Swinburne University of Technology Act 2010

In ForceVIC

Jurisdiction

Victoria

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act

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What this law does (mechanics)

Replaces and modernises the earlier Swinburne University of Technology Act and confirms that Swinburne University of Technology continues as the same corporate body (s.1; s.4). It sets out the University's objects, powers and structure, including who makes decisions, how the governing body (the Council) is composed, how officers are appointed, and how the University may manage property, money and commercial activity (Parts 1–6).
Creates and defines the Council as the University's governing body, gives it broad powers to control strategy, finances, appointments and commercial activity, and prescribes Council composition, duties and meeting rules (s.8–s.11; Schedule 1). The Council may make university statutes and university regulations for operating detail subject to specified approval and publication requirements (Part 5, especially s.28–s.33).
Regulates property and finance: the University can acquire, hold and dispose of property, create investment pools for trust funds, borrow subject to Treasurer approval, invest funds, and charge fees (s.35–s.46; s.40–s.42). The Act restricts certain land disposals and long leases without Ministerial approval and permits the Minister to grant Crown land for University use (s.36–s.38).
Authorises commercial activity and corporate participation: the University may join or form companies, associations, trusts, partnerships and joint ventures for specified objects (for example, commercialising research or providing services) but such activity is governed by guidelines that the Minister must approve or may issue (s.48; s.52–s.56). Where the University controls certain companies, the Auditor‑General must audit their accounts and the University must meet audit costs (s.49–s.51).

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What it does

The Swinburne University of Technology Act 2010 (the Act) re-enacts with amendments the law relating to Swinburne University of Technology, replacing the Swinburne University of Technology Act 1992. Its main purposes are to rationalise obsolete and disparate legislation and to provide a new Act reflecting best practice and a consistent approach to governance and reporting for universities in Victoria (section 1). The Act declares that Swinburne University of Technology was established on 1 July 1992 and continues in existence as a body politic and corporate under the same name (section 4). It sets out the objects of the University, which include providing higher education at an international standard, offering vocational education and training, undertaking scholarship and research of international standing, equipping graduates to excel, serving the community (including by enriching cultural life and promoting critical enquiry), involving Aboriginal and Torres Strait Islander people, reflecting principles of equity and social justice, conferring degrees and other awards, and exploiting its expertise commercially (section 5). The Act establishes the Council as the governing body with general direction and superintendence of the University (section 8) and prescribes its primary responsibilities, including appointing and monitoring the Vice-Chancellor, approving the strategic direction and budget, overseeing management, establishing policy and procedural principles, approving control and accountability systems, assessing risk (including commercial activities), overseeing academic activities, and approving significant commercial activities (section 8(3)). It confers on the University a broad range of powers, such as entering contracts, fixing fees, employing staff, forming companies and joint ventures (subject to any guidelines), and exercising powers both within and outside Australia (section 6). The Act also provides for the conferral of degrees and other awards (section 10), the appointment of officers (Chancellor, Deputy Chancellor, Vice-Chancellor, other officers) (Part 4), and the making of university statutes and university regulations (Part 5). The Victorian Governor is the Visitor but has only ceremonial functions; the Visitor has no powers to resolve disputes (section 22). The Act contains specific provisions on land acquisition and disposal (sections 36-38), trust funds and investment common funds (Division 3 of Part 6), borrowing and investment powers (sections 45-46), joint ventures and companies (Division 5 of Part 6), and guidelines for commercial activities (Division 6 of Part 6). Transitional provisions ensure continuity of the University, Council, staff, statutes, and gifts upon commencement (Division 2 of Part 8) and subsequent amendments (Divisions 3-5 of Part 8). The Act also provides for the making of Orders in Council to fix the number of Council members, with transitional arrangements (section 63, inserted by amendment). Fines imposed under university statutes or regulations are recoverable as civil debts (section 61). The Act systematically governs the University's constitution, governance, property, finance, and commercial activities.

