RSL NSW leadership embroiled in conflict of interest allegations and secret plan to takeover sub-branch assets

Serious allegations of conflict of interest and a secret plan to strip sub-branches of their assets have been made about RSL New South Wales.

An external investigation into the conduct of the RSL NSW President Mick Bainbridge and fellow board director Paul James, who run a legal firm together, alleges the pair breached the charity’s conflict of interest rules and defied its charter and code of conduct.

The investigation report also alleges this conduct may have amounted to a breach of professional legal obligations by the two men.

The confidential investigation and findings were the result of a year-long probe sparked by former RSL NSW Chair Sophie Ray, whose complaint alleged Mr Bainbridge and Mr James failed to disclose that they were representing a former volunteer of RSL LifeCare in proceedings against that charity.

RSL LifeCare is a sister charity to RSL NSW.

Speaking publicly for the first time Ms Ray told 7.30 the RSL NSW board had been making crucial decisions about the RSL LifeCare board appointments and directors’ remuneration, while Mr Bainbridge was even suggesting that RSL NSW should move to take over RSL LifeCare.

Ms Ray said she was “shocked” by her fellow directors’ conduct.

Former RSL NSW chair Sophie Ray says the conduct she witnessed was “unprecedented”. (ABC News)

“There is absolutely no way they should have been part of those [board] discussions … but at the time we didn’t know they were acting for [a client in a case against] RSL LifeCare,” she said.

“They’re essentially getting confidential information about our approach to this matter while they’re advising the other side.”

When Ms Ray pressed Mr Bainbridge and Mr James to declare their client in the board’s register of interests, she says Mr James threatened to sue her if she continued.

Paul James founded law firm Operational Legal Australia (OLA) with Mick Bainbridge. (Facebook)

In June, the confidential probe upheld two of her claims, alleging the pair’s actions did amount to a conflict of interest, and that as a result of this they “may have breached their professional obligations as lawyers”.

Subsequent legal advice provided to the NSW RSL Acting CEO advised that the RSL “may have a basis” to take disciplinary action against Mr Bainbridge and Mr James, including removal from the board as a result of the investigation’s conflict of interest findings.

“Unprecedented. I’ve never come across anything like this … in my professional life,” Ms Ray said about the alleged conflict of interest.

RSL NSW told 7.30 in a statement that the organisation is now reviewing its conflict of interest management practices, and engaging a work health and safety expert.

A joint meeting between the board and district presidents’ council will vote on October 9 on whether to dismiss Mr Bainbridge and Mr James.

Mr Bainbridge and Mr James pulled out of a scheduled interview with 7.30 to discuss the allegations. and did not respond to written questions.

However during a recent appearance before a parliamentary committee, Mr James responded to the conflict of interest allegations by saying his law firm imposed “information barriers” which are approved by the Law Society.

Mr Bainbridge recently said in a letter to RSL membership that he is confident in their support.

Lambie takes aim at pair

Mick Bainbridge served as a commando in Afghanistan. (Supplied: Mick Bainbridge)

As an ex-commando, Mr Bainbridge served in four tours of Afghanistan, earning respect on and off the battlefield.

After his discharge from the army he became a prominent advocate for veteran welfare.

In 2019 Mr Bainbridge and his long-time friend Paul James founded Operational Legal Australia (OLA), a law firm vowing to stand up for veterans.

Both men later joined the board of RSL NSW, while Mr Bainbridge was elected president.

Mick Bainbridge did four tours of Afghanistan. (Supplied: Mick Bainbridge)

His arrival in 2023 was seen as a fresh start for the RSL after a decade marred by scandal, including the 2017 Bergin Inquiry which uncovered fraud, embezzlement and rorting by former officials.

But within a year of their election, Mr Bainbridge and Mr James were making headlines.

In October 2024, Tasmanian Senator Jacqui Lambie used parliamentary privilege to accuse OLA of overcharging veterans and providing substandard services.

7.30 has since confirmed 12 complaints against OLA have been lodged with the Office of the Legal Services Commissioner (OLSC), raising similar allegations.

