United Kingdom: ME Association news

On Wayback there are no captures of the MEA's Policies and Documents page prior to 16 September 2013.

On that day, there was one Snapshot which had captured the copy of the 2013 Articles draft for approval at the 19 November 2013 EGM. It may have been added to the site before then, but we can say that the document existed and was published on the site by 16 September 2013.

https://web.archive.org/web/2013100....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)


A Board of Trustees meeting was also held on 16 September 2013. The EGM scheduled for 26 November (later brought forward to 19 November) mentions the EGM and changes but does not specify what the proposed changes were and neither does the summary of the EGM meeting, other than mention the Article numbers 24 and 29.

Summary of September 2013 Board meeting here:

https://meassociation.org.uk/2013/09/17332/

"MEA MAAA (Memorandum and Articles of Association)

"Trustees have been discussing a number of changes that we propose to make to the charity’s MAAA. These are now finalised and will be put to members for approval at an EGM (Extraordinary General Meeting) on November 26. A more detailed announcement appears in the August issue of ME Essential magazine."
​

*I am amused to see a typo on that Policies and Documents page: "Daft [sic] Articles of Association".


Edited to add:

Note that the document that is now being presented as the "correct 2014 Articles" has this date in the PDF file path:

"Articles-of-Association-5-12-2013"

If that means 5 December 2013, then it may have been drafted later than the draft Articles that were passed on 19 November, as the EGM document had been up on the MEA's Policies and Documents page since at least 16 September, that year; or drafted earlier than the EGM if it meant May 12 2013.

 

Why is that? Because I reckon it is just the 15 day notification rule after the members voted on the AoA amendments. AoA-Nov2014 was approved on 18 November 2014, and the sticker on the CH file says 28-11-2014, so that was within the limit.

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.

 

Yes, indeed! It's so stupid:

I had to look up the word, but yes. He really acts like he can wave it all away with saying-it-a-lot and some intimidation, problem solved.

 

And there's also a third officially registered version that we haven't seen: the Charity Commission also holds a copy.

(This is evident from various texts on its website, the fact that it dates the latest AoA for the ME Association on 18 November 2014, and its guide on changing your governing document for charitable companies literally says: "You must tell Companies House and the Charity Commission about all changes you make to your governing document.")

I wonder if the trustees even realise that they'd have to officially change that too. And would again run into procedure, like needing member approval and the Charity Commissions approval as well.

 

Haven't The ME association got what they wanted, a focus now on the allegations regarding money and framing this as the nasty subgroup making an unfair smear against them , which afaik was a relative side issue, if a main concern for a few?. The other issues were regarding their statement around those in a currently severe state, but not extremely severe, needing to move and the the board backing this editorial and What This signifies regards to their attitude to severe m.e and questions around governance and the lack of inclusion or accommodation of patients regarding AGM.

 

I've seen you've done the first part, which is great for the paper trail (although I think not the key documents needed, nor the most solid, trustworthy ones), but imo the second part is a very bad idea.

It would only create more mess: you'd be asking the members to post-hoc vote in articles that allow payments that are illegal under the current governing document, while the ones responsible for those payments are still being questioned on making those.

Also, this approval would be considered a new edition of the AoA. Let's say that approval is given on 28 January: then still all payments from 2022, 2023, and any in 2024 would have been illegally made, requiring accountability, as things stand now.

For the trustees case, it would I think also emphasise that the current AoA-Nov14 was indeed in place, as it got amended.

This is now indeed a matter for the Charity Commissin and Companies House, and if the trustees can prove an honest mistake has been made, I suspect it'd still need court intervention to set it right.

 

I know some people who I think should read that....

Great guide, it indeed points out that ME Association trustees are not, ahem, functioning optimally at the moment.

I doubt if the article and nonpology are cases for the CC - I would reckon that the CC would direct the members to their own AoA: members can direct actions of the directors (Article 7) and remove a director by resolution (Article 25).

However, what is absolutely serious and CC business is that the directors hamper active membership involvement and scrutiny in the ways you describe.

 

It's somewhat of a side issue, but what I also found interesting, is that paragraph 6.6 says that you can't pay directors of a charity unless your AoA specifically says so:

The ME Association did not represent that properly in their statement imo, when they said:

It's not so that the CC permits it under the condition that the AoA does not forbid it (I suspect that's legally also really, really weird, as the governing doc should follow overarching CC rules), the CC does not permit it unless the AoA specifically says it is allowed (with conditions applied, like CC approval for it).

