John Roberts - History of Redlands
- AEA
- Jan 30, 2020
- 47 min read
Updated: May 22, 2020
Confidential Mosman, January 1995
Dear Peter
You have always evinced an interest in the history of SCECGS Redlands during the 1970s when the school came under its present governance and ownership. Accordingly, in the form of a private letter to you, I am setting down my recollections of that period based on my personal involvement. There is, of course, the risk of some error in chronology or some small point upon which gainsayers may seize in order to justify their disputation but I assure you nothing can invalidate my memory – in – total.
I commence in 1971 when Sydney was experiencing a property boom, soon to burst, and very high interest rates. Many people developed grand ideas of property development, including the Chairman and Treasurer of Sydney Church of England Girls Grammar School Council.
At that time the Anglican Church of Australia was the Church of England in Australia and its Diocese of Sydney was governed by a Synod which comprised, roughly speaking, the holders of certain offices in the diocese plus the rector and two lay persons elected by each parish. Synod met once a year in October over 4/5 days in the evenings and for the rest of the year the church's affairs were controlled by a standing committee comprising the Archbishop and certain ex-officio members plus clergy and lay members elected by Synod.
The church conducted a number of schools whose boards or councils were appointed by Synod plus, in some instances, representatives of ex-student unions. One such school was Sydney Church of England girls Grammar School conducted by a council comprising:
President the Archbishop of Sydney, the most Rev Marcus Loane.
Clerical (4)
Rev R F. McDonald.
Rev A. W. Prescott
Rev DG Duschene
Rev R. F. Bosanquet.
Laymen (8)
Mr WACale
Mr P. R. Gillespie.
Mr EBW Deck
Mr N. J. Jones.
Mr RGS Glanville `
Mr N. S. Girvan.
Mr G. F. Lowe
Mr G. S. Maple.
Lay women(6)
Mrs D. R. Dillon
Mrs A. Davis.
Dr D. Holt
Mrs G. B. Simmons.
Mrs R. M. O'Brien
Mrs N.R Wyndham.
Old girls union: Mrs T. Bremner (ex-Darlinghurst)
This School Council had its Administrative Office with an Executive Officer, Mr Stuart Furley, and staff at 129 York St, Sydney and from these rented premises conducted five schools:
SCEGGS Darlinghurst Headmistress, Miss B. Chisholm .
SCEGGS Redlands Headmistress, Mrs I. A. Humphery.
SCEGGS Wollongong Headmistress, Mrs H. Woodhouse.
SCEGGS Loquat Valley Headmistress, Mrs M. L. Prescott .
SCEGGS Moss Vale Principal, Rev C. A. Clark.
Although he held the position of President, the Archbishop chose not to attend School Council meetings and showed little interest in school affairs other than to appear at the odd Speech night/Day and Prize giving. The school council operated with a chairman, Rev A. W. Prescott (later Canon), Deputy Chairman Mr G. F. Lowe (businessman) and Treasurer, Mr RGS Glanville (solicitor and appointed as such for the School Council).
When SCEGGS Council met it was usual for the Headmistresses to cool their heels outside the meeting room and be called in individually when matters concerning their respective schools might arise. The Headmistresses had no contract, no tenure of office, received three quarters of male salaries and could be removed at any time.
The Sydney Church of England Girls Grammar School Council (SCEGGS Council) was a body corporate under the Church of England (Bodies Corporate) Act, 1938 of New South Wales (a State Parliament Act) and for all intents and purposes conducted its affairs like any commercial company, although remaining under the ultimate control of the Synod of the Church. Many reasonable people including lending bankers (if they may be considered reasonable) viewed this SCEGGS Council as a subsidiary company of the Church and benightedly imagined the church would stand behind its subsidiaries, financially and otherwise.
So, now I turn to the SCEGGS Redlands Parents and Friends Association which was formed in 1960 with a constitution that included a clause required by the SCEGGS Council, namely:
“ Clause 10 (b): The Association shall not determine any policy concerning the School and shall not interfere in any way with the teaching staff or with management and control of the School."
I was a founding member of the Association in 1960, became Treasurer in 1968/69, Secretary 1970/71, Committee in 1972 and President 1973/74. Under the Constitution any office could be held for only two years.
In early 1971 while Secretary of the Association I became aware confidentially in my employment that representatives of the SCEGGS Council (Mr Glanville, Treasurer, and Mr Furley, Executive Officer) were calling on investment and financial houses in the City of Sydney seeking loan funds to finance property development and improvements at the Darlinghurst School. For some time the parents of Redlands had been feeling neglected with no sign of better facilities and there had been resentment of the autocratic and inadequate attitude of the School Council in 1967 towards the Redlands mother's request for improved canteen facilities to be constructed under the Assembly Hall, where the canteen is now. The total cost was to be $14,000 of which the School Council would contribute only $5,500 (about eight dollars per student) and the remainder was to be found by the mothers, the old girls, or the parents and friends -- otherwise no canteen! As simple and arrogant as that; I was there. We proceeded on these terms and the finished canteen provided a bare concrete ceiling, noisy, cement dusty and hardly hygienic, which was left to the mothers to remedy on their own initiative with their own funds by the middle of 1969. I recount this as because because Marcia Adams, Faye Lang and my wife were among the dedicated mothers feeling offended and memory of this fuelled the determination of their husbands in the years ahead.
Can you imagine my state of shock when I learned that the School Council was preparing to raise loans of millions of dollars to develop the Darlinghurst School? What could I do with confidential information which I could not divulge to other members of the Parents and Friends Committee? How could we safeguard the interests of Redlands desperately in need of modern facilities? At the next P and F Committee meeting, without any hint of what I knew, I brought forward the innocent suggestion that some of us as a subcommittee should seek to meet the School Council and discuss what plans there may be for future development at Redlands and in what way the Parents may be able to help. This suggestion greatly alarmed Mrs Humphery (Headmistresses were expected by the Council to keep parents in order) but the others thought it was a good idea and it was left to our President, John Chiswell, to endeavour to arrange a meeting by contacting the Chairman of School Council, Rev A. W. Prescott. Against some initial resistance John Chisholm so arranged and on 4 May 1971 some four or five of us (I can remember John Chiswell, Arthur Manning, Ernest Cohen) went to the Council's Administrative Office, 129 York St, Sydney about 6/7 p.m. to meet Rev Prescott and two other members of Council, Messrs Lowe and Cale.
The meeting was abortive. The Rev. Prescott on his home turf assumed autocratic Chairmanship, refused any information on what was in mind for Redlands, rejected our offers of cooperation other than to raise and donate funds, rejected our suggestion of the formation of a consultation committee for Redlands comprising some of them and some of us and even rejected a proposal that the five SCEGGS schools should unite in a combined service in St Andrews Cathedral once a year. In fact, Rev Prescott told us that the School Council regarded us parents simply as customers and drew a similarity in the situation of a customer of David Jones who, being dissatisfied with that store, was free to go and shop at farmers. We could do the same and take our “custom” to another school. We were seething. Of course, there was absolutely no revelation of what was being proposed for Darlinghurst.
However, four months later in September 1971 the big public announcement was made of plans by SCEGGS Council to undertake a huge development at Darlinghurst whereby all residential properties bounded by Bourke, Liverpool and Forbes streets, East Sydney, would be acquired and demolished for the partial re-siting of Darlinghurst School in new buildings on that area. Then, part of the School, mainly the facilities adjacent to St Peter's Street and St Peter's Church and its buildings would be demolished and on that cleared site would be erected two Towers (one of 40 stories and the other 20 storeys) combining commercial offices and residences to be left to provide income for SCEGGS Council and thereby enable containment of school fees for all five schools. A smaller church was to be provided in an open area of the complex to replace St Peter's.
What a grand scheme, costed at $45 million in 1971 money.
Now that the proposed Darlinghurst project was known publicly I could share my concern with other members of the P and F. Committee and we decided to seek a further meeting with the School Council. This took place in about October 1971 and was as abortive as the earlier meeting. We did glean the knowledge that all five schools were lumped in the one accounting system and then our request that Redlands accounts be separated was very firmly rejected. We could see the development proposal was over ambitious for a School Council with total fees income of about $1 million per annum and outgoings probably more. We were apprehensive that collapse of the scheme would drag Redlands down to as there were no separate accounts for the school and the development was not being undertaken as a separate entity.