Current sections

Direct links to the current provisions in Swinburne University of Technology Act 2010.

Official source available

Zoe has indexed the source text for search and analysis. Use the official register for the original document and download formats.

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Sourced from Victorian Legislation (legislation.vic.gov.au), CC BY 4.0.

Who decides: the Council is the central decision maker for strategy, finance, commercial activity approvals and statutes (s.8, s.9, s.28). The Minister and the Governor in Council also have specific powers — to appoint government members of Council and to approve Ministerial guidelines about university commercial activity and to make Orders in Council fixing Council numbers (s.12; s.55; s.63). These powers create shared control between the University (Council) and the State (Minister/Governor in Council) for governance and commercial oversight.
Who pays / bears costs: the University funds its operations from fees and other money it receives (s.44). The Act explicitly allows the University to charge commissions for administering trust funds (up to 5% of a trust fund's annual income) which the University retains as payment for administration (s.42). The University must also pay to the Consolidated Fund amounts determined by the Auditor‑General to cover Auditor‑General audits of companies it controls (s.51(3)). Audit and compliance obligations (s.47; s.49–s.51; s.53–s.56) create direct administrative costs for the University.
Incentives and behaviour changes: the Act gives the University explicit power to commercialise research and participate in companies or joint ventures (s.48; s.29(1)(v),(x)). That legal authorisation, combined with guidelines governing feasibility, governance, due diligence and conflicts of interest (s.53(2)(a)–(g)), channels commercialisation through formal approval, oversight and audit paths. The Council must approve significant university commercial activities (s.8(3)(h)); failure to comply with a guideline does not in itself invalidate a commercial agreement (s.58(2)), which preserves contractual certainty but leaves accountability and sanctioning to other mechanisms (Ministerial requests for reports, Auditor‑General referrals — s.59–s.60).
Trade‑offs and opportunity costs: formal oversight and audit (Ministerial guidelines, Auditor‑General audits) increase transparency and public oversight but impose compliance costs and administrative work for the University (s.53–s.56; s.49–s.51). Restrictions on disposal of land (Minister approval for large disposals and long leases — s.37) protect public interest in campus assets but limit the University's unilateral ability to monetise land rapidly. Requirements for specified financial and commercial expertise on Council (s.11(5A)) raise trustee capability but may concentrate appointment competition for those skill sets.
Bureaucratic discretion and implementation risk: the Minister can approve, reject or require amendment of University-submitted guidelines or issue interim guidelines (s.55). The Minister appoints, and may remove, certain government appointed Council members (s.12). Those powers give the executive a formal role in governance oversight; the Act also constrains Orders in Council so they may only be made on the Minister's recommendation after a two‑thirds Council resolution requesting an Order (s.63(2)), which limits unilateral executive change to Council composition.
Compliance burden and delegation: the Council must ensure compliance with guidelines (s.58(1)) and arrange statutory audits (s.47). The Council may delegate most powers (s.18(1)) but may not delegate the power to appoint officers or make statutes (s.18(2)), preserving core governance decisions at Council level.
Effects on private enterprise and competition: the Act authorises the University to enter commercial markets (s.48), to exploit intellectual property and publish and license outputs (s.48(d)), and to form companies (s.48(b)). Those powers can place the University in direct commercial relationships with private firms; the requirement that such activity follow approved guidelines and be auditable (s.53–s.56; s.49–s.51) is the mechanism by which public oversight is applied.

