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SCECGS Redlands and its CLG - The Company

Since 2012/13 non-government schools in Australia have been recognised as charities, complementing the earlier approach to ‘ownership’ and ‘governance’ under Corporations Act(s) and through legal entity status as Company Limited by Guarantee (CLG). In the period 1973 to 1980 and following SCECGS Redlands enjoyed recognised legal status in this latter way. The Constitution (Memorandum and Articles of Association) as at 2020 still reflects that status and in detail expands upon it.

The intention here is not to discuss this status but rather to ensure it is grasped that the decision to ‘rescue’ SCEGGS Redlands in 1975 to 1980 through establishing the company SCECGS Redlands Ltd (subsequently SCECGS Redland Limited), in itself is striking. Previously “Redlands” had been privately owned from 1911 and financed by members of the Roseby family, until sale to the Sydney Anglican Archdiocese in 1945/46. SCEGGS Redlands thereby became enfolded in the Anglican Schools in New South Wales, in particular as one of the schools managed by the then SCEGGS Council.

As the record shows and as this website contemplates, with the financial collapse of the SCEGGS Girls’ Schools in the 1970s the school had to be ‘rescued’ and then reconstructed. The chosen method was to establish a Company Limited by Guarantee, SCEGGS Redlands Ltd., to ‘own’ and ‘operate’ Redlands. The decision was striking because it was a decision centred on independence and complete self-responsibility. The Company has been registered since 23 January 1976. It was not the first school to follow the path. It realised however that the illusory and delusory comfort of joint management with other schools, was gone forever.

Briefly for information only the first statutory recognition of a company limited by guarantee was in the United Kingdom in 1862. Subsequently in Australia a CLG does not have any shares or shareholders (like the more common limited by shares structure) but is based on guarantors who agree to pay a set amount of money towards company debts. Who are the members of a company limited by guarantee? As members of a company limited by guarantee, the members collectively control the company, but they do not own it. A member does not own any shares in the company, so cannot buy or sell shares for profit. ( Based on Halsbury.)

The first Australian independent school to choose this legal foundation, to become unarguably self-reliant, is not clear. Cranbrook was registered as a Public Company Limited by Guarantee in 1918. Ascham at Edgecliffe took the same legal registration route in 1937. In 1968 Pittwater House Collaroy was similarly registered for the first time.

In recent decades this form of registration, of confirmed legal status now also recognised as charitable, has become commonplace. In 1976 it was the wise way ‘forward’.

For teachers in independent schools the platform for governance is usually not a focus of interest at all. Evolving from the first schools established after European settlement in 1788, with the Church of England in particular instrumental in establishing schools and influencing the character of education, church-based school establishments have predominated. As the current numbers show (below) schools overseen by or strongly influenced by churches comprise some 87% of all non-government NSW schools. Such was not the case in the 1970s, growth having been noteworthy since then, but the framework was similar. Hence there was then, and is now, a sharp distinction between non-government and government schools, in part a distinction between secular and religious.

However when SCECGS Redlands Ltd., was established and the endangered school purchased from the Sydney Anglican Diocese a different shading occurred. Independence was accepted as crucial but religious instruction, church example perhaps given suitable weight within the overall education offered. SCECGS Redlands, while not alone in this philosophy of education and the structure to encourage it, was nonetheless rare.

It was also seeking to be authentic. Anyone working as a teacher or administrator in schools, perhaps in education institutions widely, knows the ambivalence of each day. ‘Institutions’ offering ‘education’ have been seen often in the past as Mussolini perceived them:

"The Fascist State lays claim to rule in the economic field no less than in others; it makes its action felt throughout the length and breadth of the country by means of its corporate, social, and educational institutions, and all the political, economic, and spiritual forces of the nation, organised in their respective associations, circulate within the State." ~ Benito Mussolini, essay, 1932.

Abraham Lincoln (attributed) is said to have thought that “the philosophy of the school room in one generation will be the philosophy of government in the next.” Neither Mussolini nor Lincoln, widely apart in politics and philosophy, can erase the difficult notion that compliant schools and other education institutions, clients to other attendant external purposes, are not independent.


