United Kingdom: ME Association news

I've been looking at the mechanism for obtaining corrections to information and documents filed on Companies House. As Arvo has written, there is a specific form for minor corrections and in some cases the document containing the error or errors is retained but red flagged for there being an additional corrected version. But it does look as though for something larger like Articles, it might require a court order to have the erroneous document removed entirely.

If Mr Riley thinks a quick word with Companies House will result in the "incorrect" document being taken off after 10 years and the so-called "correct" Articles replacing that document, as the MEA has hastily done on its own site, he may be disappointed.

 

That was part of it but there was also a reference somewhere in the materials in the thread to March being the date the proposal was set up - but someone else may have inferred that.
Within a UK organisation use of 11.3.2014 to mean 3rd November is vanishingly unlikely I think. We never use that format. Unless there is some intentional agreement specifically for company documents. I have never seen it on the UK legal documents.

 

Ah, I see! (I was already surprised.)
That 15 day notification also matters to additionally show that there was indeed an AoA approval on 18 November 2014. You can't amend your AoA in 2013 and then register them a year later.

I can't find it in the text (sorry, too zonked out). But that's a different argument, and not the one I'm making. For me it matters that the document at CH is dated and signed, and part of the official record. And that CH won't just accept and file a replacement AoA at the ME Association's say-so.
(Also, relating to the 15 day notification requirement to the registrar, I'd read this as saying an AoA is in effect immediately, not until CH has finished their registration. It's indeed not the CH registration that gives them validity, but they are a valid registration of the AoA.)

With these:

They are about the same case, and I interpret them differently.

• In 1995 CHL amended their AoA (AoA1)
• In 1998 CHL amended their AoA again, due to a drafting error the Five Times Profits Valuation was left out. Registered at CH (AoA2)
• They realised the mistake in the same year, amended the AoA again by special resolution to include the FTPV, but did not fulfill their obligation to file at CH. (AoA3)

So there were three consecutive AoA's in place.

Later, after the AoA3 contained the FTPV again (crucial!), Mr G. argued that the registered AoA2 should count above the special resolution amended AoA3, and that failure to file at CH was acquiesence by the shareholders that the registered ones were the proper ones.

The court ruled that statutes are only amendable by special resolution, not misplaced filing. And that the signing of the resolution on the amended AoA by the shareholders (AoA3) showed that they thought those were proper. (So it was a case of neglect to file, not of validity of the unfiled AoA.)

The ME Association situation is different.

In the ME Association case it's not about an error within the document - it is claimed that the whole original AoA document is a different one.
And the 5 December 2013 doc so far has no legal status as approved by resolution.

Instead there is a signed declaration by the ME Association that the AoA2014 document in CH's archives is the one approved on 18 November 2014, which is filed within notice period. So this document has legal status. (As does possibly one at the Charity Commission as well.)
And there is no member approval of an amended AoA after that date which just has not been filed.

So there's no claim that a registered AoA at an earlier date counts above a special resolution on an unregistered AoA at a later date, which is the basis of the statement that registry does not determine legal status of the AoA.

Instead the ME Association will have to prove that their undated, AoA-Nov2013 matching, 2013-named PDF is the document voted on on 18 November 2014, and the signed declaration present at the official registration office(s), Companies House (and probably Charity Commission) says that it was not (as did their own website until this month).

Not registration as validity of these AoA, but registration as solid evidence that this was the 2014 AoA document.

This is my interpretation, but we don't have to agree: CH and CC will know what will apply and needs to be done, they're doing this all the time.

 

I can't reply more, but read with interest.

 

I don't disagree.

