United Kingdom: ME Association news

It's conceivable that this probably had to do with a combination of busy activities at the "front" of the organization and less priority and even some carelessness regarding governing/procedural matters in the "back".

When looking at this matter, we've seen a pattern of not-quite-right stuff happening, e.g. not dating the AoA's of 2013 and 2014, the strangeness of the report on the AoA 2013 vote (possibly only on two articles), no big attention on the web page for member meetings with information, not updating the AoA on the web page after the vote.
(And I've seen a lot of "sending" (look what we're doing!) but not really the message to members that they have a big say in the charity, with corresponding information.)

I'd guess that they took the AoA-Nov'13 down when they discovered it was still up instead of the current ones, and delayed putting the AoA-Nov'14 on the web page because someone (a trustee?) had/wanted to take a final look at the formatting, or check the content for small errors, before it was put up. Which went on the pile of stuff to be done and it took a long while before they got round to it, because they were incredibly busy with the many activities of the ME Association itself.

It's how these things can go. (But what really happened there is still a guess.)

The governing document should be the active alpha and omega of your organization, but if the last meeting and this situation are anything to go by, then I think it shows me that trustees do not treat the membership as an important partner and authority in the ME Association that should be well-informed.

 

Extracts from Neil Riley's 17 December statement:

https://meassociation.org.uk/2024/12/mea-statement-regarding-articles-of-association/

"A review of the original Articles was carried out in 2013."​

By "original Articles" I assume he means a review of the 2007 Articles, as the 2013 Articles weren't accepted by Companies House until 27 November 2013.

"A number of amendments were made at the time to reflect the changes in the Charity Commissions Model Articles and comply with Sections 185 and 186 of the Charities Act 2011."​

I assume he is referring to amendments for the 2013 Articles for which resolutions were passed relating to changes in Company and Charity law and also for the adoption of Companies House new model form, for which the Board had proposed to adopt the major part.

"The version of the Articles, which has previously appeared on our website, is not the 2014 version."​

Now he appears to have jumped to the 2014 Articles for which a resolution was also passed relating to the new form of Articles of Association.

I assume he is saying that the document which had sat on the MEA's Policies and Documents page from mid 2018 to at least 4 December 2024, which was the same document that had been filed with Companies House in November 2014, was not the document for which a resolution had been passed at a general meeting on 18 November 2014.

"The correct 2014 version of the Articles has now been uploaded. Human error can never be eliminated but we have put in operation a process to ensure this does not happen again."
​

I assume he is saying that he has replaced the copy of the document that had apparently been filed in error with Companies House in November 2014 with a copy of the document adopted by special resolution at the general meeting in November 2014.

"The Charity Commission accepts the current 2014 version of the Articles."​

The current 2014 version of the Articles is the version filed by Companies House on 04 December 2014. But which document was forwarded to the Charity Commission back in 2014 remains to be clarified.

"Companies House carries the full version."
​

Companies House (as confirmed to me by email yesterday) has received no other Articles since the November 2014 Articles were filed by them on 4 December 2014. As far as Companies House is concerned, the 2014 Articles are the current Articles.


From Mr Riley via email to 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."
​

But he does not clarify what he means by the "pre-2013 Articles".

He can't mean the 2007 Articles as they are not the same as the document forwarded to and filed by Companies House back in 2014. Possibly he means that an early draft of the 2013 Articles had been sent in error instead of the document that had been passed by resolution on 18 November 2014. Clarity would have been welcomed.

Did the rest of the Board review and sign off on his statement?

Did none of his fellow trustees consider that readers would struggle to understand why Mr Riley has taken down the current, registered Articles as filed with Companies House and replaced them with a document dated "05.12.2013", for which the history is uncertain; for which the MEA has not apparently previously published a copy; and for which there is no publicly available report of the general meeting at which this document was apparently adopted?

I would hesitate to delegate the writing of a shopping list to this gentleman. But all six trustees/directors have a responsibility to ensure that statements issued in the name of the Board are comprehensible.

 

It may be that Tony Britton still has the PDFs of the artwork that went to the printers for the issues of ME Essential in which the general meeting notice and resolution voting slips were sent out and the issue in which the summary of the November 2014 general meeting was published.

In order for the membership to review the resolution in the context of the content of the draft articles they would need to have been sent a copy or a copy would have to have been published on the website. I would not have expected a copy to have been printed in the magazine.

But as we have seen, there does not seem to be any copy of a draft 2014 Articles on Wayback for the months leading up to the general meeting. Members would have needed to have had sight of this document so how was this achieved?

 

Mailout or email maybe?

 

I have had a reply today from Neil Riley.

I am not sure it proved any further concrete information. He repeated that the correct minutes are the ones now linked to from his statement recently put on the MEA site, but provided no details of the 2014 meeting that adopted them. He did say that they had been in touch with Companies House and that they are now completing the necessary forms to have the articles changed in Companies House records. He did not mention the Charity Commission.

He did double down on the importance of a robust response to any accusations of fraud.

