Establishes the University of Wollongong as a corporate body, vests governance in a Council (with an Academic Senate, Chancellor and Vice‑Chancellor), and empowers it to teach, research, award degrees and commercialise assets to fund academic functions. It regulates university land and concessional State land, imposes duties and conflict‑of‑interest rules on Council members, requires guidelines, registers and reporting for commercial activity, and gives the Minister specified oversight and approval powers.
This Act establishes and governs the University of Wollongong as a corporate entity, sets out its objects and functions, creates its governing body (the Council) and associated university authorities, and prescribes controls and processes for the University’s property, finances, commercial activities, governance and accountability. The Act gives the Council broad management and financial powers (including to borrow, invest, enter into joint ventures and commercialise university assets) while imposing specified composition, procedural and oversight constraints on the Council and its members. It also creates statutory duties for members of the Council and a formal removal process for breaches of those duties.
Mechanically, the Act:
Constitutes the University as a body corporate named the University of Wollongong and defines its object and principal functions (s 5; s 6(1)-(2));
Establishes the Council as the governing authority with primary control and management of the University’s affairs and specifies minimum and maximum Council size, membership categories, qualifications for members and appointment mechanisms (ss 8A; 8B; 8C; 8D-8H; Schedule 1);
Confers specific property and transaction powers on the Council, including acquisition, leasing, disposal and encumbrance of property, subject to Ministerial approvals for certain disposals of “relevant land” (s 18) and special rules where land is Crown‑vested (s 19);
Authorises commercial functions and broadly permits the University to exploit intellectual property, operate commercial activities and participate in partnerships, trusts, companies and joint ventures, subject to Council Guidelines, a Register of University commercial activities and Ministerial reporting/referral powers (s 6(3); Div 3, Pt 4, ss 21A-21E);
Current sections
Direct links to the current provisions in University of Wollongong 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 University of Wollongong 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 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 10 [1]; 2004 No 115, Sch 10 [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) (Repealed)
(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.
s 4: Am 2014 No 43, Sch 1.10 [1].
5
Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the University of Wollongong.
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, having particular regard to the needs of the Illawarra region,
(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 10 [2]. Am 2014 No 43, Sch 1.10 [2].
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 10 [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 (134), 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 (134), Sch 1 [1].
8A
Council
8A Council
8A 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 (134), 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 (134), 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 (134), 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 (134), 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 (134), 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 (134), 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 (134), 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 the presiding member of the Academic Senate (if the person is not the Vice-Chancellor) or the deputy presiding member of the Academic Senate (if the presiding member is the Vice-Chancellor).
ss 8A–8H: Ins 2012 (134), 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 10 [2]. Am 2005 No 64, Sch 1.47 [1]–[3]; 2005 No 98, Sch 2.71. Subst 2012 (134), 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 (134), 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 3.12 [1].
11
Deputy Chancellors
11 Deputy Chancellors
11 Deputy Chancellors
(1) The Council must elect one or more of its members to be Deputy Chancellors of the University.
(2) Whenever a vacancy in the office of a Deputy Chancellor occurs, the Council must elect one of its members to fill the vacancy. The Council is not required to do so if there is another Deputy Chancellor.
(3) A Deputy Chancellor, unless he or she sooner resigns or is removed from office as a Deputy Chancellor or ceases to be a member of the Council, holds office for 2 years from the date of election and on the conditions (if any) that are prescribed by the by-laws.
(4) 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 or (if more than one) a Deputy Chancellor appointed from time to time by the Council has all the functions of the Chancellor.
(5) No more than one Deputy Chancellor may be appointed under this section at any one time to exercise the functions of the Chancellor.
s 11: Am 2011 No 51, Sch 3.12 [2]. Subst 2017 No 22, Sch 1.30 [1].
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 a 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 a 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 the office of Chancellor or a Deputy Chancellor.
s 11A: Ins 2011 No 51, Sch 3.12 [3]. Am 2017 No 22, Sch 1.30 [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
14
14 (Repealed)
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 10 [4]–[11]; 2004 No 115, Sch 10 [3] [4]; 2014 No 43, Sch 1.10 [4]; 2017 No 22, Sch 1.30 [4] [5]; 2018 No 70, Sch 4.112[1].
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 10 [12]. Am 2004 No 115, Sch 10 [5]–[7]; 2018 No 70, Sch 4.112[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 10 [13]. Am 2018 No 70, Sch 4.112[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 10 [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) and (4), 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) 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.
(6) 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 1.10 [6]–[8]; 2017 No 22, Sch 1.30 [6]; 2017 No 23, Sch 1.9. Subst 2024 No 66, Sch 9.
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 1.10 [9].
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 10 [14]. Am 2014 No 43, Sch 1.10 [10].
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 10 [14]. Am 2014 No 43, Sch 1.10 [11] [12].
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 10 [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 10 [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 10 [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 10 [8].
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 10 [8].
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 10 [8].
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 10 [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
25 Exemption from membership of body corporate
25 Exemption from membership of body corporate
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 .
s 25: Am 2014 No 43, Sch 1.10 [13].
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 1.41 [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, a 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 1994 No 16, Sch 1; 2004 No 115, Sch 10 [9]; 2017 No 22, Sch 1.30 [7].
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), 8B, 8D (2) (c) (i) and (3) (a), 8E (4), 8F, 8G, 9 (1) (c) and (d), 10 (2), 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 1994 No 16, Sch 1. Am 2004 No 115, Sch 10 [10]; 2012 (134), Sch 1 [2] [3]; 2014 No 43, Sch 1.10 [14]–[17].
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 University of Wollongong, as constituted immediately before the repeal of the University of Wollongong Act 1972, is dissolved.