Main concepts

The Act defines several key concepts central to its operation. "University" means Swinburne University of Technology, the body politic and corporate established under section 4. "Council" means the governing body established under section 8. The Council consists of official members (the Chancellor, the Vice-Chancellor, and the president of the academic board), government appointed members (appointed by the Governor in Council on the Minister's recommendation or by the Minister directly), Council appointed members (appointed by the Council itself), and elected members (elected by and from staff and by and from students) (section 11). The number of members in each category is a "fixed number" set by Order in Council (section 63). There are transitional provisions in section 11A that apply until such an Order is made. "Government appointed member" and "Council appointed member" are defined terms in section 3. "Elected member" was inserted by amendment in 2015 and refers to members elected by staff and students (section 3). "University commercial activity" is defined broadly as any commercial activity engaged in by or on behalf of the University, and includes any activity declared by the Minister to be such an activity, but excludes any activity declared not to be such an activity (section 3, section 52). The Minister may also make guidelines (definition in section 3) for the carrying out of university commercial activities, auditing, finance, and property matters, subject to consultation with the Treasurer and the University (sections 53-55). The guidelines may not be inconsistent with university statutes or regulations (section 57). "University statutes" and "university regulations" are the subordinate legislative instruments made by the Council under Part 5. They are not statutory rules under the Subordinate Legislation Act 1994 (section 33). "Staff" means persons employed by the University. "Student" means a person enrolled in a course leading to an award, or a person designated as a student by the Council. "Graduate" means a person upon whom an award has been conferred under any Act relating to the University. The "Vice-Chancellor" is the chief executive officer (section 26(6)) and includes an interim or acting Vice-Chancellor. The "Chancellor" is appointed by the Council (section 24). The "Visitor" is the Governor of Victoria, but limited to ceremonial functions only (section 22). "Investment common funds" are collective investment pools the University may establish for trust funds and other funds (section 40), with periodic distribution of income (section 41). "Guidelines" are central to the commercial activity framework and are approved by the Minister after consultation. The Act also introduces concepts of "financial expertise" and "commercial expertise at a senior level" as mandatory qualifications for at least two and one Council members respectively, when government and Council appointed members are taken together (section 11(5A)). "Fixed number" is used in section 11 to refer to the number of members set by Order in Council, which overrides the default default numbers in section 11A.

Who it affects

The Act directly affects the University itself (as a body corporate), its Council and its members, its staff, its students, and its graduates. The Council, as the governing body, has primary responsibilities and must comply with duties of care and good faith (section 15). Members of the Council must avoid conflicts of interest and declare them (Schedule 1 clause 11), and may be removed for failing to comply with their responsibilities (Schedule 1 clause 3). The Act regulates the appointment, term, and removal of Council members, with specific rules for government appointed members (appointed by the Governor in Council or the Minister), Council appointed members (appointed by the Council), and elected members (elected by staff and students) (sections 11-13). The Vice-Chancellor, as chief executive officer, is responsible for the conduct of the University's affairs and has delegation powers (section 26). Other officers (Chancellor, Deputy Chancellor, Deputy Vice-Chancellors) are also affected. Staff are affected by provisions relating to employment (section 69 transitional), discipline and fines (section 61-62), and representation in Council elections. Students are affected by provisions on student loans, discipline, examinations, fees, and the ability to elect student members of the Council (section 29, section 11(4A)). Graduates are part of the University's composition (section 4(3)). The Minister for Education is significantly affected: the Minister appoints government appointed members (section 12(2)), approves guidelines for commercial activities (section 55), consults on land acquisition (section 36), approves disposal of certain land (section 37), receives reports on commercial activities (section 59), may refer matters to the Auditor-General (section 60), and recommends Orders in Council (section 63). The Treasurer must be consulted on guidelines (section 54) and approves borrowing limits (section 45). The Auditor-General is affected by audit requirements for controlled companies and joint ventures (sections 49-51) and may be asked to investigate commercial activities (section 60). Entities that enter into joint ventures or companies with the University are affected by audit provisions and the requirement that the University act in accordance with guidelines (section 48). Persons entering or on University property or using University facilities may be subject to fines imposed under university statutes or regulations (section 61). The Governor in Council is affected by the power to make Orders in Council fixing Council membership numbers and transitional provisions (section 63). Parliament is affected because such Orders must be laid before both Houses (section 63(5)). Finally, the University's commercial partners and the broader community are affected by the governance and accountability framework the Act establishes.