All we could do was try to keep ourselves informed, so we held further meetings with the School Council in 1972 and 1973 but to little avail. Obviously the scheme could not get off the ground, there was no City Council approval. There was no authority to demolish St Peter's Church. Nevertheless that did not stop the School Council from borrowing $4.5 million by way of discounted bills through Bill Acceptance Corporation and commenced buying terrace dwellings and other residences on the Bourke, Liverpool and Forbes Street sites.
At the outset I realise that I knew little about the Church, the SCEGGS Council, ownership and governance of the Schools. So, in 1971 I arranged for myself to be elected to Synod as a lay representative for Saint Augustine's Church, Neutral Bay. That enabled me to receive Church publications, reports, year books etc, I was able to learn and who was who and what in the Diocese and particularly how schools were governed. I remained a member of the Synod for some 12 years and gathered a lot of information for our subsequent dealings over Redlands.
During 1971, 1972 and 1973 the School Council went further and further into debt but spoke confidently and being able to replace their short term bill- borrowings with long term fixed term borrowings, possibly from the United Kingdom. It was obvious to me that if the scheme crashed Darlinghurst would be the last to go and Redlands would be closed and sold to provide funds. Soon rumours started to circulate that Redlands was to be closed. When Rev T. F. McKnight, Redlands Chaplain, retired in 1972 he was not replaced. In mid-1973 Mrs Humphery, Headmistress, was told at a school conference by the headmistress of another Anglican School that it was being strongly rumoured that Redlands was to be closed. Then, one Sunday in late November 1973, I received a telephone call from Mrs Humphery asking me would my wife and I visit her at home for afternoon tea and she had something important to discuss with me. We did so and I was shocked when Mrs Humphery told us that on the Friday the Chairman of Council, Rev Prescott, had called on her at School and advised her that the Council would like her to resign and it would be in the best interests to do so. Mrs Humpery asked me for my advice and I said “refuse”. She said it was too late as she had already agreed to retire as she was vulnerable having no contract. I then advised that she should insist that the announcement of her resignation after 28 years service and without notice to staff, students and parents be made by Archbishop Loane at the Speech Night in early December. That was done and the assembled Redlands community was absolutely stunned.
Here we had a situation where a Headmistress of 28 years service had been forced into retirement by the School Council and its Chairman and yet, I suspected, the Archbishop as President of the School Council had not been consulted and not informed until just before Speech Night when the Chairman asked him to make the announcement. I wrote to the Archbishop and my letter and his reply are quoted below.
64 Wyong Rd
Mosman NSW 2088
27th December, 1973
The Most Reverend M. L. Loane
Archbishop of Sydney,
Church of England in Australia,
Diocese of Sydney,
P. O. Box Q190,
Queen Victoria building,
Sydney NSW 2000
Your Grace,
I am writing in reference to your announcement at SCEGGS Redlands’ recent Speech Night, that Mrs Humphery would be retiring from the position of Headmistress at the end of this year. The news came as a great shock to many present, and my family and I are deeply concerned that such an important event in the life of the School should be allowed to take place without proper advance notice to Parents who were denied, thereby, the opportunity to demonstrate suitably their affection and high regard for Mrs Humphery.
May I say, with respect, that my personal impressions were that you yourself appeared a little ill at ease when making the announcement, as though your own knowledge of the retirement was of short notice and, as President of the School Council, you felt somewhat less prepared than you would have liked.
Frankly, I entertain misgivings at the circumstances surrounding Mrs Humphery's unexpected retirement, and before commenting further I wish to give some detail of my connection with both Church and School to establish the sincerity of my interest.
1. I am a Parish Councillor of Saint Augustine's Church, Neutral Bay.
2. I have been a Parent of the School since 1957, when the eldest of my three daughters enrolled, and my youngest is still a pupil. For most of the time two daughters were attending and for five years between 1963 to 1967 all three were at school together
3. My wife is an ex-pupil of SCEGGS Darlinghurst, and a member of the Old Girls Union. She was President of the Redlands mother's canteen in 1968 and 1969, when the new canteen was built and equipped.
4. I am currently President of the Parents and Friends Association having previously held the offices of both Treasurer and Secretary.
During all those years of active participation in the School's life, I have had more opportunity than most to appreciate the enormity and complexity of the task which has confronted Mrs Humphery for 28 years. Her selfless dedication to the School and to the welfare and Christian education of girls has attracted widespread admiration. I heard of her outstanding professional ability years respected both in Australia and overseas.
Consequently the sudden retirement of our Headmistress has disturbed me greatly, especially when viewed in the light of the following circumstances.
1. As recently as 6th November last discussed with Mrs Humphery plans for the School's activities in 1974 and on the celebration of its 90th anniversary. She gave every indication that she would be continuing in office and participating in the activities discussed.
2. Although Mrs Humphery had been under considerable strain earlier this year, especially when running the School without a caretaker, she looked very well on Speech Night and I doubt that she would be retiring for health reasons.
3. It would be unwise for any salaried professional person to take early retirement in the present highly inflationary economic climate, especially when due to receive full male rates of salary in 1974.
4. It is so much against Mrs Humphery's high principles to retire without giving adequate notice to her staff and parents.
5. I am aware that late in November a small group of parents, mostly of short term association with the School and not at all representative, approached members of the School Council with criticism of Mrs Humphery’s administration.
I am confident you will understand my feelings of disquiet at these circumstances surrounding Mrs Humphery's retirement and my concern for her professional reputation. Nothing can now be done to avert her retirement, but I beseech you to consider some action which will sustain Mrs Humphery's professional standing and retain her wide experience and great knowledge of education for the service of our Church, to the benefit of our children. May I suggest:
1. That endeavours be made to have the Queen's honour awarded to her- for example an OBE in recognition of her services to education and war widows.
2. The printing of a commendatory article in “Southern Cross”. Perhaps the Rural Dean for North Sydney, the Rev TF McKnight, who was Chaplain at the School could help.
3. A public announcement by Your Grace that Mrs Humphery has been appointed in an honorary advisory capacity to some Church body. Perhaps she could assist the Board of Education or Bishop Hulme-Moir in his many school responsibilities, with particular reference to the education of girls.
I trust some avenue can be found to give wider Church and public recognition to Mrs Humphery's outstanding service, and my wife and I shall be pleased to help in any way we can.
Yours sincerely,
JW Roberts
Archbishop of Sydney's reply:
CONFIDENTIAL: 3rd January, 1974
Mr JW Roberts,
64 Wyong Rd
Mosman 2088
Dear Mr Roberts,
I wish to thank you for your thoughtful letter of the 27th December with regard to the retirement of Mrs Humphery as Headmistress of SCEGGS Redlands. You rightly surmise that I found myself in a very awkward position in being asked to make such an announcement on the occasion of a Speech Night. I did so at the request of the Chairman of the Council and of Mrs Humphery herself and without detailed knowledge of the circumstances that dictated it.
You will understand that while I hold the nominal position of being the President of the School Council I do not attend Council meetings or take any active part in the management of school affairs. I have only once been present at the meeting of the School Council and then for the first half-hour only, in order to discuss one particular matter which concerns and other of the SCEGGS group of schools.
With regard to the suggestions with which your letter concludes that I am sympathetic with the proposal that an award such as the OBE should be sought on her behalf. However, I cannot initiate this in my office as Archbishop; I am sure you understand my reason for so saying. It would be perfectly in order to others who know her well to prepare a citation and to submit it to the Premier of New South Wales.
I will write to the Rev T. F. McKnight and ask if he will prepare an article for Southern Cross and I'll ask the editor of Southern Cross if he will include it in the February or March issue.
I will draw Bishop Hulme-Moir’s attention to your final suggestion, but while such an arrangement might be made on the level of a personal agreement it would be very difficult to make such an official appointment.
In conclusion, I thank you again for your very considerate letter and join with you in the hope that Mrs Humphery will settle down to a happy and fruitful retirement.