(3) The persons holding office as members of the Council and Deputy Chancellor immediately before the repeal of the University of Wollongong Act 1972 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 (134), 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 10 [16]; 2004 No 115, Sch 10 [11] [12]; 2005 No 64, Sch 1.47 [4]; 2011 No 51, Sch 3.12 [4] [5]; 2012 (134), Sch 1 [5]–[7]; 2017 No 22, Sch 1.30 [8].
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 10 [17]; 2014 No 43, Sch 1.10 [18] [19].
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 10 [13]. Am 2008 No 23, Sch 3.54; 2010 No 19, Sch 3.123 [1] [2]; 2013 No 47, Sch 1.41 [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 10 [18]; 2004 No 115, Sch 10 [14] [15]; 2012 (134), Sch 1 [8]; 2014 No 43, Sch 1.10 [20] [21]; 2017 No 22, Sch 1.30 [9].
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 University of Wollongong 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 University of Wollongong 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 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 10 [1]; 2004 No 115, Sch 10 [1].
Part 2 Constitution and functions of the University
Imposes statutory duties on Council members (Schedule 2A as adopted by s 21F) and creates a statutory removal process for breach of those duties (s 21G);
Prescribes corporate governance mechanics: by‑laws and rules (ss 28-29), funding and investment mechanics (s 16; Schedule 2), delegation powers (s 17) and protections such as limited immunity for acts done in good faith (Schedule 1 cl 5);
Provides reporting and oversight linkages with the Ombudsman, Auditor‑General and NSW Government finance/audit regimes (s 17A; s 17B; note to s 16).
The Act therefore combines a fairly expansive operational remit for the University with a regulatory overlay of membership composition, procedural formality, Ministerial and Governor approvals in specified areas, conflict disclosure rules and audit/oversight obligations. Where the Act creates discretion (for example, to enter into commercial transactions, to invest funds, to make by‑laws and to appoint members), it generally pairs that discretion with prescribed processes (Guidelines, by‑laws, reporting and Ministerial notification or approval in specific circumstances).
The Act’s object clause identifies promotion of scholarship, research, free inquiry and academic excellence as the University’s object and frames other powers (including commercial powers) as means to promote that object (s 6(1)-(3)). The Act explicitly permits commercial exploitation of University resources and IP for the University’s benefit (s 6(3)(a)-(a1)), while requiring the Council to establish Guidelines, maintain a Register of University commercial activities and ensure compliance with those Guidelines (ss 21A-21C). Ministerial oversight exists through powers to request reports (s 21D) and to refer commercial activity matters to the Auditor‑General or as complaints to the Ombudsman (s 21E). The Act also gives the Treasurer limited financial support and stamp duty directions (ss 22; 22A).
For users concerned with who pays and who decides: the Council decides the University’s strategic direction and commercial approvals (s 16(1A)-(1B); s 16(1)), subject in discrete matters to Ministerial or Governor approval (see ss 8B(8), 18(3), 19(5), 28(2), 21G). The Council may borrow and invest (s 16(1)(d)-(e)) and may be advanced funds by the Treasurer on agreed terms (s 22). The Act charges Council members with fiduciary‑style duties (Schedule 2A) and prescribes mechanisms for disclosure (Schedule 2A cl 5) and removal for breach (s 21G).
All statutory references below are to provisions in the text provided.
Main concepts
The Act organises the University around a set of core legal concepts that govern institutional purpose, decision‑making, property, commercialisation, oversight and individual member duties. The main concepts and their statutory anchors are:
Object and functions: The University’s object is to promote scholarship, research, free inquiry and academic excellence "within the limits of the University’s resources" (s 6(1)). Principal functions follow that object (s 6(2)) and include education and research facilities, dissemination of knowledge, public discourse and conferring degrees. The University is expressly authorised to exercise commercial functions to generate revenue for its object (s 6(3)(a), (a1)).
Corporate structure and governance: The University is a body corporate (s 5) with a Council as its governing authority (s 8A(2)). The Council composition is regulated: 11-22 members subject to a Council resolution (s 8B(1)-(2)), categories defined (official, elected, Council appointed, Ministerially appointed,s 8B(3); ss 8D-8H) and minimum expertise requirements for appointed members (financial and commercial expertise,s 8C).
Member categories and appointment mechanics: The Act creates categories of membership (official, elected academic/non‑academic/student/graduate, Council appointed, Ministerially appointed) and sets terms of office limits, maximum consecutive service and rules on reappointment (s 9; Schedule 1 cl 3 references). Ministerial appointments are capped at 2 unless the constitution rules allow up to 6 (s 8G(1)) and the Minister may not appoint serving MPs (s 8G(2)).
Council powers and limits: The Council has control and management of University affairs (s 16(1A)-(1B)), with express powers to approve mission and budgets, monitor risk, enter financial arrangements, invest funds, borrow and participate in joint ventures (s 16(1B)(d)-(f), (1)). These powers operate subject to by‑laws and to limits elsewhere in the Act such as property disposal controls (s 18).
Property, acquisition and disposition: The Council controls land and property vested in the University (s 18(1)), may acquire land (s 18(2)(a)) and dispose of property subject to restrictions. Where land is "relevant land",land acquired from the State at nominal or below‑market value,the Council cannot sell, mortgage, charge or lease without Ministerial approval, subject to limited lease exceptions (s 18(3)-(4)). Land vested in the Crown but used for the University is managed by the Council but remains subject to Ministerial control (s 19).
Commercial activities, Guidelines and Register: The Act defines "University commercial activity" (s 21A) and requires the Council to determine and maintain Guidelines for processes and procedures (s 21B(1)). The Guidelines may mandate feasibility and due diligence, governance arrangements, risk assessments and protocols to avoid conflicts of interest (s 21B(3)(a)-(d), (f)). The Council must keep a Register of commercial activities detailing parties, governance appointments, approvals and material meetings (s 21C(1)).
