The Act creates Macquarie University as a corporate body governed by a Council and constituent members, charges it with promoting scholarship and academic excellence, and expressly permits commercial activities and investment to generate revenue for those purposes.
It gives the Council broad managerial, commercial and property powers but requires by‑laws, Guidelines, reporting, audits and conflict‑of‑interest disclosures; the Minister and Governor retain specified appointment and approval roles. This affects Council members, staff, students, external partners and State oversight bodies.
Mechanically, the Macquarie University Act 1989, as reproduced in the supplied text, constitutes the legal vehicle that establishes Macquarie University as a body corporate, sets out its object and operative functions, creates and configures its governing authority (the Council), prescribes the composition, tenure and procedure of that Council, and allocates powers over property, financial arrangements, commercial activity, delegations and governance duties. The Act creates subsidiary structures and rule-making powers (by-laws and rules), establishes duties for Council members, and creates reporting and oversight pathways to the Minister, the Auditor‑General and the Ombudsman. Key procedural and administrative mechanisms include prescription of by-laws subject to Governor approval (s 28(1)-(2)), rule‑making delegated to authorities and officers but constrained in some election matters (s 29(1)-(1C)), and a Register and Guidelines regime for University commercial activities (ss 21A-21C).
The Act states the University’s object in positive terms: to promote scholarship, research, free inquiry, interaction of research and teaching, and academic excellence, within the limits of the University’s resources (s 6(1)). The Council is the University’s governing authority with express managerial, strategic and oversight functions (s 8A(2); s 16(1A)-(1B)). The Act gives the Council specific powers to run education and research functions (s 16(1)(a)-(c)), to obtain financial accommodation and invest funds (s 16(1)(d)-(e)), to participate in partnerships and controlled entities (s 16(1)(f)), to establish branches and make loans and grants and impose fees (s 16(1)(h)-(j)), and to carry out commercial functions including exploitation of University intellectual property and resources (s 6(3)(a)-(a1)). The Act places limits and procedural safeguards on some uses of University property: the Council must obtain Ministerial approval to sell, mortgage, charge or lease “relevant land” (land acquired from the State at nominal or less than market value) except in specified lease cases (s 18(3)-(5)).
Current sections
Direct links to the current provisions in Macquarie University Act 1989.
(1) This Act (section 32 (2) and (3) excepted) commences on a day or days to be appointed by proclamation.
(2) The provisions of section 32 (2) and (3) commence on the date of assent to this Act.
3
Definitions
3 Definitions
3 Definitions
(1) In this Act—
commercial functions of the University means the commercial functions described in section 6 (3) (a).
Council means the Council of the University.
University means the Macquarie University established by this Act.
Note—
The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.
(2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded—
(a) by the University,
(b) by or on behalf of any former institution that has, pursuant to this Act or to the Higher Education (Amalgamation) Act 1989 or otherwise, become a part of the University, or
(c) by any predecessor of any such institution.
(3) In this Act—
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
s 3: Am 2001 No 101, Sch 2 [1]; 2004 No 115, Sch 2 [1].
Part 2
Constitution and functions of the University
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
4
Establishment of University
4 Establishment of University
4 Establishment of University
A University, consisting of—
(a) a Council,
(b) Convocation,
(c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(d) the graduates and students of the University,
is established by this Act.
5
Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the Macquarie University.
6
Object and functions of University
6 Object and functions of University
6 Object and functions of University
(1) The object of the University is the promotion, within the limits of the University’s resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence.
(2) The University has the following principal functions for the promotion of its object—
(a) the provision of facilities for education and research of university standard,
(b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry,
(c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community,
(d) the participation in public discourse,
(e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards,
(f) the provision of teaching and learning that engage with advanced knowledge and inquiry,
(g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University’s academic programs.
(3) The University has other functions as follows—
(a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University’s benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others,
(a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions,
(b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community,
(c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University,
(d) the University has such other functions as are conferred or imposed on it by or under this or any other Act.
(4) The functions of the University may be exercised within or outside the State, including outside Australia.
s 6: Subst 2001 No 101, Sch 2 [2]. Am 2014 No 43, Sch 1.2 [1].
7
Facilities for students, staff and others
7 Facilities for students, staff and others
7 Facilities for students, staff and others
The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable.
s 7: Subst 2001 No 101, Sch 2 [3].
Part 3
The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Division 1
The Council
Division 1 The Council
Division 1 The Council
pt 3, div 1, hdg: Ins 2012 (582), Sch 1 [1].
8
Definitions
8 Definitions
8 Definitions
In this Division—
appointed member means a Council appointed member or a Ministerially appointed member.
categories of members—see section 8B (3).
constitution rules—see section 8B (4).
Council appointed member—see section 8F.
elected member—see section 8D.
external person means a person other than a member of the academic or non-academic staff of the University or an undergraduate or graduate student of the University.
graduate member—see section 8E.
Ministerially appointed member—see section 8G.
official member—see section 8H.
s 8: Subst 2012 (582), Sch 1 [1].
8A
The Council
8A The Council
8A The Council
(1) There is to be a Council of the University.
(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.
(3) Schedule 1 has effect in relation to the members and procedure of the Council.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8B
Size of Council
8B Size of Council
8B Size of Council
(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.
(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).
(3) The Council is to include the following categories of members—
(a) official members,
(b) elected members,
(c) Council appointed members,
(d) Ministerially appointed members.
(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).
(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.
(6) The majority of the total number of members must be external persons.
Note—
Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).
(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.
(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8C
Qualifications and experience of members
8C Qualifications and experience of members
8C Qualifications and experience of members
(1) Of the members of the Council—
(a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
(b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).
(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8D
Elected staff and student members
8D Elected staff and student members
8D Elected staff and student members
(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members—
(a) elected (academic staff) members,
(b) elected (non-academic staff) members,
(c) elected (student) members.
Note—
There may also be elected (graduate) members if the constitution rules so provide—see section 8E.
(2) Of the members elected under this section—
(a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
(b) at least one must be a member of the non-academic staff of the University elected by members of the non-academic staff, and
(c) at least one must be a student of the University who—
(i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or non-academic staff of the University, and
(ii) is elected by the students of the University.
(3) The members referred to in subsection (2) (a)–(c) are—
(a) to have such qualifications as may be prescribed by the by-laws, and
(b) to be elected in the manner prescribed by the by-laws.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8E
Graduate members
8E Graduate members
8E Graduate members
(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.
(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways—
(a) by election as elected (graduate) members in the manner prescribed by the by-laws,
(b) by appointment by the Council under section 8F,
(c) by appointment by the Minister under section 8G.
(3) A rule providing for the appointment of a member by the Minister under section 8G may be made only with the approval of the Minister.
(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8F
Council appointed members
8F Council appointed members
8F Council appointed members
(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.
(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8G
Ministerially appointed members
8G Ministerially appointed members
8G Ministerially appointed members
(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.
(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.
(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8H
Official members
8H Official members
8H Official members
The official members of the Council are the following—
(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of presiding member of the Academic Senate (if the person is not the Vice-Chancellor) or of deputy presiding member of the Academic Senate (if the presiding member is the Vice-Chancellor).
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
9
Term of office
9 Term of office
9 Term of office
(1) Subject to this Act, a member of the Council holds office as follows—
(a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
(b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member’s instrument of appointment,
(c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
(d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.
(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account—
(a) by the Council, when making the by-laws required under this section, and
(b) by the Minister and the Council, when appointing members to the Council.
(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).
s 9: Subst 2004 No 115, Sch 2 [2]. Am 2005 No 98, Sch 2.38. Subst 2012 (582), Sch 1 [1].
Division 2
Other officers and bodies
Division 2 Other officers and bodies
Division 2 Other officers and bodies
pt 3, div 2, hdg: Ins 2012 (582), Sch 1 [1].
10
Chancellor
10 Chancellor
10 Chancellor
(1) Whenever a vacancy in the office of Chancellor occurs, the Council must elect a person (whether or not a member of the Council) to be Chancellor of the University.
(2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor or ceases to be a member of the Council, holds office for such period (not exceeding 4 years), and on such conditions, as may be prescribed by the by-laws.
(3) The Chancellor has the functions conferred or imposed on the Chancellor by or under this or any other Act.
s 10: Am 2011 No 51, Sch 3.2 [1].
11
Deputy Chancellor
11 Deputy Chancellor
11 Deputy Chancellor
(1) Whenever a vacancy in the office of Deputy Chancellor occurs, the Council must elect one of its members to be Deputy Chancellor of the University.
(2) The Deputy Chancellor, unless he or she sooner resigns or is removed from office as Deputy Chancellor or ceases to be a member of the Council, holds office for 2 years from the date of election and on such conditions as may be prescribed by the by-laws.
(3) In the absence of the Chancellor, or during a vacancy in the office of Chancellor or during the inability of the Chancellor to act, the Deputy Chancellor has all the functions of the Chancellor.
s 11: Am 2011 No 51, Sch 3.2 [2].
11A
Removal from office of Chancellor or Deputy Chancellor
11A Removal from office of Chancellor or Deputy Chancellor
11A Removal from office of Chancellor or Deputy Chancellor
(1) The Council may remove the Chancellor or Deputy Chancellor from office by a no confidence motion passed in accordance with this section if it considers it in the best interests of the University to do so.
(2) The removal from office may be effected only if the no confidence motion is supported by at least a two-thirds majority of the total number of members for the time being of the Council at two consecutive ordinary meetings of the Council.
(3) The Chancellor or Deputy Chancellor may be removed from office under this section despite section 21G (6) and without the need to establish any breach of duty.
(4) This section applies to the Chancellor and Deputy Chancellor holding office on the commencement of this section and all subsequent holders of those offices.
s 11A: Ins 2011 No 51, Sch 3.2 [3].
12
Vice-Chancellor
12 Vice-Chancellor
12 Vice-Chancellor
(1) Whenever a vacancy in the office of Vice-Chancellor occurs, the Council must appoint a person (whether or not a member of the Council) to be Vice-Chancellor of the University.
(2) The Vice-Chancellor holds office for such period, and on such conditions, as the Council determines.
(3) The Vice-Chancellor is the principal executive officer of the University and has the functions conferred or imposed on the Vice-Chancellor by or under this or any other Act.