Yours sincerely,
Marcus Loane
Archbishop of Sydney
Now to return to the main story; after speaking to Mrs Humphery seeking her resignation and without her knowledge, Chairman Prescott went down to the staff cottage and asked Mrs Foote, Deputy Headmistress, would she conduct school as Acting Headmistress in 1974. What were parents to think? No Chaplain, no Headmistress, an Acting Headmistress and no advertisements made for a new headmistress. "Redlands is to close."
In 1974 the “ rats” start to desert the sinking ship and children were being withdrawn, mainly to enrol at Queenwood and Wenona. One parent in particular who was my Vice President of the P & F Association and in line to succeed me at the end of the year, disgusted me by taking his two daughters to PLC Pymble. The only good news was that John Lang had become Secretary of the P&F Association and he agreed to step in and double as Vice President, subsequently taking over from me as President in 1975.
So, "the partnership" was started and John and I used the first two terms of 1974 to send letters to parents, hold general meetings and tried to instil confidence in both the parent body and the wider community. We knew that after three years there had been no real progress with the Darlinghurst project other than the purchase of several terraces and dwellings, some in Bourke Street being used as brothels. It was a matter of holding firm, remaining vigilant, waiting for the crash and then moving quickly.
October, 1974. Synod. I quote for you the special statement made by the Archbishop to which I listened with mixed feelings of vindication and excitement, but no surprise.
Statement re SCEGGS
STATEMENT TO SYNOD BY THE PRESIDENT, THE MOST REVEREND M. L. LOANE, ARCHBISHOP OF SYDNEY.
October 14, 1974
The Council of the Sydney Church of England Girls Grammar schools was constituted by the ordinance of Synod. This Ordinance gave the Council wide powers of management over the property and finances of the School: this power was later supplemented by various mortgaging Ordinances. The council itself became a Body Corporate by Act of Parliament in 1938. At that time it was responsible for the management and control of the School at Darlinghurst (founded in 1895), the School at Moss Vale (founded in Bowral in 1906), and the School at North Sydney. The latter was closed in 1942, but Redlands at Cremorne was acquired in its place in 1945. Since then the Council has also become responsible for the operation of the School at Wollongong (founded in 1955), and the School at Loquat Valley (acquired in 1967). The Council consists of 19 members, of whom four clergy, six women and eight laymen are elected by Synod, and one woman is elected as an Old Girl's representative. The Council is an independent and autonomous body. It is required to submit an annual report and an audited copy of its financial statements to Synod each year. Apart from this, in normal circumstances, it functions without reference to Synod or Standing Committee.
In August 1971, Standing Committee received a letter from the Chairman of the Council which stated its desire "to develop and extend both the Darlinghurst and Cremorne schools."
On August 3, 1972, a conference took place between the Finance Committee of Standing Committee and representatives of the Council.
This meeting was arranged as it had come to the notice of the Finance Committee of Standing Committee that the Council had borrowed large sums of money without first seeking the approval of Standing Committee. The representatives of the Council gave assurances to the Finance Committee that, in substance, there was no need for concern.
This position was unaltered at the beginning of this year as far Standing Committee was concerned. However, on March 28, 1974, the Chairman of the Council informed me that the auditors had prepared the balance sheet for the year ended December 31, 1972, but were unwilling to sign it unless the Council would pass certain resolutions. The Chairman thought that the Council would have to decline to pass such resolutions. As a result, he and the Executive Officers of the Council had at once begun to carry out an investigation. It soon appeared that a sum in excess of $100,000 could not be accounted for. This led to the immediate resignation of the Honorary Treasurer who was also the Solicitor for the Council, and the matter was reported to the Law Society.
On June 19, I was advised of the probable intention of the Council to close the School at Moss Vale as from the end of this year. This was subsequently confirmed at a special meeting of the Council.
As Archbishop of Sydney, I hold a nominal position as President of the Council. This has always been a titular office. I do not attend meetings of the CouncIl, nor do I Receive Minutes of Council meetings. However, in view of these developments, on June 19, I took the unusual step of writing to the Chairman of Council. I said that the misuse of funds and the closure of the school at Moss Vale, added to the problems inherent in the current economic climate, forced me to the conclusion that there was an urgent need for an independent enquiry into the Council's financial situation. The Executive Committee of the Council concurred with this statement. I then appointed a Panel of Enquiry, consisting of Mr A. E. Davis, the Honorary Secretary of the Kings School and formerly the Senior Partner in Henry Davis York & Co; Mr JM Dixon, the Chairman of Shore, and formerly a Director and Deputy General Manager of the Colonial Sugar Refining Co; Mr W. J. Pickard, the Bursar of the King's School; and Mr R. H. Y Lambert.
The panel undertook as far as possible a thorough examination of the commitments of the Council, and submitted a written report to many on August 14th. This report stated that the position was so complex, both legally and financially, that in its opinion a Committee of Management should be appointed to control all financial operations of the Council, and that other steps should be taken to ensure as far as possible the continuance of the Schools.
A special meeting of Standing Committee was held two days later, on August 16 to receive this report and to act on its recommendations. As a result, a Committee of Management was appointed, consisting of Archdeacon E. D. Cameron (Chairman), Messrs is JM Dixon, S. Atkin, N Malone, and G. R. Christmas, and an Ordinance was passed to give this Committee special powers.
The Committee of Management immediately resolved to seek the help of Messrs Allen Allen and Hemsley on all legal issues and the Price Waterhouse and Co in unravelling the financial problems. Price Waterhouse and Co were not able to submit a complete statement until Thursday, October 3. This showed that the total liabilities of the Council now amounted to $7.5 million.
A special meeting of Standing Committee was held on Friday, October 11, to receive the report and confirm the decisions of the Committee of Management. The position as disclosed is one of enormous complexity, and it will take many months before the problems are solved. It is believed that the Schools have a continuing future though not necessarily in their present form. Certain reorganisation will be essential. Standing Committee was informed that the total accumulated trade debts amounted to $312,000. It was resolved to authorise an immediate advance from the Finance and Loans Board to discharge these debts and to instruct the Finance Committee to recommend a programme of repayment from sources which will not affect parochial assessments or deprive parishes of prospective assistance. A Committee of Management will furnish Standing Committee with a monthly report that will take all appropriate measures to ensure the continuance of Christian education through the Schools.
There are doubtless many questions that will arise for which no clear answer can be furnished at the moment. The Committee of Management, with their legal and financial advisers, have spent many hours in a work almost daily in order to arrive at these first essential decisions. I must express my gratitude to them and my confidence in them, as well as the hope that the critical situation which developed so suddenly will be successfully overcome. It will be earnest desire of all members of the Synod at these Schools with their girls and their staff, will have God's blessing in a strong and stable future.
At the time of the appointment of the SCEGGS Committee of Management the SCEGGS council was dismissed. The council comprised:-
President: The Archbishop of Sydney, the Most Rev Marcus Loane
Clerical(4)
Rev B. W. Richardson
Canon A. W. Prescott.
Reverend D. G. Duchesne
Rev R. F. Bosanquet.
Laymen(8)
Mr A. L. Whitehead
Mr P. R. Gillespie.
Mr EDW Deck
Mr N. J. Jones.
Mr J. Hinton
Professor RA Layton.
Mr G. F. Lowe
Mr PO Knight.
Laywomen(6)
Mrs D. R. Dillon
Mrs A Davis.
Doctor D Holt
Mrs G. D. Simmons.
Mrs R. M. O'Brien
Mrs NR Wyndham.
Old Girls Union:
Mrs T. Bremner (ex-Darlinghurst).
As soon as the synod adjourned about 7 p.m. for the dinner break I dashed to the public telephone on Town Hall station and telephoned the news to Mrs Humphery, who, I think, felt saddened but vindicated, and to John Lang. John and I agreed on the phone that our first step was to call a meeting of parents. Under that same date a notice was issued by us jointly as Secretary and President respectively on the P & F Association's letterhead and despatched the next day to all parents of the School calling a meeting for 23 October, 1974 (only 9 days after Synod) in the following form:
"Notice is given that a general meeting of this Association has been called by the President, to be held in the School Assembly Hall, on Wednesday, October 23rd, 1974 at 8 p.m.