Accountability and external oversight: The Minister can request reports on commercial activities (s 21D) and may refer such matters to the Auditor‑General or as complaints to the Ombudsman (s 21E). Section 17A confirms that the Ombudsman Act, Government Sector Finance Act and Government Sector Audit Act operate in respect of the University (s 17A).
Duties and removal: Schedule 2A, adopted by s 21F, sets duties for Council members,act in the best interests of the University, act with care and diligence, not misuse position or information, and disclose material interests (Schedule 2A cl 1-4; cl 5). Section 21G prescribes a removal process for breach of those duties, including notice and a two‑thirds majority requirement.
Delegation, by‑laws and rules: The Council may delegate its functions (s 17), make by‑laws subject to Governor approval (s 28(1)-(2)), and empower officers to make rules having the force of by‑laws (s 29). Election rules require consistency with democratic practice and must be made publicly available (s 29(1A)-(1C)).
Protections and immunities: Members and persons acting under Council direction are protected from personal liability for acts done or omitted in good faith in executing the Act (Schedule 1 cl 5). Investment provisions and funds management mechanics are set out in Schedule 2, including ability to appoint funds managers (Sch 2 cl 2A) and to establish investment common funds (Sch 2 cl 3).
These concepts interlock: the Act gives the Council substantive authority to run academic and commercial operations while requiring institutional checks (Guidelines, Register), ministerial and gubernatorial consent in enumerated areas, statutory duties and disclosure obligations for Council members, and external audit and complaint avenues.
Who it affects
The Act affects multiple groups in concrete, legally defined ways. Who pays, who decides and whose behaviour changes are specified in the statute.
Primary actors:
The University of Wollongong (the corporate body created by the Act) is the principal subject, with rights and obligations to promote scholarship and to exercise the functions set out in s 6. The University decides operational matters through its Council (s 8A(2); s 16).
The Council is the governing authority and principal decision‑maker for the University’s affairs (s 8A(2); s 16(1A)). Council members,official, elected, Council appointed and Ministerially appointed,are affected in relation to qualifications, terms, duties, disclosure obligations and potential removal (ss 8B-8H; s 9; Schedule 2A; s 21G). The Chancellor, Vice‑Chancellor and Academic Senate officials are named roles with particular functions (ss 10-12; s 15).
Students, graduates and staff are affected as members of the University community eligible for representation on the Council (ss 4; 8D; 8E), for access to facilities (s 7), for protection against religious or political discrimination (s 24), and for exemption from membership of the body corporate on grounds of conscience (s 25).
External persons are specifically engaged as a category for Council membership (s 8B(6)); external persons must form the majority of members excluding official members. External graduates may be appointed/elected as Council members (s 8E).
The Minister and Treasurer of the State are affected as actors with appointment and oversight powers: the Minister may appoint up to 2 (or more if constitution rules provide) Ministerially appointed members (s 8G(1)), must be notified of Council size resolutions (s 8B(8)), must approve certain disposals or transfers of land (s 18(3); s 21(1)), may request reports on commercial activities (s 21D) and may refer commercial matters to the Auditor‑General or Ombudsman (s 21E). The Treasurer can advance funds to the Council (s 22) and direct stamp duty exemptions (s 22A).
Controlled entities and their governing bodies: Controlled entities in which the University has an interest are within the Council’s remit; the Council must ensure they do not act beyond the University’s statutory authorisation unless permitted by the Minister (s 16A(1)-(2)). The Council must, as far as reasonably practicable, ensure governing bodies possess necessary expertise, include some non‑staff/non‑Council members, adopt governance principles and hold measurable business strategies (s 16A(5A)).
The Auditor‑General and Ombudsman: Statutory avenues exist for referral and investigation in relation to University commercial activities (s 21E). Section 17A confirms these agencies’ statutory regimes apply to the University.
Third parties (partners, joint venture parties, lessees, lenders, funds managers): The University may enter into partnerships, joint ventures, leases and borrowings (s 16(1)(d)-(f); s 18). Third parties contracting with the University become parties recorded in the Register of University commercial activities (s 21C(1)(b)). The Treasurer may exempt specified persons from stamp duty for borrowing/investment related matters (s 22A(2)).
Who pays:
The University pays for its operations and commercial investments from its funds; it may borrow (s 16(1)(d)) and the Treasurer may advance temporary funds (s 22). Where land is acquired by the Minister under s 20, the University must make provision satisfactory to the Minister for payment of the purchase price or compensation (s 20(2)(b)).
Individuals are not personally liable for acts done or omitted in good faith on behalf of the University (Schedule 1 cl 5), although members with material interests must disclose and may be excluded from deliberation or decision (Schedule 2A cl 5(4)-(5)).
Decision‑makers:
The Council decides the University’s strategic direction, budgets, approval of significant commercial activities, appointment of Vice‑Chancellor and senior staff, and makes by‑laws and rules subject to Governor approval where required (s 16(1B)(d), (g); ss 28-29).
The Minister decides on specified approvals and appointments, can request reports, and can refer commercial matters to audit/ombudsman (s 8G; ss 21B-21E; s 20).
The Governor approves by‑laws (s 28(2)) and is the Visitor with ceremonial functions only (s 13).
Behavioural changes the Act expects:
Council members must adopt and follow Guidelines on commercial activities and ensure conflicts protocols are in place (s 21B(3)(d), (f); Schedule 2A cl 5).
The Council must keep a Register of commercial activities with detailed entries and comply with Ministerial requests for copies of the Register (s 21C(1)-(3)).
