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:
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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.
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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.
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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.