Key duties and rights

The Act imposes key duties on the University, the Council, and its members. The Council's primary responsibilities are set out in section 8(3): appointing and monitoring the Vice-Chancellor, approving mission and strategic direction and annual budget, overseeing management, establishing policy and procedural principles, approving control and accountability systems (including for controlled entities), overseeing risk assessment and management (including commercial activities), overseeing academic activities, and approving significant university commercial activities. Under section 9, the Council has specific functions and powers, including appointing the Chancellor and Vice-Chancellor, establishing governance policies, and managing property and finances. The Council must ensure compliance with any guidelines issued under Part 6 (section 58(1)). However, failure to comply with a guideline does not invalidate any commercial agreement entered into (section 58(2)). Members of the Council have explicit duties under section 15: they must act reasonably to ensure the Council carries out its functions effectively; they must act in good faith, honestly, and for proper purposes consistent with the objects and interests of the University; they must exercise reasonable skill, care, and diligence; they must take reasonable steps to avoid conflicts of interest unless declared in accordance with Schedule 1 clause 11; and they must not make improper use of their position or information to gain advantage. Schedule 1 clause 11 requires a member with an interest in a matter being considered to declare the nature of the interest at a meeting or in writing to the Chancellor; the member must generally not be present during deliberation and may not vote on the matter. The University has a duty to indemnify Council members, committee members, and academic board members against actions or claims arising from acts done in good faith in the exercise of powers under the Act (section 19). Council members have rights to remuneration (if not a full-time officer or judge) as fixed by the Minister (section 16). The Vice-Chancellor has the right to delegate functions to appropriately qualified staff or committees (section 26(7)). The Council has the right to delegate its powers (except delegation power, power to appoint officers, and power to make statutes) to members, committees, staff, the academic board, or other entities prescribed by university statutes (section 18). The University has the right to borrow money (subject to Treasurer's approval) (section 45), invest money (section 46), acquire and dispose of property (subject to restrictions on land disposal in section 37), establish trust funds and investment common funds (sections 39-41), form and participate in companies and joint ventures (subject to guidelines) (section 48), and make university statutes and regulations on a wide range of matters (section 29). The University also has the right to revoke degrees or other awards if university statutes so provide (section 10(3)-(4)). Students and staff have rights to elect Council members in accordance with university statutes (section 11(4A)). The University must ensure that elections are held within six months after the commencement of the relevant amendment (section 79(2) transitional).

Penalties and enforcement

The Act provides for enforcement of university statutes and regulations through a civil debt mechanism. Under section 61, any fine imposed under university statutes or regulations on a member of staff, a student, or any person entering or on University property or using University facilities is recoverable summarily by the University in any court of competent jurisdiction as a civil debt. Section 62 provides that a certificate signed by the Vice-Chancellor or his or her delegate, stating the amount of the fine and giving particulars of the date and reasons for its imposition, is prima facie evidence of the facts stated, in all courts and before all persons acting judicially. This creates an efficient enforcement pathway for the University to recover fines without needing to prove the underlying facts beyond a certificate. There are also enforcement mechanisms relating to Council membership. A member of the Council may be removed from office under Schedule 1 clause 3 if the Council is of the opinion that the member has failed to comply with the responsibilities of a member (section 15). The removal process requires notice at an ordinary meeting, written grounds, an opportunity for the member to make submissions, and a two-thirds majority vote of members present. Additionally, a member's office becomes vacant automatically in certain circumstances: upon conviction of an indictable offence, becoming an insolvent under administration, being elected to a parliament, becoming disqualified from managing corporations under the Corporations Act, ceasing to be eligible for the category of membership, or failing to attend three consecutive ordinary meetings without prior Council approval (Schedule 1 clause 4). These provisions operate as a form of enforcement against Council members who breach fundamental standards. The Act also empowers the Minister to refer a university commercial activity to the Auditor-General for investigation and report (section 60), which may lead to public scrutiny or further action. The Council must arrange for an audit of the income and expenditure of the University in accordance with the guidelines (section 47). For companies controlled by the University, the accounts must be audited annually by the Auditor-General (sections 49-51), and the University must pay the costs of that audit to the Consolidated Fund (section 51(3)). Failure to comply with guidelines does not invalidate commercial agreements (section 58(2)), so the primary enforcement is through reporting, audit, and ministerial oversight rather than through making contracts void. The Minister may request reports on commercial activities (section 59). Orders in Council must be laid before Parliament (section 63(5)), providing parliamentary oversight. The validation clause (Schedule 1 clause 16) provides that acts or decisions of the Council are not invalid merely because of a defect or irregularity in appointment, a vacancy, or a defect in the appointment of a person purporting to act. This limits the ability to challenge Council decisions on technical grounds.

