been destroyed.

However I would argue, legal nitpicking aside, that refusing to provide these minutes was bad form and that publishing them, saving me traveling to the head office or the expense of paying for someone to copy them is a gesture of openness and good faith.

Hopefully what we are seeing is an attempt at being more open rather than a face saving exercise.

 

For the 2014 General Meeting Special Resolutions:

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

See AGM >

• 2014: AGM 18th Nov 2014 – REDACTED – Signed
• 2014: OGM 18th Nov 2014 – REDACTED – Signed
• 2013: EGM 19th Nov 2013 – REDACTED – Signed

Members had been asked to vote on:

1 Accepting the new model form;

2 Change to clause 24;

3 Change to clause 28.

Board of trustees' explanations still fail to make sense as to why any new Resolutions were needed in 2014 (other than for the minor change in article 28 to "Trustee Act 2000", which the board has not commented on at all, nor had included a Resolution for making that minor change).

See annotations in red:

The actual Special Resolution letter of certification filed with Companies House does not mention article 24 or article 28:

https://dxrevisionwatch.wordpress.com/wp-content/uploads/2024/12/2014-r.png

 

Indeed.

Until now every piece of public documentation fit seamlessly and effortlessly; Now the ME Association posts these minutes, and, like their claims, they make things hella weird - particularly the 2014 minutes document.

They raise a ton of additional questions apart from the obvious one above, like:

• Why were these minutes not mentioned in the email to Peter White of 20 December? (screenshot below)
• Why do the texts of both resolutions (of 2013 and 2014) not exactly match the ones sent to Companies House? (see post below)
• And why is the 2013 minutes only mentioning a partial Article 28 to vote on? (Could be because its emphasis lay elsewhere and it was a simple sloppy mistake, still noteworthy -it runs exactly until the page end of the AoA document - see post below)
  
• Why does the text from the ME Essential membership magazine in the 2014 minutes document read like a copy of the text for the vote on AoA-Nov'13 and like the AoA were not already aligned with the Companies Act 2006 and the Charities Act 2011 since the year before? The text already was "in line with current legislation" on those things, that's what the 2013 overhaul was for.
• Why does the 2014 minutes document say in relation to voting for amendmends to AoANov'13 that a copy of the the AoANov'13 that was adopted last year was "placed on its website" (they already had that text up there since well before the AoANov'13 vote) , to then continue: "You can VOTE for or against all the changes or some of them"? And what changes?
• Why does the 2014 minutes document mention "reasons" for Specific Amendments to Articles 24 and 28, instead of the actual proposed Specific Amendments to the Articles?
• And what are these Specific Amendments to AoA-Nov'13 so they become ....the text of AoA-Nov'13?
• Why does the 2014 minutes document say, as a "reason" to amend Article 28 to appartently the exact same text it had before, that trustees couldn't be paid for services when they already could be according to the AoANov'13?
• Why does neither document mention the required specific written approval from the Charity Commission to allow payments for services to trustees by amending Article 28? (It reads like they were unaware of that and thought they only needed to change the Articles.)
• Neither minutes mention changes to Article 3 which is at least a big a deal as Article 28: it makes sense that it was amended to what the registered AoANov'14 say - if the AoANov'13 text was followed, this would mean that the ME Association would currently be legally restricted to only their three objectives.
• Why can't we see the autographs? Nothing private about that, it actually proves they were signed off, and it's usually done by the chair or the secretary. (Note that for 2013 it might be Riley's signature, 2014 is completely empty.)
• Why is it redacted which trustees were present? Because it's public? Surely this is information members should be able to have.
• Why were the 2014 minutes dated for signage (and signed?)in February 2016?
• What are the original doc creation dates? According to my browser the PDF's are all dated yesterday (14 January 2025) around 1 o'clock in the afternoon. Did they have to come from third parties? Were hey PDF-ed in one go?

Spoiler: Browser info PDF's

2013 minutes:

Created: 2025-01-14 at 13 07 29 +00'00'
Modified: 2025-01-14 at 13 07 29+00'00'

2014 minutes OGM
Created: 2025-01-14 at 12 59 28 +00'00'
Modified: 2025-01-14 at 12 59 28+00'00'
Auteur:

2014 minutes EGM
Created: 2025-01-14 at 13 02 16 +00'00'
Modified: unavailable​

​

I'm doing crappy and my brain is quite hazy - I'm assuming I'd spot more when I was sharper and feeling better. But wth is this, especially the 2014 minutes doc?


Also, I had a bad impression of the 2013 vote, but the 2013 minutes match the summary and look fine with regard to that: the draft AoA was put online by at least September 2013, well before the November 2013 meeting (at least 10 weeks), and members were asked to vote about that and to take a particular look at Articles 24 and 28. Which makes sense at the time, given what they entailed.

 

Regarding the 2013 minutes with the approval vote of AoA-Nov'13, it is noteworthy that they have an incomplete Article 28 mentioned to vote on.