Controlled entities must be governed with documented strategies and appropriate expertise, and the Council must establish reporting protocols (s 16A(5A)).
The Council must include a report on implementation of Auditor‑General or Ombudsman recommendations in its annual report (s 17B).
Election rules must be consistent with democratic practice and published promptly (s 29(1B)-(1C)).
The Act thus imposes obligations and duties across institutional actors (Council, University officers), state actors (Minister, Treasurer), external stakeholders and third parties contracting with the University.
Key duties and rights
The Act creates a formal set of duties for Council members, and sets out rights and powers for the Council, the University and various state actors. The principal duties and rights are as follows, grounded in the statute.
Statutory duties of Council members:
Schedule 2A (adopted by s 21F) sets out discrete duties:
Duty to act in the best interests of the University and for a proper purpose (Schedule 2A cl 1(a)-(b));
Duty to exercise care and diligence, acting honestly and with reasonable care in performing functions (Schedule 2A cl 2);
Duty not to improperly use position to gain advantage or cause detriment (Schedule 2A cl 3);
Duty not to improperly use information acquired by reason of position to gain advantage or cause detriment (Schedule 2A cl 4);
Duty to disclose material interests before deliberation where a conflict appears to arise (Schedule 2A cl 5(1)) and to record particulars in a book kept for that purpose which must be open to inspection on payment of a fee (Schedule 2A cl 5(3)). Following disclosure, the member must not be present at deliberations or participate in decisions on that matter unless the Council otherwise determines (Schedule 2A cl 5(4)-(5)).
Removal for breach of these duties is governed by s 21G. Removal requires notice (including notice of the motion), a reasonable opportunity to reply and a two‑thirds majority of the total Council membership at a meeting (s 21G(1)-(4)).
Rights and powers of Council members and the Council:
The Council is the governing authority and has powers to act for and on behalf of the University in exercising its functions, to manage the University’s affairs, and to act in ways it considers best to promote the University’s object and interests (s 16(1A)(a)-(c)).
The Council's statutory powers include:
Approving mission, strategic direction, annual budget and business plan (s 16(1B)(d));
Monitoring performance of the Vice‑Chancellor and oversight of academic activities (s 16(1B)(a), (c));
Approving systems of control and accountability and significant University commercial activities (s 16(1B)(f) and (g));
Borrowing, investing, establishing or participating in partnerships, trusts, companies and joint ventures, establishing branches, giving loans/grants to students, imposing fees/charges and raising funds (s 16(1) and (1)(a)-(j));
Delegating functions subject to limits (s 17).
The Council may make by‑laws not inconsistent with the Act on a wide range of internal governance and academic matters (s 28(1)); by‑laws require Governor approval (s 28(2)). The Council may also make rules or empower officers to make rules, and rules have the same force as by‑laws (s 29(1)-(2)).
Rights and obligations of other actors:
The Minister has appointment and oversight powers: may appoint Ministerially appointed members (s 8G(1)), may be provided notice of Council resolutions under s 8B(8), may request reports on University commercial activities (s 21D), and may refer commercial activities to the Auditor‑General or Ombudsman for investigation (s 21E).
Treasurer may advance temporary funds to the Council (s 22) and may direct stamp duty exemptions in respect of borrowing or investment related matters (s 22A(1)-(2)).
The Governor retains the role of Visitor with ceremonial functions only and must approve by‑laws (s 13; s 28(2)).
Members of the University (students, graduates, staff) have statutory protections: they cannot be denied admission or office on grounds of religious or political views (s 24) and may be exempted from compulsory membership of the body corporate on grounds of conscience (s 25).
Other key rights and duties:
The Council must determine and maintain Guidelines for University commercial activities and ensure compliance (s 21B(1), (4)). The Guidelines may prescribe due diligence, governance, risk assessment and conflict avoidance (s 21B(3)(a)-(d), (f)).
The Council must maintain a Register of University commercial activities, with specified entries (s 21C(1)) and must provide copies of the Register to the Minister on request (s 21C(3)).
The Council must include in its annual report information on action taken to implement recommendations made by the Ombudsman or Auditor‑General concerning the Council or University (s 17B).
Controlled entities: the Council must ensure that controlled entities do not exercise functions the University is not authorised to undertake, unless the Minister permits (s 16A(1)-(2)). The Council must ensure, as far as reasonably practicable, that such entities have governing bodies with appropriate expertise, include non‑staff/non‑Council members where possible, adopt governance principles and keep updated corporate strategies and reporting protocols (s 16A(5A)).
Protections and limitations:
A person acting in good faith under the direction of the University or Council is not personally liable for acts done or omitted to be done in execution of the Act (Schedule 1 cl 5).
By‑laws require Governor approval before taking effect (s 28(2)), and election rules must be consistent with sound and democratic practices and be made readily available to the public (s 29(1B)-(1C)).
Together these duties and rights define an architecture: the Council has significant autonomy and statutory powers to operate the University and engage commercially, but individual Council members bear statutory duties and are subject to disclosure obligations and removal for breach, and the Council’s commercial activities are subject to internal Guidelines, a public Register and Ministerial/Auditor‑General/Ombudsman oversight mechanisms.
Penalties and enforcement
The Act does not create a catalogue of criminal penalties or pecuniary fines for general governance failures; rather it establishes civil and administrative enforcement mechanisms, removal powers, reporting requirements, administrative oversight and statutory processes for accountability. Enforcement mechanisms and consequences are primarily internal (Council discipline and removal), administrative (Ministerial referrals and oversight), and external audit/inspection (Auditor‑General/Ombudsman, statute‑based oversight regimes). Specific enforcement features in the statute include:
Removal and internal discipline:
Removal of Council members for breach of duties: Section 21G empowers the Council to remove a member for breach of a duty set out in Schedule 2A. Removal requires notice of the motion, opportunity to reply, and success of a two‑thirds majority of the total Council membership at a meeting (s 21G(1)-(4)). Subsection (6) confirms that removal of a member by the Council for breach of duty may only occur under s 21G; the Act therefore centralises removal on this process.
