Leadership for change is key to universities finding new ways to meet the needs of their future students. This chapter describes an innovative framework for leadership capacity development which has been implemented in a number of Australian universities. The framework, underpinned by a distributive approach to leadership, prepares a new generation of leaders for formal positions of leadership in all aspects of teaching and learning. The faculty scholars implemented projects, including a number of them using innovative technologies, to establish strategic change within their faculties. They shared their outcomes annually through national roundtables, which focussed on methods for improving assessment practice. Five critical factors for success are discussed including implemenation of strategic faculty-based projects; formal leadership training and related activities; opportunities for dialog about leadership practice and experiences; and activities that expanded current professional networks. The model can be adapted to have a specific focus on leadership for e-Learning, and some examples of faculty based strategic initiatives are described.