Thread by @TeunkeA

I don’t know what the UK ME Association is doing, but I can’t rhyme their recent statement with the documentation.

Am I missing something?

A thread. 🧵:

meassociation.org.uk/2024/12/mea-st…

On 19 November 2013, the association members voted on, and approved, renewed Articles of Association. (AoANov13) Sent to Companies House the same month.

Regarding use of property, these were articles 4 & 28 at the time. (pics)

…te.company-information.service.gov.uk/company/023619…

A year later, on 18 November 2014, the members of the association voted on, and approved, a replacement document of their Articles of Association. (AoANov14)
Sent to Companies House the same month.

This substitution AoANov14 contained amended articles 4 and 28.

(Link, see 👆🏼)

In AoANov14, the old section (a) of Article 28 got scrapped. The defunct AoANov13’s section (b) became the new section (a).

Per Nov’14 a director may only receive 💷 for out-of-pocket expenses,certain insurance, and in exceptional cases, but only with written approval by the CC.

AoANov14 is the current governing document of the ME Association.

You can see that at Companies House (link above), and also on the website of the Charity Commission (CC):

…of-charities.charitycommission.gov.uk/en/charity-sea…

Note that per AoANov’14, the articles of the ME Association can only be altered by the association members.

And in the case of articles regarding money use, it cannot be done without the Charity Commission’s written approval.

Btw, the Charity Commission is a UK government department that regulates charities.

gov.uk/government/org…

So…if the ME Association paid its own director’s companies nearly 70,000 pounds for services in 2022 and 2023, following AoANov14 Articles 4 and 28, section (c), they’d had to have been exceptional cases AND have prior written approval of the UK’s Charity Commission to do so.

But according to the Charity Commission, they have not given such approval.

(Written answer to Peter White.)

https://x.com/mediumwhite/status/1869393337805107666?s=46&t=N6ugC5VgY9N8XVD-hi5K9w

Written questions were asked about this, and would be responded to in meeting for association members held recently.

These questions were valid to ask, because obviously it needed to be checked if the association was adhering to its governing document. (=Good membership.)

Full letter here:

https://twitter.com/mediumwhite/status/1866109628955722000

Unfortunately at the AGM, there was no clarification. The MEAss chair kept referring to article 28, and apparently -not sure why- found it necessary to focus on the word “only” in it.

But Article 28 of the AoA’14 does not allow these payments, unless exception with CC approval.

https://twitter.com/nickyproctor/status/1869156232558465329

The chair said he was “happy to reply” after the meeting to the questions asked regarding this issue. (See thread above.)

But instead, they wrote a bombastic and threatening statement, which the chair sent to the member inquiring about the topic w/a single, unprofessional line:

https://twitter.com/mediumwhite/status/1869125282738950371

Apart from the shamefulness of a patient association (& an ME one to boot) threatening its own members with legal action over discussing their own AoA and active membership participation, I’m puzzled by the middle part of the statement, given the existing documentation.

I highlighted the bits that matter.
And I can’t match them.

•Paid two trustees for contract ✅
•The CC permits such arrangements under certain conditions. ✅
•One of these ❌ is that the AoA does not forbid such payment. ❌[It does in art 4, *unless* art 28 s(c)]

…. —->

…(cont.)
•The current AoANov14, registered at CH, does not forbid such payments. ❌ [Again, it does in Art. 4 *unless* Art. 28 s (c): in exceptional cases & with written CC approval.)
•AoANov14 allows such payments in art 28 s (a) ❌ [section a is about out of pocket expenses]

…(cont)
•AoANov’14’s Art 28 section (a) “lists” requirements. ❌ [No list. The replaced & defunct AoA’13 had a different section (a) with list, but not the current one.]
•Wrong version of the articles online ❌[I understand they were the correct AoA’14 with Art 28 a, b & c?]

…(cont)
•The current AoA14 has now been uploaded. ❌ [It’s a slightly corrected version of the defunct AoANov13 which was replaced with AoANov14 when the members voted on and approved the document.

AoA Nov ‘14 (Comp. House)- AoA Nov ‘13-modified Dec’13 (currently online MEAss)

I don’t know what the ME Association are doing, but it looks to me like they’re claiming a section of an old, defunct governing document as current and actively applicable.

How is that valid given the info in the thread above?

Did I miss something?

ps: I understand that for an association board member it would be awful to discover if you made a mistake with big payments & your governing document. If it’s the case, mistakes happen - it’s the response to reasonable & valid Q’s from association members that bothers me.

(There are other good threads on this topic, but I had it bouncing around in my head, so here we are. See e.g. posts on the page of @mediumwhite His questions still stand imo.)

https://twitter.com/_lucibee/status/1869377387722592531

@mediumwhite Small correction: I said the chair of the MEAss wanted to focus on the word “only” in Art 28 AoANov14 in his first response to the questions re. this matter, at the member meeting.

But it was “other”.

https://x.com/nickyproctor/status/1869156232558465329?s=46&t=N6ugC5VgY9N8XVD-hi5K9w

@mediumwhite Note this is abt. Section (c) AoANov14.

There is no “other” in AoANov13 section (a)

(Even if he would have been discussing Article 28 of the defunct AoANov13, it would have been its section (d), which became section (c) in AoA14.)

Left AoANov14, right defunct AoANov13

@mediumwhite Since yesterday, we’re on a third version of response. This one, like the statement, brings up more questions for me if it is correct.

https://x.com/_lucibee/status/1869810727764275219?s=46&t=N6ugC5VgY9N8XVD-hi5K9w

@mediumwhite Questions like:

•Why had the title of the AoA up on the MEAss website until this week a 2014 name if it was pre-2013?

•Why did it have the same content as the new replacement AoANov’14 at Companies House? (Which was officially signed as being the doc members approved Nov’14)

https://twitter.com/teunkea/status/1869841503461495144

@mediumwhite •Why is the doc they uploaded this week and claim to be AoANov14 titled with a 2013 name?

•And why is it the same as defunct AoANov13?

•Why would there have been a special resolution on 18 nov 2014 to replace AoANov13 with AoANov14 if they were the same?

@mediumwhite •Why did their statement say the text they claim as AoANov14 was carried by Companies House?

•And why did they say the document up on their website until this week was not the 2014 version when it matched the signed doc filed at Companies House in November 2014?

@mediumwhite •How are MEAss going to show to Charities House and the Charity Commission that their officially signed and filed governing doc, voted on and approved by the association members, “actually” has the Article 28 from defunct AoANov13 like they claim it has?

@mediumwhite •The AoANov14 signed & filed at Companies House (which was also up on the MEAss’ own website until this week) was in effect in 2022 and 2023,so was it legally binding even if by some strange twist the current MEAss current claims of it being a wrong, pre-2013 txt would be right?

@mediumwhite • And finally, both defunct AoANov13 and AoANov14 state that CC approval is needed to change articles re. money use.

So CC should hold a record of the approvals they gave in 2013 and 2014 re. Articles 4 and 28.

(@mediumwhite @_Lucibee @dxrevisionwatch @NickyProctor )

https://twitter.com/teunkea/status/1869712428956856507

@mediumwhite @_Lucibee @dxrevisionwatch @NickyProctor @threadreaderapp unroll