13
Visitor
13 Visitor
13 Visitor
(1) The Governor is the Visitor of the University but has ceremonial functions only.
(2) Accordingly, the Visitor has no functions or jurisdiction with respect to the resolution of disputes or any other matter concerning the affairs of the University (other than a matter involving the exercise of ceremonial functions only).
s 13: Subst 1994 No 16, Sch 1.
14
Convocation
14 Convocation
14 Convocation
(1) Convocation consists of—
(a) the members and past members of the Council,
(b) the graduates of the University,
(c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(d) such graduates of other universities, or other persons, as are, in accordance with the by-laws, admitted as members of Convocation.
(2) Subject to the by-laws, meetings of Convocation are to be convened and the business at the meetings is to be as determined by Convocation.
(3) A quorum at any meeting of Convocation is to be such number of members as may be prescribed by the by-laws.
(4) Convocation has such functions as may be prescribed by the by-laws.
(5) The Council may establish a Standing Committee and such other committees of Convocation as it considers necessary.
15
Academic Senate
15 Academic Senate
15 Academic Senate
(1) There is to be an Academic Senate of the University, consisting of—
(a) the Vice-Chancellor, and
(b) such other persons as the Council may, in accordance with the by-laws, determine.
(2) Subject to subsection (1), the constitution and functions of the Academic Senate are to be as prescribed by the by-laws.
Part 4
Functions of Council
Part 4 Functions of Council
Part 4 Functions of Council
16
Functions of Council
16 Functions of Council
16 Functions of Council
(1A) The Council—
(a) acts for and on behalf of the University in the exercise of the University’s functions, and
(b) has the control and management of the affairs and concerns of the University, and
(c) may act in all matters concerning the University in such manner as appears to the Council to be best calculated to promote the object and interests of the University.
(1B) Without limiting the functions of the Council under subsection (1A), the Council is, in controlling and managing the affairs and concerns of the University—
(a) to monitor the performance of the Vice-Chancellor, and
(b) to oversee the University’s performance, and
(c) to oversee the academic activities of the University, and
(d) to approve the University’s mission, strategic direction, annual budget and business plan, and
(e) to oversee risk management and risk assessment across the University (including, if necessary, taking reasonable steps to obtain independent audit reports of entities in which the University has an interest but which it does not control or with which it has entered into a joint venture), and
(e1) without limiting paragraph (e), to enter into or participate in arrangements or transactions, or combinations of arrangements or transactions, to effect financial adjustments for the management of financial risks, and
(f) to approve and monitor systems of control and accountability for the University (including in relation to controlled entities within the meaning of section 16A), and
(g) to approve significant University commercial activities (within the meaning of section 21A), and
(h) to establish policies and procedural principles for the University consistent with legal requirements and community expectations, and
(i) to ensure that the University’s grievance procedures, and information concerning any rights of appeal or review conferred by or under any Act, are published in a form that is readily accessible to the public, and
(j) to regularly review its own performance (in light of its functions and obligations imposed by or under this or any other Act), and
(k) to adopt a statement of its primary responsibilities, and
(l) to make available for members of the Council a program of induction and of development relevant to their role as such a member.
(1) Without limiting the functions of the Council under subsection (1A), the Council may, for and on behalf of the University in the exercise of the University’s functions—
(a) provide such courses, and confer such degrees and award such diplomas and other certificates, as it thinks fit,
(b) appoint and terminate the appointment of academic and other staff of the University,
(c) (Repealed)
(d) obtain financial accommodation (including, without limitation, by the borrowing or raising of money) and do all things necessary or convenient to be done in connection with obtaining financial accommodation,
(e) invest any funds belonging to or vested in the University,
(f) promote, establish or participate in (whether by means of debt, equity, contribution of assets or by other means) partnerships, trusts, companies and other incorporated bodies, or joint ventures (whether or not incorporated),
(g) (Repealed)
(h) establish and maintain branches and colleges of the University, within the University and elsewhere,
(i) make loans and grants to students, and
(j) impose fees, charges and fines.
(2) The functions of the Council under this section are to be exercised subject to the by-laws.
(3) Schedule 2 has effect in relation to the investment of funds by the Council.
Note—
Division 7.3 of the Government Sector Finance Act 2018 regulates the provision of annual reporting information to Parliament by the Council and requires the Council to report on the University’s operations.
s 16: Am 1996 No 24, Sch 1; 2001 No 101, Sch 2 [4]–[11]; 2004 No 115, Sch 2 [3]; 2014 No 43, Sch 1.2 [2]; 2017 No 22, Sch 1.12 [1] [2]; 2018 No 70, Sch 4.65[1].
s 16, note: Ins 2004 No 115, Sch 2 [4].
16A
Controlled entities
16A Controlled entities
16A Controlled entities
(1) The Council must ensure that a controlled entity does not exercise any function or engage in any activity that the University is not authorised by or under this Act to exercise or engage in, except to the extent that the Council is permitted to do so by the Minister under this section.
(2) The Minister may, by order in writing, permit the Council to authorise a controlled entity to exercise a function or engage in an activity of the kind referred to in subsection (1). Permission may be given in respect of a specified function or activity or functions or activities of a specified class.
(3) The Governor may make regulations providing that subsection (1) does not apply to functions or activities of a specified class.
(4) Nothing in the preceding subsections confers power on a controlled entity to engage in any activity.
(5) Nothing in the preceding subsections affects any obligations imposed on a controlled entity by or under any Act or law, other than an obligation imposed on the controlled entity by the Council at its discretion.
(5A) The Council is, as far as is reasonably practicable, to ensure—
(a) that the governing bodies of controlled entities—
(i) possess the expertise and experience necessary to provide proper stewardship and control, and
(ii) comprise, where possible, at least some members who are not members of the Council or members of staff, or students, of the University, and
(iii) adopt and evaluate their own governance principles, and
(iv) document, and keep updated, a corporate or business strategy containing achievable and measurable performance targets, and
(b) that a protocol is established regarding reporting by governing bodies of controlled entities to the Council.
(6) In this section—
controlled entity means a controlled entity (within the meaning of the Government Sector Finance Act 2018) of the University or Council.
s 16A: Ins 2001 No 101, Sch 2 [12]. Am 2004 No 115, Sch 2 [5]–[7]; 2018 No 70, Sch 4.65[2].
17
Delegation by Council
17 Delegation by Council
17 Delegation by Council
(1) The Council may, in relation to any matter or class of matters, or in relation to any activity or function of the University, by resolution, delegate all or any of its functions (except this power of delegation) to any member or committee of the Council or to any authority or officer of the University or to any other person or body prescribed by the by-laws.
(2) If a function of the Council is delegated to the Vice-Chancellor in accordance with subsection (1) and the instrument of delegation authorises the sub-delegation of the function, the Vice-Chancellor may (subject to any condition to which the delegation is subject) sub-delegate the function to any person or body referred to in subsection (1).
s 17A: Ins 2001 No 101, Sch 2 [13]. Am 2018 No 70, Sch 4.65[3].
17B
Recommendations of Ombudsman or Auditor-General
17B Recommendations of Ombudsman or Auditor-General
17B Recommendations of Ombudsman or Auditor-General
The Council must include in each annual report of the Council as part of the report of its operations a report as to any action taken by the Council during the period to which the report relates to implement any recommendation made in a report of the Ombudsman or the Auditor-General concerning the Council or the University—
(a) whether or not the recommendation relates to a referral by the Minister under section 21E, and
(b) whether or not the recommendation relates to a University commercial activity (as defined in section 21A).
s 17B: Ins 2001 No 101, Sch 2 [13].
18
Powers of Council relating to University property
18 Powers of Council relating to University property
18 Powers of Council relating to University property
(1) The Council has the control and management of land and other property vested in the University.
(2) The Council may, for the purposes of this Act—
(a) acquire land and other property, and
(b) agree to carry out conditions of the acquisition of the land or other property, and
(c) grant easements and covenants over land vested in the University, and
(d) subject to subsections (3)–(5), dispose of or otherwise deal with the following—
(i) land vested in the University,
(ii) other property of the University.
(3) The Council must not sell, mortgage, charge or lease relevant land without the Minister’s approval.
(4) Despite subsection (3), the Council does not require the Minister’s approval to—
(a) lease relevant land if—
(i) the term of the lease is no more than 21 years, and
(ii) the Council is satisfied the leasing of the land is consistent with the object and functions of the University under section 6, or
(b) lease relevant land if—
(i) the term of the lease is no more than 99 years, and
(ii) the leasing of the land is for the purposes of utilities infrastructure or utilities services, or
(c) enter into a planning agreement under the Environmental Planning and Assessment Act 1979, section 7.4 if the agreement does not require the University to dedicate relevant land free of cost.
(5) A lease of land vested in the University, or a renewal of the lease, to a residential college affiliated with the University—
(a) must be for a term that is no more than 99 years, and
(b) must be at a nominal rent, and
(c) must contain a condition that the lease must not be assigned, and
(d) may contain other conditions the Council considers necessary or appropriate.
(6) The rule of law against remoteness of vesting does not apply to a condition of the acquisition of property to which the University has agreed.
(7) In this section—
acquire includes acquire by purchase, gift, grant, bequest or devise.
other property means property other than land.
relevant land means land acquired by the University from the State at nominal or less than market value.
s 18: Am 1994 No 16, Sch 1; 2014 No 43, Sch 1.2 [3]–[5]; 2017 No 22, Sch 1.12 [3]; 2017 No 23, Sch 1.2. Subst 2024 No 66, Sch 2.\
19
Powers of Council over certain property vested in Crown
19 Powers of Council over certain property vested in Crown
19 Powers of Council over certain property vested in Crown
(1) Where any property used for the conduct of the University is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the Council has the control and management of that property and is responsible for its maintenance.
(2) Nothing in subsection (1) enables the Council to alienate, mortgage, charge or demise any land vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise).
(3) Notwithstanding subsection (2), the Council may (on behalf of the Crown or a Minister of the Crown) lease land of which it has, pursuant to this section, the control and management.
