United Kingdom: ME Association governance issues

[Nightsong]

That was part of it but there was also a reference somewhere in the materials in the thread to March being the date the proposal was set up - but someone else may have inferred that.
Within a UK organisation use of 11.3.2014 to mean 3rd November is vanishingly unlikely I think. We never use that format. Unless there is some intentional agreement specifically for company documents. I have never seen it on the UK legal documents.

I can't follow all the twists and turns but perhaps this will help - timestamps from the PDF and DOC metadata for the different versions:

Articles-of-Association-05-12-2013.pdf:
CreationDate:   Thu Dec  5 11:23:51 2013 GMT
ModDate:         Thu Dec  5 11:23:51 2013 GMT

Articles-of-Association-of-ME-Association-11.03.2014.pdf:
CreationDate:   Tue Mar 11 09:44:12 2014 GMT
ModDate:         Tue Mar 11 11:09:33 2014 GMT

Articles-of-Association-of-Myalgic-Encephalopathy-Association.pdf:
CreationDate:   Tue Mar 11 09:44:12 2014 GMT
ModDate:         Thu Jun 28 10:05:53 2018 BST

Draft-Articles-of-Association-for-approval-at-EGM-on-19-November-2013.doc:
Create Time/Date: 2013-08-08 07:52:00
Last Saved Time/Date: 2013-08-08 07:52:00

 

[Dx Revision Watch]

I am afraid it is now buried in the thread. I had thought that we were told somewhere that the end of 2014 meeting was held to approve something drafted in March. Which seemed quite relaxed but presumably all of this was just intended to tidy up rules for hypothetical situations maybe following the shift in law in 2011?

Articles-of-Association-of-ME-Association-11.03.2014.pdf:
CreationDate: Tue Mar 11 09:44:12 2014 GMT
ModDate: Tue Mar 11 11:09:33 2014 GMT


If the 2014 document was created in March but the board felt there was no urgent need to hold the general meeting (unlike the 2005 resolutions), possibly they delayed the resolution ballot until the AGM so they could be held together. In 2013, the EGM for voting on changes for the 2013 Articles and the AGM were held on the same day.*

I can't confirm that the 2014 EGM and AGM were held on the same day as there is no summary online.

 

[Arvo]

"There is nothing in the statutory scheme which vests the Filed Articles with the special quality of being the real articles for all purposes. The articles are what the members have resolved on from time to time, whether originally or by amending special resolution. Nothing else can be the articles. Their status as articles does not depend on registration."

I hear you.
And then I say that that statement derives from a dispute (probably the same case, at least for two of the links) on wheter registration or special resolution determine the validity of AoA's in the case of two, consecutive, AoA's both approved by resolution (only the first one registered and the second not).

I therefore question if the statement applies in this case because the basic situation is very different. The last AoA is registered, signed as the approval of the members. It's not a case on wheter registration makes the AoA count. Registration is the circumstance, the official archive where the evidence is found, not the validating issue.

And maybe I'm wrong. In the end it's not my call to make. (If it comes to that it'll be the decision of a court specialized in company cases.)

 

[bobbler]

I hear you.
And then I say that that statement derives from a dispute (probably the same case, at least for two of the links) on wheter registration or special resolution determine the validity of AoA's in the case of two, consecutive, AoA's both approved by resolution (only the first one registered and the second not).

I therefore question if the statement applies in this case because the basic situation is very different. The last AoA is registered, signed as the approval of the members. It's not a case on wheter registration makes the AoA count. Registration is the circumstance, the official archive where the evidence is found, not the validating issue.

And maybe I'm wrong. In the end it's not my call to make. (If it comes to that it'll be the decision of a court specialized in company cases.)

There is perhaps another point to be made, if I'm managing to somewhat at least have got the gist correct here/have remembered correctly that there were at least 2 different occasions simply going by these being in 2? different categories - IT, PR?

And it sounds like from some point in 2013-2014, potentially all the way up until now? 2024?, there has been a situation where the documents uploaded to the website were different to those registered at Companies House?

During that period of time there were then at least 2 significant transactions (or whatever these are called) which would need to be 'within the regs (is that the right term?) of' that document.

Did any of these comply with either what is in either of those (website version, CH version) documents?

Or is it some third document that is now being 'proferred' that they say they were using?

 

[Kitty]

Did any of these comply with either what is in either of those (website version, CH version) documents?

From what I've gathered, it seems what matters is which (if any) of these documents was the most recent to be voted on and approved as the current, in-force AoA.

I don't think we can be sure about that from the evidence available.

It's even possible the MEA isn't very clear about it, though that could be wrong.

 

[bobbler]

From what I've gathered, it seems what matters is which (if any) of these documents was the most recent to be voted on and approved as the current, in-force AoA.

I don't think we can be sure about that from the evidence available.

