United Kingdom: ME Association governance issues

@bicentennial

It's likely I still have the emails between me and Neil Riley from early 2009, when I enquired about the reference to the "ME Society" on their website's landing page, on one of my old laptops which can still be persuaded to boot.

But given the current issues with the MEA and given that I am still in correspondence with Companies House in relation to the 2014 Articles, I'm not sure I want to spend much more time on what appears to me to have been a company registered with the intention of protecting the use of "The ME Society" by other ME organisations (in particular, by former MEA trustee, Diane Newman and the Cambridge and Peterborough ME group and Colin Barton's Sussex and Kent ME group that had both been using the name informally) which has since served no other purpose.
 
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Peter Trewhitt said:
Why on Earth are the MEA creating such a palaver about failing to provide what ought to be a very simple paper trail for adopting the current articles of association?
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The only possibilities I can conclude; Riley is trying to be clever (and failing), they have something they really don't want to make public, or, they are just utterly incompetent and should not be in charge of the charity (or, a combo of a three).
 
Dx Revision Watch said:
The Special Resolution that was passed on 18 November 2014 has already been posted in this thread. Here is the certification letter, signed by the then Company Secretary, Gill Briody, that accompanied the copy of Articles as were sent to Companies House:

2014-r.png
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Isn't the problem that the actual minutes of the meeting haven't been made public, including a copy of the new Articles of Association, and presumably some sort of explanation that was given to members on why they are encouraged to vote for the change. Specifically some explanation to members taking part in the vote of why the trustees thought it appropriate to add clauses about payments to trustees for contract work.
 
I remember some years ago the MEA produced an index of Charles Shepherd's medical articles across years of MEA magazines, with the idea people could dig out the relevant magazine to find the relevant article. So there is an assumption that many people do keep back copies. I didn't.
 
Peter Trewhitt said:
Why on Earth are the MEA creating such a palaver about failing to provide what ought to be a very simple paper trail for adopting the current articles of association?
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Here is my fifth attempt at getting details of the MEA’s general meeting that adopted the ‘current’ articles of association. This time I contacted the general office and asked that my request was dealt with by someone other than the chair as I lacked confidence in his previous responses:

Under the 2006 Companies Act members have a right to access minutes of general meetings of the Association. I would be grateful if you could:

1. Let me know what general and annual general meetings of the Association were held in 2014 and 2015
2. Confirm if both a general meeting and an AGM were held on the same day on 18/11/14
2. Confirm that the current articles of association (https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf ) were adopted by the MEA at a specially called general meeting on 18/11/14
3. Provide me with a copy of the minutes and any associated paperwork from the general meeting held on 18/11/14
4. Confirm which subsequent general meeting certified the minutes of the general meeting that adopted the articles of association on 18/11/14 as a true and accurate account
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Peter Trewhitt said:
Here is my fifth attempt at getting details of the MEA’s general meeting that adopted the ‘current’ articles of association. This time I contacted the general office and asked that my request was dealt with by someone other than the chair as I lacked confidence in his previous responses:
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Thanks Peter, appreciate your efforts to get the info.
 
Trish said:
Isn't the problem that the actual minutes of the meeting haven't been made public, including a copy of the new Articles of Association, and presumably some sort of explanation that was given to members on why they are encouraged to vote for the change. Specifically some explanation to members taking part in the vote of why the trustees thought it appropriate to add clauses about payments to trustees for contract work.
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Any explanations for the changes being proposed via the 2014 Special Resolution, if given, would have been included in the issue of the magazine that contained the November 2014 Resolution ballot slip.

But if the version of the Articles that Neil Riley has said are the Articles that had been voted in favour of on 18 November 2014 (as opposed to the version that he says had been sent in error) then the only changes from the previous (2013 Articles), as registered with Companies House in late November 2013, is this:

The change of "2000 Charity Act" to "Trustee Act 2000". There were no other differences that I can see between the 2013 Articles and the "correct" 2014 Articles.

Specifically some explanation to members taking part in the vote of why the trustees thought it appropriate to add clauses about payments to trustees for contract work
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But nothing had been added, because apart from the updating of "2000 Charity Act" to "Trustee Act 2000" there are no other changes.

Which is why I reposted the image of the Resolution certification letter - because as far I understand, all that was being voted on that year was adopting the "new form" for Articles. And if that had been all that was being voted on in 2014, it's unclear why they needed to call another General Meeting since the adoption of the "new model form" had been included in the Resolution of November 2013.

However, if it transpires that there were other changes being voted on in 2014, in addition to the adoption of the "new form", then the version of the Articles that Riley is saying were the "correct" 2014 and which should have been sent to Companies House can't be the "correct" version, since there are no material changes to "Allowed payments" between 2013 and 2014.


The updating or correction of "2000 Charity Act" to "Trustee Act 2000" would probably be considered a minor amendment which could have be done without the need for a Resolution.

As you can see in the image, there is no other difference between that section of the document in the version that Riley says should have been sent in with the Special Resolution certification letter, and the text of "Allowed payments" in the 2013 Articles.

It's the version that was sent to Companies House, apparently in error, that differs from the 2013 Articles in four sections, including "Allowed payments":


3-versions-1.png
 
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OK, I have dug out my correspondence with Neil Riley in early 2009 regarding this text on their MySpace page:


"Also known as The ME Society we provide as much up-to date info, practical
advice and support as we can for people affected by ME/ CFS/ PVFS. The support
and info also extends to helping sufferers' families and carers."​


On 12 February 2009, in addition to another query regarding the MySpace page, I had asked Neil: "Since when has the ME Association also been known as "The ME Society"?

