SCECGS Redlands Memorandum and Articles (1980) in review. Commentary by John HA Lang OAM.

The SCECGS Redlands Constitution.

Some commentaries about the Constitution which requires both current consideration, and mutual elimination, as the school moves on from its separation from the Diocese of Sydney. Regretfully there are some items in the Articles of Association which surely are impositions on the Corporate Body Operations and must be deleted. Remember the school purchased the entire assets of the school, and as such “ANY ITEM IN THE CONSTITUTION WHICH PLACES RESTRICTIONS ON THE SCHOOLS PLANNED DIRECTIONS, OR ITS CURRENT OPERATIONS - BOTH AS A BUSINESS - AS WELL - AS AN EDUCATIONAL INSTITUTION, OR IS AGAINST ITS COMMUNITY IMAGE” must only be managed by the choice of “THE OWNERS ”.

ITEM No 1 Purchase of the school.

Regretfully this part of the Parent Management offer, and its acceptance, was a long drawn out process. Why – Because of its complexity, and dare I say, there was no prior risk management plan, in the Diocese to solve the later problem(s), of their mismanagement. Secondly there was a need to hide the TRUE PROBLEM of the insolvency, from the SCEGGS Parents, as well as the Community at large.

The Redlands School body was not prepared for what they learned ahead of the public announcements, and subsequently within the mutual discussions of both themselves and the Diocese. Nevertheless, even with the limited data the Parent “Trustees” had, they kept asking how the Diocese could assist them, find supporting cash to run the school, as a separate Anglican School, whilst asking to buy the assets of the school, as well as the School’s Name, Crest, Motto, and Uniform (in toto) namely as Redlands Brand.,

It is interesting to observe that Redlands discussed this problem with the Darlinghurst Parents, whose attitude was “that Darlinghurst would never be sold out from under them”, and so were not prepared to enjoin themselves with the Redlands Parents, in either using a joint program, or either of the two sites towards a solution, Despite this at the first meeting of the Darlinghurst parents following our joint overtures, during the interim closure factors being announced, the first two nominees to be announced by Darlinghurst parents to save their school were - Messrs Lang and Roberts of Redlands, who were present in the meeting.

The reason for the above observations is to say, the only relationship between Redlands and Darlinghurst was as Parents with enrolled SCEGGS students on both campuses. There were no relationships between either school or with the Diocese. We both believed AT FIRST that our mutual problem was the malfeasance of the SCEGGS Treasurer, something we later found to be untrue, as the Scoundrel’s major borrowings were virtually petty cash sums of the monies allegedly stolen, compared to the SCEGGS Corporation Borrowings( with the Diocese’s approval) which had been made at very high interest rates for re-development of the Darlinghurst School. Secondly I need to state, that there never was any doubt about Redlands being continued as other than an Anglican School, because we emphasised in the purchase documents, as well as on our written offer to the Diocese, of the need to purchase not only the assets but supportive data on the school’s identity, with included the items - “Identifying the Redlands brand”.

These was also the factor of the Parent group, “managing under licence” SCEGGS Redlands Limited from Term # 4 in 1975 until 1976 (when we were trusted), on behalf of SCEGGS REDLANDS LIMITED, a segment of the SCEGGS Group of schools, a segment of the Diocese of Sydney, approved by the Diocese, prior to allowing the new corporate body of SCEGGS Redlands Limited to commence business at the start of 1976 without the later 1979 impediments.

ITEM No 2 Cottages (remaining adjacent to the School).

There were a number of cottages that we believed might be sold off, to provide refunds back to the Diocese, and, we were assured that would not happen, despite some of the cottages having been sold already in recent or previous years.

We were surprized shortly after our takeover of Redlands, when the North Sydney council contacted SCEGGS Redlands Ltd to discuss an application they had received concerning re-zoning of the cottages which had been listed in our purchased assets from the Diocese. I was later advised that Redlands response was that the assets were not for sale, despite the fact that we at SCEGGS Redlands Limited had not initiated the application sent to the North Sydney Council.

It will be known that not only were these cottages needed to cater for our educational needs, they were also needed to generate some income, to assist in meeting of our expense needs. In this issue I believe it is fair to also say that we later bought other cottages to assist meet the school’s growth expansion. Secondly our major funds paying off the school purchase needs to the Glebe Trust, were essentially available from our successful business management of the operations of the school between post 1982.

ITEM No 3 Unneeded Item in Constitution.

