Signature Authority Policy Memo
|Division of Business & Finance, Controller's Office|
|July 1, 2010|
This policy provides guidelines for the appropriate delegation of signature and approval authority for all contracts and grants entered into by the University of the Pacific. The proper authority for execution of binding contracts, grants, and memoranda of understanding with external entities is mandatory to minimize financial, legal, operational, compliance-related risks for the benefit of the institution. In addition, this policy outlines the University's standard contract and grants language for key provisions of legal agreements.
This policy is supplemented by University-wide procedures and forms related to specific types of contracts and grants as appropriate.
II. Scope and Exclusions
The signature authority levels in this policy identify minimum review and approval processes, but in no way relieve any academic or administrative department from ensuring that any unusual or unique agreements are properly reviewed and authorized by appropriate levels of University administration.
This policy applies to all University of the Pacific employees (i.e., staff, faculty, administrative officers and student employees) whether full-time or part-time. Independent contractors and consultants do not have the authority to bind the institution. An employee who signs a contractual or grant commitment that he or she is not authorized to sign can be held personally liable for the commitment as he or she will have acted outside the scope of his or her authority as an employee.
III. Policy Overview
Given the extensive variety of contracts and grants required in the normal course of University business, determination of appropriate signature authority and related requirements can be complex. All University employees should be aware that the authority to execute contracts and grants depends on the nature and complexity of the agreement, appropriate consultation with other units impacted by the agreement, and appropriate signature authority.
The broad categories of contracts and grants below are governed by this policy, and are summarized below and on the Signature Authority home page.
|III.||Research Grants & Sponsored Programs|
|V.||Charitable Contributions, Marketing, and Sponsorship Agreements|
|VI.||Government Funded Financial Aid|
Please refer to the online policies in order to determine the final signature authority for each type of grant or contract. Signature authority levels apply to the total amount for all years included in the contract, rather than the amount for an individual period or year; e.g., -for instance a five-year $100,000 per year agreement is a $500,000 agreement for purposes of the approval authority noted.
This policy is supplemented by those procedures and accompanying forms specific to the nature of the activity; e.g. research grants and sponsored programs grants and contracts are also subject to the policies and procedures of the Office of Sponsored Programs; charitable contributions agreements are subject to the policies and procedures of the University Development office.
IV. Delegation of Authority
The Board has delegated transaction authority to the President as chief executive officer of the University to approve any transaction that does not specifically require Board action. In the President's absence, the Provost exercises the powers and duties of the President. The President, Provost and Vice Presidents further delegate signature authority for contracts and grants as specified in the Signature Authority Policy.
Individuals with transaction authority must develop, implement, and maintain internal policies and procedures to secure the University's financial, legal, contractual, and other interests in relation to those transactions for which he or she is responsible. These individuals must complete adequate review of proposed transactions before committing the University.
Additionally, these individuals are responsible for determining whether:
- The transaction complies with all applicable laws and university policies and procedures, as well as sponsor, donor, or any other restrictions.
- The resources (funding, personnel, facilities and space) required to fulfill the contractual or grant commitment have been budgeted and are available. If resources are not available, the individual responsible for generating the contract must ensure through the appropriate level (Provost or Vice President) that resources will be made available.
- An assessment has been made of the likely impact of the transaction on other elements of the university and the broader community, and appropriate consultation has taken place with constituencies that might be impacted by the transaction or contract.
- Any real or apparent conflict of interest exists on the part of the individual or organization involved in a transaction, as provided by University Conflict of Interest policy. Where such a conflict exists, the individual must resolve the issue before entering into the transaction or contract. University employees may not commit to or approve transactions on behalf of or for the benefit of themselves or their relatives or close associates. All transactions that may include such a conflict of interest require appropriate disclosure of the interest. If the transaction is approved after disclosure, appropriate signature by another authorized person is required, usually by the person of next higher authority.
Responsible individuals must provide annually, or when organizational changes necessitate, a written delegation plan identifying those responsible individuals with related duties to whom they have delegated transaction authority to act in their absence.
The annual delegation plan must be presented to and approved by the President, Provost, or Vice President as appropriate for the department or school, and must be forwarded to the Vice President of Business and Finance. A standard Delegation of Authority letter may be used for this purpose and will be requested annually by the Controller's Office.
V. Legal Counsel
Legal representation for the University is the responsibility of the Vice President and Secretary to the Board of Regents, and all legal counsel representation must be approved in advance by the Vice President and Secretary. For additional information see Legal Counsel Review.