Removal of Chancellor or Deputy Chancellor by no confidence: Section 11A permits the Council to remove the Chancellor or a Deputy Chancellor by a no confidence motion "if it considers it in the best interests of the University to do so." Removal requires at least a two‑thirds majority of the total Council membership at two consecutive ordinary meetings (s 11A(1)-(2)). Section 11A(3) expressly allows removal under s 11A despite s 21G(6) and "without the need to establish any breach of duty," making this a political mechanism separate from the Schedule 2A breach pathway.
Administrative oversight, audit and complaint pathways:
Ministerial request and referral powers: The Minister may request reports from the Council on University commercial activities (s 21D). The Minister may refer commercial activities or aspects of them to the Auditor‑General for investigation and report or to the Ombudsman as a complaint (s 21E). These referrals can trigger external investigative processes with their own enforcement consequences under the Government Sector Audit Act, Government Sector Finance Act and Ombudsman Act, which the Act confirms operate in relation to the University (s 17A).
Annual reporting on implementation of recommendations: Section 17B requires the Council to include in its annual report a statement as to any action taken to implement recommendations made in reports of the Ombudsman or Auditor‑General concerning the Council or University. This creates an ongoing public accountability linkage and a reporting obligation enforceable by the usual compliance and transparency expectations attached to annual reporting statutes.
Statutory restrictions and approvals with enforcement significance:
Restrictions on disposal of relevant land: Section 18(3) prohibits sale, mortgage, charge or lease of relevant land without the Minister’s approval. Transactions that contravene this prohibition would be inconsistent with the Act, exposing the Council and University to legal challenge and administrative direction; the Act also sets out limited exceptions for leasing (s 18(4)).
Controlled entities: Section 16A(1) requires the Council to ensure controlled entities do not act beyond the authority conferred on the University, except with Minister permission under s 16A(2). Non‑compliance could produce regulatory intervention, Ministerial direction or audit findings.
By‑laws approval and rules: By‑laws have no effect unless approved by the Governor (s 28(2)). Rules have the same force and effect as by‑laws (s 29(2)(a)). Failure to obtain Governor approval where required could render a by‑law ineffective; similarly, procedural irregularities in elections may trigger challenges because election rules must be consistent with sound democratic practice (s 29(1B)).
Liability and immunities:
Immunity for good faith acts: Schedule 1 cl 5 protects members of the Council and persons acting under the direction of the University from personal action, liability, claim or demand for acts or omissions done in good faith for the purpose of executing the Act. This is a statutory limitation on civil suits against individuals for acts within the scope of their council functions where done in good faith.
Practical enforcement implications:
The Act channels most enforcement into governance remedies (removal, reporting, audit referral) rather than criminal sanctions. It relies on Ministerial oversight, Auditor‑General/Ombudsman investigative functions and public reporting to discipline institutional conduct.
Where statutory approvals are required (e.g., sale of relevant land, Governor approval of by‑laws), the Act creates legal preconditions that can be enforced through judicial review and other administrative law remedies if breached; the text itself, however, sets out only the approvals and reporting mechanisms rather than express penalties.
The two‑thirds voting thresholds for key decisions (Council size resolution s 8B(2), by‑law making certain rules s 8B(5), removal of members s 21G(3) and removal of Chancellor/Deputy s 11A(2)) are procedural enforcement devices that raise the governance bar for major actions.
In sum, enforcement under the Act is largely administrative and governance based: removal for duty breach, Ministerial oversight and audit/ombudsman referrals, and statutory preconditions whose breach would attract remedial or review measures rather than statutory fines in the Act itself.
How it interacts with other laws
The Act explicitly cross‑references and preserves the operation of several other statutes and creates linkages that affect administrative, financial and procedural regimes.
Explicit statutory interactions:
Ombudsman Act 1974 and Auditor/Oversight laws: 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 in respect of the University or the Council. That means the University is within the scope of those oversight and financial reporting regimes and subject to their investigatory and audit processes.
Referral pathway to Auditor‑General and Ombudsman: Section 21E authorises the Minister to refer University commercial activities or aspects of them to the Auditor‑General or as a complaint to the Ombudsman, creating a direct interface with those statutes’ investigative functions.
Public Works and Land acquisition: Section 20 interacts with the Land Acquisition (Just Terms Compensation) Act 1991 by requiring compulsory acquisitions under that Act for the purposes of this Act. Section 20(3) treats such acquisitions as "authorised work" under the Public Works Act 1912 and names the Minister as Constructing Authority for that work, while also disapplying certain sections of the Public Works Act for works constructed under s 20 (s 20(4)).
Environmental Planning and Assessment Act 1979: Section 18(4)(c) permits the Council to enter into planning agreements under s 7.4 of the Environmental Planning and Assessment Act 1979, provided the agreement does not require dedication of relevant land free of cost, creating an interface with NSW planning law for certain land dealings.
Duties/Stamp duty legislation: Section 21(2)(a)-(b) disapplies stamp duty and registration fees for transfers/conveyances to the University made under s 21(1). Section 22A creates a general exemption from duty under the Duties Act 1997 for the University or Council in relation to borrowing and investments under the Act, subject to Treasurer direction. The Treasurer can also exempt other specified persons (s 22A(2)). These clauses change the tax registration and duty consequences for transactions under the Act.