(4) Such a lease—
(a) must not be granted for a term (including any option for the grant of a further term) exceeding 21 years except with the approval of the Minister, and
(b) is to contain a condition that the lease is not to be assigned and such other conditions as the Council thinks fit.
(5) The Council is, in the exercise of its functions under this section, subject to the control and direction of the Minister.
s 19: Am 2014 No 43, Sch 1.2 [6].
20
Acquisition of land
20 Acquisition of land
20 Acquisition of land
(1) The Minister may, for the purposes of this Act, acquire land (including an interest in land) by agreement or by compulsory process in accordance with the Land Acquisition (Just Terms Compensation) Act 1991.
(2) The Minister may do so only if the University—
(a) applies to the Minister for acquisition of the land, and
(b) makes provision to the satisfaction of the Minister for the payment of the purchase price or of compensation for compulsory acquisition (together with all necessary charges and expenses incidental to the acquisition).
(3) For the purposes of the Public Works Act 1912, any acquisition of land under this section is taken to be for an authorised work and the Minister is, in relation to that authorised work, taken to be the Constructing Authority.
(4) Sections 34, 35, 36 and 37 of the Public Works Act 1912 do not apply in respect of works constructed under this section.
s 20: Subst 1992 No 57, Sch 2.
21
Grant or transfer of certain land to University
21 Grant or transfer of certain land to University
21 Grant or transfer of certain land to University
(1) If land on which the University is conducted is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the land may—
(a) if it is vested in the Crown—be transferred to the University subject to such trusts, conditions, covenants, provisions, exceptions and reservations as the Minister for Natural Resources thinks fit, or
(b) if it is vested in a Minister of the Crown—be conveyed or transferred to the University for such estate, and subject to such trusts and rights of way or other easements, as the Minister in whom the land is vested thinks fit.
(2) A conveyance, transfer or other instrument executed for the purposes of this section—
the Guidelines means the guidelines determined for the time being under section 21B.
University commercial activity means—
(a) any activity engaged in by or on behalf of the University in the exercise of commercial functions of the University, and
(b) any other activity comprising the promotion of, establishment of or participation in any partnership, trust, company or other incorporated body, or joint venture, by or on behalf of the University, that is for the time being declared by the Guidelines to be a University commercial activity.
s 21A: Ins 2001 No 101, Sch 2 [14]. Am 2014 No 43, Sch 1.2 [7].
21B
Guidelines for commercial activities
21B Guidelines for commercial activities
21B Guidelines for commercial activities
(1) The Council must by resolution determine, and must maintain, Guidelines requiring specified processes and procedures to be followed in connection with University commercial activities.
(2) The Council may by resolution amend or replace the Guidelines from time to time.
(3) Without limitation, the Guidelines may contain provision for or with respect to the following in connection with University commercial activities—
(a) requiring feasibility and due diligence assessment,
(b) requiring the identification of appropriate governance and administrative arrangements (including as to legal structures and audit requirements),
(c) requiring the undertaking of risk assessment and risk management measures,
(d) regulating and imposing requirements concerning the delegation by the Council of any of its functions under this Act in connection with University commercial activities,
(e) declaring a specified activity to be a University commercial activity for the purposes of paragraph (b) of the definition of that expression in section 21A,
(f) establishing a protocol regarding the rights and responsibilities of members of the Council in relation to commercialisation, with a view to avoiding real or apparent conflicts of interest.
(4) The Council must ensure that the Guidelines are complied with.
(5), (6) (Repealed)
s 21B: Ins 2001 No 101, Sch 2 [14]. Am 2014 No 43, Sch 1.2 [8] [9].
21C
Register of commercial activities
21C Register of commercial activities
21C Register of commercial activities
(1) The Council is to maintain a Register of University commercial activities and is to enter and keep in the Register the following details of each of those activities—
(a) a description of the activity,
(b) details of all parties who participate in the activity,
(c) details of any appointment by or on behalf of the University to relevant boards or other governing bodies,
(d) details of any meetings at which relevant matters were considered and approved for the purposes of compliance with the Guidelines,
(e) such other details as the Guidelines may require.
(2) The Guidelines may make provision for the following—
(a) exempting specified activities or activities of a specified class from all or specified requirements of this section,
(b) altering the details to be included in the Register in respect of specified activities or activities of a specified class,
(c) enabling related activities to be treated as a single activity for the purposes of the Register.
(3) The Council must comply with any request by the Minister to provide the Minister with a copy of the Register or any extract from the Register.
ss 21C–21E: Ins 2001 No 101, Sch 2 [14].
21D
Reports to Minister on commercial activities
21D Reports to Minister on commercial activities
21D Reports to Minister on commercial activities
(1) The Minister may request a report from the Council as to University commercial activities or as to any particular University commercial activity or aspect of a University commercial activity.
(2) The Council must provide a report to the Minister in accordance with the Minister’s request.
ss 21C–21E: Ins 2001 No 101, Sch 2 [14].
21E
Referral of matters to Ombudsman or Auditor-General
21E Referral of matters to Ombudsman or Auditor-General
21E Referral of matters to Ombudsman or Auditor-General
The Minister may refer a University commercial activity or any aspect of a University commercial activity (whether or not the subject of a report by the Council to the Minister)—
(a) to the Auditor-General for investigation and report to the Minister, or
(b) as a complaint to the Ombudsman that may be investigated by the Ombudsman as a complaint under the Ombudsman Act 1974.
ss 21C–21E: Ins 2001 No 101, Sch 2 [14].
Part 4A
Duties of Council members
Part 4A Duties of Council members
Part 4A Duties of Council members
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 2 [9].
21F
Duties of Council members
21F Duties of Council members
21F Duties of Council members
The members of the Council have the duties set out in Schedule 2A.
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 2 [9].
21G
Removal from office for breach of duty
21G Removal from office for breach of duty
21G Removal from office for breach of duty
(1) The Council may remove a member of the Council from office for breach of a duty set out in Schedule 2A.
(2) The removal from office may be effected only at a meeting of the Council of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given.
(3) The removal from office may be effected only if the motion for removal is supported by at least a two-thirds majority of the total number of members for the time being of the Council.
(4) The motion for removal must not be put to the vote of the meeting unless the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either orally or in writing.
(5) If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.
(6) A member of the Council may not be removed from office by the Council for breach of duty except pursuant to this section.
pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 2 [9].
Part 5
General
Part 5 General
Part 5 General
22
Advance by Treasurer
22 Advance by Treasurer
22 Advance by Treasurer
The Treasurer may, with the approval of the Governor, advance to the Council money for the temporary accommodation of the University on such terms and conditions in relation to repayment and interest as may be agreed upon.
22A
Stamp duty exemption
22A Stamp duty exemption
22A Stamp duty exemption
(1) Unless the Treasurer otherwise directs in a particular case, neither the University nor the Council is liable to duty under the Duties Act 1997, in respect of anything done by the University or Council for the purposes of the borrowing of money or the investment of funds of the University under this Act.
(2) The Treasurer may direct in writing that any other specified person is not liable to duty under the Duties Act 1997 in respect of anything done for the purposes of the borrowing of money or the investment of funds of the University under this Act, and the direction has effect accordingly.
s 22A: Ins 2001 No 101, Sch 2 [15].
23
Financial year
23 Financial year
23 Financial year
The financial year of the University is—
(a) if no period is prescribed as referred to in paragraph (b)—the year commencing on 1 January, or
(b) the period prescribed by the by-laws for the purposes of this section.
24
No religious test or political discrimination
24 No religious test or political discrimination
24 No religious test or political discrimination
A person must not, because of his or her religious or political affiliations, views or beliefs, be denied admission as a student of the University or be ineligible to hold office in, to graduate from or to enjoy any benefit, advantage or privilege of the University.
25
Exemption from membership of body corporate or Convocation
25 Exemption from membership of body corporate or Convocation
25 Exemption from membership of body corporate or Convocation
A student or graduate of the University or a member of staff of the University is entitled to be exempted by the Council, on grounds of conscience, from membership of the body corporate of the University or of Convocation, or both.
26
Re-appointment or re-election
26 Re-appointment or re-election
26 Re-appointment or re-election
Nothing in this Act prevents any person from being re-appointed or re-elected to any office under this Act if the person is eligible and otherwise qualified to hold that office.
27
Seal of University
27 Seal of University
27 Seal of University
The seal of the University is to be kept in such custody as the Council may direct and is only to be affixed to a document pursuant to a resolution of the Council.
Note—
Documents requiring authentication may be sufficiently authenticated without a seal in accordance with section 50 (3) of the Interpretation Act 1987.
s 27: Am 2013 No 47, Sch 1.19 [1].
28
By-laws
28 By-laws
28 By-laws
(1) The Council may make by-laws, not inconsistent with this Act, for or with respect to any matter that is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular, for or with respect to—
(a) the management, good government and discipline of the University,
(b) the method of election of members of the Council who are to be elected,
(c) the manner and time of convening, holding and adjourning the meetings of the Council or Academic Senate,
(d) the manner of voting (including postal voting or voting by proxy) at meetings of the Council or Academic Senate,
(e) the functions of the presiding member of the Council or Academic Senate,
(f) the conduct and record of business of the Council or Academic Senate,
(g) the appointment of committees of the Council or Academic Senate,
(h) the quorum and functions of committees of the Council or Academic Senate,
(i) the resignation of members of the Council, the Chancellor, the Deputy Chancellor or the Vice-Chancellor,
(j) the tenure of office, stipend and functions of the Vice-Chancellor,
(k) the designation of members of staff of the University as academic staff, non-academic staff, full-time staff, part-time staff or otherwise,
(l) the number, stipend, manner of appointment and dismissal of officers and employees of the University,
(m) admission to, enrolment in and exclusion from courses of studies,
(n) the payment of such fees and charges, including fines, as the Council considers necessary, including fees and charges to be paid in respect of—
(i) entrance to the University,
(ii) tuition,
(iii) lectures and classes,
(iv) examinations,
(v) residence,
(vi) the conferring of degrees and the awarding of diplomas and other certificates,
(vii) the provision of amenities and services, whether or not of an academic nature, and
(viii) an organisation of students or of students and other persons,
(o) the exemption from, or deferment of, payment of fees and charges, including fines,
(p) without limiting the operation of paragraphs (n) and (o), the imposition and payment of penalties for parking and traffic infringements,
(q) the courses of lectures or studies for, the assessments for and the granting of degrees, diplomas, certificates and honours and the attendance of candidates for degrees, diplomas, certificates and honours,
(r) the assessments for, and the granting of, fellowships, scholarships, exhibitions, bursaries and prizes,
(s) the admission of students and former students of other universities and institutions of higher education to any status within the University or the granting to graduates of such universities or institutions, or other persons, of degrees or diplomas without examination,
(t) the establishment and conduct of places of accommodation for students (including residential colleges and halls of residence within the University) and the affiliation of residential colleges,
(u) the affiliation with the University of any educational or research establishment,
(v) the creation of faculties, schools, departments, centres or other entities within the University,
(w) the provision of schemes of superannuation for the officers and employees of the University,
(x) the form and use of academic costume,
(y) the form and use of an emblem of the University or of any body within or associated with the University,
(z) the use of the seal of the University, and
(aa) the making, publication and inspection of rules.