It's even possible the MEA isn't very clear about it, though that could be wrong.

Yeah I couldn't tell if either of these corresponded to the proferred one or if that one had been signed off from members and that vote referenced somewhere.

The MEA website statement doesn't make it clear either:

A review of the original Articles was carried out in 2013. A number of amendments were made at the time to reflect the changes in the Charity Commissions Model Articles and comply with Sections 185 and 186 of the Charities Act 2011.

The version of the Articles, which has previously appeared on our website, is not the 2014 version. The correct 2014 version of the Articles has now been uploaded. Human error can never be eliminated but we have put in operation a process to ensure this does not happen again.

The Charity Commission accepts the current 2014 version of the Articles. Companies House carries the full version.

I guess this bit is me working out how they didn't notice the whole time if so that the other documents weren't the right ones. And how public they were for how long eg are these versions the ones that any members in the years since would have seen as 'advertised' version of 'how we work'. So members joining from 2015 onwards who might have wondered wouldn't have had a reason to think to ask when there is an uploaded doc, and one on CH they could see, whether there were actually different AoAs because they'd be reasonable in assuming

I also think through the process for signing off transactions, or end of year audits or whatever is involved, and whether it is a different person to the one who eg uploads the document to the website or checks that, is it a different position or the board (point 3. of part 28: "3. the director concerned may not take part in decisions made by the Board of directors about the making of the agreement, or about the acceptability of the service provided")?

And are they pulling out a hard copy or someone attached a pdf of 'the AoAs' to the email rather than looking it up on the website. I'm just thinking if transactions involved board sign off the chances that none of those board members go to the Policies and Documents section of the website to check against the one there: Policies and Documents - The ME Association and notices it.

 

[MrMagoo]

I really don’t mind if it’s incompetence or corruption, it’s for the Charities Commission to work out. Amendments agreed at meetings held illegally don’t hold anyway, so for NR’s sake let’s hope he can prove appropriate notice was given in 2014 for the AGM. It wasn’t in 2024.

 

[dave30th]

I haven't seen this thread in a few days. but can someone sum up succinctly what the issue is here in terms of these 2013 articles? My eyes are glazing over reading many dozens of posts. What's the two-sentence summation?

 

[MrMagoo]

I haven't seen this thread in a few days. but can someone sum up succinctly what the issue is here in terms of these 2013 articles? My eyes are glazing over reading many dozens of posts. What's the two-sentence summation?

It’s unclear which AoA’s were drafted in 2013 and which were adopted in 2014 there’s about three versions in play. TLR the MEa should have asked permission from the Charity Commission to pay trustees it awarded contracts to. It didn’t do so, claiming it didn’t need to citing various AoAs - they’re wrong, they did need to.

There are many conversations trying to unpick “how” mistakes could have been made, what was mixed up with what etc. Headline is, MEA/Neil Riley are wrong and strong. Again.

 

[Cinders66]

It would be interesting to know what other research The ME association has felt “needs doing” so as to approach researchers directly, over the past twenty years :

 

[Arvo]

I haven't seen this thread in a few days. but can someone sum up succinctly what the issue is here in terms of these 2013 articles? My eyes are glazing over reading many dozens of posts. What's the two-sentence summation?

Summary:
In 2022 and 2023 the trustees of the ME Association hired eachother for services for nearly 70,000 pounds. They apparently also hired another trustee after 2020. (And there are likely also still payments for 2024.). This is a conflict of interest. According to the ME Association's governing document, which was approved in November 2014, these payments are not legal: there appears no exceptional case for hiring them, and they certainly did not get the needed permission from the Charity Commission (the UK government's department regulating charities).

After apparently a first defense focusing on this section of the Articles of Association at the Annual General Meeting at the start of December, the ME Association switched gears and are now, in rickety fashion, loudly claiming that the governing document that has been registered at Companies House (the UK's company agency) with a signed statement that this was the document that was approved in November 2014, which was also up on their own website until the early this month with a 2014 date in its file name web address, is not actually the real one. Instead they posted a new document online, saying that was the one. And that conveniently could allow the payments they made, ergo: legal!

However, apart from the fact that they can't just claim this and be done with it, there are issues with the document itself. Because the content is exactly the same as the Articles of Association that were active for a brief time between November 2013 and November 2014, apart from one small correction that was actually made in the section that is under discussion (Article 28). Also, the file name web address has a 2013 date in it.

It is highly, highly improbable that members voted solely on a special resolution on wheter to correct a small error in their active AoA - there's no need to. And there is no proof that this "new" and "secret" AoA document is actually the one members approved - the ME Association itself signed a statement that disagrees with that, which can be seen at Companies House (and probably also at the Charity Commission, who are likely to hold another copy).