And the second sentence in that quote was not right too of course.

 

I'm really going to try and stop digging on this topic (for) now, it's making me really unwell and I feel stupid for deteriorating over this.

Good luck to any members and other interested dealing with this - it's a terrible mess, I hope it will be resolved as quickly as possible.

(And if you are contacting the Charity Commission, please don't forget to ask about its permissions for the 2013 and 2014 financial amendments to the AoA, and its copy of the ME Association's Articles of Association of 18 November 2014 to see if it matches the other two.)

 

You've taken my comment too literally. I wasn't thinking about whether the board had submitted the 2014 document for registration within the 15 day limit because we know it was date stamped 28/11/14 by Companies House. But musing on the irony of submitting a document for registration when they had 15 days post-adoption in which it could be checked for errors and omissions but (apparently) not noticing for ten years that the document they had sent in wasn't the document they intended to submit. It does make me wonder whether any of them had looked at that document since.

On the assumption that the members had voted in November 2014 on Resolutions for adoption of the "correct" version rather than voting on the version submitted to Companies House in error, I agree. I'd be surprised if Companies House would just replace the version registered back in 2014 with the version the board now says was the "correct" version.

That legal firm's document: https://www.qualitycompanyformations.co.uk/blog/how-to-amend-a-companys-articles-of-association/

says that if a company amends its articles by special resolution but subsequently files an incorrect version of the amended articles that failure on the part of the company does not affect the validity of the articles adopted by special resolution. When members adopt new amended articles by special resolution those articles take effect immediately and their status as articles does not depend on their registration at Companies House.

Presumably Companies House has a policy for dealing with this situation.

They may still have evidence of which document was voted on at the 2014 general meeting. If they had put the correct 2014 draft document online prior to the general meeting they may have evidence for that.

I've looked on Wayback for 2014. At 8 December they still had the file for the approved 2013 Articles on the Policies and Documents page - I couldn't see a file for the draft 2014 iteration at any point in 2014 - at least not on the Policies and Documents pages.

There is only one capture for 2015 and that still had the file: Articles of Association (approved at EGM on 19th November 2013) on the page.

Indeed. But what does he mean by the "pre-2013 Articles"?

There were no amendments registered between the 2007 and 2013 Articles, so where he says, "pre-2013 Articles" does he mean that an early draft of the 2013 Articles had been submitted instead of the "correct" version for 2014? He seem incapable of giving precise answers. The statement issued on the 17th December was also garbled.

 

I agree, I don't think CC would get involved in scrutinising the content of magazine articles.

 

Another law firm article discussing legal status of unfiled articles:

https://www.womblebonddickinson.com...rticles-were-true-articles-filed-or-not-filed

See the four paragraphs under heading "Which articles were the true articles?"

The court distinguished that case and rejected this argument because it fails to distinguish between the articles as a contractual or legal concept and the articles as a piece of paper designed to capture or evidence that concept. It also over-states the significance of registration.

There is nothing in the statutory scheme which vests the Filed Articles with the special quality of being the real articles for all purposes. The articles are what the members have resolved on from time to time, whether originally or by amending special resolution. Nothing else can be the articles. Their status as articles does not depend on registration...​

 

That is all very well but what if nobody can find any trace of 'what the members have resolved'. What if the 'wrong' articles are the only documents with the relevant date in existence and the members either have forgotten or disagree about what they resolved?

My impression is that the argument is that if a set of documents filed/registered with CH are different from a record of a resolution existing at the company, which is consistent with being a true record of a resolution at the time, then the registered documents are not to be taken as valid. There might be exceptions, such as if the company's offices had been destroyed by fire and all members had a clear memory of the resolution but they would be exceptions.

 

Having read the two law firm articles at:

https://www.bdbpitmans.com/news/filed-or-not-filed-which-articles-are-the-true-articles/

https://www.womblebonddickinson.com...rticles-were-true-articles-filed-or-not-filed

my interpretation is this:

Providing that the general meeting held on 18 November 2014 to vote on a special resolution to amend the Articles was:

a) quorate;
b) that the members who voted in person and by postal ballot were voting on the intended version;
c) that a sufficient percentage of those who participated voted in favour of adoption of the resolution(s)

then it seems that the Articles approved by the membership are the true articles and that this would be the case, whether the wrong document had been sent in error and was filed by Companies House, or whether the document was not filed at all.