Business:
"The future of Redlands - a member of the SCEGGS group of Schools!”
Parents must be aware of current reports and rumours concerning the SCEGGS Schools - and the President is anxious for a meeting to be held for the purpose of providing parents with an opportunity to ask questions and express their views - to indicate their support for the continuation of the school - and to reach some objective conclusions on how we may support the recently appointed Committee of Management.
All parents are asked to attend."
Before the Parents meeting, and just a couple days after Synod on 18 October 1974, I sought and was granted a private meeting in his office with the Archdeacon Cameron (later Bishop) who had been appointed Chairman of the Committee of Management of SCEGGS which had taken the place of the sacked SCEGGS Council. I told him of my involvement with the Church and the School, of my wife's association with Darlinghurst, that we were donors to the building funds of both schools and I gave him a list of the funds and equipment which the parents of Redlands had donated. I advised Archdeacon Cameron that the parents of Redlands would do all in their power to ensure the continuance of Redlands and Darlinghurst equally, but on no account would we allow the closure and sale of Redlands to enable the survival of Darlinghurst only.
Archdeacon Cameron listened to me patiently but I could see by the expression in his eyes and on his face that Redlands would be readily sacrificed. I knew that the Church regarded Darlinghurst as the principal school with the other four as expendable branches and I knew Archdeacon Cameron's two daughters attended Darlinghurst.
Reverting to the Archbishop's statement to Synod: have you ever read anything equally disingenuous and such a weak effort by the President of a Corporate Body trying to exonerate himself and his Church Standing Committee from any responsibility for the appalling conduct of a Church school’s affairs.? The SCEGGS Council's financial accounts were balanced at 31 December each year, reported to Standing Committee and tabled at Synod the following October. The auditors declined to certify the 1972 accounts and yet this was not reported to 1973 Synod but kept secret. Company directors acting in such a way in the commercial sphere would have been prosecuted.
Why did nothing happen? Because the "old boys" closed ranks and because the Treasurer and Solicitor of SCEGGS council, Mr RGS Glanville, had defrauded the council of a miserable $200,000 (of which $100,000 was recovered from the Law Society's Fidelity Fund) and he became the scapegoat and provided the whitewash. After the initial disclosure of the failed development proposals, in one of the best media stunts of all time attention was focused on the misdeeds of Mr Glanville who had conveniently absconded to Brazil in June that same year. Little attention was given to the $7.5 million of debt accumulated by the SCEGGS Council borrowing far beyond its resources, while the Church hierarchy looked the other way.
To commence the Darlinghurst project, the SCEGGS Council had borrowed by discounting 45 x $100,000 bills ($4.5 million) through Bill Acceptance Corporation at short term - maximum 180 days rollovers -for a long-term project which would take at least five years to be completed. Financial idiocy and suicide and yet their actions were allowed to go unchallenged by the Archbishop and his advisers. Added to earlier borrowings plus accruing interest the indebtedness had soared to $7.5 million in 1974, yet nearly every member of the school community in general public to whom I spoke held the opinion that the financial problems of the schools were caused by the defalcations of Mr Glanville.
As mentioned above, we called a meeting of parents on 23 October 1974, and we had an attendance of 240 very angry people in the Assembly Hall. I stood at the microphone with John Lang and Mrs Foote seated at the table and Mrs Diana Weaver taking notes. I gave the parents the whole background of the situation and details of the continuing endeavours of their P&F Association, commencing in 1971, to protect Redlands from the inevitable collapse of SCEGGS Council which we had anticipated. The anger in the Hall was palpable and I remained on my feet answering questions and giving explanations for three hours from 8 p.m. to 10:55 p.m.
Several resolutions were passed, but perhaps the most important was:
"That a small committee be appointed to be prepared to make a bid for the School if collapse of the present school system does eventuate."
Moved: Dr Brett. Seconded: Mr Simpson.
Then the Committee was duly elected comprising John Lang, Bruce Adams and myself.
Our next effort was to arrange a further meeting of parents on 7 November 1974 at the request of the SCEGGS Management Committee. Attending were Archdeacon Cameron (Chairman), Messrs Stacey Atkin, G. R. Christmas and J. M. Dixon, members of the Committee, Mr N. M. Cameron of Allen Allen and Hemsley, Solicitors, and Mr R. I. Moore of Price Waterhouse and Co, Accountants. An apology was received from Mr Neville Malone, member of the Committee. Archdeacon Cameron handed the meeting to Mr Moore who gave some details of the expected enrolments and financial situation for Redlands in 1975. Then the meeting was opened to questions. Our visitors appeared quite nervous of how our parents might react but the questions were reasonable and the evening was quite successful. In fact Mr Moore on behalf of the Committee of Management subsequently wrote to me and conveyed the committee's "sincere thanks and appreciation for the assistance and moral support lent to it by yourself, Mr Lang, Mrs Zehnder and Mrs Lang". (Mrs Margaret Zendher was President of the Old Girls Union and Mrs Fay Lang was President of the Mother's Canteen.
It was clear to me that Mr Rodney Moore was conducting the day-to-day affairs of SCEGGS and controlling finances so I phoned him at Price Waterhouse Co and took him to lunch at the Imperial Service Club. This gave me the opportunity to explain the Redlands background. He was impressed that we had foreseen the collapse and had made constant endeavours as promised far back as 1971 to safeguard the interests of Redlands. An advantageous start.
Rodney Moore, John Lang, Bruce Adams, Mrs Foote and I had further meetings from time to time and these helped to establish a good rapport. Rodney Moore came to understand how unfair it would be to sell Redlands to help clear the mess of Darlinghurst, as he was appreciative of the effort we had made from 1971 onwards to save our situation.
Throughout 1975 there was much telephoning and letter writing on our part to keep the pressure on the Church and the Committee of Management. John Lang having taken over from me as President of the P&F Association, was in his element and really excelled himself. He was tenacious and quite superb. It paid off. To our great surprise one day towards September/October 1975, Rodney Moore asked John and myself whether we thought we could manage a school on the Redlands site. Hardly believing our ears we both answered immediately "yes". Then Rodney explained his idea that the SCEGGS Committee of Management would give us license to occupy the campus and use all equipment and facilities and also to take over management of the peripheral cottages not used for school purposes. We would become responsible for raising all income (tuition fees, cottage rents etc) and for meeting all expenditure (salaries, main and colour mortgage interest on cottages etc.) and to run the school.
On 15 October 1975, somewhat taking things for granted, I formulated and moved at the meeting of Church Synod the following motion:
“Synod notes that SCEGGS Redlands, privately founded 1884 and governed by Councils elected by Synod and Standing Committee since 1945, will pass in 1976 to the management control of the company to be established by SCEGGS Redlands Parents and Friends Association. Synod desires that the School remain a Church of England school and to that end requests Standing Committee, the SCEGGS Council and The Parents and Friends Association to take such steps as will ensure this for the future. Furthermore, Synod expresses its best wishes to the parents and friends of the School in their new endeavour and pays tribute to their dedication and devotion to providing a Christian education for their daughters in these difficult financial and social times".
The motion was passed and became Resolution 40/75 but not before quite a lot of debate and opposition. The most prominent speaker against the motion was Canon A. A. Langdon, Chairman of the Council for the Promotion of Sydney Church of England Diocesan Schools. Why would he oppose such a harmless motion? Read on.
Nevertheless, 1975 continued to be difficult for us and student numbers were falling as year 12 departed with insufficient new enrolments to replace them. Also, parents continue to withdraw their children through lack of confidence and in some cases, through dissatisfaction with discipline. One parent who took two daughters to Queenwood School told me that during his interview with the Headmistress there, she had told them she knew for a fact that Redlands was to be closed. Now, I asked myself, why would the Headmistress of Queenwood have information about an Anglican school? It just may have been a coincidence that a member of her mathematics staff was Mrs Douglass, the sister of Canon Prescott,, recently sacked Chairman of the SCEGGS Council.
