Consultation, transparency and participation
The Frequently Asked Questions (FAQ) section is a way of maintaining a rolling consensus that both provides feedback to the ongoing consultations and a record of themed questions and answers. The responses that appear are gathered from a couple of sessions at a time. Should you wish to contribute a question, please fill out a contact form.
Disclaimer: These FAQs are meant to serve merely as guidance and consequently have no legal merit. They can also be subject to amendments.
While the School Governance Steering Committee makes every effort to ensure that the material on this site is accurate and up-to-date, you should exercise your own independent skill and judgement before you rely on it. This site is not a substitute for independent professional advice and users should obtain any appropriate professional advice relevant to their particular circumstances.
The new governance arrangements will see schools owned by the Archdiocese, its parishes or associations of parishes in the Archdiocese of Melbourne transferred to a new company called Melbourne Archdiocese Catholic Schools Ltd (MACS), which will be responsible for the governance and operation of the schools.
All 293 schools owned by the Archdiocese, its parishes or associations of parishes as of 31 December 2020 will be directly affected by these arrangements. This includes 262 parish primary schools, 26 secondary colleges that belong to associations of parishes and five schools that belong to the Archdiocese.
Changes need to be made by 1 January 2021 to meet Victorian government eligibility conditions on school funding.
The changes follow the Australian Catholic Bishops Conference (ACBC) acceptance of Recommendation 16.6 from the Royal Commission into Institutional Responses to Child Sexual Abuse that: ‘The bishop of each Catholic Church diocese in Australia should ensure that parish priests are not the employers of principals and teachers in Catholic schools.’
The changes also align with the Victorian government requirement for organisations providing services to children to be appropriately insured and incorporated. This requirement is scheduled to take effect in funding agreements for Catholic schools from 1 January 2021.
A Steering Committee was established by the Archbishop of Melbourne in November 2019 to consider changes in governance. Following an extensive consultation process with various stakeholders in October and November 2019, the Steering Committee reviewed and identified a number of threshold issues, prepared four papers for discussion, consulted further in March 2020 and finalised a Position Paper containing 10 specific recommendations.
The recommendations can be accessed as a separate document or as part of the Position Paper, and were distributed to all parish priests, parish administrators, priests formally associated with secondary colleges established by parishes, and principals through an information pack.
The recommendations centre on the creation of a company limited by guarantee by 1 January 2021 to govern and operate the schools that currently are owned by parishes, associations of parishes or the Archdiocese, from which point they will be known as diocesan schools. This company will be established by the Archbishop of Melbourne and known as Melbourne Archdiocese Catholic Schools Ltd (MACS).
Other recommendations outline the structures and processes that will be needed to operationalise the establishment of the company.
The governance arrangements seek to:
• build a foundation for the future that ensures archdiocesan schools offer the best education possible and are places to encounter the living God who in Jesus Christ reveals his transforming love and truth
• ensure all 293 schools owned by parishes or the Archdiocese are operated from a consistent and system-wide approach to the educational and operational compliance aspects of schooling
• lessen the increasingly onerous compliance burden for an individual who is asked to be responsible for the growing breadth and complexity of legislation and regulation associated with school governance
• provide a real opportunity to revitalise current partnerships, review and update a variety of system policies and procedures, embrace efficiencies, and strengthen reporting and accountability measures
• respond to contemporary community expectations regarding transparency, accountability, consultation and participation in the governance of entities which provide services to children
• give further opportunities to maintain and strengthen ties between parish and school, as the parish priest and the parish continue to play a pivotal role in providing the environment and faith community in which the school’s Catholic mission and identity can be expressed as ‘a summons to revive our hope’.
The governance arrangements for the 39 schools in the Archdiocese of Melbourne that are owned by religious institutes (RIs) or ministerial public juridic persons (MPJPs) will not be impacted by the change process. Notwithstanding this fact, the Steering Committee is committed to engaging with RIs/MPJPs as the new governance model is developed to ensure that the partnerships and collaborative arrangements so central to the identity as a sector are preserved and assured in the new model.
Detailed discussions have taken place with the following government and regulatory bodies:
• Australian Charities and Not-for-profits Commission (ACNC)
• Australian Securities and Investments Commission (ASIC)
• Australian Taxation Office (ATO)
• Catholic Church Insurance Limited (CCI)
• Department of Education and Training (DET)
• Independent Education Union (IEU)
• National Catholic Education Commission (NCEC)
• Victorian Institute of Teaching (VIT)
• Victorian Registration and Qualifications Authority (VRQA).