(2) A by-law has no effect unless it has been approved by the Governor.
s 28: Am 2004 No 115, Sch 2 [9]–[11].
29
Rules
29 Rules
29 Rules
(1) The by-laws may empower any authority (including the Council) or officer of the University to make rules (not inconsistent with this Act or the by-laws) for or with respect to any or all of the matters for or with respect to which by-laws may be made, except the matters referred to in sections 3 (2), 8D (2) (c) (i) and (3) (a), 8E (4), 8F, 9 (1) (c) and (d), 10 (2), 14 (1), 16 (1) (d) and (e), 23 and 28 (1) (k) and clause 3 of Schedule 1 (to the extent it relates to appointments).
(1A) Despite subsection (1), only the Council may be empowered to make rules for or with respect to which by-laws may be made concerning matters referred to in sections 8D (3) (b), 8E (2) (a) and 28 (1) (b) and clause 3 of Schedule 1 (to the extent it relates to elections) (election rules).
(1B) Election rules must be consistent with sound and democratic electoral practices, procedures and methods of voting.
(1C) The Council must ensure that any election rule it makes is made readily available to the public by whatever means the Council considers appropriate as soon as practicable after it is made.
(2) A rule—
(a) has the same force and effect as a by-law, and
(b) may, from time to time, be amended or repealed by the Council (whether or not the Council is empowered to make such a rule), or by the authority or officer of the University for the time being empowered to make such a rule, and
(c) takes effect on the day on which it is published or on such later day as may be specified in the rule, and
(d) must indicate the authority or officer who made the rule and that it is made under this section.
(3) In the event of an inconsistency between a by-law and a rule, the by-law prevails to the extent of the inconsistency.
(4) The fact that a provision of this Act specifically provides for a matter to be the subject of by-laws (without mention of rules) does not prevent the matter from being the subject of rules made in accordance with this section.
s 29: Subst 2004 No 115, Sch 2 [12]. Am 2012 (582), Sch 1 [2] [3]; 2014 No 43, Sch 1.2 [10]–[13].
30
Recovery of charges, fees and other money
30 Recovery of charges, fees and other money
30 Recovery of charges, fees and other money
Any charge, fee or money due to the University under this Act may be recovered as a debt in any court of competent jurisdiction.
(2) The Council of the Macquarie University, as constituted immediately before the repeal of the Macquarie University Act 1964, is dissolved.
(3) The persons holding office as members of the Council and Deputy Chancellor immediately before the repeal of the Macquarie University Act 1964 cease to hold office as such on that repeal.
32
Savings and transitional provisions
32 Savings and transitional provisions
32 Savings and transitional provisions
(1) Schedule 3 has effect.
(2), (3) (Repealed)
s 32: Am 2012 (582), Sch 1 [4].
Schedule 1
Provisions relating to members and procedure of the Council
Schedule 1 Provisions relating to members and procedure of the Council
Schedule 1 Provisions relating to members and procedure of the Council
(Section 8A (3))
sch 1: Am 1999 No 94, sec 7 (2) and Sch 5, Part 2; 2001 No 101, Sch 2 [16]; 2004 No 115, Sch 2 [13] [14]; 2011 No 51, Sch 3.2 [4] [5]; 2012 (582), Sch 1 [5] [6]; 2014 No 43, Sch 1.2 [14].
6A
Use of technology
6A Use of technology
6A Use of technology
(1) Without limiting clause 6, a meeting of the Council may be called or held using any technology consented to by all the members of the Council.
(2) The consent may be a standing one.
(3) A member may only withdraw his or her consent a reasonable period before the meeting.
(4) If the members are not all in attendance at one place and are holding a meeting using technology that permits each member to communicate with other members—
(a) the members are, for the purpose of every provision of this Act and by-laws concerning meetings of the Council, taken to be assembled together at a meeting and to be present at that meeting, and
(b) all proceedings of those members conducted in that manner are as valid and effective as if conducted at a meeting at which all of them were present.
Schedule 2
Investment
Schedule 2 Investment
Schedule 2 Investment
(Section 16)
sch 2: Subst 1989 No 179, Sch 1. Am 2001 No 101, Sch 2 [17]; 2014 No 43, Sch 1.2 [15] [16].
2A
Funds managers
2A Funds managers
2A Funds managers
(1) The Council may engage a funds manager to act in relation to the management of the funds belonging to or vested in the University.
(2) Such a funds manager may on behalf of the Council invest funds of the University in any investment in which the funds manager is authorised to invest its own funds or other funds.
Schedule 2A
Duties of Council members
Schedule 2A Duties of Council members
Schedule 2A Duties of Council members
(Section 21F)
sch 2A: Ins 2004 No 115, Sch 2 [15]. Am 2008 No 23, Sch 3.33; 2010 No 19, Sch 3.64 [1] [2]; 2013 No 47, Sch 1.19 [2].
Schedule 3
Savings and transitional provisions
Schedule 3 Savings and transitional provisions
Schedule 3 Savings and transitional provisions
(Section 32)
sch 3: Am 1994 No 16, Sch 1; 2001 No 101, Sch 2 [18]; 2004 No 115, Sch 2 [16] [17]; 2012 (582), Sch 1 [7]; 2014 No 43, Sch 1.2 [17] [18]; 2017 No 22, Sch 1.12 [4].
1A
Savings or transitional regulations
1A Savings or transitional regulations
1A Savings or transitional regulations
(1) The regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act or any Act that amends this Act.
(2) Any such provision may, if the regulations so provide, take effect from the date of assent to the Act concerned or a later date.
(3) To the extent to which any such provision takes effect from a date that is earlier than the date of its publication in the Gazette, the provision does not operate so as—
(a) to affect, in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of its publication, or
(b) to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of its publication.
Source text: opening excerpt
Sourced from legislation.nsw.gov.au, CC BY 4.0.
Part 1 Preliminary
Part 1 Preliminary
Part 1 Preliminary
1 Name of Act
1 Name of Act
1 Name of Act
This Act may be cited as the Macquarie University Act 1989.
2 Commencement
2 Commencement
2 Commencement
(1) This Act (section 32 (2) and (3) excepted) commences on a day or days to be appointed by proclamation.
(2) The provisions of section 32 (2) and (3) commence on the date of assent to this Act.
3 Definitions
3 Definitions
3 Definitions
(1) In this Act—
commercial functions of the University means the commercial functions described in section 6 (3) (a).
Council means the Council of the University.
University means the Macquarie University established by this Act.
Note—
The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.
(2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded—
(a) by the University,
(b) by or on behalf of any former institution that has, pursuant to this Act or to the Higher Education (Amalgamation) Act 1989 or otherwise, become a part of the University, or
(c) by any predecessor of any such institution.
(3) In this Act—
(a) a reference to a function includes a reference to a power, authority and duty, and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
s 3: Am 2001 No 101, Sch 2 [1]; 2004 No 115, Sch 2 [1].
Macquarie University Act 1989 (New South Wales) | Zoe
For University commercial activities the Act creates a governance framework: the Council must adopt and maintain Guidelines specifying processes (s 21B(1)-(3)), keep a Register containing prescribed particulars of each commercial activity (s 21C(1)), provide reports to the Minister on request (s 21D(1)-(2)), and accept that the Minister may refer activities or aspects to the Auditor‑General or the Ombudsman (s 21E). The Act establishes statutory duties for Council members (s 21F; Schedule 2A) including duties to act in the best interests of the University, to exercise care and diligence, and to disclose material interests (Schedule 2A clauses 1-5). It provides removal processes for members and office‑holders where duties are breached (s 21G) and for the Chancellor or Deputy Chancellor by two successive no‑confidence votes (s 11A).
Mechanically, the Act therefore does four practical things: it legally constitutes the University (ss 4-5); it delegates broad managerial, financial and commercial authority to the Council with defined internal controls (Pt 4 and Pt 4A, ss 16, 21A-21E, Schedule 2A); it embeds external oversight and Ministerial interaction in particular areas (property transactions, reporting, referral to Auditor‑General/Ombudsman; ss 18, 21D-21E); and it prescribes governance architecture , membership, composition, rules, by‑laws, and duties (Div 1 of Pt 3, ss 8A-9, 28-29, Schedule 1). The Act also contains transitional and amendment notes indicating staged changes to composition, duties and charter (see amendment annotations after many sections).
Taken together, these mechanics change behaviour by centralising ultimate governance and accountability in the Council, requiring formalised processes for commercialisation and property dealings, imposing statutory fiduciary‑style duties on Council members with removal mechanisms, and creating both internal (Guidelines, Register) and external (Minister, Auditor‑General, Ombudsman) oversight channels. The rest of this note unpacks the Act’s main concepts, who must act or pay, principal duties and rights, enforcement levers set out in the text, cross‑Act interactions, amendment record contained in the text, absence of case law in the text, practical pitfalls and concrete compliance steps with section citations.
Main concepts
The Act organises around several discrete legal and administrative concepts. The most important are: the University as a corporate body, the Council as governing authority, the University’s object and functions, University commercial activities and their governance, property powers and constraints, duties of Council members, rule‑making and by‑law architecture, delegated authority, and reporting/oversight mechanisms. Each concept is defined or substantially elaborated in the Act text.