Corporations Act: Schedule 1 cl 2(f) (vacation of office) includes disqualification from managing corporations under Part 2D.6 of the Corporations Act 2001 as a ground for vacating office, thereby importing federal director disqualification law into eligibility for Council office.
Interpretation Act 1987: Section 3(1) notes the Interpretation Act contains definitions and other provisions affecting interpretation and application of this Act. Schedule 2A also references the Interpretation Act for "de facto partner" definition (Schedule 2A cl 5 note).
Government financial reporting: The note to s 16 highlights Division 7.3 of the Government Sector Finance Act 2018 regulates annual reporting information to Parliament by the Council, indicating that the University’s annual reporting obligations to Parliament are governed by that Act as applicable.
Operational cross‑dependencies and practical effects:
Because the Ombudsman Act, Government Sector Audit Act and Government Sector Finance Act operate in respect of the University (s 17A), external audit and investigative findings under those Acts must be considered by the Council and reported in its annual report per s 17B. That creates a statutory loop: recommendations from those agencies feed into the Council’s public reporting obligations.
The Act’s limitations on disposal of "relevant land" (s 18) and the power for the Minister to transfer Crown‑vested land to the University subject to trusts and conditions (s 21) mean land transfers and encumbrances will frequently engage Crown land, planning and property law regimes, including stamp duties and public works processes (ss 18, 20, 21).
Controlled entities are defined by reference to the Government Sector Finance Act 2018 (s 16A(6)), tying corporate group definitions and financial arrangements of controlled entities to the State’s financial framework and potentially to consolidated reporting requirements.
By‑laws require Governor approval (s 28(2)), so internal rule‑making is not solely an internal matter; it interacts with executive processes at the state level.
Election rules must adhere to sound democratic practices (s 29(1B)), which may import administrative law reviewability where electoral processes are challenged.
What the Act does not change explicitly:
The Act does not purport to displace the operation of other statute‑based rights to judicial review, access to courts, or other general administrative law remedies. It does not create private rights of action for breach of Schedule 2A duties; enforcement is through the internal removal mechanism in s 21G and external oversight via Auditor‑General/Ombudsman referrals, but the text does not eliminate other legal remedies practitioners might pursue under general law.
Overall, the Act is drafted to operate within the existing NSW statutory framework for public bodies and to link university governance with state audit, financial reporting and administrative oversight systems. Where it authorises commercial or corporate activity, it preserves the interaction with corporate law and land/registration regimes through express references and exemptions.
Amendment history
The Act’s marginal annotations indicate multiple amendments over time. The text supplied contains the statutory notes for several amendments and insertions. The key amendment signals in the text are as follows; each statement below is grounded in the amendment notes attached to the respective sections.
2001 amendments (Universities Legislation Amendment (Financial and Other Powers) Act 2001): Several provisions were substituted or inserted in 2001. Section 6 was substituted (see note at s 6 “Subst 2001 No 101, Sch 10 [2]”), expanding the University’s functions and explicitly creating the commercial functions regime in later Division 3 (pt 4, div 3 was inserted 2001 No 101, Sch 10 [14] and Schedule 2 amendments). Schedule 2 was amended in 2001 (Sch 2 notes). Section 3’s amendments include 2001 No 101 (s 3: Am 2001 No 101, Sch 10 [1]).
2004 amendments (University Legislation Amendment Act 2004): The Act was amended to insert Part 4A duties of Council members (ss 21F, 21G) and Schedule 2A (see heading "pt 4A (ss 21F, 21G): Ins 2004 No 115, Sch 10 [8]" and Schedule 2A note "sch 2A: Ins 2004 No 115, Sch 10 [13]"). Section 3 also records 2004 No 115 amendments.
2005 amendments: Section 9 notes amendments in 2005 (s 9: Am 2005 No 64, Sch 1.47 [1]-[3]; 2005 No 98, Sch 2.71), affecting terms of office and related provisions.
2011 and 2012 amendments (Universities Governing Bodies Act or related changes): The insertion of Division 1 of Part 3 (ss 8A-8H), Schedule 1 updates and other governance restructures are annotated as "Ins 2012 (134), Sch 1 [1]" and multiple Schedule 1 revisions cite 2012. The Act notes a governing body resolution dated 2 December 2011 in Schedule 3 cl 14 referring to adoption of standard governing body provisions under the Universities Governing Bodies Act 2011.
2013 amendment: Section 27 (seal) was amended in 2013 (s 27: Am 2013 No 47, Sch 1.41 [1]) and Schedule 2A also records amendments in 2013 (sch 2A Am 2013 No 47, Sch 1.41 [2]).
2014 amendments (Universities Legislation Amendment (Regulatory Reforms) Act 2014): The text records multiple 2014 amendments affecting s 4, s 6, s 16, s 18 and Schedule 2, and provides savings for existing Guidelines (Schedule 3 cl 15). For example, s 4 was amended (s 4: Am 2014 No 43, Sch 1.10 [1]); s 6(3) was amended (s 6: Am 2014 No 43, Sch 1.10 [2]); s 16 saw amendments (s 16: Am 2014 No 43, Sch 1.10 [4]); s 18 was substituted in part by 2014 amendments (notes at s 18). Schedule 3 cl 15 preserves previous Guidelines determined under s 21B as continuing instruments.
2017 amendments (Statute Law (Miscellaneous Provisions) Act 2017 or related): Several amendments are noted in 2017 (e.g., s 11: Subst 2017 No 22, Sch 1.30 [1]; s 11A Ins 2011 No 51 and amended 2017 No 22 Sch 1.30 [2] [3]; s 16: Am 2017 No 22, Sch 1.30 [4] [5]; s 18 notes 2017 No 22 Sch 1.30 [6]; Schedule 3 cl 19 references the Statute Law (Miscellaneous Provisions) Act 2017 as not affecting existing acts/arrangements).
