Resolution concerning the appointment of signing officers for the execution of contracts and documents.

Transcription

1 Resolution concerning the appointment of signing officers for the execution of contracts and documents. Introduction The Board of Governors of the University is, in the WLU Act 1973, granted the powers to govern the affairs of the University and conduct its business. The power to execute documents on behalf of the University is mentioned specifically in the Bylaw (1) section (30). It states that all contracts, documents or other instruments in writing requiring execution by the Board, or on behalf of the Board shall be signed by signing officers designated by resolution of the Board, and all such contracts, documents or other instruments so signed, shall be binding upon the Board without any further authorization or formality. This resolution of the Board serves to identify the signing officers referred to in Bylaw (1) section (30) and outlines the circumstances under which these individuals may sign documents and legally bind the University. This resolution, which governs the signing of contracts and documents, is to be read in conjunction with the University policy governing the approval of purchase requisitions and the expenditure of University funds. This latter policy outlines the signing limits of the various positions at the University and refers to the internal approvals required for the approval of purchase requisitions and the disbursement of University funds. The following items are addressed by this resolution. 1. Contracts A General (includes Ancillary Services, except Bookstore) B Research C Purchasing Department D Bookstore E Library F Employment 2. Charitable Donations to the University 3. Pension Plan 4. Other (situations not covered above) 5. Construction Contracts All contracts and agreements signed under this authority must be in accordance with the approved policies, and budget as approved by the Board of Governors. 1. Contracts A. General (includes Ancillary Services, except Bookstore) The following are authorized on behalf of the University. 1. Subject to 3) below, to enter into and to bind the University to the terms of contracts and agreements relating to the general operation, development, and expansion of the University, including, without limited the generality of the foregoing, contracts and agreements 1

2 B. Research which require the use of the charitable registration number of the University. Any two of the following may sign: Chair of the Board of Governors 2. Subject to 3) below, to enter into and to bind the University to the terms of any contract or agreement where the obligation of the University or the benefit to the University will not exceed $200,000. Any one of the following may sign: 3. Prior approval by a resolution of the Board of Governors will be required with respect to: a) any contract or agreement where the obligation of the University of the benefit to the University exceeds $1 million; b) any contract or agreement which in the opinion of the responsible Vice-President exposes the University to an uncertain and potentially significant liability; c) any contract or agreement which in the opinion of the responsible Vice-President is precedent-setting and involves sensitive issues; d) any contract or agreement which a member of the Board of Governors requests be brought before the Board for approval. When the Board of Governors approves a contract or agreement, the, and Vice-President Finance and Administration or the Vice-President Academic are authorized, for and on behalf of the University to execute and deliver, under seal or otherwise any documents in their discretion they may consider necessary, desirable, or useful for the purpose of giving effect to the particular Board approval. 1. Subject to 2) below, the following are authorized on behalf of the University to enter into and bind the University to the terms of contracts or agreements for the carrying out of research. With respect to contracts or agreements where the liability of or the benefit to the University exceeds $500,000. 2

3 Plus one of: Associate Vice-President Research or designate Vice-President Academic Principal/Vice-President Brantford Campus With respect to contracts and agreements where the liability of or the benefit to the University will not exceed $500,000, the contract may be signed by the Associate Vice-President Research or designate. In the case of a research contract which relates to the Brantford Campus it must also include the signature of the Principal/Vice-President Brantford Campus or designate. In addition to the above noted signatures, research contracts may include the signature of the principal investigator and the appropriate Dean in accordance with policy 11.2 titled Contract Research section III. 2. Prior approval by a resolution of the Board of Governors will be required with respect to: a) any contract or agreement which in the opinion of the Associate Vice-President Research exposes the University to an uncertain and potentially significant liability; b) any contract or agreement which in the opinion of the Associate Vice-President Research is precedent-setting and involves sensitive issues; When the Board of Governors approves a research contract or agreement, the, and Associate Vice- President Research are authorized, for and on behalf of the University to execute and deliver, under seal or otherwise any documents in their discretion they may consider necessary, desirable, or useful for the purpose of giving effect to the particular Board approval. C. Purchasing Department The following are authorized on behalf of the University to issue purchase orders within approved budgets and bind the University to the terms thereof for goods and services in general for maximum amounts as hereafter specified; 1) With respect to purchase order transactions above $250,000 Manager, Materiel Management 3

