This morning, I have once again compared a copy of the 2013 Articles as registered on Companies House with the document which has been uploaded in the last few days to the MEA's website, for which this link is given in Neil Riley's 17 December statement:
https://meassociation.org.uk/wp-content/uploads/2024/12/Articles-of-Association-05-12-2013.pdf
Note the date on the PDF is "05-12-2013" which post-dates the 19 November 2013 EGM if the date is meant to be 5 December 2013, or predates the EGM if the date is meant to be 12 May 2013.
I have found the following differences (there may be others I have missed but these are all I have picked up today. If anyone finds other differences between the registered 2013 Articles and the document uploaded a few days ago, please let me know and I will add them to this post):
Apart from the addition of a single full point in one clause
(we former graphic designers notice these things), the only other difference I could spot is:
"2000 Charity Act" in the 2013 Articles as registered on Companies House appears as
"Trustee Act 2000" in the MEA's document, which has replaced the copy of the 2014 Articles taken down a few days ago.
For all intents and purposes, Mr Riley has replaced the 2014 Articles adopted on 18 November 2014 with a copy of the adopted 2013 Articles, with the exception of one edit ("2000 Charity Act" to "Trustee Act 2000"), and has described this document as the "correct 2014 version of the Articles".
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I have also compared again a copy of the 18 November 2014 Articles as registered on Companies House (and which has sat on the MEA's website since at least March 2019 to at least 4 December, this year) with the replacement document which has been uploaded to the MEA's website.
These are the differences I found. Again, if others have found additional differences, do let me know.
I have bolded the differences between the two documents.
2014 Articles
Objects of company
3. The objects of the company are:-
(a) to offer relief to persons of all ages with Myalgic Encephalopathy (ME)/Chronic Fatigue Syndrome (CFS) through the provision of information and
(b) to further education in all aspects of the illness and
(c) to support research into the illness including the making of grants and to publish the useful results of that research
Riley's replacement document
Objects of company
3. The objects of the company are
restricted to the following purposes:-
(a) to offer relief to persons of all ages with Myalgic Encephalopathy (ME)/Chronic Fatigue Syndrome (CFS) through the provision of information and
(b) to further education in all aspects of the illness and
(c) to support research into the illness including the making of grants and to publish the useful results of that research
2014 Articles
Use of income and property
4. The income and the property of the company shall be applied solely towards the promotion of its objects and no part shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to members of the company and no director may be appointed to any office of the company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the company except as shown under “Allowed payments”
Riley's replacement document
Use of income and property
4. The income and the property of the company shall be applied solely towards the promotion of its objects and no part shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to members of the company and no director may be appointed to any office of the company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the company except as shown under
“ Directors’ expenses” or “Allowed payments”
2014 Articles
Winding up or dissolution of the company
5.
(a)The Board of directors or a general meeting may decide at any time to dissolve the company. The company shall then call a meeting of all members and all parties who may have an interest in the company. Any surplus must be used in accordance with the provisions of the articles.
(b) If the company is wound up or dissolved, and there remains any property after all debts and liabilities have been met, the property must not be distributed among the members of the company. Instead it must be given or transferred to some other charitable institution or institutions. This other institution must have similar objects to those of the company and must prohibit the distribution of its income and property among its members to an extent at least as great as that required by these articles.
( c) The institution will be chosen by the members of the company at or before the time when the company is wound up or dissolved and if that cannot be done then the property shall be given to some other charity or charitable object
Riley's replacement document
Winding up or dissolution of the company
5.
(a)The Board of directors or a general meeting may decide at any time to dissolve the company. The company shall then call a meeting of all members and all parties who may have an interest in the company
(b) If the company is wound up or dissolved, and there remains any property after all debts and liabilities have been met, the property must not be distributed among the members of the company. Instead it must be given or transferred to a charitable institution or institutions. Such institution must have similar charitable objects to those of the company and must prohibit the distribution of its income and property among its members to an extent at least as great as that required by these articles.
( c) The institution will be chosen by the members of the company at or before the time when the company is wound up or dissolved
2014 Articles
Allowed payments
28. The company may pay: -
(a) Reasonable out-of-pocket expenses to any member of the Board of directors;
(b) Any premium in respect of any indemnity insurance to cover the liability of the Board of directors which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the company; provided that any such insurance shall not extend to any claim arising from any act or omission which the Board of the company knew to be a breach of trust or breach of duty or which was committed by the Board of directors in reckless 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 ;
(c) 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.
Riley's replacement document
Allowed payments
28. The company may pay: -
(a) Reasonable and proper payment to any officer or servant or director of the company for any services to the company. For the purpose of clarity no payment may be made for the normal duties of a charitable trustee. Payment for services to a director may only be made where:-
1. there is a written agreement between the charity and the person who is to be paid
2. the agreement sets out the exact or maximum amount to be paid
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
4. the payment is reasonable in relation to the service to be provided
5. the directors are satisfied that the payment is in the best interests of the company
6. the Board of directors follows the 'duty of care' set out in the Trustee Act 2000
7. the total number of directors who are either receiving payment or who are connected to someone receiving payment are in a minority
(b) Reasonable out-of-pocket expenses to any member of the Board of directors;
(c) Any premium in respect of any indemnity insurance to cover the liability of the Board of directors which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the company; provided that any such insurance shall not extend to any claim arising from any act or omission which the Board of the company knew to be a breach of trust or breach of duty or which was committed by the Board of directors in reckless 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.
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In 2013, two documents were uploaded to the MEA's website:
A draft Articles for approval at the 19 November 2013 EGM and a copy of the 2007 Articles. As others have noted, these have been captured on Wayback:
https://web.archive.org/web/2013110....org.uk/about-the-mea/policies-and-documents/
Daft Articles of Association (for approval at EGM on 19th November 2013)
Memorandum & Articles of Association (‘pdf’ document – file size: 102kb)
If the PDF of the 2007 Memorandum & Articles of Association won't load for you I have a copy here:
https://dxrevisionwatch.com/wp-content/uploads/2024/11/memorandum2020articles_17th_february_2007.pdf