I have replied asking how I can see the minutes of the 2014 meeting that adopted these articles and repeating my concern about threats of legal action at a time when there was ambiguity arising from the MEA’s actions.

 

Er...why is he escalating? Afaik no-one is accusing them of fraud?

Meanwhile, the statement that says in big, fat letters that "The current version of the Articles, as registered with Companies House in 2014, does not forbid such payments.", and "The correct 2014 version of the Articles has now been uploaded...Companies House carries the full version." is still up on their page while that is demonstrably not true and the trustees have been aware of that since at least the 19th.

It would be great if all it took to fix the situation was completing some forms. I'd also be really sursprised if that was all it took. We'll see how that goes, and I'm looking forward to seeing what documentation the ME Association brought in to make it happen. I'll also be interested in what the Charity Commission has to say.

 

Yep. Ideally, most trustees aren't officers as well.

It's normal for a chair to take a more active role than the other trustees. Often they're elected chair exactly because they have some influence or status, and their networks of contacts can help build relationships, smooth paths, inform policies, etc.

But it gets murky when several trustees are also working as officers. Maybe it's an inevitable consequence of not appointing a CEO? And if the old hands to whom everyone defers are dead set against doing so, it'll be hard for the others to challenge the decision.

[Edited slightly]

 

Feels to me like they treat it as ‘their’ organisation rather than that of the members and those they support. Hence, I don’t believe they represent me.

 

As we have established previously, all trustees are equally responsible for the correct running of the organisation, something they may need reminding of if they are blindly rowing in behind Riley.

 

It's possible their involvement has been quite limited, and they may have had none if they happen to be away for Christmas. There's quite a difference between people being kept informed, and actively rowing in behind.

I suspect one or two trustees might have taken charge, probably because they're the ones running the communications. If that's correct (and it may not be), I find it problematic. As Trish says, where's the oversight?

 

And, where matters of confusion concerning the very articles that govern how the charity is run, one would hope that more than minor involvement was the case for all trustees.

If not, agree, very problematic.

 

Don't know. I think they had a newsletter back then that members could sign up for, but I don't know whether they ever sent out mass mailings to all members.

The 2015 spring issue of ME Essential was sent out in March, that year, so that would likely have been the issue in which a report on the general meeting in December 2014 would have been included.

 

Thanks for this update, Peter. Riley seems incapable of answering questions.

 

When the MEA holds its AGMs, they have an independent scrutineer acting as auditor for the ballot count. Postal votes need to have been received 7 days before the meeting takes place and are added to the in person ballot.

In November 2013 the AGM and EGM were held on the same day. If the MEA held the 2014 AGM on the same day as the general meeting for voting on the 2014 Articles resolution, it may be that they used the same auditor.

From the magazine report of the 2004 AGM (for which only 4 members had attended in person and the story goes that they had struggled to meet the quorum for the meeting to go ahead and had to sign up someone's carer or escort as a member there and then. I think at that point the Articles required 12 in order for a meeting to be quorate).

ME Essential magazine February 2005:

"The count of postal ballots
received by 12 November was
conducted at The MEA office in
Buckingham on 16 November
by an independent scrutineer.
Additional votes cast at the
AGM itself were scrutinised by
Mr Chris Dolton, The MEA’s
registered Auditor, who was in
attendance."

The votes for the resolution would likely be recorded in the minutes of the 2014 general meeting and possibly also name the independent auditor.

 

Neil Riley had taken over the role of Company Secretary from Charles Shepherd immediately after the November 2004 AGM.

He didn't stay in that role for more than a couple of months because by 18 January 2005, the MEA's Operations Manager, Gill Briody, had been appointed Company Secretary, a role she performed until March 2020.

For the 2013 resolutions, Neil Riley had signed the certification letter for CH as Chairman. But the 2014 resolution certification letter which had the wrong document associated with it had been signed by Gill Briody, as Company Secretary.

The copy of the 2014 certification letter filed on CH is obviously a photostat of a paper letter signed in "wet ink" and so are the 17 pages of the Articles. So it looks as though in 2014, the registration was done via Royal Mail, not by email.

The 2013 Articles registration was also done on paper. Neil had signed the cover letter and had also signed the last page of the Articles, "I certify this is a true copy of the original document."

That suggests that the MEA retained the 17 page original print copy and sent photostats to CH. Or retained the original copy electronically and sent a print out to CH.

Either way, in 2013 and 2014 it does not look as though they sent an electronic certification letter with an email attachment. So someone must have printed off the wrong document and sent it in by post. I can see it might be easy to attach the wrong file when sending by email. But someone had printed off the wrong document and still didn't notice it was the wrong document.

Confusion could have been avoided by adding the date to Articles on the first page, as they had done in 2007, or adding a code number, especially as there is very little difference between the 2013 Articles and the document Riley says are the "correct" 2014 Articles, until you get to page 11. I know dating Articles is advisory rather than a statuary requirement but it's just common sense.

And as the 2014 document was adapted from the 2013 document, why did they not update the date of the Word file to a 2014 date?