University object and functions. The University’s object is explicitly stated: to promote scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence, within the limits of the University’s resources (s 6(1)). Principal functions include provision of education and research facilities, dissemination and application of knowledge, offering courses and research, participation in public discourse, conferral of degrees and awards, and developing governance, admission and quality assurance processes to protect academic integrity (s 6(2)(a)-(g)). The Act also authorises commercial functions: exploitation or development for the University’s benefit of facilities, resources or property including intellectual property, and power to generate revenue to fund the University’s object (s 6(3)(a)-(a1)).
The Council. The Council is the legal governing authority of the University (s 8A(1)-(2)) and is given express strategic and operational responsibilities, including monitoring the Vice‑Chancellor, approving mission, strategic direction, budgets and business plans, overseeing risk management and controls (including for controlled entities), approving significant commercial activities, and establishing policies and grievance publication obligations (s 16(1A)-(1B)). Schedule 1 governs members and procedure (s 8A(3)).
Composition and qualifications. The Act prescribes the Council’s size (min 11, max 22) and composition categories , official, elected, Council appointed, Ministerially appointed , and requires a majority of external persons (s 8B(1)-(3), (6)). Specific qualification thresholds are set: at least two members must have financial expertise and at least one must have commercial expertise, and appointed members generally must have relevant expertise and an appreciation of the University’s object and values (s 8C(1)-(2)). Term limits and limits on consecutive service are set (s 9).
University commercial activity governance. The Act defines “University commercial activity” broadly to cover commercial functions and declared partnership/joint venture activities (s 21A). The Council must determine, maintain and ensure compliance with Guidelines requiring processes such as feasibility and due diligence assessments, governance arrangements and risk assessments (s 21B(1)-(3), (4)). The Council must keep a Register with detailed entries of each commercial activity, and the Minister may request copies (s 21C(1), (3)). The Minister may refer matters to the Auditor‑General or Ombudsman (s 21E).
Property powers and constraints. The Council controls land and other property vested in the University (s 18(1)-(2)). However, sale, mortgage, charge or lease of “relevant land” requires Ministerial approval (s 18(3)). Exceptions allow leases up to 21 years without approval and, for utilities or infrastructure leases, up to 99 years, and special provisions apply to residential colleges (nominal rent, no assignment, term limits) (s 18(4)-(5)). The Act defines “relevant land” to mean land acquired from the State at nominal or less than market value (s 18(7)).
Duties and disclosure. The Act places explicit duties on Council members via Schedule 2A: act in best interests of the University and for a proper purpose; act honestly and exercise reasonable care and diligence; not improperly use position or information; and disclose material interests with documentary recording and limitations on participation where conflicts arise (Schedule 2A clauses 1-5). Removal for breach is possible under s 21G subject to procedural safeguards and a two‑thirds vote.
Delegation and controlled entities. The Council may delegate functions (s 17) and may engage in controlled entities and joint ventures (s 16(1)(f)). For controlled entities, the Council must ensure they do not act beyond the University’s statutory authorisation unless the Minister permits (s 16A(1)-(3)), and the Council is to ensure appropriate governing body expertise, independence where possible, governance principles and reporting protocols (s 16A(5A)).
Rule‑making architecture. The Council may make by‑laws (s 28), which require Governor approval (s 28(2)). By‑laws may delegate rule‑making to authorities and officers, but election rules have particular limits and must be made public (s 29(1)-(1C)). Rules carry the same legal force as by‑laws (s 29(2)(a)).
These concepts form the statutory framework that constrains Professoriate and staff behaviour and organises the University’s interactions with the State, public accountability institutions, and the market where commercial functions are engaged.
Who it affects
The Act creates duties, powers and reporting obligations that affect multiple defined groups. The principal actors and affected parties the Act expressly addresses are: the University (as a corporate entity), the Council and its members, University officers (Chancellor, Deputy Chancellor, Vice‑Chancellor), academic and non‑academic staff, students and graduates, the Minister, the Treasurer and Governor, controlled entities and third‑party participants in University commercial activities, and external oversight bodies (Auditor‑General, Ombudsman).
The Council and its members. The Council is the principal decision‑maker (s 8A(2); s 16). Council members are directly affected by the duties in Schedule 2A (s 21F, Schedule 2A clauses 1-5) and by the removal mechanism for breach of duty (s 21G). The Act imposes qualifications for appointed members (s 8C(1)-(2)), term lengths and a cap on consecutive service (s 9(1), (3)), and requires the Council to ensure induction and development for members (s 16(1B)(l)). The Council itself must maintain Guidelines for commercial activities (s 21B(1)), keep and produce a Register (s 21C), and comply with Ministerial requests (s 21C(3), s 21D).
Chancellor, Deputy Chancellor, Vice‑Chancellor. Appointment, tenure and functions are set out: the Chancellor is elected by the Council and has functions conferred by the Act or other Acts (s 10); the Deputy Chancellor is elected from Council members and fills in for the Chancellor (s 11); the Vice‑Chancellor is appointed by the Council and is the principal executive officer (s 12). Removal procedures: Chancellor or Deputy Chancellor can be removed by no‑confidence motions at two consecutive ordinary Council meetings (s 11A), whereas other members face removal for breach of duty under s 21G.
Staff, students and graduates. The Act establishes Convocation (s 14) and defines a graduate in s 3(2). Elected representation categories on Council are provided (s 8D), including elected academic, non‑academic and student members, with election processes to be prescribed by by‑laws (s 8D(1)-(3)). By‑laws may regulate admissions, enrolment, fees, courses, and student accommodation (s 28(1)(m), (n), (q), (t)). A prohibition on religious or political tests for admission and office is expressly stated (s 24). Students, staff and graduates may be entitled to by‑law provisions affecting fees, discipline, or exemption from membership on grounds of conscience (s 25).
Minister, Treasurer, Governor. The Minister has specific appointive and oversight roles: may appoint up to six external Council members as prescribed (s 8G(1)), must be notified of Council resolutions fixing total membership (s 8B(8)), authorises controlled entities to exercise activities beyond the University’s authorisation (s 16A(2)), may request reports on commercial activities and refer matters to Auditor‑General or Ombudsman (ss 21D-21E), and must approve sale or mortgage of “relevant land” (s 18(3)). The Treasurer may advance money with Governor approval (s 22) and may direct stamp duty exemptions (s 22A). The Governor approves by‑laws (s 28(2)) and is the Visitor with ceremonial functions (s 13).
Controlled entities and third parties. Controlled entities (as defined relative to the Government Sector Finance Act 2018; s 16A(6)) are affected by limits on acting beyond statutory University powers (s 16A(1)-(2)), and by the Council’s obligation to secure competent governing bodies and reporting protocols (s 16A(5A)). Parties entering commercial arrangements or joint ventures with the University will be recorded in the Register (s 21C(1)(b)) and their appointments to governing bodies must be noted (s 21C(1)(c)).
Oversight bodies. The Auditor‑General and Ombudsman retain jurisdiction to investigate referred University commercial activities (s 21E) and the Council must report actions taken to implement any recommendations from reports of those bodies in its annual report (s 17B). The Act also notes that it does not limit operation of the Ombudsman Act 1974, the Government Sector Finance Act 2018 or the Government Sector Audit Act 1983 in respect of the University (s 17A).
Who pays and who bears direct financial consequences is also indicated in the Act. The University bears the costs of commercial activities and investments (s 6(3)(a1), s 16(1)(d)-(e)). The Treasurer may advance funds with Governor approval (s 22); stamp‑duty exemptions are available unless the Treasurer directs otherwise (s 22A). Fees imposed by by‑laws are recoverable as debts in court (s 30). Where land is to be acquired via the Minister, the University must make provision for payment of purchase price or compensation to the Minister’s satisfaction (s 20(2)).
In short, the Act affects governance actors (Council and officers), University community members (staff, students, graduates), the State (Minister, Treasurer, Governor), oversight agencies (Auditor‑General, Ombudsman), controlled entities and private counterparties to commercial activities. The statutory architecture apportions decision rights, reporting obligations and financial responsibilities among these groups in the ways described above.
Key duties and rights
The Act sets out statutory duties for Council members, rights and procedural guarantees for office‑holders and third parties, and rights of inspection and reporting. The principal duties and rights are statutory and procedural; they are enforceable via internal Council mechanisms and external oversight, as specified.
Duties of Council members. Section 21F points to Schedule 2A, which contains the operative duties for Council members. The duties include: a duty to act in good faith in the best interests of the University and for a proper purpose (Schedule 2A cl 1); a duty to act honestly and exercise reasonable care and diligence (cl 2); duties not to improperly use the member’s position or information for personal advantage or to cause detriment to the University (cls 3-4); and an obligation to disclose material interests and to refrain from participating in deliberations or decisions where a material interest creates or appears to create a conflict (cl 5(1)-(5)). The disclosure particulars must be recorded in a book open for inspection on payment of a fee (cl 5(3)). The Act expressly provides that contravention of the disclosure clause does not invalidate Council decisions (cl 5(6)), and it permits members to participate in matters relating to their removal (cl 5(7)).
Removal for breach and procedural rights. The Council may remove a member for breach of a duty in Schedule 2A, but removal is subject to notice, opportunity to reply, and a super‑majority threshold , at least two‑thirds of the total number of members must support removal (s 21G(1)-(4)). Subclause (6) of s 21G confirms that removal for breach of duty by the Council may occur only under the process prescribed in that section, which provides procedural protection for members.
Office‑holder tenure and removal. Official members (Chancellor, Vice‑Chancellor, presiding member or deputy presiding member of Academic Senate) have specified modes of tenure. The Chancellor is elected by Council and holds office for a by‑law‑prescribed term (s 10(1)-(2)); the Deputy Chancellor is elected from Council members for a term of two years (s 11(1)-(2)); the Vice‑Chancellor is appointed by the Council for a council‑determined term and is the principal executive officer (s 12). The Chancellor or Deputy Chancellor may be removed by the Council by a no‑confidence motion passed by at least a two‑thirds majority at two consecutive ordinary meetings (s 11A(1)-(2)); s 11A(3) notes they may be removed without need to establish a breach of duty.