How it interacts with other laws

The Act operates within a broader legal framework. It expressly engages with the Interpretation of Legislation Act 1984: sections 65, 75, and Schedule 1 clause 4C provide that transitional and procedural provisions do not affect or take away from that Act (including its sections on repeal, amendment, and acting appointments). The Subordinate Legislation Act 1994 is relevant: university statutes and regulations are not statutory rules under that Act (section 33(1)), which exempts them from certain tabling and scrutiny requirements. However, Orders in Council made under section 63 are subject to Part 5A of the Subordinate Legislation Act 1994 as if they were legislative instruments (section 63(6)), requiring them to be laid before Parliament and subject to disallowance. The Land Acquisition and Compensation Act 1986 applies to compulsory acquisition of land by the Minister for the University's purposes; the Swinburne University of Technology Act 2010 is the special Act and the Minister is the Authority (section 36(3)). The Land Act 1958 is relevant to the grant of unalienated Crown land to the University (section 36(6)). The Crown Land (Reserves) Act 1978 may be used to reserve land for University purposes. The Corporations Act is relevant: the definition of "limited company" in section 3 refers to the Corporations Act; disqualification from managing corporations under Part 2D.6 disqualifies a person from Council membership (section 14(2)). The Audit Act 1994 defines "control" which determines audit obligations for companies (section 49(1)(b)). The Financial Management Act 1994 Part 7 governs the form of accounts for companies subject to audit (section 51(1)(c)). The Borrowing and Investment Powers Act 1987 is referenced for financial accommodation and financial arrangements (section 45(1)(b)). The Trustee Act 1958 applies to investment of endowment funds (section 46(2)). The Charter of Human Rights and Responsibilities Act 2006 is mentioned in the regulation-making power for transitional matters (section 73(3)), which provides that regulations under that section have effect despite anything to the contrary in any Act other than the Charter. The Act also interacts with the common law and other Acts: section 37(5) states that land disposal restrictions have effect despite any Act or law to the contrary, including any rule of common law. The Act also interacts with other education legislation through its transitional provisions, which reference amending Acts such as the Education Legislation Amendment (Governance) Act 2012, the Education Legislation Amendment (TAFE and University Governance Reform) Act 2015, and the Education Legislation Amendment (Victorian Institute of Teaching, TAFE and Other Matters) Act 2018. Those amending Acts inserted new provisions and transitional arrangements. The Act's interpretation is assisted by the Interpretation of Legislation Act 1984, particularly sections 14 and 16 on the effect of repeal and savings. The Act provides that a reference in any other Act or document to the old Act or old Council is to be construed as a reference to this Act or the new Council (section 70). This ensures continuity. Finally, the validation clause (Schedule 1 clause 16) interacts with principles of judicial review by shielding acts from invalidity due to technical defects in appointments or elections.

