United Kingdom: ME Association governance issues

Arvo said:
The Q&A section was added after the 12 December. Did it appear simultaneously with the statement or later, do you know @Dx Revision Watch ? You copied it here on 20 December, do you know if that was the date it appeared?

I skimmed it again yesterday, and noticed this doozy in the section on "General AGM questions":

Holy forking shirtballs batman.

Not only is an AGM a moment to conduct business and make important choices (not the place where members "hear about the work of their charity" as first mention), but it is also not some generous gesture bestowed upon members on the trustees part, the Company is obliged to hold one as per the Company Act and Article 32 of the ME Association's Articles of Association (AoA - both the 2013 and the 2014 version). They must hold an annual meeting by law.

This is again misinformation to their members and a demonstration that the trustees absolutely don't know or don't care about the ME Association's AoA.
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Rank amateurs , sadly .
Glibly unaware of how much damage this does .
 
MEA said:
As to the AGM, this is an occasion for the membership to hear about the work of their charity and question the trustees. There is no requirement for the charity to have an AGM but the trustees believe it is useful to our members.
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Cinders66 said:
Not only is an AGM a moment to conduct business and make important choices (not the place where members "hear about the work of their charity" as first mention), but it is also not some generous gesture bestowed upon members on the trustees part, the Company is obliged to hold one as per the Company Act and Article 32 of the ME Association's Articles of Association (AoA - both the 2013 and the 2014 version). They must hold an annual meeting by law.
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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.]
 
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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:
Question:
People have said that you have contracted out services to trustees without the consent of the Charity Commission and that the payments are illegal. Is that true?

Answer:
No. That is entirely wrong. The allegation has no foundation.

Our Articles permit the charity to enter a contract with a trustee to provide services to the charity. This is a common occurrence with charities. Many do this and the Charity Commission recognises the value of such arrangements to charities. There are strict rules for this laid down by the Charity Commission, including provisions covering conflict of interest. Those rules, which appear both in our Articles and in the Charity Commissions requirements, have been fully complied with.

Please note that the ME Association does not employ a Director of Communications and that contracts issued in respect of either Campaigns or IT systems comply with our Articles and follow Charity Commission regulations.
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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.

Our Articles permit the charity to enter a contract with a trustee to provide services to the charity.
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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.
This is a common occurrence with charities.
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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.
Many do this and the Charity Commission recognises the value of such arrangements to charities.
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A repeat, and idem.
There are strict rules for this laid down by the Charity Commission, including provisions covering conflict of interest.
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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.
Those rules, which appear both in our Articles and in the Charity Commissions requirements, have been fully complied with.
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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.
Please note that the ME Association does not employ a Director of Communications and that contracts issued in respect of either Campaigns or IT systems comply with our Articles and follow Charity Commission regulations.
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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?
 
Looking at the Charity Commission rules on holding AGM's I note that they changed and now not all charities have to hold an AGM. However, looking further, it seems that Charities like the MEA that have voting members, not just trustees, do need to hold an AGM:
https://www.gov.uk/government/publi...eetings#meaning-of-words-and-expressions-used
______________

Annual general meetings (AGM)
If your charity has a separate voting membership, your governing document should set out rules about AGMs which you must follow. You must also follow any legal rules that apply to your type of charity.

The AGM is an opportunity for you to:

  • update members about the charity’s performance and achievements of the past year
  • present the charity’s annual accounts and trustees’ annual report
  • cover any other business, such as the appointment of new trustees
The AGM is also where the members can ask you questions about how the charity is being run.

Check if your governing document sets out what business you must carry out at an AGM.

The chair of the AGM should make it clear to the members which votes (if any) are binding on the trustees.

Your governing document should also tell you when to hold the AGM and how much notice you need to give. If it does not, you should give reasonable notice, such as a minimum of 3 weeks.

You should record which members attend an AGM. For example, by signing a register. For virtual and hybrid meetings, you should keep a record of the people who attend the meeting electronically.

Do all charities hold an AGM?
Check if your charity’s governing document says you must hold an AGM. For example, some village hall charities are required to hold an AGM for people in the local community that use the hall.

You can hold an AGM even if your governing document does not say that you must.

If your charity is a company, you do not need to hold an AGM unless your governing document says that you must.

Other types of general meeting
Membership charities may also hold extraordinary general meetings or special general meetings if you need to. For example:

  • to carry out any urgent business that must be decided by the members, such as a decision to change your charity’s governing document
  • to consult your members on any important decisions you are making, especially ones that will affect them
Your governing document should tell you how to call these types of meetings, for example the amount of notice you must give.
_________________

The MEA Articles of Association linked from their website
https://meassociation.org.uk/about-the-mea/policies-and-documents/
https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf

says:
General Meetings 32. Each year the company must hold an annual general meeting in addition to any other general meeting in that year. The annual general meeting must be specified as such in the notices calling it and must be held within 15 months of the previous annual general meeting

Alteration of the articles 47. (a) The company may alter these articles only by a special resolution. A special resolution must be passed at a meeting of members of which 21 clear days notice has been given of the intention to pass a special resolution and at which 75% of those voting must be in favour of. Such a resolution may be passed on shorter notice if 95% of members having the right to vote agree. (b) No alteration may be made to an article, which directs or restricts the way monies or property of the company may be used without the Charity Commission's prior written approval.
 