Rights relating to property dealings. The Council has broad control over University property but is constrained where the property qualifies as “relevant land.” The Council must obtain the Minister’s approval to sell, mortgage, charge or lease relevant land (s 18(3)). However, the Council can lease relevant land without Ministerial approval for terms up to 21 years if consistent with University object and functions, and up to 99 years for utilities infrastructure or services (s 18(4)(a)-(b)). Residential colleges’ leases have special conditions: terms no more than 99 years, nominal rent, non‑assignability and other conditions the Council considers necessary (s 18(5)(a)-(d)).
Duties to maintain processes for commercial activities. The Council must determine and maintain Guidelines requiring specified processes and procedures in connection with University commercial activities (s 21B(1)). The Guidelines can mandate feasibility and due diligence, governance and administrative arrangements, risk assessment and delegation controls (s 21B(3)(a)-(d)). The Council must ensure compliance with the Guidelines (s 21B(4)). The Council must maintain a Register of University commercial activities containing a description of the activity, details of parties, appointments to governing bodies, meeting details evidencing compliance with Guidelines and any other details the Guidelines require (s 21C(1)(a)-(e)).
Reporting duties and oversight. The Council must provide reports to the Minister on commercial activities on request (s 21D(1)-(2)), and the Minister may refer commercial activities to the Auditor‑General or Ombudsman (s 21E). The Council must include in its annual report a report as to action taken to implement any recommendation by the Ombudsman or Auditor‑General concerning the Council or University (s 17B). Section 17A confirms that the Act does not limit operation of the Ombudsman Act, Government Sector Finance Act 2018 or Government Sector Audit Act 1983 with respect to the University (s 17A).
Rights of inspection and public availability. The Act requires election rules to be made readily available to the public (s 29(1C)). Disclosure particulars of conflicts must be recorded and the disclosure book kept open for inspection on payment of a fee (Schedule 2A cl 5(3)). By‑laws must be approved by the Governor (s 28(2)), which inserts a public‑law check on internal rule‑making.
Protections for Council members and agents. Schedule 1 clause 5 provides a statutory immunity: no action, liability, claim or demand lies against a member or person acting under direction of the University if the thing was done in good faith for the purpose of executing this Act (Schedule 1 cl 5). This standard of protection interacts with the duties in Schedule 2A: a member is protected for acts in good faith but remains subject to removal for breach of duties where applicable (s 21G).
Rights to recover money and fiscal provisions. Charges, fees or money due to the University under the Act can be recovered as a debt in court (s 30). The Treasurer may advance funds on agreed terms with Governor approval (s 22). Stamp duty exemption is available for borrowing or investment actions to the University unless the Treasurer directs otherwise (s 22A(1)); the Treasurer may also direct that other specified persons are exempt (s 22A(2)).
Taken together, the Act embeds fiduciary‑style duties for Council members, procedural safeguards for removal, rights to access certain records, and duties on the Council to maintain internal controls and public availability of certain rules, with specified immunities for good‑faith acts. The Act balances internal corporate governance powers with statutory oversight and reporting obligations to the Minister and public auditing and complaint mechanisms.
Penalties and enforcement
The Act creates enforcement mechanisms and remedies that are primarily administrative and civil rather than criminal. The statutory text provides for removal from office, reporting and external investigation powers, internal recording and transparency requirements, and limited civil remedies such as recovery of debts. The Act does not, in the text provided, create express criminal offences or pecuniary penalties tied directly to breaches of the Schedule 2A duties; enforcement is operationalised primarily through removal, oversight, and referral mechanisms.
Removal and disciplinary enforcement. The principal enforcement mechanism against Council members is removal for breach of duty under s 21G. Removal requires that notice of the motion be duly given (s 21G(2)), that the member be afforded a reasonable opportunity to reply either orally or in writing (s 21G(4)), and that removal be approved by a two‑thirds majority of the total number of Council members (s 21G(3)). Clause 11A provides a distinct, higher bar for removal of the Chancellor or Deputy Chancellor by no‑confidence: two successive ordinary meetings must pass a two‑thirds majority no‑confidence motion (s 11A(2)). These removal mechanisms are internal to Council and are the primary statutory sanction for breaches of Schedule 2A duties.
External investigation and public oversight. The Act enables external oversight and investigation of University commercial activities. The Minister may request reports (s 21D) and may refer a University commercial activity or any aspect of it to the Auditor‑General for investigation and report or to the Ombudsman as a complaint (s 21E). The Council must include in its annual report details of action taken to implement any recommendation of the Ombudsman or Auditor‑General concerning the Council or University (s 17B). The Act also clarifies that it does not limit the operation of the Ombudsman Act 1974, Government Sector Finance Act 2018 or Government Sector Audit Act 1983 in respect of the University (s 17A), meaning those agencies retain their normal functions and enforcement powers.
Administrative controls and procedural checks. The requirement to adopt Guidelines for commercial activities (s 21B) and to maintain a Register containing specific information (s 21C(1)) operates as a transparency and control mechanism that supports oversight. The Guidelines may include processes such as due diligence and risk management and may impose governance arrangements and audit requirements (s 21B(3)(a)-(c)). The Council is required to ensure compliance with the Guidelines (s 21B(4)), and the Minister may demand copies of the Register (s 21C(3)). Non‑compliance with Guidelines does not itself generate a named statutory penalty in the supplied text, but the regime makes non‑compliance a ground for scrutiny by the Minister, Auditor‑General or Ombudsman.
Civil remedies and protections. Fees and other amounts due to the University are recoverable as a debt in court (s 30). The Act contains a statutory immunity for members and persons acting under the direction of the University where acts were done in good faith for the purpose of executing the Act (Schedule 1 cl 5), which limits private civil exposure for such acts. There is no statutory cause of action in the text directly attaching to breaches of Schedule 2A duties; instead, the remedy provided is removal by the Council (s 21G). The Act does, however, reference other legislation that may engage different enforcement responses, such as disqualification from managing corporations under the Corporations Act (Schedule 1 cl 2(f)(g) refers to disqualification in Part 2D.6 of the Corporations Act as a ground for vacation of office).
Ministerial and Governor approvals as checks. The Minister’s ability to require approvals for the sale/mortgage/charge of certain land (s 18(3)) and to permit controlled entities to do activities otherwise beyond the University’s statutory authority (s 16A(2)) are administrative levers that constrain Council action. By‑laws require Governor approval (s 28(2)), creating an additional layer of executive oversight over internal rule‑making.
In sum, enforcement in the Act is implemented by internal governance sanctions (removal), external oversight and investigatory referrals (Minister, Auditor‑General, Ombudsman), transparency and reporting obligations (Guidelines, Register, annual report) and routine civil remedies (debt recovery). The text does not set out criminal penalties or specified monetary fines for breaches of the member duties set out in Schedule 2A; instead it relies on structural remedies and external oversight bodies to detect and respond to misconduct or mismanagement.
How it interacts with other laws
The Act explicitly cross‑references and preserves the operation of several other statutes, and it imports external statutory concepts by reference. Those cross‑Act interactions create concurrent obligations and potential procedural interlocks the Council, officers and controlled entities must respect.
Overt, preserved operations. Section 17A states that nothing in this Act limits or otherwise affects the operation of the Ombudsman Act 1974, the Government Sector Finance Act 2018 or the Government Sector Audit Act 1983 to or in respect of the University or the Council. That is an explicit legislative declaration that those oversight, financial reporting and audit Acts have continuing force in relation to the University (s 17A). Similarly, Schedule 2A and other provisions refer to the Interpretation Act 1987 for statutory definitions and interpretive rules (s 3 note).
Ombudsman and Auditor‑General jurisdiction. The Act permits the Minister to refer University commercial activities to the Auditor‑General or the Ombudsman (s 21E). The Council must report in its annual report on action taken to implement any recommendations by those agencies (s 17B). This creates a procedural interaction: findings or recommendations from these external agencies can trigger public disclosure obligations and internal action plans recorded in the University’s annual report. Section 17A ensures these Acts operate untrammelled by the Macquarie University Act.
Government Sector Financial and Audit frameworks. The Act notes that Division 7.3 of the Government Sector Finance Act 2018 regulates provision of annual reporting information to Parliament by the Council and requires the Council to report on the University’s operations (s 16 note). The definition of “controlled entity” for s 16A is linked to the Government Sector Finance Act 2018 (s 16A(6)), importing that Act’s concept of control into the University’s controlled‑entity regime. This shapes the Council’s obligations to oversee controlled entities and to ensure compliance with government financial reporting and audit standards.
Property and acquisition Acts. The Minister may acquire land for the University by compulsory process under the Land Acquisition (Just Terms Compensation) Act 1991 (s 20(1)), and the Public Works Act 1912 is engaged for works constructed under s 20 with certain sections excluded (s 20(3)-(4)). The Environmental Planning and Assessment Act 1979 is referenced for planning agreements under s 18(4)(c). Transfer, grant or conveyance of Crown land to the University is expressly exempt from stamp duty under the Stamp Duties Act in certain cases (s 21(2)(a)-(b) cross‑refs). These cross‑references create an interface where land acquisition and planning laws govern process and compensation, while the Macquarie University Act governs institutional control and the Council’s obligations.
Corporations Act and disqualification. Schedule 1 clause 2(f) and (g) provides that vacation of office can occur if a Council member becomes disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001. That imports federal corporate law consequences into Council membership qualifications and creates a potential cause for office vacatur where a member is disqualified federally.
Duties, trusts and investments. The Act’s investment schedule (Schedule 2) recognises that investment powers are subject to any express condition of trust (clause 4) and contemplates appointment of funds managers and establishment of common funds (clauses 2A and 3). Where trust funds are involved, the Council’s powers are subject to trust terms, and the Act affords mechanisms (e.g. investment common funds) to manage pooled investments.
Other procedural interfaces. By‑laws must be approved by the Governor (s 28(2)). Election rules must be consistent with sound democratic practices and must be made publicly available (s 29(1B)-(1C)), creating an interface with general public‑administration expectations and potentially electoral law or administrative law review.
