1.Why do we need to do this?
The Uniting Church of Australia Synod of NSW and ACT wishes to incorporate a number of NSW schools, including ours, to realign our governance structures with the modern realities of independent schooling.
Under the current structure, which has not changed since the Church first formed schools in the late 1800s, schools are not legal entities and their property is grouped with other Church assets in a property trust controlled by the Church.
Over the past few years, the College Council has been working with other Uniting Church schools and the Church to find a better structure which matches changes in the law, governance standards, accountability, and the scale and scope of the schools.
Pymble is a sizeable organisation and needs a structure which ensures limited liability; perpetual succession; ownership and control over property; the ability to enter contracts in its own right; and to benefit from the oversight of ASIC (Australian Securities and Investments Commission) and the ACNC (Australian Charities and Not-for-profits Commission).
2.What are we changing to?
From 1 January 2021, we will be incorporated as Pymble Ladies’ College, which will not change the way we are known to the community, our staffing levels or the focus of our teaching and learning. Our current College Council will become the Board of the new entity that will be governed by a constitution.
Simultaneously, our property assets will be moved into a second entity called Pymble Ladies’ College Property Limited. The Board of this company will be the same individuals on the College Council Board. The Member of this second entity will be UCA Property Trust.
Incorporation will enhance our relationship with the Uniting Church in Australia – we will continue to be a proud Uniting Church school and will continue to share the Church’s mission with up to two Uniting Church Ministers welcomed to our Board.
3.How is that different from what we have?
We will be recognised at law (which we are currently not), which means we will have limited liability; perpetual succession; greater connectedness with our own property; and will be able to enter into contracts in our own right. We will also benefit from the oversight of ASIC and the ACNC.
At present, we are an entity created by the Synod of the Church – we have no legal standing and our assets are grouped with other Church assets in a property trust which we do not control.
4.What’s the difference between a Council Member and a Member?
The current College Council Members will become the Board of directors of the new School Company – with all the legal responsibilities and liabilities of a director. A company Member is equivalent to a shareholder and is a ‘Member’ of the company with voting rights at the AGM.
5.Who are the Company’s Members?
There will be six Members of the new School Company – three from the Church and three from the College Council. The three College Council Members will be the Chair, the Deputy Chair and the Audit, Risk and Finance Committee Chair.
6.Why do we need Members from both areas e.g. the Church and the College Council?
It is a modern approach to governance and the structure for most independent schools. It also reflects a genuine partnership between School and Church.
7.But what if you disagree over something?
The School Company is deliberately made up of an even number of members because this model is built around collaboration and co-operation rather than a numbers game. If we disagree, we keep talking – it’s as simple as that. However, if the School Company cannot come to an agreement, a mechanism is in place to resolve any stalemates between the members by way of the appointment of a mediator.
8.Do we have more control over our property assets under the new structure?
At present, our assets are grouped with other Church assets in a property trust controlled by the Church. Under the new structure, our assets would be held in a company for the benefit of our school only. They would not be subject to any potential liabilities elsewhere in the Church as they currently are.
9.Is this about the Royal Commission?
The Royal Commission did recommend an incorporated structure to provide certainty for survivors looking to take legal action, but this is about more than that. The size and scope of modern schooling means we need to be a recognised legal entity, to be able to enter contracts in our own right, and to have ownership and control over our own property.
10.Will this impact our relationship with the Uniting Church?
We will remain a proud Uniting Church school and will work in partnership with the Church to advance our shared mission.
11.Will this impact staffing levels or staff employment arrangements?
Incorporation will have no impact on staffing levels or employment arrangements. Staff will be asked to agree to transfer their employment to the new entity and this will be facilitated by the school. Salaries and entitlements will remain the same and all accrued benefits such as long service leave will be uninterrupted. This has been discussed with staff at the Teams meeting on 2 November 2020.
12.Does this impact my daughter’s enrolment, or any siblings or others on the waiting list?
No, this is simply a realignment of our governance structure. Enrolments will continue as they are; there is also no impact on waiting lists.
13.Does this impact my daughter’s scholarship?
No.
14.Will this impact school fees or subject choices?
No, this is a governance realignment, not an operational change.
15.Does this mean the capital works program can be escalated?
No, this is a governance realignment and has no impact on the school’s operations.
16.What about the money I donated to the school or the alumni association – is that affected?
No, donations and gifts to the school will be received by the newly incorporated school entity Company.
Donations and gifts to the alumni will remain the property of the alumni.