Storm Clouds Never Far Off: find the gate

Moreover schooling, teaching, the school day every day are at the very tipping point, the pivot of education and its value to the individual boy or girl.

Children come to adulthood often recall school days people – friends, teachers, activities, moments of absorbed learning – to the last days of their lives.





They recall and choose to apply ideas and insights of the school years. They may have learnt to reject propaganda. They recall the living experience given its qualities by teachers and fellow pupils. They do not recall in the same way buildings and monuments.

Authentic teaching and schooling include knowing calmly what being at the interface between past and present requires. Both require teaching by example. Both require altruism and pragmatism, along with the excitement active incremental knowledge gathering brings. In his article The Illusion of certainty, Rory Sutherland notes this:

Bees are still around because they are part deterministic and part probabilistic in their behaviour. They use their -evidence-based’ waggle-dance (exploiting what is already known) data-model up to a point but correct for the fact that that it is incomplete, temporary and weighted to the past. Institutionalised humans obtain a false sense of certainty by assuming that life is one big waggle-dance: that what is optimal in a one-off transaction in a certain present is also optimal at scale, in an uncertain, long-term future. Even insects have figured out this is dumb. Like Socrates, bees know how much they don’t know. (Spectator Australia 25 April 2020 p 49)

Knowing how much they do not know but working to know, to understand and to be ready.

To an admirable but prudent extent in the social, political and community context of those years and particularly in emerging from the chaos of others’ failure, SCECGS Redlands became independent. It was therefore able to speak honestly of independence, to encourage towards independence the thousands of children and young people who chose to attend the school, as long as governance, teaching and administration understood what had happened. In the period 1976 to 2003, in review here, they did. They performed. As results show.

In coming to work as Headmaster at SCECGS Redlands, it was essential to understand this, to grasp its impact. The first occasion of sharp illustration of the complete responsibility the Company and therefore Board of Directors had for the school was at the AGM in 1981. That AGM and subsequent years of information underlined how independence and therefore ‘final responsibility’ lay with the school as a whole. There was no deus ex machina style organisation to turn to for help or comfort in time of trouble. In all its elements and work SCECGS Redlands would rise or fall on its own merits. It rose.

In this way the character of independence was demonstrated, the virtues and opportunities immediately apparent. “The buck stops here” is always in equilibrium; Redlands 1973 to 2003 benefited from this realisation, from the gift of independence conferred by the action of the ‘Three Trustees' from the very early 1970s onwards, endorsed by many others over decades.

As at 2019 the proportions of non-government schools in NSW were: Catholic: 59.8%. Anglican: 3.2%.Protestant: 21.0%.Islamic: 2.6%. Secular: 13.1%. Other: 0.3%. Definitions and allegiances listed are ‘broad brush’, but among the one thousand ‘independent’ schools listed on relevant websites, and also the government schools the large majority owe allegiance to education and governance ‘powers’ outside their own gates.

SCECGS Redlands in the period in review here on this website, did not. ‘Independence’ was revealed time and again, often surprisingly, to mean exactly that. This website, reflecting upon the years 1973 to 2003, provides many examples.

From the mid 1970s, the small group of parents who kept SCEGGS Redlands and then SCECGS Redlands open and ‘on track’ themselves demonstrated independence. It was their finest guiding value, in partnership with courage.

As text in the various sections of the website avers, “Singleness of purpose agreed, followed by action daily without let or hindrance brought enhanced reputation, success and effective service back to the school community, SCECGS Redlands 1973 to 2003. Those years have much to teach now.”

And “That extraordinary, often brilliant story including time-line of the rescue and then reconstruction of SCEGGS Redlands to become co-educational SCECGS Redlands, can be read elsewhere on this web-site.”

And again, “The story is one of the lasting glories of Australian independent schools. The story has not been told publicly before. It centres on the unwavering support by adults given to each girl who continued to attend the school and to thousands of girls and boys to follow over many years. It captures the intrinsic relationship of school and families, each in support of the other.”

I commend the story, the education values propounded, the people and this website to your attention.

Peter J Cornish

May 2020.

Sydney NSW.

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