That it is the resolution being carried and adopted that gives the document its legal status, not the subsequent registration of that document with Companies House.

Which means that as long as the document Mr Riley has posted on the site to replace the 2014 Articles document is the document which was adopted on 18 November 2014, Mr Riley can refer to that document as the "correct Articles" or the "true Articles" which supersede the 2013 Articles.

The question remains why was the 2013 version amended via special resolution in November 2014, if the only changes were to substitute "2000 Charity Act" with "Trustee Act 2000", which could possibly have been achieved through a minor correction?

Is it the case that the "new model form" had for some reason not been adopted in 2013 along with two specific changes, and was therefore being proposed to be adopted in 2014?

The special resolution wording for the 2014 Articles was:

"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."​

It does not say anything about any other changes.

 

Even if there had been no summary of the 18 November general meeting published on the website, there will have been minutes of the meeting and they are supposed to keep meeting minutes for at least 10 years. There may also be references to the document in the minutes of board meetings in the run up to the general meeting (as there were in 2013). There may still be emails on file from that date with the document attached for circulation to the trustees for signing off on finalisation.

The resolution will have gone out in a magazine at some point in 2014 with the ballot slips which would have been printed with the resolution. This documentation may still be on file. The draft document may also have been posted somewhere on the website at that time, other than on the Policies and Documents page. Those webpages might still be on file with Tony Britton.

Which is what I have said above.

 

I suspect that if the Trustees can not provide a clear paper trail for the version of articles they claim to be the true one, independent of any action the CC might deem to be appropriate, that the current Trustees or their immediate successors if appropriate will need to review the articles and present a draft as soon as possible to a general meeting for the members’ approval.

I am not sure how the association can function if it does not have a clearly adopted set of articles.

Any articles so approved may have to be adopted on the basis that there will be a further review and second membership vote within an agreed timescale.

 

But what if those minutes make no reference to relevant specifics?
At present we have no indication whatever as to why the articles were re-drafted in March 2014 and then re-approved at the end of the year.

Not exactly. You didn't add the crucial bit of a record of a resolution existing at the company that differs. If all records of minutes are too vague and no document of the relevant date is to be found things look a bit different. At present we are being offered a 'correct' document with an attached date of 2013 (of unclear significance), which seems very odd if the decision to change the November 2013 seems to have been made in March 2014.

 

Can you remind me, please, which document indicates there had been a decision to redraft in March 2014.

 

I am afraid it is now buried in the thread. I had thought that we were told somewhere that the end of 2014 meeting was held to approve something drafted in March. Which seemed quite relaxed but presumably all of this was just intended to tidy up rules for hypothetical situations maybe following the shift in law in 2011?

 

I can't be certain it hasn't been mentioned earlier in the thread but I've got no recollection of reading that. Mind you, this tangled web is enough to addle anyone's brain. There are no summaries of board meetings on the MEA's site for 2014 so it could not have come from a meeting summary.

The PDF file for the November 2014 Articles has the date 11.03.2014 in its file path, which depending on the date settings of the person who authored it, can be read as either 11 March 2014 or 3 November 2014. Possibly you were thinking of this.

Similarly, the file path for the PDF of the so-called "correct articles" has the date "Articles-of-Association-5-12-2013"

If that means 5 December 2013, then it suggests it may have been drafted after the Articles were passed on 19 November, as the EGM draft Articles document had been up on the MEA's Policies and Documents page since at least 16 September, that year. Or it could have been based on a draft drafted prior to the EGM, if it meant 12 May 2013, except it has an edit in it for the Trustee Act 2000 which doesn't appear in the 2013 Articles, as registered with Companies House.

And then we've got Riley telling Lucibee: "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."

I don't know what he means by the "pre-2013 Articles" unless he means an early draft of the 2013 Articles. What a mess.

Gillian Briody was MEA's Operations Manager for many years and was also Company Secretary at the time of the 2005, 2007, 2013 and 2014 Articles. Gill had been registered as Company Secretary on Companies House from January 2005 to March 2020.

One might assume the office PC filing system was in better order than perhaps the trustees' was. But she retired several years ago. Though I would have thought HO would have carried archive files over to new machines.