I didn't post the links implying that the cases were similar to the MEA's situation. I posted the links because all three discuss:

 

I can't follow all the twists and turns but perhaps this will help - timestamps from the PDF and DOC metadata for the different versions:

Code:

Articles-of-Association-05-12-2013.pdf:
CreationDate:   Thu Dec  5 11:23:51 2013 GMT
ModDate:         Thu Dec  5 11:23:51 2013 GMT

Articles-of-Association-of-ME-Association-11.03.2014.pdf:
CreationDate:   Tue Mar 11 09:44:12 2014 GMT
ModDate:         Tue Mar 11 11:09:33 2014 GMT

Articles-of-Association-of-Myalgic-Encephalopathy-Association.pdf:
CreationDate:   Tue Mar 11 09:44:12 2014 GMT
ModDate:         Thu Jun 28 10:05:53 2018 BST

Draft-Articles-of-Association-for-approval-at-EGM-on-19-November-2013.doc:
Create Time/Date: 2013-08-08 07:52:00
Last Saved Time/Date: 2013-08-08 07:52:00

 

Articles-of-Association-of-ME-Association-11.03.2014.pdf:
CreationDate: Tue Mar 11 09:44:12 2014 GMT
ModDate: Tue Mar 11 11:09:33 2014 GMT


If the 2014 document was created in March but the board felt there was no urgent need to hold the general meeting (unlike the 2005 resolutions), possibly they delayed the resolution ballot until the AGM so they could be held together. In 2013, the EGM for voting on changes for the 2013 Articles and the AGM were held on the same day.*

I can't confirm that the 2014 EGM and AGM were held on the same day as there is no summary online.

 

I hear you.
And then I say that that statement derives from a dispute (probably the same case, at least for two of the links) on wheter registration or special resolution determine the validity of AoA's in the case of two, consecutive, AoA's both approved by resolution (only the first one registered and the second not).

I therefore question if the statement applies in this case because the basic situation is very different. The last AoA is registered, signed as the approval of the members. It's not a case on wheter registration makes the AoA count. Registration is the circumstance, the official archive where the evidence is found, not the validating issue.

And maybe I'm wrong. In the end it's not my call to make. (If it comes to that it'll be the decision of a court specialized in company cases.)

 

There is perhaps another point to be made, if I'm managing to somewhat at least have got the gist correct here/have remembered correctly that there were at least 2 different occasions simply going by these being in 2? different categories - IT, PR?

And it sounds like from some point in 2013-2014, potentially all the way up until now? 2024?, there has been a situation where the documents uploaded to the website were different to those registered at Companies House?

During that period of time there were then at least 2 significant transactions (or whatever these are called) which would need to be 'within the regs (is that the right term?) of' that document.

Did any of these comply with either what is in either of those (website version, CH version) documents?

Or is it some third document that is now being 'proferred' that they say they were using?

 

From what I've gathered, it seems what matters is which (if any) of these documents was the most recent to be voted on and approved as the current, in-force AoA.

I don't think we can be sure about that from the evidence available.

It's even possible the MEA isn't very clear about it, though that could be wrong.

 

Yeah I couldn't tell if either of these corresponded to the proferred one or if that one had been signed off from members and that vote referenced somewhere.

The MEA website statement doesn't make it clear either:

I guess this bit is me working out how they didn't notice the whole time if so that the other documents weren't the right ones. And how public they were for how long eg are these versions the ones that any members in the years since would have seen as 'advertised' version of 'how we work'. So members joining from 2015 onwards who might have wondered wouldn't have had a reason to think to ask when there is an uploaded doc, and one on CH they could see, whether there were actually different AoAs because they'd be reasonable in assuming

I also think through the process for signing off transactions, or end of year audits or whatever is involved, and whether it is a different person to the one who eg uploads the document to the website or checks that, is it a different position or the board (point 3. of part 28: "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")?

And are they pulling out a hard copy or someone attached a pdf of 'the AoAs' to the email rather than looking it up on the website. I'm just thinking if transactions involved board sign off the chances that none of those board members go to the Policies and Documents section of the website to check against the one there: Policies and Documents - The ME Association and notices it.