In another display of insensitivity further illustrating the divisive and selfishly parochial attitudes of Sydney Anglican Schools, the Council For the Promotion of Sydney Church Of England Diocesan Schools, Chairman Canon A. A. Langdon aforementioned as opposing my resolution in Synod, saw an opportunity in the hoped-for closure of Redlands and chose this propitious moment to announce the expansion of St Luke's School, Dee Why, from junior school into the senior years. (This council conducted St Luke's, Dee Why Claremont College, Randwick, Danebank School Hurstville, Roseville College Roseville, and purchased at Loquat Valley, Bayview from SCEGGS Council in the 1975/76 reconstruction. It is now called Sydney Anglican Schools Corporation.) St Luke's School was in the centre of one of the Redlands main “catchment areas” and the new appointment as Mistress in Charge of the Senior School at St Luke's was the above-mentioned Mrs Douglass from Queenwood.
Fortunately Rodney Moore managed to succeed with his idea for Redlands to be separated and as an interim measure, allowing us time to incorporate SCEGGS Redlands Ltd, the Committee of Management agreed to a Deed of Licence to occupy and manage Redlands between SCEGGS Council and three trustees, Bruce Adams, John Lang and myself. This deed was executed on 24 December 1975 thereby enabling us to commence operations on 1 January 1976. When incorporation of SCEGGS Redlands Ltd was effected 23 January 1976, a replacement deed between SCEGGS Council and our new company in place of the three trustees was executed on 1 March 1976. The subscribers to the new companies memorandom and articles of association were John Lang, Bruce Adams, Rodney Pegus, Charles Goldberg and myself.
The Deed of Licence gave us occupancy rights for six years expiring 31 December 1981, with an option to purchase at any time during that period. The Church gave us a non-repayable loan of $50,000 so that, as Directors, we would not contravene the law by incurring liabilities (e.g. teachers salaries) without reasonable prospect of being able to effect payment. The loan was interest-free and made on the basis that if our operating losses prevented us from making repayment of principal would be forgiven.
John Lang forecast that we would lose more than $50,000 in the first two years, break even in the third year and after that commence operating profitably. Actual school operating results in enrolments were:
1974 not known enrolments 580
1975 not known 380
1976 loss $45,508 280
1977 loss $31,317 226
1978 loss $1238 265
1979 profit $17,512 290
1980 profit $59,211 406 (includes 99 boys KG-F9)
Rodney Moore joined our board on 19 January 1976 but was forced to resign by Church pressures over a possible "conflict of interest" on 1 November 1976. His help and guidance were invaluable.
Despite Rodney Moore's support we never felt that we had acceptance from SCEGGS Committee of Management. We were quite confident that the hidden agenda remained for Redlands to fail, be sold and the proceeds applied to the benefit of Darlinghurst. With our holding the License the blame for failure would be ours, and the Committee of Management would be exonerated and cleared to pursue its agenda. The License in draft form originally divided the Redlands properties into two lots, Lot A and Lot B. Lot A comprised the property on the school itself, while Lot B comprised the peripheral cottages held under mortgages and let to tenants. When the engrossed deed was presented to us for execution we discovered a new Lot C had been created which comprised the whole Military Road frontage back to a depth of about half way across our only tennis court and all the present staff cottage.
We were dismayed at the introduction of Lot C without consultation because under the terms of the deed it could be withdrawn from our six years control and we would lose our option to purchase. When we protested were told it had been done at the insistence of the principal creditor Bill Acceptance Corporation, although that company held no security over Redlands properties, only over Darlinghurst. However the Committee of Management gave us an assurance that we would be consulted before any action was taken regarding Lot C.
Imagine our further surprise when a letter from North Sydney Council addressed to SCEGGS Council acknowledging their application for subdivision and rezoning of Lot C from school to commercial use came to our address by mistake. We immediately sought a conference and asked why the Committee of Management had not honoured its promise to consult us. The Committee's line response was that it had no record of having given us any such undertaking. No denial of the undertaking, no apology, just "no record". Eminent Anglican churchmen.
However we thwarted the devious plan to create a very saleable commercial site with main road frontage. I wrote a letter to North Sydney Council giving as many reasons as I could to retain the school zoning (trees, space the children, offstreet parking for staff etc) and we were rewarded when the Council refused the application for subdivision and rezoning.
SCEGGS Council and the Whitlam government were not the only bubbles to burst in the mid-1970s. Patrick Partners were one of Sydney's leading stockbrokers and underwriters. Some of their financial business was conducted in the name of Patrick Corporation. Patrick's also fell into serious financial trouble and their partners bankrupted. Patrick Corporation was one of the main shareholders in Bill Acceptance Corporation so the Patrick problems flowed through and Bill Acceptance Corporation was in serious financial difficulty. Consequently, in a scramble for liquidity Bill Acceptance Corporation started calling in its debtors and you will remember it had advanced bill finance of $4.5 million to SCEGGS Council with security taken over the Darlinghurst School and properties. With unpaid accrued interest the amount owing had grown to $5.9 million and Bill Acceptance Corporation demanded repayment.
I. pause in my story to give some details of Bill Acceptance Corporation Ltd:
Capital:
Authorised : $10,000,000 one dollar shares $10 million
Issued: 1,499,995 one dollar shares paid to $.20 $299,999
5 $1 shares are fully paid 5
Shareholders Funds $2,395,000
Shareholders
Commercial and General Acceptance (CAGA)
Construction Finance Australia
Industrial Acceptance Corporation(IAC)
Patrick Corporation
Mutual Life and Citizens Assurance (MLC)
Directors:
Mr R. L. Dowling (Chairman) Patrick Partners
P. P. Miskin (Managing) Patrick Partners
A. F. Deer MLC
W. M. Edmends IAC
C. W. Fletcher CAGA
Ultimately the Bill Acceptance Corporation was acquired by a Australian Guarantee Corporation and so, ironically, became a subsidiary of The Bank of New South Wales (now Westpac).
With Bill Acceptance Corporation forcing the issue there was no room for the Committee of Management to move and finally in November 1976, the announcement was made that Darlinghurst School would close and not reopen in 1977. John Lang and I were present with Miss Barbara Chisholm, the Headmistress of Darlinghurst, at a meeting in Bishop Cameron's office when he told us the announcement was to be made. Of course there was great consternation in the Darlinghurst School community because, although John Lang and I had met their Fathers Association and warned them in 1974, they seemed to know the "branches" may go down, but it could not happen to them.
Although it affected our struggles and aspirations the Darlinghurst story is not ours. Their brief agony can be summarised:
The parents called a meeting to which John and I were invited as they sought our advice following our own experiences. We gave them copies of our trust deeds and memorandum and articles of association. A committee was formed to negotiate with the Church.
A second meeting was called and John I were invited again. At this meeting the SCEGGS Committee of Management offered representatives of the parents the opportunity to acquire the School if they could raise $1 million. The offer was accepted and each family was asked to provide at least $1000. The General Manager of the Bank of New South Wales (now Westpac), Sir Robert Norman who had a family connection with the school and was a friend of Miss Chisholm, advised that any parent would be granted a personal loan to finance their contribution and he placed a special additional manager at the William Street branch to receive and approve applications. Other fund-raising efforts were put in hand, other schools including ours assisted in functions, and in quick time $1 million was assured. A truly splendid effort.
During December 1976, agreement was reached between the SCEGGS Committee of Management and Bill Acceptance Corporation, the major creditor and mortgagee over Darlinghurst School and peripheral properties. Bill Acceptance Corporation claimed $5.9 million but agreed to the complete discharge of SCEGGS Council's Darlinghurst mortgages on payment of $2 million by 31 December 1976 and a further $1.4 million by 31 December 1977 - a total of $3.4 million.
As part of these arrangements it was agreed that the Darlinghurst School would be sold to the parents new company, SCEGGS Darlinghurst Ltd for $1.5 million, the purchase being funded $1 million raised by the parents as above, plus $500,000 granted from the Church’s SCEGGS Assistance Fund. A further $500,000 was granted from the SCEGGS Assistance Fund to complete the $2 million required by 31 December 1976. The remaining $1.4 million required by 31 December 1977 was to come from the sale of peripheral properties at Darlinghurst and Moss Vale after discharging any mortgages.