Amendment history

Version No. 007 of the Swinburne University of Technology Act 2010 incorporates amendments as at 15 October 2018. The Act commenced on 1 January 2011 (section 2(2)). It has been amended by five subsequent Acts. First, the Education and Training Reform Amendment (Skills) Act 2010 (No. 71/2010) amended section 54 by substituting a reference to the University (Sch. item 5), effective 1 April 2011. Second, the Education Legislation Amendment (VET Sector, Universities and Other Matters) Act 2012 (No. 39/2012) inserted new clauses into Schedule 1 on leave of absence (clause 4A), terms and conditions of acting members (clause 4B), and operation of the Interpretation of Legislation Act (clause 4C), effective 27 June 2012. Third, the Education Legislation Amendment (Governance) Act 2012 (No. 73/2012) made substantial changes, effective 1 January 2013. Sections 79-87 of that amending Act repealed the definitions of "appointed member" and "elected member" in section 3, inserted a new definition of "government appointed member", substituted a completely new section 11 on Council membership (removing elected members at that time), inserted section 11A (pending Order), amended sections 12-14, inserted section 63 (Orders in Council), inserted Division 3 of Part 8 with new transitional provisions (sections 74-78), and amended Schedule 1 to remove earlier term limits and adjust provisions. Fourth, the Education Legislation Amendment (TAFE and University Governance Reform) Act 2015 (No. 69/2015), effective 1 January 2016, restored elected members to the Council. It substituted section 11(1) and inserted section 11(4A) to include staff-elected and student-elected members. It amended section 11(5A) to require financial and commercial expertise. It inserted section 11A (pending Order) with a different composition. It amended section 29 to add subject matter for statutes on elections (u), elected member numbers (ua), and Council member training and support (ub). It amended section 63(1)(a) regarding Orders fixing numbers. It substituted Schedule 1 clauses 6 and 7 on conduct of elections and elected member casual vacancies, and amended clauses 1, 2, 5, 8, 10, 12, and 16. It inserted Division 4 of Part 8 with transitional provisions for the 2015 amendments (section 79), allowing a six-month period for holding elections and temporary flexibility on Council size. Fifth, the Education Legislation Amendment (Victorian Institute of Teaching, TAFE and Other Matters) Act 2018 (No. 31/2018), effective 15 October 2018, amended Schedule 1 clause 1(1)(a) and (b) to provide that government appointed members and Council appointed members hold office for a term not exceeding three years (substituting earlier provisions). It repealed clause 1(2) and (3) which had provided for staggered terms. It also amended clause 8(2), (4), and (5) regarding casual vacancies, inserting a new subclause (4A) allowing a person appointed to fill a casual vacancy to hold office for a term not exceeding three years (rather than only the remainder of the predecessor's term). It inserted Division 5 of Part 8 with a transitional provision (section 80) providing that the new three-year term limits apply only to members appointed on or after the commencement day. No amendments not in operation are listed at the date of this version.

Litigation history

The Act itself does not record or refer to any litigation. The source text contains no case citations, no references to court decisions, and no provisions that specifically respond to prior litigation outcomes. The Act includes a validation clause (Schedule 1 clause 16) that protects acts or decisions of the Council from being invalidated merely because of a defect or irregularity in the appointment or election of a member, a vacancy in membership, or a defect in the appointment of a person purporting to act. This type of savings provision is commonly included in university governance legislation and may reflect a legislative intent to reduce the risk of court challenges on technical grounds. The Act also provides that the Visitor (the Governor) has only ceremonial functions and no powers to resolve disputes about the University's affairs (section 22). This prevents the internal visitor jurisdiction that exists in some older university statutes from operating as a dispute resolution mechanism, meaning that any disputes would need to be resolved through ordinary judicial review or other legal processes. The Act does not create any private rights of action beyond the civil debt recovery mechanism for fines (section 61). There is no provision for a statutory cause of action for breach of the Act. The duties of Council members under section 15 (good faith, care, diligence, avoidance of conflicts) are similar to fiduciary and statutory duties under corporations law, but the Act does not specify a particular enforcement mechanism other than removal by the Council itself under Schedule 1 clause 3. It does not, for example, provide for derivative actions or civil penalties for breach of duty. The indemnity provision (section 19) indemnifies members against claims arising from acts done in good faith, which may influence the risk of litigation against individual members. The requirement that guidelines be complied with (section 58) but that non-compliance does not invalidate commercial agreements (section 58(2)) could limit the grounds for challenging commercial transactions. The validation clause (Schedule 1 clause 16) similarly limits challenges to Council decisions. The certificate of fine provision (section 62) creates a rebuttable presumption, which may be tested in proceedings to recover the fine. Based solely on the source text, there is no recorded litigation history. The Act's structure suggests that the legislature intended to minimise opportunities for legal challenge to University decisions, but that does not mean litigation has not occurred in practice; it simply means the Act does not reference any.

