United Kingdom: ME Association news

Whoa, I missed that in your first post. Must be. (But if not..... it would be another gobsmacking twist in this saga.)

 

There are no entries in the Filing History beyond this October 2024 resignation:

https://find-and-update.company-information.service.gov.uk/company/02361986/filing-history?page=1

25 Oct 2024 Termination of appointment of Georgina Evans as a director on 20 October 2024 View PDF


so I am pretty confident that no amendments to Articles have been registered since the registration of the 18 November 2014 Articles. But for the paper trail, I need CH to confirm that is was a typo before I submit further questions.

 

Same. Also not after October because for amendments to Articles the members should have had to vote about it and afaik it wasn't on the agenda for the last AGM, no?

 

Absolutely @bobbler well put.

 

No, it wasn't on the last AGM agenda and there have been no general meetings (previously known as "EGMs") called for changes to the Articles. And yes, proposals for changes would have required a special resolution.

I'd be interested to hear Riley's comments to the 15-day notification rule for amendments.

Remarkable that none of them had apparently noticed in 10 years that the Articles they signed off on and submitted for registration was "the wrong document". Has no-one looked at it since? I hesitate to use the word "clusterfuck" on S4ME but that's what it is and the more Riley says the deeper the hole he is digging for himself and his fellow trustees/directors.

Well, yes we messed up with the document 10 years ago but not to worry, we'll just toss this registered version out the window and look, we've found another document that suits us better - we'll call it the real Articles.

His insouciance is astonishing. Lawyer, too.

 

Well said @Kitty

 

I think this is where I struggle with it; both trusted sources of the articles that have been in the public domain for a significant period of time, match (CH and MEA websites).

 

Are we at the point where MEA members should be asking the Trustees not only for both confirmation as to which is the correct version of the articles of association but also a copy of the minutes of the general meeting (AGM or otherwise) at which they were agreed, but also request a new general meeting after the presumed current articles are shared with all members and where the membership is asked to confirm their support for those articles, allowing them to be lodged or re lodged with the Charity Commission and Companies House preventing any further ambiguity/confusion?

Obviously it is now incumbent on the Trustees to explain how the current confusion over the articles of association has arisen and to apologise to those who had expressed concern that the Trustees had not acted in accordance with the articles as any confusion about which version applied must be laid fairly at the association’s door.

I do plan to contact the Association on this but have been waiting for more clarity on the issue.

 

My three ha'porth would be that we're at the point where members shouldn't have to ask, because it's obvious a full statement is needed clarifying what has happened and what is going to happen next.

As it's Christmas and may be difficult to get people together for discussions, a holding statement would probably be acceptable as long as it says when further clarification can be expected.

 

I would just take the whole sorry tale to the Charities Commission and let them look into it.

 

I agree, we should not ask the MEA.

As you know, I am already in contact with Companies House and will be submitting more questions over the holiday period.

I agree the CC should also be contacted.

 

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.​

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

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

 

I think Mr Riley has been given ample opportunity to explain his actions. Instead of setting out clearly why he has done what he has done and what led up to it, he has obfuscated. It's time that the CC and CH dealt with this.

To call a general meeting, if the board won't call one when requested, requires 5% of the voting membership.

 

I’m going to dump some ideas, then elaborate a bit later

Link - The Essential Trustee, what you need to do. Guidance by Charity Commission.

https://www.gov.uk/government/publi...tee-what-you-need-to-know-what-you-need-to-do

S3 - trustee appointments. (The following is paraphrasing) You must follow your governing document, if you don’t specify terms you follow relevant legal practice. Conflict of interests info. If trustee appointment breaches rules, it’s not valid.

S5 comply with your charities governing document and the law.

