Winding Up of the Friends legacy in 2016

 

 

This chapter serves to provide a detailed and chronological record based according to researched original documents obtained by The Habitat Advocate of the handover of the Friends of Katoomba Falls Creek Valley Inc. entire 27-year archive record collection in trust to the Blue Mountains Historical Society.

During late 2016, after the untimely passing of the founder and leader of the Friends of Katoomba Falls Creek Valley Inc., Neil Stuart on 26th May of that year, the remaining active members of The Friends volunteer management came around to a decision that after 27 years of the organisation’s establishment, that it was considered timely and appropriate that the Friends would be formally wound up legally for good. 

Most organisations come and go over time, just like individuals.  It is a natural process in some respect:   creation, life, death.   Individuals do not live forever, nor do organisations, ultimately.  After all, 27 years comprises half an average adult lifetime, which had been dedicated by a core handful of active members in a local community involvement caring for a natural special valley. Nearly all members of the Friends were local residents in and around The Valley situated in ‘inner west’ Katoomba which over the years came under constant threat from various usurping sources.

A key reason also for considering winding up decision was that over recent years, the Friends had continually being ignored, cold-shoulder slighted and incessantly ostracised by Blue Mountains {city} Council concerning all matters raised by the Friends relating to concerns about negative impacts upon The Valley by various others, including by Council itself.   This was despite Council being the legal custodian of The Valley’s mostly community bushland.  It had only come to acquire most of The Valley from private property owners due to its continual rate rise imposts post-WWII becoming unaffordable and so resulting in many forced acquisitions for non-payment of rates.

Another key reason for The Friends considering winding up was that its activist ‘Working Group’ numbers had dwindled.  It was also becoming more difficult to obtain a quorum at the two-monthly meetings.  Attending that meeting held at the small community hall behind the Uniting Church in Katoomba were just five core members: Les, Rosemary, Neil, Ivan and Des.

The future of the Friends had been first mooted at a Friends members’ ordinary meeting back on 24th October 2008, as minuted by Les under General Business thus:

“Discussion on our future, we are still on the outer with council  and reduced to a small core group.  Threat of development could still dog us  in the future.  Do we disband or do we remain incorporated and meet say twice a year or more often as required?  Next meeting to discuss options and make a decision.  If we wind up what do we do with the money we have?”

 

“Never doubt that a small group of thoughtful committed (and organised) individuals can change the world.  In fact, it’s the only thing that ever has.”

~ American cultural anthropologist, Margaret Meade [1901-1978]

 

The Friends small core Working Group of thoughtful committed volunteer local resident members were indeed well organised by Neil, with due organisational support of mainly Des and Les over almost the entire 27 years of the Friends existence; that is just three thoughtful committed local resident members.  Over the years various members came and went as is natural in any grassroots volunteer organisation.  The Friends pervaded for nearly three decades largely due to Neil’s respectful conciliatory leadership style.  Only his untimely passing ended his enduring leadership.

This was in vast contrast to that of Blue Mountains {city} Council’s bureaucratic antagonists who came and went throughout the years.  Yet, all the while Katoomba Falls Creek Valley (aka The Gully) community land being situated within 500 metres of Council chambers, within eyesight. 

The Friends volunteer bushcare rehabilitation dedication throughout The Valley was led by long-time active members Les and Rosemary and their work continued.   This volunteer bushcare component group dubbed by Council as the Friends of Katoomba Falls Creek Valley Bushcare became the second oldest registered bushcare group in the Blue Mountains, working regularly and consistently in The Valley on a monthly basis (typically on a Saturday morning) from 1987 to 2016.  

 

The only longer standing bushcare group in the Blue Mountains has been the Glenbrook Lagoon Society since 1978.

The formal winding up of the Friends became a complicated process involving multiple legal and administrative tasks that again was new to the Friends, but as always, The Friends enquired about the proper processes and Des, as appointed Public Officer, duly and professionally executed the many winding up tasks and with timely communication exchange with the members, each consistent with the consultative spirit of how Neil ran The Friends fastidiously for 27 years of his adult life, with members’ support of course.

