Transactional Parties

The Purchase of SCECGS Redlands , the Memorandum and Articles, the Constitution, the Future.

TRANSACTIONAL PARTIES. (1973 to 2019)

(Original notes, advice and comment; written by John HA Lang)

We were involved in a purchase transaction in April 1975, prior to the start of the year commencing 1976.01.01 after the business name was registered namely SCEGGS REDLANDS LIMITED, for settlement after six years (based on a need to record a registration of the new owner/ with the expectation of a new variance of student fluctuations) on 1981.01.01, between SCEGGS COUNCIL LIMITED (An Insolvent Company and a subsidiary Company of the Diocese of Sydney) and the new Company SCEGGS REDLANDS LIMITED.

This sale consisted of The REDLANDS SCHOOL ASSETS, consisting of the School premises, plus associated cottages previously added for future generational needs, the records of the past 93 years of service to the communities it served, including from the SCEGGS COUNCIL LTD (INSOVENT) the Anglican religious factors of the School Name of Redlands, the School Registration Data, the school Anthem, the School Motto, and any other factors of the Anglican School’s Community Life. Presumably in a propriety sale of lock, stock, and barrel, and with it the Blessing of the Diocese for its continuing life and service to the community. It was not invited to become a subsidiary of the Diocese, nor did it offer suggest such an offer.

It is interesting to learn now that another subsidiary company of the Diocese, namely SDS was registered in 1973. or possibly 1974 or 1975, to serve as an administrative company of the Diocese, but we the Trustees of the purchase out of liquidation did not learn about this new body, until I believe sometime past 1981. As it happened, we became aware of the Glebe Administrative Board during the investigation of the insolvent SCEGGS Corporation during 1973/ 1974/and 1975 and later in 1981/1982, when it was required to underwrite outstanding banking costs, LSL factors, Sundry Staff needs and possibly miscellaneous items GAB provided a payment to the bankers, and SCEGGS REDLANDS LIMITED signed a 10 year mortgage, with annual settlements to be made from 1982 / 1991 to GAB in return.

In 1975, our lawyers drafted a Constitution for the New SCEGGS REDLANDS LIMITED Company, stating its operational rules and regulations, for the business needs of the new corporation, and I am sure the SCEGGS Corporation, or the Diocese were furnished with same for it was not until 1982, that a second Constitution was redrafted, to add in new rules, which were not included in the 1975 Constitution. Coincidently once again the name of the SDS organisation was not mentioned – and we still were not aware of it or the new rules it was to administer for the Diocese. WHY was this ? I suspect because the rules being demanded in October 1979, were questionable. I need to add that I was not aware of some of those rules until 2019 at the EGM for introducing a new School name, a proposed new third Board recommended Constitution with the new demands of the Diocese, I was invited to address the Synod prior to 1979, and the invitation was about Redlands, but not about any rules or SDS. When Messrs Roberts and Lewarne and I attended the Synod Meeting the Archbishop indicated to me that we were present to discuss with whom the Diocese should seek to continue the Redlands School, the new Redlands Corporation or the Diocese Trust Schools System. I was mad about this matter, for we had already purchased to take the matter off the market in 1975, to help the Diocese by purchasing the school and its SCEGGS /DIOCESE DILEMMA, the very poor performance of the Diocese and the SCEGGS CORPORATION, over their would be Developer Program, at a time of high Interest Rates , with a program of unskilled project Managers and Administrators, over redeveloping Darlinghurst from 1967/1968. Again no sign of the SDS, The Diocese, or the would be managers and would be skilled developers in East Sydney. We left the meeting with heavy hearts, but I believed we had justified that we had provided the needed skills to get the Dilemma out of the Community for the Diocese.

The infamous meeting in October 1979, was ill conceived by the Diocese, not the SCEGGS Company (insolvent)/, but it did set the stage for an unhappy relationship between The Diocese and the new SCEGGS REDLANDS Company. IN 1982, I am now told the Constitution changed to the Constitution No 2 with its demands of the DIOCESE, and its now new voting provisions of the Diocese. More on this later. We now had a new perspective of the Diocese one sided control of the SCEGGS REDLANDS LIMITED with its 51% voting approval at AGM’s and EGM’s: then it stated we have not only “One” name on register of members – we have “Two” names on your register, the Diocese , and in post 1982 a second was added presumably now SVS. I was not in Australia for the famous October 1979 meeting. That meeting was led by my colleague the late John Roberts, and you only need to read his 30 plus pages to learn of the Diocese Drama and demands of their representatives present – they were lawyer Neil Cameron, a member of the SCEGGS CORPORATION (INSOLVENT)(NEWLY APPOINTED CHAIRMAN), and another DIOCESE member – possibly from the GAB.

If I were a lawyer, I would say that the demands of these three Committee Members, were suggesting that the terms of the simple sales purchase of 1975 were to be now introduced as new conditions of the 1975 purchase sale offer by SCEGGS REDLANDS LIMITED, when it was being paid for post 1991.

We come now to the crux of the matter: we do not wish to have the Diocese, the SCEGGS Council(Now Insolvent) or now SDS on our Register of SCEGGS REDLANDS LIMITED.. This indicates that we are not Independent in our Business management, or that we are owned partly by the Diocese, who allowed their subsidiary to become would be DEVELOPERS, and before you know it those professional company managers became insolvent. We did agree at the start of 1976 to have the Diocese nominate 4 Directors appointed to the SCEGGS REDLANDS LIMITED BOARD to oversee the Religious aspects of the school, and let it be said I did approach the Archbishop in 1998 to lessen those four members, for I believed our board only needed probably 8 members, of which 2 could be (not Should be) church nominees. Regretfully, I am still awaiting the courtesy of a reply.

My business experience – representing a USA Based Corporation, working world wide over 40 years, let my colleagues and I start up, from 1976 from no dollars to now be holding Assets of some $ 140 million from the past 44 years, This is no mean feat, yet the Diocese debacle of just 1966/1972 led us into insolvency, and it is this role, that it is time for us to roll back from the Constitution of 1982, to the basics of Constitution No 1 of 1975. It is further interesting to note that the Diocese allowed us to A) manage Redlands in trust for them in term No 4 1975, before Redlands took over to its own management in 1976, when we believed B) we now owned the school, even though we had to pay for it in the years ahead, and of course we just did that.

We surely need to revert back to TOTAL INDEPENDENCE – without the need of others – produce a new Constitution for the centuries ahead, and without the planned nuances the Diocese would like to have in the role of the New Business, the New School, and as a protective emblem of Success of this now leading Anglican School in Australia.

John HA Lang

OAM JP KStJ PHF

2020.06.04