There is a special clause included in the Constitution which I believe I only discovered in October 2018, when I read the discussion notes of the Redlands and Diocesan negotiating meeting on the Contract of Sale items imposed in 1979 and reported by Redlands Directors during 1980/1 . This clause was I believe unknown to me during my term of office as Chairman of the board. The reason for this is that as a constant International Business Executive travelling more than 50% of my business life overseas, I was not available to attend the business consultation meeting of August 1979. Records of the meeting show that I was not a part of that final business meeting, in which the Diocese told our Directors, many years after our commencement of management of the school in 1975, that they insisted on having special “voting rights of 50% plus 1 vote” granted to the Diocese, entered into our Constitution. Had I been present, as an active business executive I would not have agreed that such a clause was unacceptable to us, etc, and perhaps today we might not be the OWNERS OF THIS SCHOOL, now. During mt term of 25 years as Chairman I can assure you I HAVE CONTINUSUALLY BREACHED THIS ITEM for a period up to 19 years, because I have only ever called for votes of the Board, the Corporation, or any Committee meetings, via or by a show of hands or by open voices. This standard procedure is consistent with normal voting practices of business across the Community, even if it is the standard Diocese practice from the obvious yesteryear processes of religious Institutions.

I need to say, I was affronted when the current Chair of the Corporation trotted out we needed to observe this process to confirm her appointment as Chairman at the 2018 AGM, just three days after the Board had voted her in to her new role as Acting Chair, and until the earlier third Chair returned as Chairman, probably in coming months.

WE were not voting her into office again - rather the Diocese was (if we used this process), and neither the Board nor other Corporate Members had the right to vote against her. I spoke vocally about her comment – but to no avail, as I was not aware of the this clause, and it took me many months to find a reference to the clause in a summary of Mr Roberts record of business transactions – of the impositions identified in the detail of items between the then attending School Directors and Diocesan Officers in August 1879 (all of 6 years after our call to assist the Diocese solve their dilemma with their own SCEGGS Operating Corporation .

I can only say this clause is intended to provide a NEGATIVE OPTION against any Business Transaction that our Corporate Directors may wish to undertake. IT IS A BUSINESS RESTRICTION that is being implied on the legitimate Directors and Corporation Members of SCEGGS REDLANDS LIMITED now known as SCECGS REDLANDS LIMITED.

I am not against the Chair for her statement. Rather it appears she does not have the experience to understand her voting should have been done by the Corporate Members of the SCECGS Company, and hopefully not by the Diocese controlling the Corporation.

ITEM No 4 Other Schools who have been influenced by Redlands.

The Darlinghurst (SCEGGS) School followed in its movement away from the bankrupted SCEGGS Corporation and was structured in a similar way to the Redlands Corporation. Please ascertain if we can obtain a (current) filed ASIC document to validate its Asset value.

Girton Grammar School in Bendigo Victoria went through a financial tragedy, and via a very confidential inquiry allegedly from Canon Kurlle of the King’s school, the Girton Parents contacted Redlands for help to restore their school. We did so, and it is a now a very successful country School. (At that time a teacher from Girton was the daughter of Canon Kurlle) Can we obtain from ASIC a current filed report of their Asset Value.

The following school is not in the mix of the Redlands assisted Schools, however, in 1975 it was discreetly sold to the King’s School for $ 105,000, without any traumas about their financial Operations. It was the Blue Mountains Grammar School. Whilst it was not a part of the tragedy of the SCEGGS Schools Group, it is interesting to observe that that its transfer of ownership (without any publicity) occurred about the same time as SCEGGS Redlands moved in to manage their school at the start of Term Four in 1975. Is it possible to obtain a statement of Assets as at 2018, or has the school been emerged into the assets of the King’s school?

ITEM No 5 Appointment of Principal.

The Board of Redlands were aware that the appointment of a Principal was the domain of the Diocese. We in Redlands had hired a gentleman from Brisbane Grammar School , and whose reputation was assured to me by the Deputy Chairman of that School. We later found that our new Head was not qualified to operate our School (K to 12). Secondly, we also later learned that he had left that school under a cloud, and he was then terminated from Redlands despite legal action, and was paid a final settlement of two years of salary.

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Accordingly, we then were then scheduled to interview some 4 candidates, one from Trinity in NSW, recommended to us by the Sydney Diocese, a second person (now a successful business manager- earlier a qualified teacher) who declined us after his interview. a third person who was from TAS (and previously from Shore), and a fourth person who became a no show at interview time..

After interviews the recommendation passed to the Board, by the interviewing panel was Mr Cornish., however, there was one objection, and after advice of our Corporate Secretary (a member of the Board and a Trustee) moved that if Mr Cornish was not suitable as Principal, that we should engage him as a General Manager of the School. This one exception was furious, but would not continue with his objection. Accordingly Mr Cornish was appointed and led the school most successfully for some 20 plus years, - which became a school of approximately 1700 students, the foundation of the new Snowy Mountains Grammar School, several pre-schools, the purchase of a neighbouring vacant government school nearby, the introduction of the I B into our educational system, plus eventually purchasing a tertiary College, useful for graduation of students who preferred that institution in preference to a University.