The winding up tasks were duly undertaken by Des, then Public Officer, with the support of Les, Rosemary, John, Ian, Colin and Ivan;  between August and December 2016 following Neil’s death on 26th May 2016 and his wake on 6th June of that year in Katoomba.  

These task included:

• Close consultation with the membership
• Learning about the proper processes required by first contacting the relevant government agencies such as NSW Fair Trading, the Australian Tax Office
• Donating the Friends street stall materials to a suitable home – books, music records and crockery, trestle tables and collectables (see image below)
• Finding a secure permanent repository for the Friends records collection
• Physically relocating those records to that suitable home
• Donating the Friends residual bank balance ($3657.11) to the suitable home organisation, as an attached good faith incentive to support the costs of storage of the records
• Formal special resolution decisions of winding up at a special meeting of members with a quorum (then reduced to just 5) , with each motion duly minuted and distributed to members
• Notifying the bank (Sydney Credit Union branch in Katoomba) to close two bank accounts accordingly (being an operating account and an investment account)
• Notifying the NSW Government’s Fair Trading department about voluntarily cancelling the registration of the Friends incorporated association status
• Notifying NSW Government’s Fair Trading department about the change of association address from Neil’s home to Des’ home 
• Notifying NSW department of Gaming and Racing regarding the cancelling the Friends charitable fundraising status 
• Notifying the Friends public liability insurance provider, GIO Insurance 
• Notifying the Tax Office accordingly
• Notifying the Australian Business Register accordingly

 

 

 

Once again, the Friends stepped up to such a new challenge, despite of course not having any experience in undertaking this ‘winding up’ process before.  Yet, Des to his credit as Public Officer of the Friends, executed all these tasks fastidiously with timely consultation with the active members.

This author recalls that, despite not being a current member but attending Neil’s palliative hospital bedside, then at the Wake held at Katoomba YHA’s conference room, that this was a period of melancholy and finality for all involved.   Yet it was also a time of reflection and celebration of a life that Neil had dedicated most of his adult life to community and the local environment and of the achievements of his founded activist group, the Friends of Katoomba Falls Creek Valley.  Neil had been a model consultative leader, unwavering in his passion and commitment to a nearby valued creek valley  and stalwart in leading locals committed to cared for it. 

  

Finding a Suitable Home for the Friends’ Records 

 

So, a priority part of the winding up process of the Friends (local resident group) was to first find a suitable permanent repository for the group’s considerable records collection of 27 years. 

Neil over the lifetime of the Friends had generously initiated, safely maintained and expanded over the years within his Katoomba home.    

The task of relocating the records collection became more important as Neil’s family estate needed to be properly dealt with.   It was also to ensure the records of the Friends could be properly stored as a single intact record collection securely, and situated within the Blue Mountains region to facilitate Blue Mountains public access for research purposes in perpetuity.  These were Neil’s expressed wishes to John (Friends’ member and Neil’s executor) by Neil before Neil passed away.

Steven, not having been a member of the Friends since late 2008, no less maintained contact on and off with various members, mainly Des, Les, Rosemary and Ivan .  In August 2016, Des discussed with Steven the idea of contacting a number of archival repository organisations about storing the Friends records in perpetuity and facilitating secure public access for future research purposes.   

Potential repositories considered were:

1. Blue Mountains Conservation Society, 7km east of Katoomba at nearby Wentworth Falls
2. Blue Mountains Historical Society, 8km east of Katoomba at nearby Wentworth Falls
3. Blue Mountains {city} Council’s Springwood Library, 30km east of Katoomba but still in the Blue Mountains
4. The Mitchell Library within the State Library of New South Wales, situated in inner Sydney some 100km east of Katoomba, so less accessible to Blue Mountains based researchers
5. National Library of Australia in Canberra, over 300km south of Katoomba and so quite inaccessible, but no less a last resort option.

 

The last two options were very distant, so not contacted.  The Mitchell Library, holding a sizeable archival repository of New South Wales heritage-listed records collections open to the public research, seemed to be a possible option, but was considered too distant to the Blue Mountains.   The Blue Mountains Conservation Society did not have room for the archive and had not express much interest in taking on the records collection.  Council’s Springwood Library similarly did not have the available space either, plus there was a perceived conflict of interest given that the Friends had continually fought Council about The Valley for nearly three decades.

