United Kingdom: ME Association governance issues

Dx Revision Watch said:
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..."
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How he feels that is appropriate is beyond me. Dread to think how he refers to those who are causing him a bit of a headache right now.

The more I see, the less suited I believe he is to any kind of role with any charity. He should skulk off into a deeply resentful retirement.

I’d hazard a guess that a good CEO employed wouldn’t need much handover from him.
 
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bobbler said:
This question has been floating around for quite a while now, I’d say a year. Well before November. I can’t imagine if you were destroying it that you wouldn’t check it over .

I don’t think but can someone confirm that whilst they must be kept 10yrs it’s not a case of having to destroy after that time (which would apply eg to certain types of personal data / different types of info have different regs) ?
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The Act 2006 says "At least ten years" not that they have to be destroyed after ten years:

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While I was looking for old email correspondence with Neil, I came across this which I had written to a fellow advocate in 2010 regarding the name change to "Myalgic Encephalopathy Association" passed by Special Resolution in 2001.


"As I could not remember the year in which the name change was ratified, the following information has been provided by Tony Britton, ME Association Press and Publicity:

The decision by the ME Association to use the term "myalgic encephalopathy" in their title and company documents dates back almost ten years. [2001]

The decision was discussed by the Association's Scientific and Medical Advisory Panel at the time.

It was also discussed and debated by ME Association members at an EGM (Extraordinary General Meeting).

This resulted in a vote being taken at the EGM on the name change that was held in London on 14 July 2001..

1274 MEA members voted in favour of using the term myalgic encephalopathy. 43 voted against."

​

It's interesting to me because it shows just how much influence the Association had over its membership. I wasn't involved in ME advocacy until mid 2002 but I think I have seen a copy of the magazine that contained several "for and against" opinion pieces on whether the name should be changed.

It's also interesting how many members took the trouble to vote - a total of 1317. Which is far higher than members voting in Special Resolutions for changes to the Articles or for voting in trustee elections.

AYME's membership also went on to vote in favour of formal adoption of the use of "myalgic encephalopathy".
 
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Also as mentioned above, a November 2014 meeting may have happened over ten years ago, suggesting that material from that meeting no longer has to be kept, however minutes of a meeting are not a true and accurate account till they are accepted as such at a subsequent meeting, so it is likely that any minutes drafted in November were still being processed in 2015, less than ten years ago.

So if the MEA tried not to share such minutes because of the ten year rule, that would seem suspicious and may still be unlawful.
 
Peter Trewhitt said:
Also as mentioned above, a November 2014 meeting may have happened over ten years ago, suggesting that material from that meeting no longer has to be kept, however minutes of a meeting are not a true and accurate account till they are accepted as such at a subsequent meeting, so it is likely that any minutes drafted in November were still being processed in 2015, less than ten years ago.

So if the MEA tried not to share such minutes because of the ten year rule, that would seem suspicious and may still be unlawful.
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A Company Secretary should be dealing with this type of request. It should not be left to the whim of the Chairman to decide whether or not he cares to meet the obligation to provide copies of minutes. I don't understand why they no longer have one. It does not need to be a member of the board.

It's a pity Gill Briody is no longer Operations Manager. It was Gill, as Company Secretary at that time, who had signed the Resolution certification letter for Companies House. It would have been Tony Britton who put the magazines together with the resolution notice, summary report of that year's AGM and the General Meeting for the Resolution.

Four of the current 6 trustees were trustees in 2014. Likely that some of them still have copies of the minutes as email attachments. 10 years is not all that long ago.
 
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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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Despite requesting a response from some one else, I just received this response from Neil:

Peter

I take it that you read sections 355 and 358 of the Companies Act 2006 before making accusations of providing " both misleading and false information"

358
Inspection of records of resolutions and meetings
(1)
The records referred to in section 355 (records of resolutions etc) relating to the previous ten years must be kept available for inspection—
(a)
at the company's registered office, or
(b)
at a place specified in regulations under section 1136.
The documents, including Minutes, you required were over 10 years old and therefore do not have to be kept for inspection. That is why I said you were not entitled to inspect them. Any document which the Companies Act directs must be provided and which is "younger", we shall of course provide.

Neil
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Neil Riley said:
The documents, including Minutes, you required were over 10 years old and therefore do not have to be kept for inspection. That is why I said you were not entitled to inspect them. Any document which the Companies Act directs must be provided and which is "younger", we shall of course provide.
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He could have sent you the minutes in the time it took him to tell you the excuse he's found to deny your reasonable request.
 
Peter Trewhitt said:
Despite requesting a response from some one else, I just received this response from Neil:
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He's just shown his hand, hasn't he - he's playing the 10 year card.

But really, what's he hiding? Have they really just deleted all record of the minutes of the meeting, or, are they just refusing to share what they have because it's over ten years?

Still, the minutes would surely have to have been shared as part of the 2015 meeting for approval from the members, so, would need to be public record as of that date?
 
Fainbrog said:
He's just shown his hand, hasn't he - he's playing the 10 year card.

But really, what's he hiding? Have they really just deleted all record of the minutes of the meeting, or, are they just refusing to share what they have because it's over ten years?