I suspect it might not really be a big deal, just something that happened in writing them up. The complete Article 28 was provided to the members to vote on, and I reckon the key change was the permission in the Articles to pay trustees for services, which is in the minutes.

For the minutes someone copied the AoA-Nov'13 Article 28 text just until the bottom of its first page (page 11), so it ends weird with the word "reckless" because the half of clause (c) fell away, as did clause (d) and the provision

Spoiler: missing text

...disregard of whether it was a breach of trust or breach of duty or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Board of directors in their capacity as directors of the company ;
(d) In exceptional cases other payments or benefits but only with the prior written approval of the Charity Commission.

PROVIDED THAT no member of the company or the Board of directors shall be present during the discussion of or voting on any decision to make a payment or give a benefit to that member or director.

However, it should also be noted that nowhere in the 2013 minutes (or the bit from the magazine from the 2014 minutes document which reads like it was copied from 2013) is it mentioned that the Charity Commission gave their explicit written approval to create this content of Article 28, which is a big and remarkable omission.

 

It should also be noted that the 2013 resolution text in the minutes does not match what was registered at Companies House before 25 November 2013. I don't know if this is common, but I reckon it's not, as you have to be really precise with this legal stuff to avoid messes and unclarity. That the resolution text in the later compiled minutes do not match the actual signed and registered resolution text is just, yet again, incredibly careless IMO.

Just a preliminary observation of differences for 2013 (I used OCR, so it might have some little mistakes):

Filed at Companies House:

Note that Neil Riley himself signed this resolution as the one proposed to the members on the day it was approved: on 19 November 2013


Resolution according to the 2013 minutes, with the differences in text and interpunction I was able to notice in red (some help from comparison app):

Edited to add: the content stays about the same, but why not copy-paste the actual Special Resolution in your minutes?

 

The Articles provide for holding an AGM within 15 months of the previous AGM. Which suggests that the 2015 AGM wasn't held in November or December 2015 but in February 2016.

I don't see this as an issue, as holding the AGM during which the 2014 minutes were signed off was within the 15 month time period.

 

As for the 2014 resolution and minutes, I'm not able to jump more into that (- so much ??).

But there is a small difference between the resolution texts; the version in the new document, which has a date of 15 February 2016 for its redacted signage, is missing the last bit of text: "of the charity".

 

Ah, I see, thanks! Well, that's one question less I guess....

 

What's missing from the documentation that has now been placed in the public domain is a copy of the wording on the actual 2014 Special Resolution voting slip.

These voting slips are separate documents to the text in the magazine and are sent out with the magazine with the notice of an AGM and EGM/General Meeting. They need to be returned to the MEA's Head Office ahead of the actual meeting date.

Here is an example of a voting slip (the 2005 EGM Special Resolution Voting slip):

Below is a PDF of the three page Special Resolution certification letter for the 3 September 2005 EGM as filed with Companies House, which sets out the changes and exact wording of the four Resolutions that were adopted:

https://dxrevisionwatch.com/wp-content/uploads/2025/01/2005-sept-resolutions-letter.pdf

The reason for the date discrepancy is because the meeting scheduled for 28 June 2005 had to be rescheduled because of the printer's failure to send out magazines to a large number of the membership, so all members were sent a letter and a new notice.

https://dxrevisionwatch.com/wp-content/uploads/2024/11/mea-egm-letter-1.pdf

 

Interesting to note as well: the ME Association says in their declaration to Companies House for the AoA-Nov'13:

"NOTE - No alteration was made to the objects of the company"

Unless I am mistaken that is odd, because they were amended? (And I reckoned that AoA-Nov'14 had corrected that mistake.) I'm not having the best brain day at all, but this seems quite an important issue to me:

Section 31 of the Companies Act 2006 clearly states:

I'm unsure how this mixes with the Charities Act 2011 Articles,

Spoiler: CA 2011 section 197

197Alteration of objects by bodies corporate and charitable status
(1)Subsection (2) applies where a charity—

(a)is a company or other body corporate, and

(b)has power to alter the instruments establishing or regulating it as a body corporate.

(2)No exercise of the power which has the effect of the body ceasing to be a charity is valid so as to affect the application of—

(a)any property acquired under any disposition or agreement previously made otherwise than for full consideration in money or money's worth, or any property representing property so acquired,

(b)any property representing income which has accrued before the alteration is made, or

(c)the income from any such property.

Spoiler: CA 2011 section 198

198 Alteration of objects by companies and Commission's consent
(1)Any regulated alteration by a charitable company—

(a)requires the prior written consent of the Commission, and

(b)is ineffective if such consent has not been obtained.

(2)The following are regulated alterations—

(a)an amendment of the company's articles of association [F1which alters the charitable purposes of the company,]

(b)any alteration of any provision of its articles of association directing the application of property of the company on its dissolution, and

(c)any alteration of any provision of its articles of association where the alteration would provide authorisation for any benefit to be obtained by directors or members of the company or persons connected with them.