The nearby local Katoomba Library (also part of Council) had not been considered, yet in hindsight this could have been ideal if taking on the archive had been accepted, yet noting again the perceived conflict of interest.  The Katoomba Library’s location lies within The Valley’s water catchment and indeed overlooks The Valley to the west. 

An even more ideal repository would have been in The Gully Cottage situated at 34 Gates Avenue in the heart of The Valley.    However, despite this cottage long being unoccupied during the lifetime of the Friends and coveted as a local community centre for The Valley by the Friends, it’s landlord again remained the Blue Mountains {city} Council.  During the lifetime of the Friends, Council ostracised the Friends’ notion, preferencing incoming Gundungurra-only tenants since The Gully became a NPWS-gazetted Aboriginal-only Place.

Steven had been a member of the Blue Mountains Historical Society (The Society) on and off since 2007, so he made contact with The Society’s then Vice President, (the now late) Stefan Indyka, and Stefan was receptive to the idea and very obliging.   The Society then had a reputation for enthusiastically welcoming taking on such Blue Mountains focused archival collections.  Its nearby location was consistent with Neil’s expressed wish before he passed that the Friends records be kept local in a secure place that would facilitate public research in perpetuity.

The Society seemed to have ticked all the wish-list boxes, so Steven put Des in touch with Stefan.  Four years hence, Steven would learn to regret entrusting The Society under a far less amicable management committee make up. 

On Sunday 18th September 2016, a special meeting of committee members of the Friends was held (2:30pm – 4:15pm) to decide to wind up the organisation.  Well ahead of this meeting, Des as Public Officer, had tried contacting all current members about the intended winding up of the Friends.   The meeting’s attendees comprised office bearers and Working Group members (the committee) of Des, Ian, Rosemary, Les and John (barely a quorum, set at five members in the Constitution).  Apologies were received in advance from Colin, Ivan and Carole.   

In previous times, the constitutional Rules of the Friends had back in 1994 stipulated a meeting quorum require a minimum of seven members – generally those on the committee.  Perhaps the membership by 2016 had reduced under thirty.   In the Friends’ heyday (early 1990s) membership numbers were well over a hundred as many local residents around The Valley united in protest against the invasive and noisy car racing around the Catalina Raceway in the northern Frank Walford Park section of the Valley.  The Friends led the campaign to end the motor racing and so had logically attracted many disaffected local residents to become members.

Now with the motor racing long banned, the winding up meeting took place nearly 27 years after the Friends had informally formed at a public meeting on Sunday 10th December 1989 in Neil’s large back shed (a former commercial laundry) in Waratah Street in Katoomba.   

The Friends later registered five years on as an incorporated association on Wednesday 27th July 1994 with New South Wales Corporate Affairs as Friends of Katoomba Falls Creek Valley Incorporated under the Associations Incorporation Act 1984.  This legislation required the Friends organisation to have a detailed constitution (rules of incorporation). 

Relevant to the winding up process, clause 32 of the Rules of Friends of Katoomba Falls Creek Valley Inc. (The Constitution) as amended 15th October 2006, prescribed:  

“(1)  Winding up of the organisation shall be by decision of the members at a general meeting of which due notice of the business has been given and in  accordance with the decision-making procedures of this constitution

(2) If there remains any property after the winding up  of the organisation, that property shall be given to an organisation with similar  objects and whose constitution prohibits the distribution of its property amongst its members and which has been chosen by the members of the organisation at the time of deciding to wind up.”

 

In addition clause 26 (Funds Management) prescribed:

“(1)   Subject to any resolution passed by the association in general meeting, the funds of the association shall be used in pursuance of the objects of the association in such manner as the committee determines.”

 

The following six resolution motions were moved at this special meeting to wind up the Friends and each motion was accepted unanimously.

1. “This meeting of the Friends of Katoomba Falls Creek Valley moves to formally wind up as per the rules of The Constitution.”

2. “That Public Officer Des be authorised to close the bank accounts.”

