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TERTIARY EDUCATION FACILITIES MANAGEMENT
ASSOCIATION INCORPORATED

NOTICE OF SPECIAL GENERAL MEETING

Date: Monday 12th October – Tuesday 13th October

Time: 1.00pm AEST 12/10/2026 until 1.00pm AEST 13/10/2026

Venue / Platform: Online link to be provided

Date of Notice: Thursday 10th September 2026

Notice is hereby given that a Special General Meeting of the Tertiary Education Facilities Management Association Incorporated (TEFMA) will be held between 1.00pm AEST on Monday 12th October 2026 until 1.00pm on Tuesday 13th October 2026 for the purpose of considering the resolutions set out in this Notice.  The voting process will be held online for a duration of 24 hours.

Purpose of the meeting

The Board is proposing that TEFMA transition from its present legal structure as an incorporated association in New South Wales to a company limited by guarantee, to be known as TEFMA Ltd. Members are being asked to approve the transition and the proposed constitution that will govern the new structure.

Why the Board is recommending the change

The Board considers that a company limited by guarantee is now a more appropriate legal and governance structure for TEFMA. The principal reasons include:

• Improved governance and accountability under the Corporations Act 2001, with a nationally recognised corporate governance framework applying to the company and its directors.
• A structure better suited to TEFMA’s scale, national reach, assets and ongoing operations than a State-based incorporated association.
• Clearer and more comprehensive governance arrangements in the proposed constitution, including director eligibility and terms, Board procedures, conflicts of interest, member meetings, voting, financial management, indemnities and insurance.
• Greater flexibility for member participation through contemporary meeting and voting arrangements, including physical, hybrid and virtual meetings and direct voting.
• Alignment with NSW Fair Trading’s policy approach to larger associations. Fair Trading describes incorporated associations as a structure for small-scale, non-profit and non-commercial activities. Its published financial-threshold policy identifies $2 million in current assets (along with $5 million in income or total assets) as an indicator that an association’s activities may no longer be small-scale. The Board considers this policy direction supports TEFMA moving to a company limited by guarantee as its scale and assets grow.
• A company limited by guarantee provides a national corporate structure regulated under Commonwealth law rather than an incorporated association structure principally regulated in New South Wales.

Resolutions 

Special Resolution 1 — Migration to a company limited by guarantee

That the members approve the migration of the Tertiary Education Facilities Management Association Incorporated from its current structure as an incorporated association in New South Wales to a company limited by guarantee to be known as TEFMA Ltd, and authorise the Board to take all steps reasonably necessary to establish and implement the new company structure.

The proposed migration is intended to preserve TEFMA’s core purposes, activities and Institutional Member voting model while moving the organisation to a governance framework appropriate to its present scale and future operations.

Special Resolution 2 — Approval of the Constitution of TEFMA Ltd

That, subject to Special Resolution 1 being passed, the members approve and adopt the proposed Constitution of TEFMA Ltd in the form circulated with this Notice as the Constitution to govern TEFMA Ltd following its establishment as a company limited by guarantee.

A copy of the proposed Constitution, the current Constitution, the proposed By Laws, the Special General Meeting proxy form and a Member Guide summarising the key differences between the 2020 Constitution and the proposed Constitution accompany this Notice.