Neil's response on 13 February was:

As to our website and the word "Society". Over the years The ME Association has received calls both to the office and to its wonderful MEConnect Telephone Helpline asking to speak to "The ME Society".

We also get written communication addressed to us in that way. It seems that, as a National Charity, we are known by the name "Society" as well as being called an "Association". I guess this may be for two reasons. First, that The ME Association was the first substantial charity in the field of ME/CFS and secondly that people who first come across ME do not know the official names of each charity. To them it does not matter that we call ourselves an Association or a Society; they just wish to speak to someone about ME/CFS. Our website therefore merely reflects the fact that most people know us as the ME Association but others as the ME Society. You will note that we used the words "sometimes known as The ME Society" and not "also known as".​


In February 2009, the wording on the MEA's website had said:

https://web.archive.org/web/20090202042751/http://meassociation.org.uk/

Welcome to The ME Association, sometimes known as The ME Society."​


On 14 February, I wrote back:

[...] Since there is already another UK organisation operating under the name of "The M.E. Society" (the organisation formerly operating under the name of the Peterborough ME and CFS Self Help Group, Chair: Ms Diane Newman) it may also result in confusion.​

The domain names:

www.mesociety.co.uk and www.mesociety.org have already been registered.

I should be grateful if you would confirm, please:

1] Whether the MEA has registered these domain names and if so when?

2] When the text on the MEA's main website was changed to read "Welcome to The ME Association, sometimes known as The ME Society..."

3] Whether the MEA intends to reconsider the appropriateness of the use of the text "Also known as The ME Society..." on the MySpace site which is incorrect and misleading?​


To which Neil replied:

As to the domain names, I understand that you can do a search to find out who registered them. Neither sites seem to be up and working yet but are still under development. I can assure you that the MEA is not currently developing any further websites other than the ones of which you are aware.

As to the ME Society, a small local group in Peterborough calling itself that would appear to be having delusions of grandeur as that name rather suggest a National Charity, such as ours. I do hope that you will take this up with the organisers. It is clearly a matter that requires your investigative talents.

Lovely to hear from you again. Hope you are well.​


In an email a couple of days later, he added:

The text was changed some time ago. For some years we have tried to get many who choose to address us as The ME Society to recognise that we are called an "Association" rather than a "Society". To most newcomers to the world of ME/CFS I guess it makes no difference and that's why they "sometimes call us the ME Society"

I have no objection to the alteration to the MySpace entry, so that it reads "sometimes known as The ME Society"​


Note that there was no mention by Neil of any plans at that point to register another company name with Companies House.

On 7 May 2009, the private limited company: THE MYALGIC ENCEPHALOPATHY SOCIETY LIMITED Company number 06898702 was Incorporated.

PDF: Articles of Association, 7 May 2007


By at least 15 August 2009, the text on the Association's website had been changed to:

"Welcome to The ME Association, also registered as The ME Society."

​
Except it is not registered with Companies House as "The ME Society" per se, but as "THE MYALGIC ENCEPHALOPATHY SOCIETY LIMITED".

"The ME Society" is listed on the Charity Commission site as a "Working name". A search for "The ME Society" returns the ME Association's entry as the first in a list of dozens of ME orgs plus some non ME organisations.
 
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Just putting this here for possible future reference:

Whilst reviewing my correspondence with Neil Riley on my old laptop, I came across this from March 2006:

Without going into the context as it involved a named minor's honorary membership of the Association:

I had asked: "Does Ms Flack* have access to the membership list?"

*The late Angela Flack was a trustee at the time.

Mr Riley's response was: She does, as does the world at large, because the membership list of a Company is in the public domain and it is a requirement of our Law that it is not kept .confidential. I suspect you may know this.
 
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MrMagoo said:
“Delusions of grandeur” Neil? He’s not a bit circumspect nor respectful.
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Indeed and he was referring to someone who had been a trustee of the ME Association for a brief period.

Did you also notice the: "I do hope that you will take this up with the organisers. It is clearly a matter that requires your investigative talents. Lovely to hear from you again..."
 
Neil Riley said:
As to the ME Society, a small local group in Peterborough calling itself that would appear to be having delusions of grandeur as that name rather suggest a National Charity, such as ours. I do hope that you will take this up with the organisers. It is clearly a matter that requires your investigative talents.
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Incredibly supercilious and condescending. There is absolutely no way this guy should be leading any large charity, let alone one dealing with very ill & often vulnerable people. Perhaps there is a whelk stall in need of new leadership...
 
dratalanta said:
To state the obvious, MEA are not legally obliged to retain the minutes for Nov 2014 past Nov 2024 (ten years). But they would be well advised to search through their electronic and physical filing cabinets for a copy of the 2014 AGM minutes.
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The November 2014 Special Resolution was passed at a General Meeting (formerly known as an EGM), which may or may not have been held on the same day as that year's AGM:
https://dxrevisionwatch.com/wp-content/uploads/2024/12/2014-r.png
 
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Nightsong said:
Incredibly supercilious and condescending. There is absolutely no way this guy should be leading any large charity, let alone one dealing with very ill & often vulnerable people. Perhaps there is a whelk stall in need of new leadership...
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Nah! I've already posted here or on Twitter/X that I would not trust this board with the running of a whelk stall.

I've only ever eaten one whelk. Many years ago, when I first moved to Dorset, I bought a little dish of whelks from a stall on Poole Quay. I still hadn't finished chewing the first one by the time I'd walked back to the bus station which is a good 15 minute trek up the High Street. It was like trying to masticate a rubber tyre.
 
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