United Kingdom: ME Association governance issues

[NelliePledge]

If you make mistakes in your paperwork fulfilling your legal obligations as a charity then threatening legal action against someone who has pointed them out is not a good look in this day and age.

 

[Kitty]

This is the 2007 version in case anyone wants to read it.

 

[Dx Revision Watch]

So, the plot thickens;

https://twitter.com/user/status/1869810727764275219


I'm not even sure what any of this means now. They've tied themselves in such knots and are showing their utter unsuitability to be charity trustees.

ETA: How can they not know for 10 years(!) that the articles lodged with CH/CC are not what they thought they were? If nothing else, a paid CEO and regularly renewed Board of Trustees would have ensured that they were clear what their articles actually were and were appropriate.

This whole thing just blows my mind.

And how many members do they say they have?

Around 5000, but we don't know what % of those signing are members.

 

[Dx Revision Watch]

It isn't the draft of 2013 because we have seen that and it has a section (a) for payments for services.

I am assuming that 2007 was the last prior official version.

The 2014 version at Companies House might be a new version with a deletion or an older version that was added to in 2013. There might be a way to deduce that although I cannot work out how as yet.

Was the 2013 version more liberal with allowing payments to directors for services in response to some government liberalisation of the rules in 2011?

Yes, there is no version between 2007 and 2013 on Companies House.

The CC site says "...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"

but does not mention the 2007 version, although there is a dated 2007 version on the CH Filing History (on page 3). It only mentions the 2005 version (page 4 on CH but not the full document, just the Resolutions).

(Why the hell don't they date them all?)

The PDF file that MEA has uploaded to replace the "incorrect" 2014 file is dated: 05-12-13.

You'd think that might have alerted whoever uploaded it that it wasn't a 2014 version - but then if they really had sent the wrong version to CH why did they not take it off and get it sorted rather than replace it with a document with a 2013 file name that presumably hasn't been ratified by CH as being the correct 2014 version?

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



The 18 November 2014 version was stamped by CH on 28/11/2014 and the date on the Filing History page is "04 Dec 2014".

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

 

[Jonathan Edwards]

The PDF file that MEA has uploaded to replace the "incorrect" 2014 file is dated: 05-12-13.

That seems relevant.
It is looking very unlikely that the '2014' version at CH was a mistaken 'earlier' version then.

 

[Kitty]

It is looking very unlikely that the '2014' version at CH was a mistaken 'earlier' version then.

No, and presumably that's the one that was in force when the payments were made, and possibly still is?

 

[MrMagoo]

Well the complaints CEO has been hoist with his own petard, hasn’t he? Egg on his face.Other English sayings for destroying himself, embarrassing himself, looking a fool also apply.

Removed any doubt that he’s unsuitable for the role he is currently undertaking.

 

[Jonathan Edwards]

not a good look in this day and age.

Not actually sure about the this day and age. It seems to be all the rage to accuse other people of your own crimes. A number of politicians are having a great time doing just that. It even seems that in some countries a majority like that approach.

 

[Peter T]

No, and presumably that's the one that was in force when the payments were made, and possibly still is?

Presumably the version of the Articles most recently agreed by a general meeting of the association takes precedent over any different version lodged with the Charities Commission/Companies House, otherwise Trustees could alter the Articles simply by changing them after they were agreed by a general meeting and lodging the amended version with the CC.

The question is rather what are legal and constitutional implications when a charity lodges false articles.

 

[Jonathan Edwards]

Is there any suggestion that false articles were lodged. Isn't it more likely that the articles lodged in 2014 were exactly as intended but that someone has forgotten about the change from 2013?

 

[NelliePledge]

@Jonathan Edwards i was thinking more of the inept handling of people challenging the organisations actions having a slight hint of Post Office-esque denial that there could actually be something that needs addressing.

 

[Peter T]

Is there any suggestion that false articles were lodged. Isn't it more likely that the articles lodged in 2014 were exactly as intended but that someone has forgotten about the change from 2013?

I probably should not have used the word ‘false’. The most likely explanation is that there was just some confusion, perhaps I should have used the word ‘incorrect’. It sounds like the chairman is as confused as the rest of us.

 

[Dx Revision Watch]

I'm really beginning to resent the amount of time and energy the MEA has caused patients and advocates to spend this last few weeks because of their incompetence over the AGM, the Articles and the Riley magazine articles.

 

[Jonathan Edwards]

Yes, indeed. And to be fair, sometimes the pots calling the kettles black last less time than a lettuce I am told.

 

[Peter T]

I'm really beginning to resent the amount of time and energy the MEA has caused patients and advocates to spend this last few weeks because of their incompetence over the AGM, the Articles and the Riley magazine articles.

Well said

 

[Jonathan Edwards]

perhaps I should have used the word ‘incorrect’.

I am still unclear. My reading is that nobody filed anything incorrect. It seems more like someone 'forget' what had been deliberately filed, for whatever reason.

 

[Jonathan Edwards]

I am beginning to think that I should have listened a bit more to Peter White.

 

[MrMagoo]

To me, a foggy bystander with a charity work history, I don’t really care if the wrong thing was filed. I don’t really think there was a conspiracy to pay cash to trustees which they don’t “deserve”, they probably did carry out work and should be paid.

what I do care about is
1) the attitude of NR and the MEA (as discussed extensively)
2) the lack of care, verging on contempt, towards members and the community (also discussed)
3) their utter incompetence at the business of running a charity - filing articles, abiding by them and giving notice of an AGM. This is basic stuff!

 

[Dx Revision Watch]

To me, a foggy bystander with a charity work history, I don’t really care if the wrong thing was filed. I don’t really think there was a conspiracy to pay cash to trustees which they don’t “deserve”, they probably did carry out work and should be paid.

The two trustees were given specific contracts for work carried out via their respective companies for which they are directors - and these were not small sums, particularly the two contracts awarded to Martine Ainsworth-Wells (£48,000 over two years).

 

[MrMagoo]

The two trustees were given specific contracts for work carried out via their respective companies for which they are directors - and these were not small sums, particularly the two contracts awarded to Martine Ainsworth-Wells (£48,000 over two years).

Oh wow that’s big money, I withdraw my lack of interest. This looks terrible.