Approximately 18% of annual operating funding for schools, the Victorian government component, would be lost and the school would need to account for this. This would either see a substantial rise in fees or a drop in services, including the number of teachers the school could employ, likely making the school unviable.
MACS is the acronym formed from the initials of the name of the new company being established to govern and manage all 293 schools owned by parishes, associations of parishes and the Archdiocese. The acronym ‘MACS’ stands for Melbourne Archdiocese Catholic Schools Ltd.
The company will be an incorporated not-for-profit company limited by guarantee (rather than limited by shares or ownership).
In short, the purpose of the company is ‘to advance education and religion through an effective pursuit of Catholic education by ownership and operation of MACS Catholic Schools’. The company will act in accordance with the beliefs, traditions, practices and canonical decrees of the Church and Church laws. The aims of MACS are available in the Statement of Mission that is part of the objects of the company in the MACS constitution.
The Statement of Mission in the MACS constitution specifically requires Catholic education to be ‘undertaken in the light of the Gospel [and] a co-responsible task led by every member of the Catholic school community’. The board will be held to account to this Statement of Mission.
The governance arrangements seek to provide a foundation for the future that ensures archdiocesan schools offer the best education possible and are places to encounter the living God who in Jesus Christ reveals his transforming love and truth. A fruitful sign of the success of the arrangements is the participation of students and families in the life, mission and work of the local faith community.
The leadership and support of the parish priest/canonical administrator are fundamental, and critical to ensure the school is faithful to its distinctive Catholic identity and spirituality.
MACS will take governance responsibility for the schools on 1 January 2021. The process of transition involves the parish signing the School Transition Agreement (STA) and the Right to Use Land and Buildings Agreement (RULBA) with MACS. Due to the large number of schools involved, the signing of the STA and RULBA will take place between October and December 2020. The effective date of the agreements will be 1 January 2021.
MACS will be responsible for the governance and operation of schools owned by parishes, associations of parishes and the Archdiocese. This includes responsibility for the finances and liabilities of the schools’ operations generally and will bear all obligations in respect of buildings, loans, maintenance and repairs (including replacement of buildings in the event of damage), payment of property taxes, levies, insurance premiums and any works of a capital nature. MACS and the parish will bear all responsibilities and obligations in respect of accepting capital funding from federal and/or state governments. School assets (other than land and buildings) and liabilities will be transferred to MACS in the STA. Examples of school assets include receivables, equipment, books, furniture, computers and portable buildings where relevant, while examples of liabilities include accounts payable, bank loans and employee liabilities.
The MACS constitution is the contract between the company and the member, and the company and each board director, with all involved agreeing to abide by the rules of the constitution, which creates checks and balances in those relationships. The constitution establishes a board of directors as a governing body of the company.
Yes. There will be a board appointed by the member: the Archbishop of Melbourne. As the governing body of MACS, the board will have fiduciary responsibility for strategic direction and oversight of the management of the company’s operations. The board of a not-for-profit company limited by guarantee is specifically charged with aligning all its activities to the company mission as defined in its constitution.
Directors of the board are entrusted by the member with the care of the company and must ensure its purposes are fulfilled. The Corporations Act 2001 (Cth) provides assurance to all stakeholders that the action of the board is aligned to the mission and the purpose of the company. This is clearly set out in the MACS Statement of Mission within the constitution.
The member, the Archbishop of Melbourne, will appoint the directors taking into account the range of skills needed for the board to govern effectively.
The member, the Archbishop of Melbourne, ‘owns’ the company. The member’s role is to set the company’s mission by prescribing its objects and to determine the company’s governance framework within parameters set by the Corporations Act.
Members in Church ministry companies are typically given reserve powers relating to certain decisions of the board in order to ensure that the board does not undertake anything contrary to the mission. Apart from appointing a board of directors and setting the governance responsibilities of the board, the member’s reserve powers are typically limited to such matters as ratifying the appointment of the board’s executive director, closing and opening new schools, and approving major capital works in schools.
No. A not‐for‐profit company limited by guarantee has a strategic board at its heart to take governance responsibility for Catholic schools. Each board director has responsibilities in fiduciary oversight and strategic planning, which ensure they must be guided by the purposes of the company. Board directors have legal responsibilities to govern so as to provide checks and balances in the oversight of the company that aid in mitigating the risk that a sole‐person governance model bears.
An apostolic administrator or diocesan administrator takes the place of the Archbishop of Melbourne in his role as member.