Gotchas

Several provisions in the Act contain traps for the unwary. First, the land disposal restrictions in section 37 are not uniform: land granted in fee simple under section 36(6)(a) (Crown grants) cannot be alienated at all without prior Ministerial approval, regardless of value or lease term (section 37(1)). In contrast, for other University land, only alienations of fee simple interests with consideration exceeding $5 million (or a greater amount fixed by the Minister) require prior approval (section 37(3)), and leases exceeding 21 years require approval (section 37(4)). However, section 38 provides that those two subsections do not apply to land acquired for investment purposes as determined by the Council. The definition of "investment purposes" is left to the Council's opinion, but the Council must document that opinion. Second, the "fixed number" mechanism for Council membership (section 11) requires an Order in Council under section 63, which in turn requires a request from the Council passed by a two-thirds majority of current members and a recommendation from the Minister. Until such an Order is made, the default composition in section 11A applies, which sets a range of at least 13 but no more than 21 members, with specific minimum numbers for each category. Transitional provisions (section 79) allowed the Council to operate without elected members for up to six months after the 2015 amendments, and to have more than 21 members until 31 December of the second year after first elections. Practitioners advising on Council composition must verify whether an Order in Council exists. Third, the financial and commercial expertise requirements in section 11(5A) apply to government appointed members and Council appointed members taken together: at least two must have financial expertise and one must have commercial expertise at a senior level. This is a mandatory requirement, not merely a guideline. Appointing bodies must ensure these criteria are met. Fourth, the term limits: under Schedule 1 clause 1(1)(a) and (b) (as amended in 2018), government appointed members and Council appointed members hold office for a term not exceeding three years. The earlier staggered term provisions were repealed. However, there is a 12-year cumulative limit on total membership (whether consecutive or not), unless the Council passes a resolution allowing continuation beyond that period (Schedule 1 clause 2). This applies to all categories of members, including elected members (by reference). Fifth, the casual vacancy provisions have a subtlety: for government appointed and Council appointed members, a person appointed to fill a casual vacancy holds office for the term specified in their instrument of appointment, which can be up to three years, not merely the remainder of the predecessor's term (Schedule 1 clause 8(4A), inserted in 2018). For elected members, the appointee holds office only for the remainder of the term (clause 8(4)). There is an exception: it is not obligatory to fill a casual vacancy for a government or Council appointed member if the vacancy occurs within three months of the expiry of the term (clause 8(5)(a)), and for an elected member if within six months (clause 8(5)(b)). Sixth, the guidelines framework (Part 6 Division 6) is often overlooked. The Minister may make interim guidelines (section 55(2)) that operate until the University submits and the Minister approves its own guidelines. The Council must ensure compliance (section 58(1)), but non-compliance does not invalidate agreements (section 58(2)). However, the Minister can request reports (section 59) and refer matters to the Auditor-General (section 60), so the guidelines carry real teeth. Seventh, the power to revoke degrees (section 10(3)-(4)) is conditional on the university statutes so providing. The statutes must prescribe the circumstances and manner of revocation. Without such statutes, the Council has no power to revoke degrees. Eighth, the indemnity provision (section 19) covers acts done in good faith but not acts of bad faith. The University must indemnify, but the scope of "good faith" may be litigated. Ninth, the audit requirements for companies controlled by the University (sections 49-51) apply even if the company is incorporated outside Australia, unless the Auditor-General cannot be appointed or it is impracticable (section 50(2)). The University must pay the audit costs. Tenth, the Visitor's ceremonial-only limitation (section 22) means that any internal disputes about University affairs cannot be resolved by the Governor; they must go through the Council, statutes, or courts as applicable.