When the Archbishop made his statement in 1974 advising the financial predicament of the SCEGGS Council he also announced the establishment of the SCEGGS Assistance Fund. This fund was commenced by diverting to it moneys representing the proceeds of the sale of a Church owned property at Drummoyne, “Wingham”. These monies had been earmarked for the building of a student hostel near the University of Sydney, but were now diverted. No hostel. Then, further funds would come from any amount of annual income from the property known as the Endowment of the See, which exceeds the amount of its 1973 income.
By October 1976, the SCEGGS Assistance Fund comprised:
Sale of “Wingham” $725,246
Income from Endowment of See $625,809
Interest $63,239
$1,414,294
John Lang and I had always hoped Redlands would receive some substantial share of this Assistance Fund but we sat at the second meeting of Darlinghurst parent and listened while the Committee of Management promised the bulk of it towards the clearance of Darlinghurst indebtedness. We left that meeting somewhat shaken and disheartened, so proceeded to the Imperial Service Club where over a couple of scotches we shook hands on a pledge that, regardless, we would keep on keeping on.
Now, all these years we had been refused any information on the financial situation in the borrowings of the SCEGGS Council. However, we had done our own “sleuthing” and were we were able to piece together little by little following picture:
School property mortgagee approximate debt
Darlinghurst Bill Acceptance Corp $5.9 million
Wollongong Bank of New South Wales $1.9 million
Moss Vale MLC and
Redlands Beneficial Finance $0.8 million
We started to develop our strategy. By the end of 1976 the position of the five schools was:
Darlinghurst Sold to parents - SCEGGS Darlinghurst Ltd.
Loquat Valley Sold to Council for the Promotion of Sydney Church Of England Diocesan Schools.
Moss Vale Closed, and properties to be sold.
Wollongong Integrated with the Illawarra Grammar School and properties to be sold.
Redlands Managed under licence by SCEGGS Redlands Limited.
Although Bill Acceptance Corporation had agreed to discharge its Darlinghurst mortgages for $3.4 million it still remained an unsecured creditor of SCEGGS Council for the balance owing, that is $2.5 million. If any school properties, when sold, yielded a surplus after satisfying their respective mortgagees, that surplus could be claimed by any unsecured creditor, for example Bill Acceptance Corporation.
There were no surpluses from the sales of Darlinghurst and Loquat Valley. There would be no surpluses from the sales of Wollongong and Moss Vale
That left Redlands very vulnerable to a forced sale because the sale of Moss Vale would largely satisfy mortgagees MLC Assurance and Beneficial Finance who were also the mortgagees of Redlands. This meant a sale of Redlands would yield a worthwhile surplus which would be attractive to Bill Acceptance Corporation. You remember Bill Acceptance Corporation had forced the creation of Lot C in our licence. Our licence to occupy and manage Redlands for up to six years with option to purchase was known to the creditors of SCEGGS Council but the creditors were not parties to the deeds and were not bound to recognize it.
There would be two large unsatisfied creditors when all properties except Redlands were sold- Bill Acceptance Corporation and Bank of New South Wales. From our point of view it would be far better pleading our cause with Bank of New South Wales than with Bill Acceptance Corporation. Better still Bank of New South Wales were secured over Redlands and thereby ahead of Bill Acceptance Corporation.
At this stage you will recall that MLC Assurance and Beneficial Finance had equally ranking mortgages over both Moss Vale and Redlands. We obtained an interview at General Management level (above Branch level) with Bank of New South Wales and put our case. We had no right to discuss with the Bank the affairs and indebtedness of their customer SCEGGS Council but we personally knew the Assistant General Manager concerned and he trusted us. We urged the bank to take a mortgage over Redlands. What would be the value of a third mortgage ranking behind MLC Assurance and Beneficial Finance we were asked. Keep Redlands operating until Moss Vale is sold and those two mortgagees are paid out from the proceeds and your third mortgage in Redlands would become a first mortgage, successfully keeping Bill Acceptance Corporation at bay, we replied.
Thank goodness the bank saw the logic of our request, and took a mortgage over Redlands.
In due course Wollongong was sold, proceeds to the Bank of New South Wales. Then Moss Vale was sold and proceeds were sufficient to clear Beneficial Finance and partly clear MLC Assurance with the balance of $339,000 being provided by the Glebe Administration Board of the Church which took over MLC Assurances mortgage on Redlands to finally clear MLC Assurance. This arrangement left Bank of New South Wales as a second mortgagee in Redlands securing a debt of $1,407,000 reduced from $1,892,000 by the sale of Wollongong for $485,000.
(Note: some of the dealing between MLC Assurance and the Glebe Administration Board is surmised only and was not known to me at the time but has been constructed as a probability from later events. It may not be accurate but the results are the same and this mortgage ex-MLC Assurance would become part of the “GAB Mortgages” held over our heads until 16 April 1994, being 10 years after the completion of the purchase of the school).
In 1977 the SCEGGS Council was again reconstituted, the new members being Messrs RHY Lambert (Chairman), W. A Drain, RS Gould, GBV King and W. O. Wilson and the new Council appointed the Glebe Administration Board as the manager of its activities in place of Price Waterhouse and Co.
Under the terms of our Deed of Licence to occupy and manage Redlands dated 1 March 1976, it was required by clause 13(I) that representatives of Redlands and SCEGGS Council should “ meet together in the presence of a representative of the Bank of New South Wales from time to time on days which are acceptable to them and to the said Bank during the first 21 days in October 1976, in October 1977 and in October 1978 for the purpose of considering whether the school should be continued, and, if so, the basis on which the school should be continued."
The meetings with the bank in 1976 and 1977 gave us the message that the bank was hardening in its attitude towards SCEGGS Council and was looking for proposals to clear its debt. On the other hand we felt that SCEGGS Council would be happy for its problems to be solved by us failing and Redlands being closed and sold along with Wollongong. So, we became the meat in the sandwich and our position was most tenuous. I can remember John Lang telling the small tense meeting in 1977 that our financial operations in 1978 would break even after the losses of 1976 and 1977 and we would become profitable in 1979.
As the whole SCEGGS situation was in an unconsolidated state in 1977 with Darlinghurst just sold and Moss Vale and Wollongong being readied for sale the Bank agreed to our continuing for another year and the situation would be reviewed in October 1978.
The files testify to the large volume of correspondence and debate which went on between SCEGGS Council and ourselves over the next year especially regarding our demand for a cash payment from SCEGGS Council to cover the money-equivalent of long service leave which had accrued for our teachers prior to 1 January 1976 when still employed by SCEGGS Council.
The closing months of 1977 witnessed two events which would prove to be of the utmost significance to the School’s affairs. Firstly, in October 1977, Mr Robert Sauer (now a parent of the School), Solicitor of Priddle Gosling (now Barker Gosling) advised that Mr Richard Fahl whose late daughter, Lynette, had died while a student of the school, had drawn a new will leaving his residuary estate to the School. Secondly, in November 1977 the School Board resolved that boys who had enrolled that year in the Form 6 would be allowed to progress to Form 7 in 1978 and also boys would be allowed to enter the School in Form 7 in 1978 thereby inaugurating co-education in the Senior School.
Following the operating losses of $45,508 in 1976 and $31,317 in 1977 we started 1978 with total enrolments of 265 and an awareness that this year would be critical for a continuance, with Bank of New South Wales pressing for some resolution of the SCEGGS Council's indebtedness. In turn SCEGGS Council kept its eyes on our difficulties and hungrily on Redlands properties.
In due course we came to our annual meeting with SCEGGS Council and the Bank as required by our License Deed on 20 October 1978. Somehow once again John Lang achieved a stay of proceedings from the Bank, reiterating that as previously forecast the losses of two years would change to break even in 1978. On that note of "we shall see" the bank gave another year's grace but was adamant that a final resolution would be demanded in 1979.
Can you imagine our relief and joy when, after a certain amount of capitalisation of expenses and other “fine tuning” we were able to achieve an operating loss at the end of 1978 break even! (1976 loss $45,508; 1977 loss $31,317).
