United Kingdom: ME Association news

This could have been minor alterations, like a formatting improvement before it was put online.

 

Thanks for the summaries of what has happened! Can anyone do a one- or two-sentence summary of what should happen next and who, if anybody, is taking action?

 

Actually, that might possibly create a wild semi-rescue for them.

If the special resolution voted on in 2014 was void because it was not approved following the AoA (e.g. inappropriate notice, failure to specify agenda,lack of quorum <--- note I'm making these up typing, I can't check the AoANov13* for that atm.), then the AoANov14 may not be considered the legal Articles of Association.

Edited: added "semi-" because there'd still be issues for the trustees.

 

My understanding of the legal situation about Boards of Trustees is limited but my thought of what it should be is this;

Either someone acts as a Trustee in the sense of a neutral overseer of executive actions, without an executive role, or they take an executive role. People with executive roles often sit on Boards, as Treasurer or CEO, but it is inappropriate for them to act as Chairman, since there is then no longer any neutral oversight. For small organisations with funds of less than £/$50,000 these distinctions may not be practicable and are of no great concern but for a charity with £3M assets they are.

If Riley is crucial to the executive running of MEA he should not be chairman. If he is merely a neutral overseer there is no reason why someone else should not take the role after ten years.

I think what should happen is that Riley withdraws from the Board and continues whatever executive role he performs as a voluntary officer. The alternative is for a formal investigation to take lace, which may already have been triggered by enquiries made so far. I am not sure who is contacting whom but my impression is that the Charity Commission needs to be informed and may well have been by now.

 

That makes sense, or just opened and re-saved as part of that process. So someone at MEA thought this was the right document in 2018. That leaves the question is to whether there is any other document hidden in a drawer at MEA that is what the 2014 meeting approved. If there is, it ought to have a creation history with a date later than March 11, 2014.

 

I'm not an expert and an outsider, but I think what should happen is that the Charity Commission should get involved, pronto.
I don't know who is doing that. (@Dx Revision Watch is in contact with Companies House, @Peter Trewhitt contacted the ME Association for confirmation on the undated new document and its claimed approval.)

Steps to take imo include:

• The Charity Commission contacted to request their copy of the AoA2014, including attached correspondence, and their written approvals to change the financial sections of the Articles of association for 2013 and 2014.
• The Charity Commission contacted to report the situation and request their involvement/help to get is sorted
• The Charity Commission contacted to report the issues regarding the hindering of active membership in the Company (lack of notification, iirc refusal to put complaint on chair action on the AGM agenda, hindering member informed choice -the statement claims e.g. that the current version of the articles registered at CH allows the payments-, threatening with legal action to members asking unwelcome questions, etc.)
• Members taking an active and informed role in their Association. (Relative to their abilities of course.)
• Possibly: to file an official complaint with the ME Association about the statement they put out (factually wrong and threatening), reiterating that the questions Peter White asked are still open.

The trustees are, I think, currently acting incredibly stupid and dangerous for their own interests. They should have immediately contacted the CC to help them set right their mistake. (Which might have had some minor consequences, but would have been lot softer than those they are risking now - if they're unlucky they'll have to pay back the money, or a large part of it, to the ME Association; including 2024, if the bigger contract was continued, we could be talking 100,000 pounds here.).

Instead, they initially argued that they could make those payments based on the AoANov14, and then started digging a hole with their statement *(Wrong AoA online! Real one at Companies House! We'll sue you if you don't shut upabout it nasty people!). Now they are digging a hole within that hole, because behind the scenes Riley is now trying to change the CH registration so that it fits the statement.

They should be taking different steps I think. Which also includes contacting the Charity Commission for help.



*Edited to add: removed the bit: "so that the AoA "fit" the claim of legality of the payments" here, because although I suspect that is what may have happened, it is speculation.

 

The MEA should already have notified the Charity Commission that there has been an incident.
Others should notify the CC that MEA hasn’t been operating as it should, and ask them to investigate.

 

It is an explainer specifically a “two sentence summation” was requested.

 

Touché!



I hope you understand that I'm solely only tripping over the word "unclear" in your summary - it is the situation the trustees are trying to create as real, derailing debate on the actual issue. I think that based on the available documentation, based on multiple sources, it is very clear which one is the real AoANov14 - it would become unclear if there would be actual, substantial documentation that contradicts the other existing material.

I would have said: "The trustees are saying the text of the 2013 AoA is the same one adopted in 2014" there.

 

Notes to self: it can be done.

 

The advantage I have is that I can’t really follow the ins and outs.

also ascribing motives and retconning that parts of documents were copy pasted etc are allegations and theories. These are not the same as facts, and it’s the facts which require CC investigation.

 

They don't draft the documents for new versions from scratch. From 2013 onwards, they have been based on the new model form that Companies House provides. This new model form and its adoption is referenced in the special resolution text for the 2013 Articles and also in the 2014 resolution text.

The model form is a standardised articles template that companies can use "out of the box" or are free to adapt to suit the particular needs of their company or charity by removing clauses, adding additional clauses or editing the text of clauses. They can also rearrange the order of clauses, so the numbering of the articles may differ from the model form.