How to comply

Compliance with the Act requires attention to governance, reporting, financial management, and commercial activities. The Council must ensure it is properly constituted at all times, with the correct number of members in each category as fixed by any Order in Council or, if none, within the transitional ranges set by section 11A. Appointments of government appointed members must follow the process in section 12, with the Minister having regard to knowledge, skills, experience, university values, and community needs. The Council's own appointments under section 13 must follow similar criteria. The Council must ensure that at least two government or Council appointed members have financial expertise and one has commercial expertise at a senior level (section 11(5A)). Elections for staff and student members must be conducted in accordance with university statutes and regulations, which must address electoral systems, voting methods, eligibility, and dispute resolution (section 29(1)(u)). The transitional grace period for first elections is six months after commencement of the 2015 amendments (section 79(2)). The Council must adopt a mission, strategic direction, annual budget, and business plan (section 8(3)(b)), and oversee risk management and control systems (section 8(3)(e)-(f)). Members must comply with the duties in section 15: act in good faith, exercise care and diligence, avoid conflicts (and declare them under Schedule 1 clause 11), and not misuse position. The Council should establish a policy for conflict declaration and ensure minutes record declarations. The University must comply with any guidelines approved or made by the Minister under section 55. To do so, the University should either submit its own guidelines for approval or comply with any interim guidelines the Minister makes. The Council must ensure compliance (section 58(1)), but commercial agreements are not invalidated by non-compliance (section 58(2)). It is prudent to maintain a register of university commercial activities and conduct due diligence and risk assessment as provided for in section 53(2). The University must arrange an annual audit of its income and expenditure (section 47) in accordance with the guidelines. For any company it controls (within the meaning of the Audit Act 1994), audits must be conducted by the Auditor-General, and accounts must be submitted within three months of balancing (sections 49-51). The University must pay the audit costs to the Consolidated Fund. Land transactions require careful handling: any alienation of land granted in fee simple under section 36(6)(a) requires prior Ministerial approval (section 37(1)); other fee simple alienation exceeding $5 million (or gazetted amount) requires prior approval (section 37(3)); leases over 21 years require prior approval (section 37(4)). Investment land is exempt from those two subsections (section 38), so the Council should formally resolve that particular land is acquired for investment purposes. Borrowing requires the Treasurer's approval (section 45(2)). The Council must make university statutes and regulations as needed, following the procedure in section 31: writing, common seal, submission to the Minister for approval. Statutes must not be inconsistent with guidelines (section 57). The Council may delegate powers under section 18, but cannot delegate the power to delegate, the power to appoint officers, or the power to make statutes. Any delegation should be by instrument. The Council must also comply with Schedule 1 on meeting procedures: quorum is a majority of members holding office (excluding those on leave of absence) (clause 12(1)); decisions are by majority (clause 12(2)); chairperson has a casting vote (clause 12(4)(b)); resolutions may be passed without a meeting if signed by a majority (clause 13). Acts or decisions are protected from invalidity due to technical defects (clause 16), but good practice requires proper appointments and elections. The University must also ensure that fines imposed under statutes or regulations are recovered as civil debts, and that certificates under section 62 are properly executed. Finally, the Minister may request reports on commercial activities (section 59), and the University should respond promptly. By maintaining robust governance, following approval processes, and keeping full records of Council decisions, conflicts, and commercial activities, the University can achieve compliance with the Act.