Peter Trewhitt said:
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.
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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.
 
Dx Revision Watch said:
I suspect that if CH does accept that an error was made when forwarding a document for filing ten years ago, it will accept in good faith rather than demand documentary proof that the Resolution adopted at a general meeting in November 2014 was adopted at a properly convened meeting or require proof that the document which is said to be the "correct" document is the document for which the Special Resolution was passed on 18 November 2014.
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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:
Arvo said:
From some looking around, I think the bigger, way more problematic issue for Riley & co may be that he probably can't change the Companies House registration without either a member vote on a special resolution or a court order, where they'll have to prove the AoA-Nov14 was not right.
(You can use form RP04 to make trivial corrections: that would have been applicable to the Trustee Act/Company Act error, but not to change a whole governing document registration as a woopsie.)
And at the moment, like I said, I very much doubt they can prove that it's not the "real" AoA-Nov2014, given the situation and what they have shown so far.


The Companies Act 2006 provides for this situation under Part 35, sections 1095-1098. (I have been too unwell to figure out the text, I have seen only amended bits.) But there is also this big reorganisation going on, these parts of the CA2016 are now amended and taken up in the Economic Crime and Corporate Transparency Act 2023. Companies House will be reformed. It's going to be even more alert that the data they hold is correct.

So I suspect that Rileys attempt that he wrote to Lucibee about, ""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.", will be amply inadequate.
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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:
Fainbrog said:
Surely the whole point of documents being lodged with CH and the CC is to prevent the re-writing of history and changing things when circumstances mean a board doesn’t want to be bound by what was previously agreed?
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Peter Trewhitt said:
It seems like each time the MEA responds to clarify issues and to defend the trustees actions, I feel less confidence in them.
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What I find extra gobsmacking about it, is that this was so easy to avoid by the ME Association.:banghead:

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."
 
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Arvo said:
The Q&A section was added after the 12 December. Did it appear simultaneously with the statement or later, do you know @Dx Revision Watch ? You copied it here on 20 December, do you know if that was the date it appeared?
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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.
 
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Cinders66 said:
2% of the affected population vs

their attitudes, actions and representation affects us all

as if they have only to serve the needs and views of a limited membership who may be of a type

and wanting primarily some information and a helpline and a slow walk to feeedom & ignoring non members (many for a reason) is a problem.
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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
 
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Arvo said:
The Q&A section was added after the 12 December. Did it appear simultaneously with the statement or later, do you know @Dx Revision Watch ? You copied it here on 20 December, do you know if that was the date it appeared?

I skimmed it again yesterday, and noticed this doozy in the section on "General AGM questions":

Holy forking shirtballs batman.

Not only is an AGM a moment to conduct business and make important choices (not the place where members "hear about the work of their charity" as first mention), but it is also not some generous gesture bestowed upon members on the trustees part, the Company is obliged to hold one as per the Company Act and Article 32 of the ME Association's Articles of Association (AoA - both the 2013 and the 2014 version). They must hold an annual meeting by law.

This is again misinformation to their members and a demonstration that the trustees absolutely don't know or don't care about the ME Association's AoA.


Edited to add: see posts #1248 and #1251 below.
Apparently the law no longer requires an annual AGM from charitable companies unless it is required by their governing document (the AoA), which it is in case of the ME Association.

And note that I use the word misinformation as in "wrong information", information that makes people misinformed. Wheter it's disinformation as well I could not say, although I expect it isn't.
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That’s bad …


And chimes with the attitude issues we’ve seen elsewhere
 
Dx Revision Watch said:
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.
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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.
 
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Peter Trewhitt said:
My reply to the Chair’s email provided no new information or details of the meeting that agreed the articles of association now listed as the current version. However he did direct me to a new Q&A section linked to from towards the bottom of the Policies and Documents page (https://meassociation.org.uk/about-the-mea/policies-and-documents/ ).

[edited to correct typos]
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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 may be getting confused, if so I apologise, thirty years of ME mean my brain fog is deeply entrenched, but I could not find any details of the meeting that adopted the current articles of association in the Q&A section of the MEA website you directed me to. Companies House indicated a date of 18-11-2014 for the adoption of the articles they have, though as you have said the version they have is not the most recent but an earlier one sent in error.

Could you please confirm if the current articles linked to from the website were adopted on the 18-11-2014 and if this was at an AGM or a specially called general meeting? Again how can I access the minutes of this meeting? If they are not available online who should I contact to obtain a paper copy?
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I also questioned the appalling assertion that the MEA need not hold AGMs:

Whilst reading through the Q&A section you directed me to, I was very surprised to see an assertion that the MEA has no legal obligation to hold AGMs. I assume this was posted in error and will be corrected. Though there are now no external laws requiring a charity to hold AGMs, any charity does have a legal obligation to operate within its own articles of association. The articles linked to from the MEA website, as per article 32, say the MEA ‘must’ hold an AGM, which means for the MEA not to hold an AGM would be unlawful.
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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.
 
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