Taken together, the Act creates a network of dependencies: oversight and audit Acts retain direct application (s 17A); financial and controlled‑entity treatments align the University with Government Sector Finance Act requirements (s 16 note; s 16A(6)); property dealings engage land acquisition, public works and planning laws (ss 20-21); and corporate disqualification under the Corporations Act may affect Council membership (Schedule 1 cl 2). Those interlocks mean the Council must plan corporate actions and commercial ventures with awareness of multiple statutory regimes.
Amendment history
The Act as provided includes amendment annotations after many sections. These annotations show a history of staged changes to composition, duties, commercial governance and property powers. The text itself identifies the amending Acts and the schedule or clause references where changes were made. The following is a synthesis limited to the amendment information given in the supplied text.
1994 changes. Section 13 (Visitor) was substituted in 1994 No 16, Sch 1 (s 13: Subst 1994 No 16, Sch 1). Schedule 3 contains transitional references to that 1994 amendment (Schedule 3, cl 9).
1996, 1999 and early amendments. Section 16 records amendments in 1996 No 24 and later. Schedule 1 records amendments in 1999 No 94 sec 7(2) and Sch 5 Part 2 for its provisions.
2001 reforms. Several substantive changes are annotated as effected by the Universities Legislation Amendment (Financial and Other Powers) Act 2001 or similar instruments. Notably:
Section 6 (object and functions) shows substitution in 2001 No 101, Sch 2 [2] and later amendments (s 6: Subst 2001 No 101, Sch 2 [2]). The Division on commercial activities (pt 4, div 3) is annotated as inserted in 2001 No 101, Sch 2 [14] (ss 21A-21E: Ins 2001 No 101, Sch 2 [14]).
Investment powers transitional provisions are in Schedule 3 cl 10 referencing the 2001 amendment.
2004 reforms. Parts dealing with Council member duties were inserted by the University Legislation Amendment Act 2004:
Part 4A (ss 21F, 21G) and Schedule 2A duties were inserted in 2004 No 115, Sch 2 [9] and [15] respectively (s 21F: Ins 2004 No 115, Sch 2 [9]; Schedule 2A: Ins 2004 No 115, Sch 2 [15]). Schedule 3 cl 12 documents transitional consequences of the 2004 amendment.
2005 and 2008/2010/2011 changes. Section 9 and other provisions have minor amendment notes (s 9: Am 2005 No 98, Sch 2.38). Schedule 2A was later amended in 2008 No 23 and 2010 No 19 (Schedule 2A note: Am 2008 No 23, Sch 3.33; 2010 No 19, Sch 3.64).
2011 additions. Section 11A (Removal from office of Chancellor or Deputy Chancellor) was inserted in 2011 No 51, Sch 3.2 [3]. Schedule 1 records amendments in 2011 No 51, Sch 3.2 [4] [5].
2012 reforms. A notable restructuring of Council composition and definitions was inserted in 2012 (2012 (582), Sch 1 [1]) covering ss 8-8H and related Schedule 1 amendments (pt 3, div 1, hdg: Ins 2012 (582), Sch 1 [1]; ss 8A-8H: Ins 2012 (582), Sch 1 [1]; Schedule 1 amendments: 2012 (582), Sch 1 [5] [6]).
2013 and 2014 reforms. Various small amendments (e.g. s 27 amended 2013 No 47 Sch 1.19 [1]). The Universities Legislation Amendment (Regulatory Reforms) Act 2014 made changes: s 6 was amended (2014 No 43, Sch 1.2 [1]); s 16 was amended (2014 No 43, Sch 1.2 [2]); s 18 was amended (2014 No 43, Sch 1.2 [3]-[5]); provisions on controlled entities, commercial activities and guidelines were adjusted with 2014 annotations (s 21A: Am 2014 No 43, Sch 1.2 [7]; s 21B: Am 2014 No 43, Sch 1.2 [8]-[9]; Schedule 2: Am 2014 No 43, Sch 1.2 [15]-[16]).
2017 amendments. Statute Law (Miscellaneous Provisions) Act 2017 amendments are indicated in s 16 (2017 No 22, Sch 1.12 [1] [2]) and s 18 (2017 No 22, Sch 1.12 [3]). Schedule 3 includes references to 2017 No 22 (Schedule 3 cl 17).
2018 and 2024 updates. Section 17 was amended in 2018 No 68, Sch 1.16; s 16 and s 17A were adapted for the Government Sector Finance Act 2018 and Government Sector Audit Act (s 16 note and s 17A: Ins 2001 No 101, Sch 2 [13] with 2018 No 70, Sch 4.65 changes). Section 18 shows a substitution in 2024 No 66, Sch 2 (s 18: Subst 2024 No 66, Sch 2).
The supplied text’s annotation style lists each amending instrument and schedule or clause number where the change appears. The annotations show a legislative history concentrated on: (a) adding an explicit commercial activity governance layer in 2001; (b) introducing statutory duties and removal procedures in 2004; (c) reconfiguring Council composition and formalising external representation in 2012; (d) regulatory reforms in 2014 addressing investment and commercial frameworks; and (e) subsequent technical amendments to delegation and financial reporting frameworks (2017-2018), with a substitution to land powers in 2024 (s 18 Subst 2024 No 66, Sch 2). The text includes transitional provisions in Schedule 3 reflecting those amendments and the processes for bringing the Council into conformance with amended provisions (Schedule 3 cl 12, cl 13).
This summary restricts itself to the amendment notes and transitional clauses contained in the provided Act text and does not infer the contents of amending statutes beyond the citations and schedule references present.
Litigation history
The Act text provided does not contain or cite any judicial decisions, case names or litigation outcomes. There is no litigation history recorded within the statutory text or schedules supplied. Where the Act refers to other statutes (for example the Corporations Act 2001, the Ombudsman Act 1974, the Government Sector Finance Act 2018 and others), those statutes themselves can give rise to litigation or adjudication under their own processes, but the supplied Act does not cite any particular case law or judicial interpretation.
What the Act does provide are administrative and statutory processes that may be relevant in any future litigation or review: for example, the Act requires Governor approval for by‑laws (s 28(2)), binds the Council to Guidelines and a Register for commercial activities (ss 21B-21C), and preserves the operation of the Ombudsman and Auditor‑General (s 17A). Those procedural hooks are the points at which complaints, audits or reviews could be channelled to external investigators (s 21E) or to administrative review bodies, and would be the likely legal loci in any contested matter, but the text itself does not report decisions.
If one needs to research litigation on aspects of this Act, the supplied text directs attention to:
the duties in Schedule 2A (s 21F; Schedule 2A), which could be central to proceedings concerning member conduct;
provisions on property and Ministerial approval (s 18), which could attract judicial review or disputes over the Minister’s approval or over characterisation of “relevant land”;
the commercial activities regime (ss 21A-21E), which creates reporting and referral channels to Auditor‑General and Ombudsman inquiries whose findings might underpin further legal action.
In short, the statutory text contains the procedural avenues by which disputes and investigations will be processed, but it records no prior litigation or case authorities. The absence of named cases in the Act means that any need for precedent or judicial interpretation must be sought outside the Act text, in court databases or administrative tribunal decisions, which are not part of the supplied material.
Gotchas
The Act contains a number of specific provisions and interlocks that can create practical hazards or unexpected constraints if not recognised. The following are concrete “gotchas” drawn from the text with section citations and an explanation of the operational mechanism.
Relevant land and Ministerial approval. Land that the University acquired from the State at nominal or less than market value is “relevant land” (s 18(7)). The Council is not permitted to sell, mortgage, charge or lease relevant land without the Minister’s approval (s 18(3)). There are narrow exceptions for leases up to 21 years where consistent with University object and for leases up to 99 years for utilities infrastructure or services (s 18(4)). Residential college leases have special conditions including nominal rent and non‑assignability (s 18(5)). Practical consequence: where land was originally transferred at concessional terms, the Council’s transactional freedom is curtailed and Ministerial timing and conditions may delay or prevent monetisation.
Council composition and external majority constraint. The Council must have a majority of external persons (s 8B(6)). The constitution rules determine numbers in categories (s 8B(4)), but the rule‑making power requires a two‑thirds Council resolution (s 8B(5)). The Council must notify the Minister within seven days of any resolution fixing total membership (s 8B(8)). Practical consequence: composition changes require careful internal coordination to meet supermajority and reporting rules; external‑majority requirement constrains how many internal (staff or student) members can sit on the Council at any time.
Duties and limited remedies. Schedule 2A imposes multi‑element duties on members (Schedule 2A cls 1-4) and imposes disclosure and recusal obligations (cl 5). However, the Act does not create a statutory private right of action or specify pecuniary penalties for breach; the remedial mechanism is removal by Council under s 21G. Practical consequence: parties seeking civil remedies for director‑type misconduct must look to other laws or common law causes rather than this Act alone; internal enforcement rests on Council will and two‑thirds removal thresholds.
Removal thresholds require supermajorities and procedural protections. Removal for breach requires at least a two‑thirds majority and notice with opportunity to reply (s 21G(2)-(4)). Removal of Chancellor/Deputy requires two consecutive ordinary meetings with two‑thirds majority (s 11A(2)). Practical consequence: removal is possible but operationally difficult; it requires sustained internal consensus and observance of notice and procedural formalities.
Commercial activity transparency triggers. The Council must adopt Guidelines, ensure compliance and keep a Register that includes description, participants and approvals evidence (ss 21B(1), 21B(4), 21C(1)(a)-(d)). The Minister may request copies and may refer matters to the Auditor‑General or Ombudsman (ss 21C(3), 21D, 21E). Practical consequence: commercial projects generate a documentary trail and exposure to external review; failure to follow Guidelines can result in Ministerial scrutiny and referral.
Controlled entities’ limits and Ministerial permissions. Controlled entities must not exercise functions the University is not authorised to exercise unless the Minister permits (s 16A(1)-(2)). The Governor may exclude classes of functions from that prohibition by regulation (s 16A(3)). Practical consequence: a controlled entity’s business model must be checked against the University’s statutory authorisation and, if outside it, a prior Ministerial order is needed; otherwise the Council must constrain the entity.
By‑laws require Governor approval; Rule‑making has limits. By‑laws need Governor approval (s 28(2)). The by‑laws may empower authorities and officers to make rules but election rules and certain matters may only be made by the Council and must be publicly available (s 29(1A), (1B), (1C)). Practical consequence: procedural and electoral changes require formal processes and publicly available documentation; internal shortcuts risk invalidity if Governor approval or Council rule‑making requirements are not observed.