Further summaries:

I think it's important not to lose sight of the main issue here: that the payments to trustees were not allowed according to the Articles of Association in public and official use at the time.
(Wheter those Articles of Association were the "real" ones is a defense and secondary issue.)

• The trustees of the ME Association paid eachother for services for nearly 70,000 pounds + payment for Richard Osman out of ME Association coffers.

• According to the Articles of Association in use at the time of payment, this was not possible (Article 4) - unless it was shown that there was somehow an exceptional situation that justified hiring these trustees, and written permission was given by the Charity Commission, the UK gov's charity regulator (Article 28, section (c).
  • These Articles of Association were registered as the ME Association's governing document at the Companies House. They were signed by the ME Association, declaring they were "a true copy" of the document approved by the Association members as the new Articles of Association. (I expect a copy is also in the possession of the Charity Commission.)
  • These Articles of Association were up on the ME Association's own website at the time the payments took place as the current governing document. The name of the PDF & link holding them was Association-of-ME-Association-11.03.2014.pdf, and these were up until just now.
  • These governing documents were in active use for a decade. This is not something you put in a drawer like a transfer deed or your college diploma - normally, these would have been regularly consulted because they are a pre-chewed map of everything for ME Association issues. And for the decade they were in use, no board director ever said: "Hang on, these are not right".

Under scrutiny for the payments they made, the ME Association responded several times: so far it appears to me that these responses didn't match eachother or the documentation. They are now going all-in on the claim that the current Articles of Association are not the signed document registered at the Companies House and its twin up on their own website as the current Articles of Association, but this new, 2013-named text that matches the old 2013 version of the Articles of Association that was amended in 2014.

It is up to them to prove that this is so. So far I have not seen convincing material that indicates their claim is true, so I'm curious how they're going to convince official institutions like the Chartity Commission and the Companies House. (They can't just send an undated text w/o proof it was approved by the members and go: "So, hey, we're being questioned on large payments to eachother, but this random doc says that we totally could, please make it our new official governing doc.")

I think their own sloppyness regarding official business could be harming them now. Following your governing doc and dated, public, documents on what you've been doing is making you accountable, which is not just great for members, but also protects the trustees with a clear paper trail.

At the moment their only clearly documented documents are those at Companies House (dated, signed, registered etc.). If the trustees want to convincingly make the claim that the official, decades-used Articles of Association -in use at the time of payments- were actually NOT the Articles of Association, then I wonder if the written approval they should have gotten in 2013 and 2014 from the Charity Commission to change Articles 4 and 28 might be key for them to prove it. (But if they did prove it, ten there's still a discussion to be had if the Articles of Association in use on their website and officially registered to consult on were not at the time legally those that should have been adhered to, and a question why they didn't consult those when making their choices.)

&

Regarding the reply to Lucibee:
Neil Riley Said:
"Yes, we are now aware of the discrepancy. It appears that a copy of the pre-2013 Articles was sent in by error to Companies House. I am writing to them to get the error corrected."


This is now the third response to Peter White's questions, and they don't match among eachother and with the available info.

• Response 1 (at the meeting) was: focus on article 28 and the word "other". (Image from thread by Nicky proctor, see links in post #1037 above)

Note that Article 28 section (a) in defunct AoA-Nov13, which they now claim is part of AoA-Nov14, does not contain the word "other". So here Riley was referring to the section on exceptional cases that needed Charity Commission approval, which does contain the word "other".

• Response 2 was the statement: We had the wrong text as AoA-Nov 14 on our website, it is actually this text with a 2013 date in its title that we just uploaded that has the same content as defunct AoA-Nov13. Companies House has the correct and full version of these AoA which were registered in 2014.

• Resonse 3 is now: Hey, funny story, we actually also sent the wrong document that was on our website with a 2014 date in its title to Companies House. And this text is actually pre-2013. Also, despite the fact that this document was officially designated and signed by us as being "a true copy" of the document our members voted on and approved on 18 November 2014, we will now send an email and all will be fiiiiiine.

&

I made an overview on Twitter with docs:




Threadreaderapp: https://threadreaderapp.com/thread/1869712398661378213.html

(Apologies for only using my own posts, I know those best.)

Edited to add: Sorry, two-sentence summations are not my strong point.

 

[Jonathan Edwards]

It would be interesting to know what other research The ME association has felt “needs doing” so as to approach researchers directly, over the past twenty years :

From my experience Charles Shepherd has constantly been on the look-out for people who might be able to carry out biomedical research whenever something has cropped up in the literature that might look promising. He contacted me way back in maybe 2011 about the possibility of setting up a trial of rituximab - before the Simpsons did. He was involved in the setting up of a survey on harms fro GET to be made available for the NICE committee, and so on.

 

[Arvo]

It’s unclear which AoA’s were drafted in 2013 and which were adopted in 2014

I'd say that it's not unclear though - unless solidly proven otherwise, the AoA that the ME Association declared as its approved AoA before they were questioned on payments -evidenced by both its signed statement registered at Companies House, and the fact that until earlier this month the same text was online as their AoA - is the AoA 2014.