For example, the version that Neil Riley says is the "correct" 2014 version, for which the PDF file has the date "05-12-2013" in its file path, has used the same file as the document that was sent to Companies House in November 2013.

The same file had also been used for the 2014 Articles, as registered with Companies House.


As I set out in an earlier post, there is very little difference between the registered 2013 Articles and the document that Riley calls the "correct" 2014 Articles (with the PDF dated: 05-12-2013).

The only differences to the text that I could spot is a single full point and the editing of "2000 Charity Act" (which appears in the 2013 Articles on Companies House) to "Trustee Act 2000" in the document that Riley calls the "correct" 2014 version.

If you compare the formatting of the 2013 Articles on Companies House and Riley's "correct" 2014 document, the latter has inherited the typographical errors of the former. For example, there are errors in some of the bracketed letters, like the additional space after the first bracket around the "c" which needed closing up.




There are other typographical errors that Riley's "correct" 2014 document has inherited. For example, the headings for article 25 Removal of a director by a General Meeting and article 26 Removal of a director by the Board of directors are in a sans serif font whereas the template style for the headings for the rest of the document is a serif font. That should have been corrected in all three documents. Also, some of the article numbers are in bold, whereas the style for the rest of the document is to use non bolded numbering.

On page 9 of all three documents there is a rogue exclamation mark at the bottom of article 24.

It is evident that whoever authored the document that Riley calls the "correct 2014 Articles" has used the same document as the registered 2013 Articles to work on, which would have been a .doc file.

It looks to me like someone made the minor change to "Trustee Act 2000" after the 2013 document has been adopted and registered on Companies House but then nothing was done with the document until Riley posted it online and presented it as the "correct" 2014 Articles. Possibly they intended to request a minor correction with Companies House but then did not bother.

The 2013 Articles as registered with Companies House were uploaded to the MEA's site after the EGM:

http://www.meassociation.org.uk/wp-...n-for-approval-at-EGM-on-19-November-2013.doc

It was uploaded as a .doc version, not a PDF, but it hadn't been edited for the change to "Trustee Act 2000".

Also, the 2013 Articles sat on the MEA's website for quite some time after the 2014 Articles had been registered. I don't think that is particularly sinister, it may have been an oversite. Eventually the 2014 Articles were posted on the site.

 

Someone has asked upthread what is being done about all this.

As far as the MEA board is concerned: Riley has told an advocate by email that he will be writing to Companies House.
What they plan to do about contacting the CC, I don't know.


As far as what advocates are doing: there is a group working on this.

Also, I emailed CH on 19 December, two days after Riley had published his ambiguous statement, at which point, it was difficult to understand what he meant by the "wrong 2014 Articles" on the MEA's website and what the implications were for the validity of the document registered with Companies House in November 2014 and the status of the document he says is the "correct" Articles.


Having provided a very brief background and some links, I asked the CH just two initial questions for my paper trail:

I have no connection with the company but as a member of the public I wish to establish:

a) that the 18 November 2014 Articles recorded in the Association’s Filing History are the current Articles.

b) that no changes to the text of Clause 28 “Allowed payments” have been approved since the 18 November 2014 Articles were adopted.​

Their response was:

The last Articles of Association registered at Companies House were registered on 04/12/2024.

No further articles have been registered since then.
​

Which meant I had to write again and ask them to clarify whether "04/12/2024" was a typo.


I have just had this reply back (which means that having got this clarified I can now draft more questions over the holiday period):

"Sorry for the incorrect information the last articles we have received on file was dated for the 18/11/2014 delivered to us on the 28/11/2014 and accepted on the 04/12/2014. No other articles have been sent into us since then."

​

If Mr Riley has already contacted CH about an error in a filing 10 years ago and what the mechanism is for remedying this,
the member of staff I am liaising with may not be aware of that or if she is, would not be in a position to discuss it with me.

So, I'll be writing to CH again over the holiday.

​

 

Thank you for looking at this. (Also for the earlier post where you compared documents.)


Edited to add:

That's the impression I have of it too because of the date, a small post-registration correction. The error is not only minor, but it's very easy to prove that that subsection was meant to refer to the Trustee Act 2000 if necessary, it creates no confusion.

 

I hope the following might help clarify. I'll try and keep it as simple as possible:

1. The previous Articles to the 2013 Articles were the 2007 Articles.

2. In September 2013, the MEA gave notice of an EGM for voting on resolutions for two changes to the 2007 Articles. They posted two files on their Policies and Documents page: a copy of the 2007 Articles and a copy of the proposed 2013 Articles.

The EGM was held on 19 November 2013 and the resolutions were adopted. The 2013 Articles were filed with Companies House.

After the EGM, the 2007 Articles were removed from the MEA's site and the (now adopted) 2013 Articles remained on the site.

(The 2013 EGM notice was referenced in summaries of board meetings in the months running up to the EGM and there is also a summary report of the EGM voting results archived on the MEA's site and a report of the AGM, which had been held on the same day.)