Immunity for good faith acts does not preclude removal. Schedule 1 clause 5 shields members and persons acting under University direction from personal liability where acts were done in good faith for executing the Act. That coexistence means that immunity reduces personal exposure in civil suits but does not prevent internal removal for breach of duty (Schedule 1 cl 5 vs s 21G). Practical consequence: a member may be insulated from private suit for acts done in good faith yet still be removable under the Council’s internal disciplinary processes.
Election rules and democratic practice requirement. Election rules must be consistent with sound and democratic electoral practices and must be made readily available to the public by the Council (s 29(1B)-(1C)). Practical consequence: opaque or procedurally deficient elections could attract administrative complaints or challenge on the Council’s own transparency obligations.
Stamp duty and Treasurer discretion. Stamp duty exemption applies to University borrowing/investment unless Treasurer directs otherwise (s 22A(1)). The Treasurer may also direct exemptions for other persons (s 22A(2)). Practical consequence: anticipated tax treatment for transactions may change if the Treasurer exercises discretion; tax advice and Treasury liaison are prudent.
Controlled funds and trust constraints. Schedule 2 clause 4 makes the Council’s investment powers subject to express trust directions. Practical consequence: pooled investment structures and funds managers must be implemented with reference to any underlying trust terms; failure to respect trust conditions may have trust‑law consequences.
These “gotchas” flow from the Act’s allocation of authority and oversight. They highlight friction points where Ministerial permissions, supermajority Council votes, public transparency and external oversight intersect with the Council’s powers to transact, commercialise or restructure.
How to comply
Compliance under the Act is principally about structuring governance, documenting processes and decisions, observing approval thresholds, and meeting reporting and transparency obligations. The following are concrete action items, mapped to the relevant sections, that a University or a Council member should follow to meet statutory requirements.
Ensure Council composition and member qualifications comply with the Act.
Maintain Council size between 11 and 22 members and determine total membership only by a two‑thirds Council resolution (s 8B(1)-(2), (5)). Notify the Minister of such a resolution within seven days (s 8B(8)).
Ensure a majority of Council members are external persons (s 8B(6)). Verify at least two members have demonstrable financial expertise and at least one has commercial expertise, and ensure appointed members possess relevant expertise and appreciation of the University’s object (s 8C(1)-(2)).
Observe term lengths and the cap on consecutive service (s 9(1)-(3)) and implement by‑law provisions to stagger terms to maintain balance (s 9(2)).
Adopt and publish the Guidelines for University commercial activities and maintain compliance systems.
By Council resolution, adopt Guidelines requiring feasibility and due diligence, governance and administrative arrangements, risk assessment and management, delegation protocols, and protocols to avoid conflicts (s 21B(1), (3)(a)-(d), (f)). Ensure the Guidelines are reviewed and amended as appropriate (s 21B(2)).
Ensure the Council enforces compliance with the Guidelines (s 21B(4)). Keep records of compliance (meeting minutes, due diligence, approvals).
Maintain a Register of University commercial activities and be ready to produce it.
Keep the Register with the prescribed particulars for each activity: description, parties, appointments to governing bodies, evidence of meetings approving compliance with Guidelines, and other details required by the Guidelines (s 21C(1)(a)-(e)). Make sure the Guidelines address exemptions and detail what must be recorded (s 21C(2)(a)-(c)).
Respond promptly to any Ministerial request for the Register or extracts (s 21C(3)). Ensure secure storage and version control for the Register entries.
Observe property transaction approvals and constraints.
Before attempting to sell, mortgage, charge or lease “relevant land” (land acquired from the State at nominal or less than market value), obtain the Minister’s approval (s 18(3)-(4)). For intended leases, verify whether a term fits within the no‑approval exceptions (21 years generally; up to 99 years for utilities) (s 18(4)(a)-(b)).
For residential college leases ensure term does not exceed 99 years, that rent is nominal, and that the lease contains a condition against assignment, plus any other conditions considered necessary (s 18(5)(a)-(d)).
Observe Schedule 2A duties and disclosure obligations.
Ensure all Council members are trained on duties to act in the University’s best interests, to act honestly and with due care and diligence, and not to misuse position or insider information (Schedule 2A cls 1-4). Implement induction and continuing development as mandated in s 16(1B)(l).
Maintain and make available a disclosures book recording particulars of material interests disclosed at meetings, and enforce recusal where the Council determines it appropriate (Schedule 2A cl 5(1)-(5)). Set a publicly accessible process to inspect the book on payment of a fee (cl 5(3)).
Use formal decision processes for removal and election matters.
If removal for breach is contemplated, follow the notice requirements and allow reasonable opportunity for reply; seek a two‑thirds majority of total members at the meeting (s 21G(1)-(4)). For removing the Chancellor or Deputy Chancellor follow the two consecutive meeting requirement and two‑thirds threshold (s 11A(
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
Part 2 Constitution and functions of the University
4 Establishment of University
4 Establishment of University
4 Establishment of University
A University, consisting of—
(a) a Council,
(b) Convocation,
(c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
(d) the graduates and students of the University,
is established by this Act.
5 Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the Macquarie University.
6 Object and functions of University
6 Object and functions of University
6 Object and functions of University
(1) The object of the University is the promotion, within the limits of the University’s resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence.
(2) The University has the following principal functions for the promotion of its object—
(a) the provision of facilities for education and research of university standard,
(b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry,
(c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community,
(d) the participation in public discourse,
(e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards,
(f) the provision of teaching and learning that engage with advanced knowledge and inquiry,
(g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University’s academic programs.
(3) The University has other functions as follows—
(a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University’s benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others,
(a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions,
(b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community,
(c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University,
(d) the University has such other functions as are conferred or imposed on it by or under this or any other Act.
(4) The functions of the University may be exercised within or outside the State, including outside Australia.
s 6: Subst 2001 No 101, Sch 2 [2]. Am 2014 No 43, Sch 1.2 [1].
7 Facilities for students, staff and others
7 Facilities for students, staff and others
7 Facilities for students, staff and others
The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable.
s 7: Subst 2001 No 101, Sch 2 [3].
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Part 3 The Council, authorities and officers of the University
Division 1 The Council
Division 1 The Council
Division 1 The Council
pt 3, div 1, hdg: Ins 2012 (582), Sch 1 [1].
8 Definitions
8 Definitions
8 Definitions
In this Division—
appointed member means a Council appointed member or a Ministerially appointed member.
categories of members—see section 8B (3).
constitution rules—see section 8B (4).
Council appointed member—see section 8F.
elected member—see section 8D.
external person means a person other than a member of the academic or non-academic staff of the University or an undergraduate or graduate student of the University.
graduate member—see section 8E.
Ministerially appointed member—see section 8G.
official member—see section 8H.
s 8: Subst 2012 (582), Sch 1 [1].
8A The Council
8A The Council
8A The Council
(1) There is to be a Council of the University.
(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.
(3) Schedule 1 has effect in relation to the members and procedure of the Council.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8B Size of Council
8B Size of Council
8B Size of Council
(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.
(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).
(3) The Council is to include the following categories of members—
(a) official members,
(b) elected members,
(c) Council appointed members,
(d) Ministerially appointed members.
(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).
(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.
(6) The majority of the total number of members must be external persons.
Note—
Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).
(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.
(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8C Qualifications and experience of members
8C Qualifications and experience of members
8C Qualifications and experience of members
(1) Of the members of the Council—
(a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
(b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).
(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8D Elected staff and student members
8D Elected staff and student members
8D Elected staff and student members
(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members—
(a) elected (academic staff) members,
(b) elected (non-academic staff) members,
(c) elected (student) members.
Note—
There may also be elected (graduate) members if the constitution rules so provide—see section 8E.
(2) Of the members elected under this section—
(a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
(b) at least one must be a member of the non-academic staff of the University elected by members of the non-academic staff, and
(c) at least one must be a student of the University who—
(i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or non-academic staff of the University, and
(ii) is elected by the students of the University.
(3) The members referred to in subsection (2) (a)–(c) are—
(a) to have such qualifications as may be prescribed by the by-laws, and
(b) to be elected in the manner prescribed by the by-laws.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8E Graduate members
8E Graduate members
8E Graduate members
(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.
(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways—
(a) by election as elected (graduate) members in the manner prescribed by the by-laws,
(b) by appointment by the Council under section 8F,
(c) by appointment by the Minister under section 8G.
(3) A rule providing for the appointment of a member by the Minister under section 8G may be made only with the approval of the Minister.
(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8F Council appointed members
8F Council appointed members
8F Council appointed members
(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.
(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8G Ministerially appointed members
8G Ministerially appointed members
8G Ministerially appointed members
(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.
(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.
(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
8H Official members
8H Official members
8H Official members
The official members of the Council are the following—
(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of presiding member of the Academic Senate (if the person is not the Vice-Chancellor) or of deputy presiding member of the Academic Senate (if the presiding member is the Vice-Chancellor).
ss 8A–8H: Ins 2012 (582), Sch 1 [1].
9 Term of office
9 Term of office
9 Term of office
(1) Subject to this Act, a member of the Council holds office as follows—
(a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
(b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member’s instrument of appointment,
(c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
(d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.
(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account—
(a) by the Council, when making the by-laws required under this section, and
(b) by the Minister and the Council, when appointing members to the Council.
(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).
s 9: Subst 2004 No 115, Sch 2 [2]. Am 2005 No 98, Sch 2.38. Subst 2012 (582), Sch 1 [1].
Division 2 Other officers and bodies
Division 2 Other officers and bodies
Division 2 Other officers and bodies
pt 3, div 2, hdg: Ins 2012 (582), Sch 1 [1].
10 Chancellor
10 Chancellor
10 Chancellor
(1) Whenever a vacancy in the office of Chancellor occurs, the Council must elect a person (whether or not a member of the Council) to be Chancellor of the University.
(2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor or ceases to be a member of the Council, holds office for such period (not exceeding 4 years), and on such conditions, as may be prescribed by the by-laws.
(3) The Chancellor has the functions conferred or impo
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