As Chairman I breached this Constitutional dictate by not following the rules - the rules were not as stated by the Diocese, and rules that could have seen us with a “servant of the business structure – rather than an Educationalist - generated in my term of office”. This appointment must have been known, yet until 2008 from 1981, I have never been challenged over this successful appointment. Despite this factor Mr Cornish was terminated, shortly after my retirement in the early 2000’s, by the second Chairman.

The choosing of the Head of this school should be the responsibility of the Corporate Owners.

ITEM No 6 Appointment of a Chaplain.

In the choice of a Chaplain, we received more than 6 applications, but interviewed only six of the applicants. At the interview, were 4 members of the Diocesan Board Members, the Principal, and myself as the Chairman of the Board. The interviews were conducted by the Principal, and after he had concluded those interviews, all Panel members were asked for comments and/or recommendations. I believe if I remember correctly, that each of the four Diocesan Directors, each had different applicant choices, so I suggested to Mr Cornish that he and I, should add our two votes, and so observe who might be the final choice. As it happened Mrs Corbett, Mr Cornish, and myself had all chosen the Rev David Angus. I asked the other Directors would they also accept Rev Angus, and they all agreed.

Thus I have once again breached another Diocesan clause in our constitution, but let me say David Angus was a very well liked operator in the school by parents and students alike, and co-incidentally I saw him also cleaning up the grounds of the school with the students, after school sessions I was extremely saddened to see David resign from the school after q wonderful career with Redlands.

I have never been challenged by this appointment, and once again this is another item which should be left to the Corporate Owners of the school.

ITEM No 7 GAMBLING

In 1975/1976 as a potential earning capability, Redlands introduced Adult Education, and one of the subjects chosen was “The Law of Probability”. I must say I was unaware of this course of studies and again I was aggrieved when a Bishop’s letter was sent to me about not promoting this subject within our Campus, on Gambling. I waited several weeks before replying and I enclosed a photocopy of a RAFFLE TICKET from the Darlinghurst School, which was obviously a fund Raiser for them, (I had purchased it) and it was obviously a gambling item, and he the Bishop was then a part of that School Board. My three page letter was not very gracious, His later verbal reply was “He was sorry I sent that letter”. Why am I reporting this is, because in our daily lives we find things that are quite different, sometimes “wrong activities” place us on different levels within our community, such as the complaints I am making today about the Diocese’s “implicit restrictions” in or on our business ethics.

We can move to exclude gambling or any other such practices (ie the practices of yesteryear as stated above) from our Organisations, but let us be sure that the items are not placed on only some Corporations around the community.

Similarly, I was verbally warned not to utilise certain churches in our Diocese, and if needed then use the following churches ??????.

SUMMARY

In Summary, Redlands school is now well into its second century, is a very powerful sized ASSET, is owned lock, stock and barrel, by the Parent Corporation thanks to Messrs Adams, Roberts, and Lang, for their determination of taking Redlands and other schools out of a quagmire of insolvency, and acting as both the Trustees/ Founders of the “new Family School of Redlands”. I need to include Messrs Cornish and Dunnet and perhaps even Mr Jones our second Chairman, for delivering to us this wonderful school, which is now in its 135th year. I have no apologies to make about my service to the Company Redlands because in my role I was separately serving the School’s Corporate Company need only, in my time frame. My life in the Diocese is a different matter and I can only say I hope the Diocese recognizes that. my business life was not inhibited, when I made myself isolated from the school requirements, because we as the Trustees, and Subscribing Directors, pledged ourselves to see our Redland’s Assignments fulfilled, Even now.

I believe we should see our third Chairman excluded from our Corporation, not because I believe he has caused any friction, rather, that his business vocational life is not appropriate to membership of the school Corporation.

Secondly I would like to see a Trustee’s Medal be designed, announced and be implemented for presentation to any student who does perform or do something extraordinary for the school’s promotion, outside of his/her Education life. This rather important activity should be a historical corner stone reminder, of the Trustees and the RE- Founders of the SCECGS REDLANDS SCHOOL.at work in 1973/5.

Finally I wish to see the constitutional matters of yesterday be deleted / withdrawn from our Articles of Association NOW and HEREAFTER, and that the current Board Members are enjoined in removing those items which suggest we have not technically removed ourselves from the business operations of the Diocese of Sydney .

John H Lang OAM

Founding Chairman.

2019.03.24