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RSL NSW president Mick Bainbridge,pictured at the Domain in July,is the subject of an internal complaint.Credit:Kate Geraghty

TheHerald can now reveal former RSL NSW chair Sophie Ray has filed an internal complaint against Bainbridge,alleging he engaged in bullying and threatening behaviour,did not declare conflicts of interest over his work at OLA and failed to act in the best interests of RSL NSW and its members,which Bainbridge also denies.

Ray stepped down as chair in June four months before her term was due to expire to neutralise tension on the board,at a time when its meetings often descended into shouting matches and there were multiple furious reply-all emails laden with barbed comments against fellow directors.

An external consultant hired to resolve the issues reported in May that the board’s ability to support veterans and their families would be significantly compromised without urgent change.

“This is because the dysfunction driven by entrenched factions,interpersonal conflicts,and indifference to the way behaviours impact fellow board members will continue to divert energy,time and focus away from ‘core business’,” the consultant found. No amount of personnel changes or strategic planning would result in a high-functioning board unless the cultural problems were addressed,he added.

But Ray alleged in a lengthy document delivered to the chief executive on July 30 that Bainbridge and James had not altered their behaviour since her resignation as chair,and they continued to bully other directors and were engaging in high-level discussions with the NSW government while refusing to disclose their plans to the board.

RSL NSW director Sophie Ray resigned from the chair four months before her term expired.Credit:Business News

The complaint,which has been seen by theHerald,alleged that high-profile positions adopted by Bainbridge – including moving a heavy metal concert on Anzac Day away from the Domain,the extension of the retail trading ban on Anzac Day,and his call for a disassociation with licensed clubs – were made without consultation with the board and did not necessarily reflect the views of members.

Her complaint also raised concerns that OLA was representing a veteran in litigation against RSL NSW’s charity arm,RSL LifeCare,while Bainbridge and James were involved in major discussions on the RSL NSW board about the remuneration of LifeCare directors,the reappointment of directors and what rights RSL NSW had with regard to LifeCare’s operations.

At the board’s annual strategy meeting on March 4,Bainbridge allegedly advocated for RSL NSW to sack the LifeCare board and take over the whole operation. A week later,a veteran who was suing LifeCare disclosed in a text message to a friend that “Mick’s team … have my case against RSL LifeCare”. The text message was obtained by Ray and attached to her complaint.

Bainbridge and James also repeatedly declined to declare to the board which sub-branches they represented in their capacity as lawyers,Ray alleged. Members had raised concerns that OLA had acted for sub-branches that were in conflict with NSW RSL about whether they were allowed to incorporate.

James allegedly told Ray a conflict only existed if OLA was acting in litigation for RSL NSW sub-branches or members,and no disclosure was necessary if they were providing legal advice about property transactions or incorporations.

He finally gave the list of sub-branches for which OLA was acting to another director in May.

OLA also advertises lobbying services,which RSL NSW directors were anxious might present a real or perceived conflict,particularly if their clients’ positions were at odds with positions taken by RSL NSW.

James declined to comment on whether OLA’s work for the veteran suing LifeCare overlapped with board discussions,saying it was inappropriate and unlawful to comment on client cases.

“We’re disappointed and totally disagree with the untrue and untested claims made against us,including those made under parliamentary privilege,” James said.

RSL NSW said in a statement it had processes in place to manage conflicts of interest for board members,including requiring directors to declare their conflicts of interest.

“Any discussions between members of the RSL NSW board are confidential,” the statement said.

“It appears that this confidentiality may not have been maintained,but we will not contribute to speculation,nor will we breach the confidentiality of the board. We would not be upholding our duty to the RSL NSW organisation if we were to release further information.

“Compliance and governance processes require structure,composure,delicacy and respect. While applying these tenets,we will not let this matter distract us from our core purpose.”

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