2018 amendments: Section 16 references the Government Sector Finance Act 2018 in a note and s 16A was amended in 2018 (s 16A: Am 2018 No 70, Sch 4.112[2]). Section 17A was amended 2018 No 70 Sch 4.112[3] to confirm operation of specified Acts.
2024 substitution: Section 18 shows a recent substitution: "Subst 2024 No 66, Sch 9." This indicates that s 18’s current form (including the definition of "relevant land" and dealing with acquisition and disposition) was substituted in 2024.
The Schedule and transitional provisions also preserve and validate prior arrangements, investments and delegations. Schedule 3 contains multiple savings and transitional clauses (e.g., cl 11 on investment powers, cl 12 validation, cl 13 provisions consequent on the 2004 amendment, cl 14 adoption of standard governing body provisions, and cl 15 preservation of Guidelines). The frequent marginal notes show iterative adjustments to governance, duties, commercial controls, and investment powers over time.
Practitioners should treat the marginal amendment notes as the authoritative pointers within the statute text supplied; the Act has clearly been updated multiple times to add statutory duties, commercial activity controls, modern governance norms (e.g., external membership majorities, expertise requirements), and alignment with broader public sector finance and audit laws.
Litigation history
The text of the Act, as supplied, does not cite or summarise any judicial decisions or litigation history. No case law is named in the statute text or in its schedules and notes. The Act therefore contains no in‑text references to litigation interpreting its provisions.
That said, the Act creates multiple statutory mechanisms and decision points that are likely to be litigated or subjected to administrative review in practice, and which practitioners should note as potential sources of dispute:
Removal and procedural fairness claims: Section 21G prescribes a Council removal process for breach of duty. Because s 21G requires notice and an opportunity to reply but leaves substantive evaluation to the Council, disputes could arise about whether removal complied with the statutory procedure, whether the Council correctly applied Schedule 2A duties, and whether procedural fairness or natural justice obligations (inherent in public law) were satisfied. Section 11A creates a separate political removal mechanism for Chancellor/Deputy requiring two‑thirds support at two consecutive ordinary meetings; judicial review could conceivably arise over the validity of removals under either pathway if statutory process was not followed.
Ministerial approval and property transactions: Section 18(3) prohibits sale/mortgage/charge/lease of "relevant land" without Ministerial approval. Challenges could arise where the University proceeds with transactions that the Minister later contests as beyond the Council’s authority or where the categorisation of land as "relevant land" is disputed. Similarly, s 19(5) makes the Council subject to Ministerial control where land is Crown‑vested and used by the University, which may provoke legal challenge if the Council and Minister disagree on the scope of control or on whether a proposed lease requires Ministerial approval (s 19(4)).
Commercial activities, Guidelines and Ministerial referrals: The Council’s commercial activities are subject to Council Guidelines and a Register (ss 21B-21C). The Minister has reporting and referral powers (ss 21D-21E). Litigation or review could follow from disputes about compliance with Guidelines, the adequacy of Register entries, or the Minister’s exercise of referral powers to the Auditor‑General or Ombudsman.
By‑laws, election rules and governance: Section 28(2) requires Governor approval of by‑laws; s 29 requires election rules to be consistent with democratic practice and mandates their publication. Challengeable conduct could include invalid by‑laws, flawed election rules or election processes that allegedly infringe the statutory standards or by‑laws.
Delegation and delegation scope: The Council may delegate functions (s 17), and the Vice‑Chancellor may sub‑delegate in certain circumstances (s 17(2)). Litigation may arise over whether a particular decision was validly delegated or whether a delegate exceeded their authority.
Interaction with external oversight regimes: The Act expressly preserves the operation of the Ombudsman Act, Government Sector Finance Act and Government Sector Audit Act (s 17A). Disputes could flow from audit reports, Ombudsman findings or from challenges to the adequacy of the University’s responses as required by s 17B.
Because the Act itself does not record litigated questions, practitioners must look to case law and administrative decisions external to the statute to understand how courts or tribunals have treated removals, Ministerial directions, the limits of commercial activity, the scope of duties in Schedule 2A, and conflicts of interest. In the absence of case citations in the text, the statute establishes the legal hooks,procedural thresholds, reporting obligations and external oversight,that will give rise to litigation in practice where stakeholders or the State exercise their statutory powers or enforce statutory constraints.
Gotchas
This Act contains several drafting choices and procedural requirements that can catch practitioners and governing bodies if overlooked. The following are concrete technical points to watch, each cited to the relevant provision.
“Relevant land” disposal restrictions and lease exceptions (s 18):
The Council is barred from selling, mortgaging, charging or leasing "relevant land" without Ministerial approval (s 18(3)). "Relevant land" is defined as land acquired from the State at nominal or less than market value (s 18(6)). If your legal team assumes the Council may freely deal with all University land, that is incorrect for land acquired from the State under favourable terms.
There are express lease exceptions: the Council may lease relevant land for up to 21 years without Ministerial approval if satisfied the lease is consistent with the University’s object/functions; and may lease for up to 99 years for utilities infrastructure or services (s 18(4)(a)-(b)). These carve‑outs are specific and narrow; seeking to rely on them carelessly risks non‑compliance.
Ministerial control over Crown‑vested land (s 19):
Where University property is vested in the Crown, the Council has control and management (s 19(1)) but remains subject to the Minister (s 19(5)). The Council may lease Crown‑vested land only "on behalf of" the Crown and such leases must not exceed 21 years without Ministerial approval, and must contain non‑assignment conditions (s 19(3)-(4)). Practitioners negotiating leases on Crown‑vested land need to ensure Ministerial engagement and that leases comply with s 19(4) conditions.