3. “That the meeting authorise Des to approach Blue Mountains Historical Society and John to approach Springwood Library and other public repositories with a view (to) obtain and maintain the archives of Neil Stuart and the Friends of Katoomba Falls Creek Valley.”

4. “That the Friends authorise Colin to remove a box of crockery and all other items be provided to local op shops.”

5. “The Friends would like to pay tribute to Neil Stuart for all his tireless work keeping the group going and keeping the archives and maintaining the spirit of the Friends.”

 

The very next day Monday 19th September 2016, Des as Public Officer of the Friends wrote a letter to The Society’s Vice President Stefan Indyka asking if The Society may be interested in acquiring the Friends records collection as an archive and duly provided a background summary about the Friends.  Des stated in his letter:

 

“The archive is an outstanding record of the environmental and settlement history of the Valley/Gully, Katoomba… ” 

 

Stefan in his subsequent report to The Society’s management committee (15th November 2016) reproduced below,  under the heading ‘Background’ provides more of what Des had outlined about the Friends  and the archive contents.

On 1st October 2016, Les as then Chairman and the meeting’s meeting minute taker, subsequently emailed all attendees the minutes with the resolutions.   This included former member, Steven, who at the time had maintained contact and who continued to communicate his ongoing interest in supporting the Friends winding up process in relation to helping to find a home for the Friends’ records collection.

Upon inspection of the records collection by Des at Neil’s home, it was realised that the quality and comprehensiveness of Neil’s record keeping on the Friends activities that he had long stored in a spare room at Neil’s home had been fastidious and exemplary.    The records collection amounted to the equivalent content of twenty standard archive boxes in volume.  It was mostly A4 paper documents kept in Lever Arch binders, but also comprised loose documents in various  folders, large maps and plans, plans of management, photos, CDs, audio tapes , ephemera.  More than thirty lever arch folders made up every two-monthly members’ ordinary meeting records over that 27-year timeframe.  See photos below taken by Stefan at Neil’s former home in Katoomba.  

 

 

Later re-sort analysis of the records by Steven and Des would reveal that three distinct sets of archival records were contained within Neil’s rather large records collection, comprising the following:

1. The Friends records concerning Katoomba Falls Creek Valley (The Valley)
2. Neil’s records of his other community interests, but unrelated to The Valley  (i.e. ‘non-Valley’)
3. Neil’s records of his prior membership involvement with Blue Mountains residents’ environmental activist group ‘C.O.R.E.’ (abbreviation for Coalition of Residents for the Environment)

 

It became apparent that Neil’s skills and leadership which he had brought to the Friends had benefited from his hands-on experience and active involvement with previous resident activist groups such as C.O.R.E. over the years prior.  Plus, Neil had been a teacher at TAFE in community welfare; holding two academic degrees from the University of Sydney.

 

Des as Public Officer of the Friends in early October 2016 made contact with The Society’s Vice President Stefan Indyka about donating the entire records collection of the Friends.  The term  “archive” was now being used in the communication exchanges.  This was natural given that the Friends were now in an inactive state even though the legal winding up process was still in train.  But in the minds of the active members of the Friends, it was steadily dawning that the activities of the Friends was over after 27 years and so their records were to therefore be deemed ‘archives’.  Philosophically, the recent dynamic present of the Friends was being cast into recent, now static history.

Steven also offered to facilitate the handover to The Society and to then present an overview of The Gully to The Society and to assist in the interpretation of the archival material to The Society and to researchers on an ongoing basis.   

At 2pm on Friday 11th November 2016, Stefan Indyka, along with a committee member of The Society and its Images Curator Ted Szafraniec, and member Peter Brownlee, met with the Friends’ Des and John at Neil’s former home in Katoomba in order to inspect and appraise the archive in order to decide whether or not to consider The Society should accept it as a gifted archival asset.   At the meeting,  Des and John helped explain the contents and its contextual background to Stefan and Ted. 

Also discussed between the four were that if The Society decided to acquire the archive, that certain conditions to respect the integrity of the archives contents were to be entrusted.   Stefan reassured Des and John that this would occur and that the entire archive would remain intact as one unit in perpetuity at The Society’s premises securely within the History Research Centre at Hobby’s Reach at 99 Blaxland Road in Wentworth Falls.   Also Stefan undertook that the Friends associated donated funds would be purposefully used by The Society to purchase to lockable steel cabinets to house the archive.