So now we faced 1979, the year of final reckoning with the Bank, with student enrolments of 290 and an operating income of $581,448, promising a profit for the year of $17,512. However,although that would represent a successful turnaround from our beginnings in 1976, it did not provide much financial strength to face the mortgagees of our school, mainly Bank of New South Wales $1.407 million and unknown to us (thank goodness) Glebe Administration Board $339,000 (taken over from MLC Assurance).
These debts secured by mortgages over our school were the debts of SCEGGS Council, the owner of the school and its properties. We sat there between the two parties trying to run the School under a Licence scheduled to expire at the end of 1981 and with the Bank's patience exhausted over the failure of SCEGGS Council to offer any proposals for solution of the impasse.
Now becomes of paramount significance our earlier strategy of getting the Bank in there as a mortgagee and thereby keeping Bill Acceptance Corporation right out of the picture. The Bank would be open to negotiation, there was no chance at all of a beleaguered and failing Bill Acceptance Corporation entering negotiations because of its own demanding creditors. Obviously the strategy of SCEGGS Council was simply to be inactive and await the next meeting with the Bank and ourselves in the expectancy that the Bank would foreclose and thereby remove us from the School and allow the properties to be sold.
It was time for us to develop our own proposals for the Bank. Accordingly, we decided to write direct to the Bank without any intimation of our action to SCEGGS Council. On 28 April 1979 we forwarded a letter setting out our understanding of all the difficulties which had arisen over the years between the bank and its debtor-customer SCEGGS Council. We then proceeded to point out that a dedicated group of parents had been endeavouring since early 1971 to save Redlands School from being submerged in a financial morass in which it should never have been involved. We expressed our desire to co-operate as far as possible in seeking a reasonable settlement of the SCEGGS Council's indebtedness but we advanced the opinion that the publicity which would arise from a mortgagee’s forced sale of a church school would not be in the best interests of any of the parties involved. Also we submitted that a large portion of the SCEGGS Council debt would be accrued interest and that surely the Bank, knowing the unlikeliness of its payment, would not have taken into profits and paid tax thereon. Therefore, we proposed determination of appropriate figure for early settlement and suggested that figure should be the original principal loan and interest accrued as at October 1974 reduced by proceeds of sale of the Wollongong School. We assessed this figure as being $400,000 and asked would the Bank be prepared to release SCEGGS Council from its total indebtedness and discharge all securities against payment of that amount in settlement.
On 11 May 1979, the bank acknowledged receipt of our "constructive and reasonable letter" but deferred a reply until the return from leave in early June of the Manager concerned.
So we waited for June. When June arrived we were requested to attend a meeting with the Bank and SCEGGS Council on 25 June 1979. We duly attended with feelings of great anxiety and wondered what would happen, whereas the Church representatives appeared rather confident and complacent.
Both sides received a shock.
After the opening pleasantries Mr Tom King, Manager of the Bank, Royal Exchange Branch went straight to the point, saying that at the time of introduction in 1967 of the new year 12 school year the church had approached the Bank for its assistance and understanding of the financial strains which would be placed on Church schools. Mr King then stated, "The Bank was assured by a senior dignitary of the Church that it would suffer no loss. The Bank now feels abandoned."
Mr King then went on to say Redlands’ letter was "greatly appreciated as a tangible step forward" and that the Bank would release the School for $400,000 for "the school to survive" but the bank would require a "definitive arrangement within three months". Mr King stated that the Bank's gesture was made "for the benefit to flow to the parents", that is, not just to SCEGGS Council.
The Church representatives appeared surprised and taken aback. We were surprised and delighted not really having expected our letter to be quite so successful. The tide had turned.
On 4 July 1979, the Secretary of the Diocese wrote to us as follows:
Copy of letter from Church of England Diocese of Sydney dated 4July 1979.
The Chairman
SCEGGS Redlands Ltd
272 Military Rd
Cremorne 2090.
Dear Mr Lang
The Standing Committee has been informed of a meeting held on 25 June, involving representatives of your company and the SCEGGS Council with observers from the Bank of New South Wales, at which the financial situation of the SCEGGS Council and the future of the Redlands properties were discussed. As I understand the position, a further meeting is to be held 11 July and your company's representatives have been invited to submit an offer to purchase the Redlands properties.
An offer of that kind could well involve the Standing Committee and, if that is the case, I have been authorised to invite up to three representatives of your Company to attend the first half-hour of The Standing Committee meeting at 6 p.m. on Monday 30 July in the Cowper room at St Andrews house, to speak in support of a written submission for the purchase of the Redlands properties and to answer questions. The agenda for that meeting closes at 12 noon on Friday 20 July, and I would need your written submission by that time so it can be copied and circulated to Standing Committee members and, in the circumstances, I suggest 10 minutes for a speech, or speeches, in support of the submission and 20 minutes for questions and discussion.
I would be grateful if you would let me know when you intend to proceed with the offer along the lines referred to so I can make the necessary arrangements.
Signed: WGS Copley (Secretary).
Subsequently we held discussions with the SCEGGS Council representatives at 8 a.m. on 11 July 1979 to discuss in general terms the results of our meeting with the Bank and to explore our proposals for purchasing the School. Although the Bank had made a generous offer there was still no decision by the Church on what action should follow. However, there seemed to be a more favourable attitude towards us developing in Church governance circles, probably helped by members of the SCEGGS Council who now knew us better, by Bishop Donald Robinson (later Archbishop) who had held discussions with John Lang and by Mr Warwick Lewarne, a member of Church Property Trust, auditor of our Company and a parent of the school.
On 23 July 1979 we accepted the amount of $23,332 in final settlement of our long-standing claim against SCEGGS Council for long service leave entitlements accrued prior to the commencement of 1976 of our management of the school.
The next quite dramatic event was the opportunity on 30 July 1979 for John Lang to address the Standing Committee of Synod and put our case for acquisition of the School. Standing Committee was quite a formidable body, comprising the Archbishop as Chairman, five bishops, 18 clergy and 25 laymen, a total of some 49 if all were present, many of whom were hostile towards us. In his usual style John was thoroughly prepared and his presentation was first-class and straight to the point. He was excellent and I felt like cheering but that would never do in such company. I must say John was very courteously welcomed by the Archbishop and listened to most attentively. His remarks appeared to be well received. We left the meeting not knowing the outcome and wondering what would be debated afterwards.
Subsequently we met representatives of SCEGGS Council on site at the School to discuss the proposed sale of all peripheral cottages and the Scout Hall with its land (now the main playground of the Preparatory School). We pleaded a case for retention of cottages 25 and 27 Waters Rd, 7 Gerard Street and the Scout Hall but because of cash needs regretfully agreed to the sale of cottages 9 and 13 Gerard St and 8-10-12 Winnie St. Of course we were not privy to negotiations which were proceeding between the Bank of New South Wales SCEGGS Council and the Glebe Administration Board. We knew of the Bank's mortgages over the school and some cottages, but we did not know of the Glebe Administration Board mortgage over the School which had it had taken over from MLC Assurance at the time of the Moss Vale sale. In the long run it appeared the Glebe Administration Board acted as banker to the SCEGGS Council and paid out the Bank of New South Wales some $700,000 of the debt of $1.4 million, the Bank apparently receiving $400,000 for the School, some $300,000 for the cottages and forgiving the balance of $700,000 (largely accrued interest).
The situation became clearer when we met representatives of the SCEGGS Council in 10 August 1979, and my memorandum written as a firm record after meeting tells the story. Here it is reproduced:
“Acquisition of School
Meeting 10 August, 1979 between Messrs Lambert, King and Cameron representing SCEGGS Council and Messrs Carey, Lewarne, Roberts and Dr Andrew representing SCEGGS Redlands Ltd to discuss proposals for clearance of debt to Bank of NSW and acquisition of school property by SCEGGS Redlands Ltd.