 

I really don’t mind if it’s incompetence or corruption, it’s for the Charities Commission to work out. Amendments agreed at meetings held illegally don’t hold anyway, so for NR’s sake let’s hope he can prove appropriate notice was given in 2014 for the AGM. It wasn’t in 2024.

 

I haven't seen this thread in a few days. but can someone sum up succinctly what the issue is here in terms of these 2013 articles? My eyes are glazing over reading many dozens of posts. What's the two-sentence summation?

 

It’s unclear which AoA’s were drafted in 2013 and which were adopted in 2014 there’s about three versions in play. TLR the MEa should have asked permission from the Charity Commission to pay trustees it awarded contracts to. It didn’t do so, claiming it didn’t need to citing various AoAs - they’re wrong, they did need to.

There are many conversations trying to unpick “how” mistakes could have been made, what was mixed up with what etc. Headline is, MEA/Neil Riley are wrong and strong. Again.

 

It would be interesting to know what other research The ME association has felt “needs doing” so as to approach researchers directly, over the past twenty years :

 

Summary:
In 2022 and 2023 the trustees of the ME Association hired eachother for services for nearly 70,000 pounds. They apparently also hired another trustee after 2020. (And there are likely also still payments for 2024.). This is a conflict of interest. According to the ME Association's governing document, which was approved in November 2014, these payments are not legal: there appears no exceptional case for hiring them, and they certainly did not get the needed permission from the Charity Commission (the UK government's department regulating charities).

After apparently a first defense focusing on this section of the Articles of Association at the Annual General Meeting at the start of December, the ME Association switched gears and are now, in rickety fashion, loudly claiming that the governing document that has been registered at Companies House (the UK's company agency) with a signed statement that this was the document that was approved in November 2014, which was also up on their own website until the early this month with a 2014 date in its file name web address, is not actually the real one. Instead they posted a new document online, saying that was the one. And that conveniently could allow the payments they made, ergo: legal!

However, apart from the fact that they can't just claim this and be done with it, there are issues with the document itself. Because the content is exactly the same as the Articles of Association that were active for a brief time between November 2013 and November 2014, apart from one small correction that was actually made in the section that is under discussion (Article 28). Also, the file name web address has a 2013 date in it.

It is highly, highly improbable that members voted solely on a special resolution on wheter to correct a small error in their active AoA - there's no need to. And there is no proof that this "new" and "secret" AoA document is actually the one members approved - the ME Association itself signed a statement that disagrees with that, which can be seen at Companies House (and probably also at the Charity Commission, who are likely to hold another copy).

Further summaries:

&

&

(Apologies for only using my own posts, I know those best.)

Edited to add: Sorry, two-sentence summations are not my strong point.

 

From my experience Charles Shepherd has constantly been on the look-out for people who might be able to carry out biomedical research whenever something has cropped up in the literature that might look promising. He contacted me way back in maybe 2011 about the possibility of setting up a trial of rituximab - before the Simpsons did. He was involved in the setting up of a survey on harms fro GET to be made available for the NICE committee, and so on.

 

I'd say that it's not unclear though - unless solidly proven otherwise, the AoA that the ME Association declared as its approved AoA before they were questioned on payments -evidenced by both its signed statement registered at Companies House, and the fact that until earlier this month the same text was online as their AoA - is the AoA 2014.

Until the trustees have actually solidly proven it's not, there's no reason to go along with their claim or muddying of the situation (like they did with that appaling statement they made recently - to me they seem to be throwing spaghetti at the wall to see what sticks, instead of following procedure to help them fix this.).

 

I am also puzzled as to what happened on Jun 28, 2018 when a document (that maybe has not been seen) was modified.

 

This is a thing as well. Notice the creation and mod date for the March 2014 online PDF? Created: 11 March 2014 (this solidifies that the date in its name is indeed its creation date of 11 March 2014) AND a modification date of 28 June 2018.

This is again a sign that in 2018, the ME Association considered these their active Articles of Association.

Thank you very much Nightsong!