S6 act in the Charities best interests. Includes avoid putting yourself in a position where the charity and your personal interest are in conflict. Not receiving any benefit (or your family/partner) unless it’s properly authorised. Payments and interests is a large section with its own guidance https://www.gov.uk/government/publications/trustee-expenses-and-payments-cc11

S8 act with reasonable skill and care



the attachment described when the Charity commission should be notified of a serious event and this includes reputation damage, harm to beneficiaries or reputation

This is a link from the Charity Commission, guidance on warnings to charities and trustees. It describes their statutory power to issue a warning to trustees and charities. There does not need to be an open inquiry to issue a warning.
https://assets.publishing.service.g...arnings_to_charities_and_trustees_Q_and_A.pdf
From the above - what is a breach of trust or duty, misconduct or mismanagement

 

I think the CC needs to be informed of all of the issues, which includes the “movement” article, the non-apology, the “I am Complaints Officer” article, the attempts to add the motion to the AGM by Nic? The ultimate refusal to do so, the format of the AGM, the emails to P White and threatening legal action statement.

This behaviour is damaging to the reputation and the community the charity represents

 

I have purely personally emailed the MEA asking them to confirm that the pdf downloadable from their statement (https://meassociation.org.uk/2024/12/mea-statement-regarding-articles-of-association/) dated 2014 in the link is the most upto date, to confirm the actual date it was adopted as the pdf itself is undated and to provide a link to the minutes of the meeting at which it was adopted.

I also expressed concern that the Association was making implicit legal threats at a point in time when their chairman has reported confusion over the validity of the articles that were up to recently on their website and the version they have lodged with the Charity Commission.

Obviously this has no bearing on any actions by any other persons or by S4ME. I just personally felt I needed to see a response from the Association before deciding what I might want to see happen next.

 

Those of you who have downloaded the PDF document which the MEA says is the "correct 2014 Articles" as opposed to the 2014 Articles that are signed as being "A true copy of the Resolution", adopted on 18 November 2014 and registered by Companies House in December 2014, may have noticed that the PDF tab says "SCHEDULE 2 Regulation 3".

If you are wondering what this refers to, this is a model articles template for use by CLGs (Companies Limited by Guarantee) which can be adapted by companies and charities when drafting their own Articles of Association. Some of the clauses are the same as those used by the MEA in their 2013 and 2014 Articles. This is the "new model form of Articles for Companies" provided by the Companies Act that is referred to in the 2013 Resolutions and which the MEA were adopting.

"These model articles will automatically form the articles of association for companies formed under the Companies Act 2006 which, on their formation, either do not register their own articles of association with the registrar of companies under that Act, or, if they do so, do not exclude the model articles in whole or in part (section 20 of the 2006 Act). Other companies are free to adopt the model articles in whole or in part."


https://www.legislation.gov.uk/uksi/2008/3229/schedule/2/made

The Companies (Model Articles) Regulations 2008

SCHEDULE 2 Regulation 3

MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

 

The pdf I am seeing when I download from the MEA statement page using the link ‘Download 2014 Articles of Association’ is showing a file name ‘Articles-of-Association-5-12-2013’

It is some years since I have had to deal with constitutions and the like but when I did I always used a header and footer ensuring that each page showed its status and date of adoption.

 

Should anyone need a text version of the photostat of the covering letter for the 2014 Articles, as registered by Companies House and downloadable from the Companies House Filing History:

https://find-and-update.company-information.service.gov.uk/company/02361986/filing-history?page=2


The ME Association
7 Apollo Office Court
Radclive Road
Gawcott
Bucks MK18 4DF

SPECIAL RESOLUTION TO BE PROPOSED AT A GENERAL MEETING OF THE MYALGIC ENCEPHALOPATHY ASSOCIATION (ME ASSOCIATION) ON 18TH OF NOVEMBER 2014

"That the new form of Articles of Association referred to in a notice given to the members of the charity known as the ME Association in accordance with the regulations governing the charity and a copy of which Articles is attached hereto, be adopted as the Articles of Association of the Company and substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the charity."

This is a true copy of the Special Resolution passed at a General Meeting of the ME Association on the 18th November 2014.

Signed

Gillian V Briody
Company Secretary


Stamped 28/11/2014
Companies House

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

Image here:
https://dxrevisionwatch.com/wp-content/uploads/2024/12/2014-r.png

 

Unfortunately, it is not obligatory to include the date on Articles of Association, but I think it should be made a requirement. The 2007 Articles were dated on the front.