 

Archive Handover to The Society preceded the Winding Up of The Friends 

 

The timing of the following sequence of events is legally instructive.  All related documented records to this effect are securely held by The Habitat Advocate in The Gully Collection. 

The documents categorically verify that the archive handover agreement between the Friends of Katoomba Falls Creek Valley Inc. and the Blue Mountains Historical Society Inc. took place whilst the Friends were still legally a registered incorporated association and Des the legal Public Officer with due authority delegated to him by the Friends to negotiate the archive handover process and documentation – so between two legal entities, indeed between two incorporated associations.  

Promptly, in the days following the archival appraisal meeting at Neil’s former home, Stefan compiled a summary report of the archive for The Society’s management committee members, indicating that he was set to recommend that The Society formally accepts the archive in toto.   This was Stefan report dated 15th November 2016, is available for download and printing below,  given that the archive was acquired by The Society to be held as a publicly available record for research into this aspect of socio-environmental history of the Blue Mountains region [1988-2016].

This report by Stefan was comprehensive and detailed, providing a brief background about The Friends and their legacy of local volunteerism, observing the very good condition of the records, discussing and documenting the expressed conditions of the archival handover by the Friends to The Society and the comparatively large size of the records collection of which Stefan took  photos.

In Stefan’s report to The Society’s management, a few pertinent comments and quotes are warranted to be highlighted as follows:

1.  Page 1, para 2:  the Friends organisation was not wound up in September 2016, rather that date refers to a special meeting of the Friends committee which met on 18th September 2016 to decide to wind up the Friends.  Subsequent legal winding up arrangements were delegated to Des as Public Officer who progressed the agreed winding up arrangements.  He did so only after the new home had been secured for the Friends records.
2.  Page 2:  BMHS Sighting and Appraisal of the FKCV Archive:  “..it was the wish of Neil Stuart that the Archive be kept intact and stay locally“
3.  Page 2:  FKCV Assessment of the Archive:  Des and John “thought that BMHS would be the best location for the archive since it fulfils all the conditions for the Archive”  
4.  Page 2:  Conditions Associated with the FKCV Archive:  “Because John..was the executor of Neil Stuart’s estate the above requirements may end up being legal requirements“
5.  Page 2:  Conditions Associated with the FKCV Archive:  Item 5:  “Funding was available for the Archive (following the wounding-up (sic) of the FKCV approximately $3500 (Ed: the cheque was actually $3567.11)  was available to support the Archive and used as required“)
6. Page 3:  Conditions Associated with the FKCV Archive:  Item 8:  “Possibility of living members of the FKCV be available to help with the future accessioning and maintenance off the Archive“
7.  Page 3:  Conditions Associated with the FKCV Archive: Item 9:  “Access to FKCV members for further historic research of the area covered by the FKCV“
8.  Page 3:  “It was further noted that the donation (of the archive) came with promised substantial funding of around $3500  (Ed: the cheque was actually $3567.11) following the wounding (sic) up of the FKCV.  Although significant time and resources may be needed to service the Archive, access to former FKCV members and promised funds associated with the donation would go a long way in dealing with these issues.”

 

On Friday 18th November 2016, Stefan emailed Des (the Friends’ Public Officer) with a drafted detailed proposed recommendation by The Society and listed the agreed conditions of transfer of ownership of the archive as he and Ted had discussed with Des and John previously onsite at Neil’s former home on the 11th. 

These conditions listed by Stefan read thus:

1. “that the archive be named ‘The Neil Stuart Archive”
2. “the archive be kept together (duplicate material within the archive could be culled)”
3. “the archive be kept locally in the Blue Mountains region”
4. “the archive be accessible to researchers and the public” 
5. “the remaining funds of FKFC (approx. $3600) would also be provided to the Society to use as required relevant to the archive and its maintenance and storage.”
6. the archive be promoted among BM Historical Society members and the broader community.”

 

This is Stefan’s complete email to Des below.  