[F2(2A)In considering whether to consent to an alteration falling within subsection (2)(a) the Commission must have regard to—

(a)the purposes of the company when it was established, if and so far as they are reasonably ascertainable,

(b)the desirability of securing that the purposes of the company are, so far as reasonably practicable, similar to the purposes being altered, and

(c)the need for the company to have purposes which are suitable and effective in the light of current social and economic circumstances.]

(3)Where a company that has made a regulated alteration in accordance with subsection (1) is required—

(a)by section 26 of the Companies Act 2006 to send to the registrar of companies a copy of its articles as amended,

(b)by section 30 of that Act to forward to the registrar a copy of the special resolution effecting the alteration, or

(c)by section 31 of that Act to give notice to the registrar of the amendment,

the copy or notice must be accompanied by a copy of the Commission's consent.

(4)If more than one of those provisions applies and they are complied with at different times, the company need not send a further copy of the Commission's consent if a copy was sent on an earlier occasion.

(5)Subsections (2) to (4) of section 30 of that Act (offence of failing to comply with section 30) apply in relation to a failure to comply with subsection (3) as in relation to a failure to comply with that section.

Per the 2007 AoA, the objects of the ME Association as per Article 3 were (adapted OCR txt):

These AoA-May'07 also had Article 4, which specified at length, sections (a) to (u), things that the charity was allowed to do to promote its Objects. And what the charity could do to promote its Objects was not restricted to that list of Article 4.

But when AoA-Nov'13 was approved, notable changes were made in the text regarding the Objects of the charity - while they stayed roughly the same, I would reckon these should have been run by a regulator (CH or CC) given that these textual amendments created big changes and involved the use of the charities' property.
(Instead the ME Association stated to Companies House that no changes were made.)

Per the 2013 AoA, the Objects of the ME Association as per its Article 3 (parts bolded for clarity) were:

And there was no longer an additional Article 4 explaining everything the ME Association may do to promote its objects.

So from then on the AoA specifically stated that the ME Association's Objects were restricted, which they were not before, and unless I am mistaken that is a huge deal. (See also section 31 subsection (a) of the CA2006 above.)

The AoA-Nov'14 as registered and online until recently had fixed that specific issue, amending Article 3 so it no longer had the restriction, which made sense to me.

(Btw, if the ME Association maintains the claim that the AoA-Nov'13 text is actually the AoA'Nov'14 as it currently does, then this could potentially create serious issues with their activities in the last 10 years no? An example might be that the bed rest vs movement "working group" thingy they announced at the last meeting in response to Riley's offensive magazine artice would not adhere to the AoA's restricted Objects.)

 

You think it might be found in a library? Doesn't the Wellcome Collection hold old coplies of the ME Association magazine?


Edited to add: I know you have been looking for it before. I also seem to remember that RoyalFree1955 had access to old copies of the magazine at a library.

Edited to add: *facepalm*, of course the ME Association can provide a copy of the voting slip in the magazine themselves.

 

Here is a PDF copy of the February 2007 Special Resolutions certification letter, as filed with Companies House in May 2007:

https://dxrevisionwatch.com/wp-content/uploads/2025/01/2007-feb-resolutions-letter.pdf

Note the level of detail given in the wording of the changes being proposed for adoption in 2005 and 2007 compared with the level of detail given in the Special Resolutions certification letters of November 2013 and November 2014.


For 2013, the Special Resolution certification letter mentions:

https://dxrevisionwatch.com/wp-content/uploads/2025/01/2013-nov-articles-plus-resolution-letter.pdf

1 Adoption of the major part of the new model form;

2 Adoption of some specific amendments.

But the letter does not set out in full the text of these changes nor does it include the article numbers for which changes had been proposed and adopted, or the revised texts.

The summary report of the 2013 EGM mentions changes to "clause 24" and "clause 29 [sic]" and "The proposal to make both changes was therefore carried."

It does not mention voting on adoption of the "major part of the new model form".

As we can see from the Minutes, "29" was evidently a typo and the two clauses are given in the Minutes as "Substances changes to clauses 24 & 28" and then sets them out in the Minutes.


For 2014, the Special Resolution certification letter mentions:

https://dxrevisionwatch.com/image-1...-2014-articles-as-filed-with-companies-house/

1 That the "new form of Articles of Association. . . be adopted" (But as we know, the new form of Articles had already been adopted in November 2013).

There is no mention of any other changes to any specific clauses.

Looking at the Minutes, it says:

"As to Article 24:

"At present one third of trustees must retire each year...the change proposed is that this should happen every two years etc."

But they had already made this change in November 2013 - so why were they voting on it again in November 2014?


Then the Minutes say:

"As to Article 28:

"To allow the payment to a Trustee of the Company for special services etc."

But the "correct 2014" Articles were identical for article 28 Allowed payments as the 2013 Articles (apart from "Trustee Act 2000"), so again, why were they asking members to vote again for changes to Articles 24 and 28 in November 2014 and also, again, for the adoption of the new model form?

And why cannot Neil Riley and his fellow board members offer an explanation?

If I do get a response from Neil Riley, I shall be asking for an explanation. I don't hold out much hope of receiving a meaningful response.