Without commitment by any party, "firm common ground" was established which on my understanding is as follows:
o The Glebe Administration Board will approach the Bank for it to accept a cash settlement of $700,000 against assignment of all its mortgages to the board and release in full of SCEGGS Council from any indebtedness.
o Full details of arrangements with Redlands to continue the School will be divulged to the bank, including the intention to apply for rezoning and development approvals for some cottages.
o The arrangements with Redlands will provide:
1. Redlands to cooperate in the zoning and sale of cottages.
2. The cottages for sale will be 9 and 13 Gerard St, and 8-10-12 Winnie St.
3. The remaining property comprises:
(a) the present school
(b) 25 and 27 Waters Rd
(c ) 7 Gerard St
And will be transferred to Redlands for a consideration of $1 subject to Redlands undertaken the obligations of existing mortgages.
4. Existing mortgages are calculated as $1.491 million, being:
Bank $1.4
Glebe Board .385
Cottages (ex-bank) .138
1.923
Sale five cottages .432
$1.491
(note: Glebe Board expects to realise $0.432 M from the sale of five cottages. Should a higher figure be realised the benefit will be passed to Redlands; should a lower figure be realised Redlands will be required to supplement up to a maximum of $7,000 corresponding to $0.425M sale figure. If sale proceeds are less than $0.425M the shortfall will be found by the Glebe Board).
5. The obligation of $1.491 million to be funded:
(a) Deferred-subordinated mortgage by Glebe Board, interest-free $0.700M
(This mortgage would be postponed in favour of balance of mortgages and any approved additional borrowings Redlands may wish to make in the future. It will be cancelled in full, 10 years after Redlands has cleared indebtedness to the Glebe board for the balance of $0.791M- see below.
(b) balance mortgages to Glebe Board $0.791M
less: Contribution SCEGGS Assistance fund: 0.200M 0.591M
Redlands cash by 30 September 1979 0.150
Residual to be funded on terms $0.441M
6. Terms for funding residual for $441,000.
Redland to pay - interest - principal
$441,000
1979 - nil - nil
1980 - 2% - 10,000
optional - nil - 20,000
1981 - 2% - 10,000
optional - nil - 20,000
1982 - 5% - 30,000
1983 - 5% - 30,000
1984 - 7% - 40,000
1985 - 8.5% - 50,000
1986 - 8.5% - 50,000
1987 - 8.5% - 50,000
1988 - 8.5% - 60,000
1989 - 8.5% - 60,000
1990 - 8.5% - 51,000
(optional 1980/81 - 31,000)
7. The aim of the rising interest rate (8.5% being the rate of MLC mortgage taken over) is to encourage Redlands to pay out principal as quickly as possible. On the other hand, if Redlands finds the combination of interest and principal repayment too high at any stage it would be able to borrow long-term elsewhere (perhaps requiring interest payments only) and pay out the Glebe Board. The Glebe Board's deferred mortgage of $700,000 would be subordinated but remain for 10 years interest-free.
8. Redlands will be expected to apply any funds available to reduction of principal commencing 1980, and not invest funds at higher rates while only concessional rates are being paid on the mortgage to Glebe Board.
9. Redlands will be regarded as an acceptable purchaser subject to certain amendments of articles of association to provide power for the Church to:-
o Appoint one third of members of the Board.
o Veto the appointment or removal of the school principal
o control the practice of religion in the school.
Sundry flow-on amendments will also be necessary.
JW Roberts".
At the first reading of the memorandum you may think the Glebe Administration Board was being generous with its deferred, subordinated and interest-free mortgage but remember that was simply keeping a grip on us by using the $700,000 forgiven by the Bank of New South Wales and keeping undischarged the mortgages over our School assigned to the board at settlement by the Bank and, earlier, by MLC Assurance. These mortgages became the "GAB Mortgages" held over our head until 16 April 1994, which was the date 10 years after the date when we made our final repayment of principal and interest for purchase of the school.
Following our meeting of 10 August 1979, then ensued a period of protracted negotiation between the three parties involved, namely SCEGGS Council, the Glebe Administration Board and ourselves. The other two parties engaged the services of Mr N. M. Cameron of Allen Allen and Hemsley, and we were assisted superbly by the late Mr Alistair Bluett of Priddle Gosling who displayed professional excellence, great patience and wisdom at our many conferences. We were forced to accept several amendments to our Memorandum and Articles of Association, notably those giving membership of our company to the Church Secretariat, the Secretariat’s right to Board representation, the Secretariat powers of appointment and removal of chaplains, the Secretariat’s powers of veto regarding the appointment and removal of Principals and a special Article 38 giving the Secretariat complete control, if it chose, over General Meetings of Members. We had no choice and accepted reluctantly.
Finally, compromise having been reached, we achieved ownership of the school on 28 March 1980 with execution of three documents:
1. Contract for Sale of Land between SCEGGS Council and our company - purchase price $1.00
2. Deed of Agreement between Glebe Administration Board and our Company governing the terms of our payments of $591,000 for actual acquisition of school.
3. Deed of agreement between SCEGGS Council and our Company authorising the use of "SCEGGS", the badge, the motto, "Church of England" and "Anglican".
Fortunately the sale of the peripheral cottages, especially Nos 8-10-12 Winnie St attracted higher than expected prices and the minimum sales proceeds figure of $432,000 required under our deed with the Glebe Administration Board was exceeded by some $176,000. In terms of the deed this excess benefited SCEGGS Redlands Ltd and correspondingly reduced our original settlement liability of $591,000. Together with some advance payments we had made in addition to our annual instalments in 1981 and 1982 cover our balanced view was reduced to $170,000 by 30 June 1983. By 16 April 1984, the amount owing had been further reduced to $155,000 plus current interest due of $3180, and at this stage we decided to borrow from the bank and pay out the Glebe Administration Board in full.
Under the terms of our deed with the Glebe Administration Board governing our acquisition of The School we were required to make an upfront payment of $150,000 and an annual instalments commencing $20,000 in 1980 rising annually in steps to $60,000 until 1990.
Earlier in this letter I mentioned two major events in late 1977 affecting the school. One was the enrolment of boys in senior classes and the other was the notification of Mr Richard Fahl’s will naming the school as residuary beneficiary. Sadly Mr Fahl had died on 21 October 1978 and the main residual asset of his estate, his home at 11 Pretoria Ave Mosman, was sold on 20 March 1979 for $112,000 with settlement on 21 August 1979. The distribution of the estate provided us with the bulk of the funds to make our upfront payment. Without that wonderful bequest we should never have been able to grasp the opportunity presented to us when agreement was reached with the Bank for settlement of SCEGGS Council's indebtedness. The school survived for many reasons but one major reason was the benevolence of the late Richard Fahl, and we should honour his memory in perpetuity.
The minutes of Board meetings record the names of those within the School community who worked assiduously in the School’s interests. However there were three persons who played significant parts in helping SCEGGS Redlands by advising and working on its behalf within Church circles of influence where there was a lot of resistance to the survival of the School and a strong desire to close it and sell its real estate. These three persons were Mr Rodney Moore, Manager Liquidations in Price Waterhouse and Co, Archbishop Donald Robertson, and Mr Warwick Lewarne, our Auditor and respected as a member of the Church's Property Trust.
The decade of history of Redlands 1971 – 1980 is closed but its lessons should not be forgotten. The old proverb warns us "History repeats itself". Also, the words of Judge John Curran, Dublin 1790, remind us that "The condition upon which God has given liberty to man is eternal vigilance".
Both these quotations apply not only to the body politic but also to independent schools. Of the many errors, misjudgements and malpractices which contributed to the collapse of the SCEGGS Council the main factor, in my opinion, was that the great majority of the Church’s Standing Committee of some 50 persons and the SCEGGS Council of some 20 persons ignored their responsibilities. They remained passive while a small group of their number formed themselves into an Executive Committee of the SCEGGS Council and undertook activities beyond their legitimate powers. Directors of Redlands will need to ensure always that committees of their members act in an investigative or advisory capacity only, reporting to the Board for the Board to make executive decisions affecting the School.
That is my story, Peter and I hope you found it as interesting as you may have anticipated. There is a filing cabinet of letters, notes, booklets and newspaper cuttings to follow for someone with a spare lifetime to peruse and put into some form of archival order.
Sincerely,
John Robert
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