 

The discussions and relationship between the two parties proceeded smoothly and amicably through the entire handover process.   Des communicated the gist of this update information back to interested members of the Friends – Les, Rosemary and Ian; as well as to former member Steven who had continued to express his willingness to help facilitate and support the archival handover process at the time.

 

At The Society’s subsequent management committee meeting on Friday 25th November 2016, Stefan presented his report, which passed a resolution motion that The Society acquire the entire archive as a gift, and the resolution was accepted unanimously.  This page extract below shows The Society’s then management committee make up in 2016 at the time of the formal acceptance by The Society of the Friends’ archive. 

 

On the Blue Mountains Historical Society’s current website (June 2023), the members’ newsletter ‘Hobby’s Outreach‘ (above) is freely available to the public.  This means that the personal information of The Society’s management committee’s members shown on the newsletter is published in the public domain with no privacy concerns.  We simply replicate what is already publicly published.   

For instance, check The Society’s current public listing of its Hobby’s Outreach newsletters on its website thus:  ^https://bluemountainshistory.com/hobbys-outreach/

 

 

On 6th December 2016, Stefan formally confirmed to the Friends in his email to Des of The Society’s management committee’s formal acceptance of the archive, thus:

 

 

So this formal letter from The Society formed the key legal archival handover agreement between the Friends and The Society, and at this time the Friends remained a legally incorporated association. 

A followup generic Deed of Gift by The Society for the archive followed, but missed most of the agreed conditions.  It was just part of The Society’s standard documentary archival handover process, and Stefan had reassured Des at the time that the other correspondence including the stated conditions for the archive handover being entered into was all part of the mutual agreement between the two parties.

Des, had in the meantime made contact with the Friends external regulatory bodies in order to be fully informed and equipped ready to execute the necessary winding up cancellations – the closing the Friends two bank accounts, cancelling the insurance with GIO, de-registration with NSW department of Fair Trading , charity de-registration with NSW department of Gaming and Racing, notifying the Australian Tax Office, etc.

That same day, Des was happy to update remaining interested members of The Friends with his received news from the Society as follows: 

Key features in that email stemming from the meeting of the Friends members Des and John with The Society’s History Research Centre premises on 6th December 2016 are noted as follows:

• The physical transfer of the Friends archives was mutually scheduled to take place on 21st December 2016
• The repository location for the archive was to be situated within The Society’s History Research Centre in perpetuity
• The Friends remaining funds balance of $3657.11 was mutually scheduled to be donated to The Society on 21st December 2016
• The subsequent legal winding up of The Friends had at this time still not yet taken place, but would soon be proceeded with now that the future repository of the archive had been formally confirmed in writing by The Society.

 

It was the very next day, 7th December 2016, that Des promptly then initiated the formal voluntary winding up of The Friends in regards to the organisation’s registration as an incorporated association with the relevant government authority at the time, the New South Wales Government’s Department of Fair Trading, writing thus:

 

 

 

Thus thereon, all that remained for the archive handover to be effected was the physical transfer from Neil’s former home in Katoomba to The Society’s History Research Centre in Wentworth Falls.  The timing was mutually arrange between Des and Stefan to be on Wednesday 21st December 2016, albeit quite close to the Christmas holiday closure period.

Steven attended the physical archival handover and took the following photos for the record:

 

 

 

 

 

The Society after Christmas that year would later hand a receipt to The Friends for the cheque donation of $3657.11 on 14th January 2017 (copy below).

 

 

The last word on the winding up of the Friends is best told by Des’ email to longtime member Dianna J. on 25th March 2017 as follows:

 

 

Legally, the Friends Australian Business Number (ABN) was shown as still actively registered on 24th August 2017 on the Australian Taxation Office’s Australian Business Register:

 

>Next Chapter:  The Friends Archive: Chapter 3: The Archive Re-sort Project

 

>Back to Contents

 

Further Reading:

 

[1]   ‘Timelines‘, Bushcare Blue Mountains’, website  of the Blue Mountains {city} Council, ^https://www.bushcarebluemountains.org.au/bushcare-30-years-timeline/

 

[2]  ‘Neil Lewis Stuart‘,  Obituaries, The Sydney Morning Herald, ^https://tributes.smh.com.au/obituaries/73927/neil-stuart/