3. In 2014 there was another resolution for changes to the 2013 Articles which would have required a general meeting and a members postal ballot. There are no archived summary reports of board meetings, AGMs or general meetings on the MEA's site for 2014, so we have no information about this general meeting.

4. The resolutions for the 2014 Articles were adopted on 18 November 2014 and filed with Companies House. This is the document that is the current Articles.

I have had confirmation from Companies House that these are the current Articles and that no other articles have been registered with Companies House since then.

5. The MEA did not post a copy of the 2014 Articles for quite some time and left the now superseded 2013 Articles on the Policies and Documents page. (I don't view this as sinister but likely an oversite.) Eventually a copy of the 2014 Articles was posted on the site and it at there until it was taken down in late December by the board.

6. There are a number of small edits to the text of the 2014 Articles, namely some textual changes to the sections: Objects of Company; Use of income and property; and Winding up or dissolution of the company. The major change is that the rules for the section: Allowed payments were different in the 2014 Articles.

7. Neil Riley issued a statement on 17 December in which he says that the 2014 Articles were incorrect and he had replaced them on the MEA's website with the "correct 2014" version.

The file he has uploaded is a PDF file dated "05-12-2013". It is almost identical to the 2013 Articles apart from one small edit. In effect, it reverses the changes apparently made for the 2014 Articles and reinstates the text for the section: Allowed payments, as that text had appeared in the 2013 Articles.

You can compare the versions of the Allowed payments section in this image:
https://dxrevisionwatch.com/wp-content/uploads/2024/12/3-versions.png

8. Mr Riley then went on to explain that after the 2014 general meeting, when the signed resolution sheet was forwarded to Companies House, the wrong file for the newly adopted Articles was sent in error and that file was registered.

Evidently none of the board had noticed this apparent error in ten years. So the document at Companies House and the document on the MEA's website for the 2014 Articles were the same, but he says that they had inadvertently registered the wrong document.

9 Currently, as far as Companies House is concerned, the current "true" articles are the 2014 Articles, as registered in November 2014. But Mr Riley maintains the document he has recently uploaded to the MEA's website are the correct articles.

10. He has said that he will be writing to Companies House to remedy this.

11. Obviously, with the debacle over the contracts being awarded to trustees it is a matter of public interest to establish which Articles were the legally relevant Articles at the time these payments were made; and which Articles are legally relevant now.

12. If companies fail to submit their newly adopted Articles within 15 days, there is theoretically a £200 fine.

However, case law suggests (and this is on numerous law firm sites) that even if new Articles are not registered at all, they are considered the "true" Articles which supersede all previous Articles. It is not the registration with Companies House that gives them legal precedence over the previous Articles but their adoption by the company's members.

13. The MEA's situation differs in that ten years ago they had registered (according to Riley) the wrong document in error (as opposed to not registering a new Articles at all). Whether the document that was adopted on 18 December 2014 is the "true" current Articles remains to be established, as are what mechanisms Companies House has in place for dealing with this type of situation.

14. So far, we have seen no evidence that the document Riley has posted was the document voted for in December 2014.

15. Small corrections to forms and documents filed with Companies House may be allowable using a particular form. But a taking down of one document and replacing entirely with another may not be as straightforward as Mr Riley anticipates.

Some documents containing errors may be retained in the Filing History but red flagged with a note that a corrected document has also been filed. But it may need a court order to have the 2014 Articles taken down. If that is achieved, it is currently unclear whether the document that Riley says is the one voted for ten years ago, in December 2014, would have to be put out again as a special resolution for membership vote.

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

I have written this very quickly and I hope it helps to explain. I may need to tidy it up later today.

 

Trish, I am about to have a Tesco delivery so this will have to be quick, but this image shows all three versions of the text for the Allowed Payments section:

All we currently know is the declaration at the end of the Year Ending 2023 Annual Report and Accounts and that Peter White had confirmation from CC that they had not been consulted for advice.




Gotta go.

 

I know of at least one person who has written to the CC (not me) to request the necessary information. I’m not sure if this person is working with the group that @Dx Revision Watch refers to above or not. From what I understand, the information held by the CC will be key to revealing what mistakes have been made.

Thanks to those who are investigating this.

 

Thank you @Dx Revision Watch for your very clear and helpful summary.

I have not heard anything back from my enquiry to the MEA but was not necessarily expecting any response now until after the holidays.

So it has always been possible for Trustees to be paid such moneys, but under the set of articles previously on line and lodged with Companies House and presumably with the Charity Commission this can only be done with the prior written approval of the Charity Commission. However the Chairman is saying this set of articles is an out of date version put out by accident and that under the ‘correct current’ version no such prior written approval was necessary. He says the version now on the MEA site is now the correct version and that the version with the Charity Commission will be replaced.

[sorry went on editing after this was posted, not having realised I had already posted]

 

Yes, and the Annual Report from 2022 (which holds the info also present in the 2023 report)
Link

(Edited to add: section 19, page 28.)

Peter White apparently has additional documents, as he mentions a third trustee, Richard Osman, as having received payment for website hosting in his email asking questions about the contracts.

(@Trish )