Still, the minutes would surely have to have been shared as part of the 2015 meeting for approval from the members, so, would need to be public record as of that date?
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Had they even done the minutes within this timeframe after the meeting? A lot of places it takes quite a while for them to be typed and approved internally anyway so the idea they are from the meeting of Xth Nov doesn’t mean the minutes are over ten years before peters first request at all
 
It's certainly a very odd route for a charity to take. For sure, someone will have copies of the minutes and related material explaining what was being voted on. The information will come to light. Given that, surely it is better for the MEA to be seen as transparent and provide the material themselves?

If it supports their assertion that it's just that the wrong Articles of Association were filed, then great. There are probably some lessons to be learned and processes to be tidied up. But mostly everyone can move on to other things.

If it doesn't, then the situation could still be managed relatively easily with an admission that the Trustees got things wrong, a bit of clarity around the contracts to assure people that they were above board, apologies and promises, backed up by action, to do better.

If this were the only problem and things were swiftly and well handled from here, a Chair could survive this. But this is far from the only problem, with the Chair's attitude a significant factor in all of them, so I think the Chair's resignation is a necessary part of the tidy up.
 
Peter Trewhitt said:
Despite requesting a response from some one else, I just received this response from Neil:
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I just replied to Neil saying I wished to address these issues with someone else and sent the following to the MEA general admin email address, copied to Charles Shepherd:

Dear MEA,

I repeat my request that I have someone other than Neil Riley deal with my communications on these issues, and with my concerns about his communications.

The most recent, now unsolicited, email I received from Neil asserts that the MEA has no obligation to provide me with information relating to the associations general meetings of 2014, as you are allowed to scrap such records after ten years. Nowhere in the 2006 Act does it say that the association can refuse access to such information after 10 years, only that you are not obliged to keep it longer than 10 years.

Is it the case that the MEA has destroyed records relating to all general meetings that took place in 2014? If the records have been destroyed it would seem profoundly worrying that the association chose to destroy them so very promptly when there is a need for the Association to evidence the paper trail that produced the current articles of association, when there has been concern about which articles are current, and when it seems that the association lodged an incorrect draft with presumably both Companies House and the Charity Commission and failed to notice this for 10 years. If they have not been destroyed I maintain that the 2006 Act still guarantees me access.

Further minutes of General Meetings only exist as drafts until they are accepted at a subsequent meeting, so it is highly unlikely that minutes from November were fully adopted over ten years ago. So I would maintain that, even if Neil where right in his idiosyncratic interpretation of the 2006 Act, the minutes of the November 2014 general meeting(s) would still have been presented at subsequent meeting(s) in 2015, and so are part of the record of meetings that took place less than ten years ago. In which case I request access to those 2015 minutes and the attached 2014 minutes they addressed.

Further my most recent email requesting someone other than Neil deal with this, raised a number of points of which accessing a set of minutes in 2014 was only one. Neil completely failed to acknowledge the other points including those requests for information relating to 2015 majority of which occurred less than ten years ago.

I request that my concerns about recent communications and my concerns with the MEAs complaints procedures now be shared with all the trustees.

As I said in my previous email I will share this email and any responses with others and plan to publish it on the Science for ME forum. It is incredible that the MEA, or at least it’s Chair, should put so much effort into preventing people from seeing records that I previously had no doubt would make it clear that the MEA and it trustees acted with the utmost probity.

Yours,
Peter Trewhitt
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Are we now in a situation where give someone enough rope and … … …
 
Whether or not the documents are available or legally viewable there is still no explanation for the convening of a meeting to make, apparently, no substantive changes to AoA. Riley's response sounds to me like bluster.

It is inconceivable that copies of the relevant documents are not available somewhere. And as noted, if they show there was a simple human error then all that is needed is to let everyone see what happened.
 
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Jonathan Edwards said:
Whether or not the documents are available or legally viewable there is still no explanation for the convening of a meeting to make, apparently, no substantive changes to AoA. Riley's response sounds to me like the bluster of an old man who has lost his grip completely.

It is inconceivable that copies of the relevant documents are not available somewhere. And as noted, if they show there was a simple human error then all that is needed is to let everyone see what happened.
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It's beyond farce now. He's tying himself in knots over what he's saying to one and to another.

Agree, they just need to front it and say 'here's the documents, read it and weep, I was right all along' and it will all go away.

ETA: well, it might not entirely go away because it will spawn a whole other line of questioning about why they have obfuscated all this so much..
 
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Jonathan Edwards said:
.........there is still no explanation for the convening of a meeting to make, apparently, no substantive changes to AoA.
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Indeed. And at the same time, the AoA registered in 2014 does show logical amendment to the 2013 AoA regarding the ME Association's objectives, its property and allowed payments (including the removal of that loose "director's expenses" in Article 4 that was not present as a header in the rest of the document), and more specification on what happens in the case of dissilution..

See Dx Revion Watch's earlier side-by-side comparison of the AoA registered and signed in 2014 with the sudden replacement document that is a copy of the AoA registered and signed in 2013:
Dx Revision Watch said:
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".

------------------------------------------------------------------

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
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As you can see they show natural progression from 2013 to 2014, e.g. in Article 3 which was amended by having "restricted to the following purposes" removed. (If I remember right, then charities have to stick to their objectives, but such an absolute restriction in your government document can create issues when you branch out a bit as an aside on occasion.)

(edited to fix two typos)
 
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