Following the Betrayal of Trust Parliamentary Inquiry, in 2014 Catholic Education Melbourne explored whether an existing corporate entity such as the CECV could be put forward as satisfactory for the purposes of receiving government school funding. This was rejected as a possibility due to the CECV not being a provider of services to children. For this same reason, it is understood that an archdiocesan corporate body such as the Roman Catholic Trusts Corporation for the Diocese of Melbourne (RCTC) would not meet the ‘provider of services to children’ requirement, and we anticipate that it may in any event not be able to be used given the restricted powers of the RCTC as a trustee body under its establishing 1906 Act of Parliament. Therefore, a new corporate entity is required to meet the new incorporation requirements.
A range of governance, canonical and risk management issues would arise from the creation of 293 separately incorporated entities to govern schools. The creation of a single company with appropriate delegations and authorities to preserve subsidiarity and a sense of local identity and mission was seen as being the best response to current requirements and needs. It was for this reason the Steering Committee recommended to the Archbishop of Melbourne a single company as the best of all options.
The suggestion to create 293 separately incorporated schools that would each be governed by separate governing bodies each reporting to the current owners – parish priests individually (for parish schools), a group of parish priests (for regional colleges) or the Archbishop (for archdiocesan schools) – would arguably meet the requirements of recommendation 26.1 of the Betrayal of Trust Parliamentary Inquiry that all non-government organisations that deliver services to children be incorporated, but would not reflect an acceptance of Recommendation 16.6 of the Royal Commission into Institutional Responses to Child Abuse.
A letter and information pack from Archbishop Comensoli to all parish priests, parish administrators and priests formally associated with secondary colleges established by parishes, was sent in September and outlines the next phase of the governance changes for schools owned by parishes in the Archdiocese and schools owned by the Archdiocese itself.
The next phase involves moving forward with the recommendations recently outlined in the Position Paper prepared by the School Governance Steering Committee, and includes the completion of the two key processes that together form the transition of governance arrangements for school:
i) the signing process of two agreements (STA & RULBA) between Melbourne Archdiocese Catholic Schools Ltd (MACS) and parishes and
ii) the Request for Information (RFI) process with the school.
The ownership of land and buildings does not and must not change as a result of the governance reform, meaning that the parish must retain ownership of property purchased by the parish. In isolated cases, land or portable buildings may have been purchased using school funds and the regulator will require these assets to be transferred into MACS.
Once the transfer is signed, MACS will bear all responsibilities and obligations in respect of:
• buildings, loans, maintenance and repairs, including replacement of buildings in the event of damage, payment of property taxes, levies, insurance premiums, lease hold agreements and any works of a capital nature.
• finances and liabilities of the school’s operations generally.
While parish priests have the canonical authority to authorise the transition of schools into MACS, parish administrators are only able to authorise such a transition on a time-limited basis. Under canon law a parish priest can make long-term decisions for a parish but an administrator cannot do so with the same degree of latitude or flexibility. The transition of schools in parishes under the jurisdiction of a parish administrator will therefore be undertaken with due regard to the canonical requirements that apply in that context.
The sole purpose of The Roman Catholic Trusts Corporation for the Diocese of Melbourne (RCTC) under its governing legislation is to hold property of the Church in the Archdiocese of Melbourne as trustee.
Under the proposed Right to Use Land and Buildings Agreement (RULBA) the trustee relationship operates to preserve the position of the parish priests as beneficial owners in the name of the relevant parishes while making land available for school use to MACS.
The parish priest is the beneficial owner of parish land on behalf of the parish. The Association of Canonical Administrators are the beneficial owners of the parish land associated with regional colleges on behalf of member parishes.
The RCTC is one of the parties in the RULBA denoted as the Owner, which reflects its legal ownership of the land made available for school use under the RULBA. In other words, RCTC is registered on the title for parish land that is the subject of the RULBA on behalf of the relevant parish as represented by the parish priest.
- RCTC cannot enter into the Right to Use Land and Buildings Agreement or exercise any power under it without the Parish Priest's agreement or otherwise on behalf of and to protect the position of the Parish Priest
- RCTC holds the land on trust for the Parish Priest representing the Parish
- The Parish is the beneficial owner of the land
- RCTC is a trustee, it acts for and on behalf of the beneficial owner
- All decision-making of RCTC that affect the beneficial ownership of the land must be made with the approval of the beneficial owner
- Wherever the Right to Use Land and Buildings agreement requires RCTC to do or approve something, it is doing it on behalf of the Parish Priest representing the Parish and therefore, RCTC needs to first obtain the approval from the Parish Priest
- This is especially the case with capital works approval, the Parish Priest must provide such approval, except for works below certain thresholds where MACS does not need to seek approval.