By‑laws require Governor approval and rules have the force of by‑laws (ss 28-29):
By‑laws have "no effect unless … approved by the Governor" (s 28(2)). A Council by‑law enacted but lacking Governor approval is ineffective. Rules empowered by by‑laws have the same force as by‑laws (s 29(2)(a)) , but only the Council may be empowered to make certain election rules (s 29(1A)). Ensure required steps for Governor approval and public availability are followed.
Election rules public and democratic standard (s 29(1B)-(1C)):
Election rules must be "consistent with sound and democratic electoral practices" and must be made readily available to the public as soon as practicable after they are made (s 29(1B)-(1C)). Failure to publish election rules or to adhere to democratic standards can lead to procedural challenges to elections.
Disclosure entries open for inspection and fee (Schedule 2A cl 5(3)):
Particulars of disclosure of material interests must be recorded "in a book" and that book must be open for inspection by any person on payment of a reasonable fee determined by the Council (Schedule 2A cl 5(3)). This creates a public transparency requirement; practitioners must ensure disclosure records are properly kept and made available under the Council’s published fee schedule.
Contraventions of disclosure rules do not invalidate Council decisions (Schedule 2A cl 5(6)):
Clause 5(6) states that contravention of the disclosure clause does not invalidate any decision of the Council. That is a double‑edged provision: failure to comply with disclosure obligations does not automatically unwind decisions, but it exposes members to removal and reputational/audit risk. Remedies against decisions are thus not automatic.
Immunity for good faith acts (Schedule 1 cl 5):
Members and persons acting under direction are not personally liable for acts or omissions done "in good faith" for the purpose of executing the Act. This limits civil exposure but does not absolve acts outside the scope of authority or dishonest conduct. The "good faith" threshold can be contested, so internal compliance remains important.
Two‑thirds thresholds and majority external members (ss 8B(2), (5), (6); Schedule 1 cl 8):
Several important Council actions require super‑majorities: determining total number of members (two‑thirds,s 8B(2)), making constitution rules (s 8B(5)), and removal of members (s 21G(3)). Also, the majority of total Council members (excluding official members) must be external persons (s 8B(6)). Composition and voting thresholds can frustrate quick changes, and failing to observe these thresholds may render decisions procedurally defective.
Chancellor removal mechanism distinct from s 21G (s 11A):
Section 11A allows removal of the Chancellor or Deputy Chancellor by a no confidence motion supported by two‑thirds at two consecutive ordinary meetings and expressly applies "despite section 21G(6)" and "without the need to establish any breach of duty" (s 11A(3)). That creates an alternative political removal path separate from duty‑breach procedures; practitioners should note the distinct evidentiary and procedural implications.
Controlled entities constraint and Ministerial permission (s 16A):
The Council must ensure controlled entities do not exercise functions the University is not authorised to do unless permitted by the Minister (s 16A(1)-(2)). The Governor may make regulations exempting this constraint for classes of functions (s 16A(3)). When establishing subsidiaries, careful legal structuring and consideration of Ministerial permissions are required.
Stamp duty exemption subject to Treasurer direction (s 22A):
The default is an exemption from duty for borrowing/investment matters unless the Treasurer otherwise directs (s 22A(1)); the Treasurer can also exempt other persons by direction (s 22A(2)). Relying on an exemption without confirming any Treasurer direction risks an unexpected duty liability.
Register of University commercial activities and Minister access (s 21C):
The Register must include meetings where compliance was considered/approved (s 21C(1)(d)). The Minister may request a copy of the Register or extracts and the Council must comply (s 21C(3)). The register entries become a source of official record and potential audit scrutiny.
Transitional and saving provisions preserve prior arrangements (Schedule 3):
Various transitional provisions preserve existing by‑laws, investments and delegations pending formal ratification (Schedule 3 cl 5, cl 6, cl 8). Practitioners should check whether historical delegations or by‑laws require updating or re‑approval under the current Act.
These "gotchas" are concrete statutory traps: approvals, thresholds, publication duties and record keeping are enforceable obligations and absence of statutory penalties for non‑compliance does not mean absence of risk. Administrative or judicial review, audit findings and reputational consequences follow from failing to observe these provisions.
How to comply
Compliance under this Act requires a package of legal, governance, administrative and record‑keeping measures. The following practical checklist, organised to align with statutory hooks, sets out the key compliance tasks grounded in the Act.
Council composition and appointment processes (ss 8A-8H; s 9):
Ensure Council membership numbers are within the 11-22 range (s 8B(1)) and any change to the total number is passed by a two
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) (Repealed)
(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.
s 4: Am 2014 No 43, Sch 1.10 [1].
5 Incorporation of University
5 Incorporation of University
5 Incorporation of University
The University is a body corporate under the name of the University of Wollongong.
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, having particular regard to the needs of the Illawarra region,
(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 10 [2]. Am 2014 No 43, Sch 1.10 [2].
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 10 [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 (134), 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 (134), Sch 1 [1].
8A Council
8A Council
8A 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 (134), 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 (134), 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 (134), 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 (134), 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 (134), 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 (134), 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 (134), 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 the presiding member of the Academic Senate (if the person is not the Vice-Chancellor) or the deputy presiding member of the Academic Senate (if the presiding member is the Vice-Chancellor).
ss 8A–8H: Ins 2012 (134), 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 10 [2]. Am 2005 No 64, Sch 1.47 [1]–[3]; 2005 No 98, Sch 2.71. Subst 2012 (134), 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 (134), 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.
This is an opening excerpt, not the complete document.