Senator Jacqui Lambie accused OLA of providing substandard services and overcharging veterans. (ABC News: Ian Cutmore)

The complaints allege unprofessional practices including duplicated charges, inflated billing and threats of legal action.

Last Friday, during a Senate inquiry into military advocacy, Senator Lambie disclosed she had also filed a complaint against OLA.

“The 50-page complaint plus two lever arch folders of statements and evidence included allegations of overcharging veterans and under-delivering legal services, bullying, harassment and intimidation of vulnerable veteran clients and conflicts of interest in veteran cases,” Senator Lambie said.

Mr James, who gave evidence at the inquiry, confirmed the 12 complaints against his law firm but denied any wrongdoing, saying neither the OLSC nor the Law Society had moved to suspend their practising certificates.

The secret takeover plan

Mick Bainbridge, pictured left, became president of NSW RSL in 2023. (Facebook)

Separately, Mr James drafted a parliamentary bill for a new central trust to take control of millions of dollars in sub-branch assets.

The draft bill would enact legal change to allow the takeover without the need for consent or consultation from the sub-branches.

North Bondi RSL is one of the sub-branches doing well financially. (ABC News: Jerry Rickard)

Across NSW there are more than 300 RSL sub-branches. While many struggle to stay afloat, others – including North Bondi – hold over 70 per cent of the NSW RSL’s property assets, worth tens of millions of dollars.

7.30 has learned there was a plan that was kept secret from members to take control of those assets by lobbying for a change of state legislation.

The plan was contained in a 15-page document titled “RSL NSW The Path to Financial Sustainability And The Real RSL”. It was authored by Mr James and tabled with the board in May.

The secret 15-page plan authored by Paul James. (ABC News: Jerry Rickard)

The confidential proposal included a draft bill, explanatory memorandum, a second reading speech for the bill and a media release, laying out the takeover plan.

The purpose of this, the document says, is “to advise the Board of RSL NSW on the ability of the NSW Government to introduce legislation to establish a statutory property trust for RSL NSW sub-branch property”.

One section states the legislation would ensure property is transferred “by force of law without the need for a conveyance, deed, or consent”.

In a subsequent email to fellow directors, Mr James claimed there was strong support for a takeover from various government officials and MPs, saying a state inquiry would view the reforms “in a positive light”.

RSL NSW told 7.30 in a statement that late last year it commissioned a review into its financial operating model showing there’s a need for reform, but it does not endorse Mr James’ proposal to centralise sub branches’ assets through the use of the ANZAC House Trust, and without members consultation.

Mr James did not respond to 7.30’s questions about his proposed draft bill.

Outrage from sub-branch bosses

RSL sub-branch bosses David Ingram from Windsor, Josh Farquhar from North Bondi, Nikhita Sahay from Combined Services, and Max Britton from Oatley. (ABC News: Shaun Kingma)

When 7.30 showed sub-branch officials the draft bill they were outraged.

Max Britton from the Oatley RSL sub-branch in Sydney’s south said he felt “duped”.

“I’m angry. This stuff is just wrong,” he said.

“Why is the member of the state RSL board drafting proposed legislation for the government? It’s not his role.”

Josh Farquhar, an executive on the board of the North Bondi RSL sub-branch, warned the threat was “existential”.

North Bondi RSL executive Josh Farquhar says the sub-branches know what their “local veteran community needs”. (ABC News: Jerry Rickard)

“The local sub-branches are the heart of local veteran communities,” Mr Farquhar said.

“They understand what their local veteran community needs.”

The treasurer of the Combined Services sub-branch Nikhita Sahay says she feared the consequences of such a move.

“We’ve got generations of future veterans that are going to be impacted by the collapse of the sub-branch networks,” she said.

Former RSL NSW chair Sophie Ray told 7.30 she has feared such a move since Mr James and Mr Bainbridge were first elected.

She recalled Mr Bainbridge suggesting in 2023 that sub-branch assets should be liquidated and transferred to ANZAC House to fund services for younger veterans.

Her allegations are contained in her complaint. Mr Bainbridge did not respond to Ms Ray’s claim.

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