4 And any one of: 2) With respect to purchase order transactions of up to $250,000 Manager, Materiel Management 3) With respect to purchase order transactions of up to $50,000: Purchasing Buyer D. Bookstore The following are authorized on behalf of the University to enter contracts, agreements and purchase orders to bind the University to the terms thereof relating to the purchase of books and other items for resale in the University Bookstore for maximum amounts as hereafter specified: 1) With respect to a single transaction not exceeding $250,000 for the purchase of books and other goods for resale in the Bookstore. Director Retail Services 2) With respect to a single transaction not exceeding $100,000 for the purchase of books and other goods for resale in the Bookstore. Manager, Academic Materials 3) With respect to a single transaction not exceeding $50,000 for the purchase of books and other goods for resale in the Bookstore any one of: General Merchandise Buyer Stationary and Computer Buyer Textbook Buyer 4) With respect to a single transaction not exceeding $10,000 of non book merchandise purchased for resale any one of: E. Library General Merchandise Co-ordinator Computer Repair Technician Supervisor Brantford Bookstore 1) Acquisition Budget The following are authorized to purchase library materials within approved budgets: 4

5 a) With respect to a single transaction exceeding $200,000 and supported by a Library Purchase Order University Librarian And any one of Vice-President Academic b) With respect to a single transaction not exceeding $200,000 and supported by a Library Purchase Order University Librarian c) With respect to a single transaction not exceeding $50,000 and supported by a Library Purchase Order Head Acquisitions/Collections F. Employment The authority on behalf of the University to make offers and sign agreement for employment as stipulated below: 1) Full time faculty/librarian appointments and any other contingencies not anticipated below or designate 2) Part time faculty appointments Dean of the respective faculty 3) Research Associates and Postdoctoral Fellows Vice-President Academic 4) Part time librarian appointments University Librarian 5) Staff positions for all campuses except Brantford One of: Manager Employee Relations Manager Employee Relations/Equity Co-ordinator 6) Staff positions for the Brantford Campus One of: Manager Employee Relations Manager Employee Relations/Equity Co-ordinator 5

6 7) Management and confidential positions One of: Appropriate Vice-President 8) Vice Presidents and Deans positions and Chair of the Board of Governors 9) Presidents position Chair of the Board of Governors 2. Charitable Donations to the University Any one of the following persons is authorized on behalf of the University to issue receipts to individuals for charitable donations to the University; 3. Pension Plan Vice-President University Advancement The following are authorized on behalf of the University a) to enter into administrative contracts and agreements relating to the general operation of the University Pension Plan and to bind the University to the terms thereof. Administrative contracts and agreements include, but are not limited to, actuarial and financial consulting contracts and agreements. Any two of: Assistant Vice-President Financial Resources b) to authorize payment of pension plan benefits and expenses relating to the administration of the University Pension Plan Any two of: Director, Total Compensation 6

7 4. Situations not Covered 1. Subject to 2) below, should a situation arise which is not specifically covered by this policy, the individuals will exercise caution and require any two of the following signature or his/her designate 2. Prior approval by a resolution of the Board of Governs will be required with respect to: a) any contract or agreement where the obligation of the University or the benefit to the University exceeds $1 million b) any contract or agreement which in the opinion of the responsible Vice-President exposes the University to an uncertain and potentially significant liability; c) any contract or agreement which in the opinion of the responsible Vice-President is precedent-setting and involves sensitive issues; d) any contract or agreement which a member of the Board of Governors requests be brought before the Board for approval. When the Board of Governors approves a contract or agreement, the President and Vice Chancellor, and or the Vice- President Academic are authorized, for and on behalf of the University to execute and deliver, under seal or otherwise any documents in their discretion they may consider necessary, desirable, or useful for the purpose of giving effect to the particular Board approval. 5. Construction Contracts (CCDC Contracts) All capital construction contracts signed under this authority must have been subject to the Capital Priorities and Planning Process and had specific Board of Governors approval where required. For construction contracts (CCDC Contracts) the following signature will be required: Assistant Vice-President Physical Resources or designate Plus any one of the following: 7