Incorporation of Kinross Wolaroi School
Announcement of Incorporation
On 2 November 2020 the Uniting Church of Australia Synod of NSW and ACT announced that it wished to incorporate a number of NSW schools, including Kinross Wolaroi School, to realign governance structures with the modern realities of independent schooling.
From 1 January 2021, our School will be incorporated as Kinross Wolaroi School, 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 School Council will become the Board of the new entity that will be governed by a constitution.
Simultaneously, the School’s property assets will be moved into a second entity called Kinross Wolaroi School Property Limited. The Board of this company will be the same individuals on the School Board.
Other schools also incorporating are Knox Grammar School, MLC School, Pymble Ladies’ College and Ravenswood School for Girls.
Schools are sizeable organisations and need a structure which ensures limited liability, perpetual succession, ownership and control over property, the ability to enter contracts in their own right, and to benefit from the oversight of the Australian Securities & Investments Commission (ASIC) and the Australian Charities and Not-for-profits Commission (ACNC).
Under the current structure, which has not changed since the schools were formed, as early as the 1800s, the schools are not legal entities and their property is grouped with other Church assets in the Property Trust of the Church.
Over the past few years, the School 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.
Incorporation will enhance our relationship with the Uniting Church – we will continue to be a proud Uniting Church school and will continue to share the Church’s mission with two Church Ministers appointed to the new Board.
This new modern governance is in line with the majority of other independent schools across the country, and will safeguard the school for current and future students, families and staff.
Frequently Asked Questions
How is this different from what we have now?
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 the moment 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 the Church Property Trust.
What’s the difference between a Board member and a company member?
The current Council of the School will become the Board of the new school company – with all the legal responsibilities and liabilities of a corporate director. A company member is a ‘member’ of the company with voting rights at the AGM on matters such as amendments to the constitution and the members of the new School Company are three from the Uniting Church and three from the School Council.
Why do we need both Board members and company members?
It is a modern approach to governance and the structure for most independent schools. It also reflects a genuine partnership between School and Church.
But what if you disagree over something?
There is deliberately an even number of members because this model is built around collaboration and cooperation rather than a numbers game. If we disagree, we keep talking – it’s as simple as that.
Do we have more control over our property assets under the new structure?
At the moment, our assets are grouped with other Church assets in the Property Trust of the Church. Under the new structure, our assets would be isolated in our own 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.
Is this about the Royal Commission?
The Royal Commission recommended an incorporated structure to provide certainty for survivors 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.
Will this impact on 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. If anything, this will enhance that relationship for the benefit of the students and staff.
Will this impact on staffing levels or staff employment arrangements?
There will be no impact on staffing levels or employment arrangements as a result of incorporation. Staff will be asked to agree to the 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.
FAQ for Parents
Does this impact on my child’s enrolment, or any siblings or others on the waiting list?
No, this is simply a realignment of our governance structure. Enrolments and waiting lists are not impacted by incorporation.
Does this impact on my child’s scholarship?
Will this impact on school fees or subject choices?
No, this is a governance realignment not an operational change.
Does this mean the capital works program can be escalated?
No, this is a governance realignment not a change to the School’s operations – in fact, you will see no difference to the operational aspects of the School.
What about the money I donated to the School – is that affected?
No – donations and gifts to the School will come under the new School Company and remain the property of the school.
More information is available from the School's Business Manager, Mr Trevor Delbridge. Please direct your query to the School's main Reception phone or email in the first instance.