Until the trustees have actually solidly proven it's not, there's no reason to go along with their claim or muddying of the situation (like they did with that appaling statement they made recently - to me they seem to be throwing spaghetti at the wall to see what sticks, instead of following procedure to help them fix this.).

 

[Jonathan Edwards]

Articles-of-Association-05-12-2013.pdf: CreationDate: Thu Dec 5 11:23:51 2013 GMT ModDate: Thu Dec 5 11:23:51 2013 GMT Articles-of-Association-of-ME-Association-11.03.2014.pdf: CreationDate: Tue Mar 11 09:44:12 2014 GMT ModDate: Tue Mar 11 11:09:33 2014 GMT Articles-of-Association-of-Myalgic-Encephalopathy-Association.pdf: CreationDate: Tue Mar 11 09:44:12 2014 GMT ModDate: Thu Jun 28 10:05:53 2018 BST

I am also puzzled as to what happened on Jun 28, 2018 when a document (that maybe has not been seen) was modified.

 

[Arvo]

I can't follow all the twists and turns but perhaps this will help - timestamps from the PDF and DOC metadata for the different versions:

Articles-of-Association-05-12-2013.pdf:
CreationDate:   Thu Dec  5 11:23:51 2013 GMT
ModDate:         Thu Dec  5 11:23:51 2013 GMT

Articles-of-Association-of-ME-Association-11.03.2014.pdf:
CreationDate:   Tue Mar 11 09:44:12 2014 GMT
ModDate:         Tue Mar 11 11:09:33 2014 GMT

Articles-of-Association-of-Myalgic-Encephalopathy-Association.pdf:
CreationDate:   Tue Mar 11 09:44:12 2014 GMT
ModDate:         Thu Jun 28 10:05:53 2018 BST

Draft-Articles-of-Association-for-approval-at-EGM-on-19-November-2013.doc:
Create Time/Date: 2013-08-08 07:52:00
Last Saved Time/Date: 2013-08-08 07:52:00

This is a thing as well. Notice the creation and mod date for the March 2014 online PDF? Created: 11 March 2014 (this solidifies that the date in its name is indeed its creation date of 11 March 2014) AND a modification date of 28 June 2018.

This is again a sign that in 2018, the ME Association considered these their active Articles of Association.

Thank you very much Nightsong!

 

[Arvo]

I am also puzzled as to what happened on Jun 28, 2018 when a document (that maybe has not been seen) was modified.

This could have been minor alterations, like a formatting improvement before it was put online.

 

[Sasha]

Thanks for the summaries of what has happened! Can anyone do a one- or two-sentence summary of what should happen next and who, if anybody, is taking action?

 

[Arvo]

Amendments agreed at meetings held illegally don’t hold anyway, so for NR’s sake let’s hope he can prove appropriate notice was given in 2014 for the AGM. It wasn’t in 2024.

Actually, that might possibly create a wild semi-rescue for them.

If the special resolution voted on in 2014 was void because it was not approved following the AoA (e.g. inappropriate notice, failure to specify agenda,lack of quorum <--- note I'm making these up typing, I can't check the AoANov13* for that atm.), then the AoANov14 may not be considered the legal Articles of Association.

Edited: added "semi-" because there'd still be issues for the trustees.

 

[Jonathan Edwards]

Can anyone do a one- or two-sentence summary of what should happen next and who, if anybody, is taking action?

My understanding of the legal situation about Boards of Trustees is limited but my thought of what it should be is this;

Either someone acts as a Trustee in the sense of a neutral overseer of executive actions, without an executive role, or they take an executive role. People with executive roles often sit on Boards, as Treasurer or CEO, but it is inappropriate for them to act as Chairman, since there is then no longer any neutral oversight. For small organisations with funds of less than £/$50,000 these distinctions may not be practicable and are of no great concern but for a charity with £3M assets they are.

If Riley is crucial to the executive running of MEA he should not be chairman. If he is merely a neutral overseer there is no reason why someone else should not take the role after ten years.

I think what should happen is that Riley withdraws from the Board and continues whatever executive role he performs as a voluntary officer. The alternative is for a formal investigation to take lace, which may already have been triggered by enquiries made so far. I am not sure who is contacting whom but my impression is that the Charity Commission needs to be informed and may well have been by now.

 

[Jonathan Edwards]

This could have been minor alterations, like a formatting improvement before it was put online.

That makes sense, or just opened and re-saved as part of that process. So someone at MEA thought this was the right document in 2018. That leaves the question is to whether there is any other document hidden in a drawer at MEA that is what the 2014 meeting approved. If there is, it ought to have a creation history with a date later than March 11, 2014.