The origin of the School lies in a Crown grant in 1845 for the establishment of a school in Elizabeth and Castlereagh Streets in Sydney "to be used in connection with the United Church of England and Ireland". This became the St. James' School. The Government later resumed the School's land and passed the St. James' School Compensation Trust Act of 1886. This provided the funds for the foundation of a church school, in order to perpetuate the original Crown grant and its purpose.
The School's Charter provided for the erection of "A school of the highest type, including departments of education for all classes of the community, in which the teaching shall be throughout in accordance with the principles of the Church of England, and which shall be placed under the direction of a governing body of clergy and laity to be elected by the Synod, the Bishop of the Diocese being ex-officio President". The Act also provided that the compensation moneys should be paid to that Council, to be applied in the establishment and maintenance of the School. The School was founded with the resultant 31,164 pounds. The official opening took place on Saturday, 4 May 1889.
The School's Governing Council now consists of the Archbishop of Sydney and seventeen members, six clergymen and six laymen elected by the Sydney Diocesan Synod and five members elected by the Old Boys' Union of the School. The Archbishop is President of the Council.