Signatory and Contracting Authority (Policy 86)

Issued:

Revised:

Last Reviewed:

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Policy Owner / Contact Person:

Legal Counsel

Additional References:

1. Purpose

   The Governors State University Board of Trustees (the “Board”) is authorized to enter into contracts on behalf of Governors State University (“GovState” or the “University”). Through its Bylaws and Regulations, the Board has empowered the President to execute all documents and sign all contracts on behalf of the University consistent with the Governing Documents and the University's best interests. The purpose of this Policy is to establish rules regarding the signing of contracts.

2. Policy Statement

   1. Definitions

      The following definitions apply to this Policy:

      1. Contract: Any agreement between two or more parties, which is enforceable by law, which commits the resources of the University or creates obligations on behalf of the University, regardless of whether or not they are expressly titled contracts. 
      2. Governing Documents: Collectively, the Board’s Bylaws, Governing Policies, and Regulations, as they may be amended from time to time. 
      3. Signature: The express written signature of a signatory, or the stamped equivalent if given express written permission to do so, or the electronic version if authorized.
   2. Rules Regarding the Signing of Contracts
      1. All contracts shall be in writing. 
      2. Except as set forth in Board Regulation V(B)(1)(d), contracts exceeding $250,000 require approval by the Board pursuant to Board Regulation V(B)(1)(a). 
      3. Whenever a contract requires specific approval by the Board and approval has been obtained, the signatures of the Chair of the Board and the Secretary of the Board shall be required on the contract, as verification that the Board has approved the contract, in addition to any other signatures that may be required by University policy. In lieu of signatures by the Board Chair and Secretary on such contracts, Board approval may be evidenced by meeting minutes or resolution. 
      4. It shall be a violation of this Policy for an employee or other person to sign a contract on behalf of the University without express delegated authority to do so and shall subject the employee or other person to discipline up to an including termination.

   3. Scope

      This policy applies to all University employees. 

   4. Roles and Responsibilities

      The University President is authorized to delegate contract authority through memoranda, housed in the Office of Procurement and Business Services and/or the Office of Sponsored Programs and Research. Except as expressly delegated in writing, no other persons are authorized to sign contracts for or on behalf of the University. No sub-delegations of authority may be made without approval of the President. Requests for changes to delegated authority must be reviewed by the Office of the General Counsel prior to their submission to the President. 

      Delegation of authority is revocable by the President at any time and without notice. Delegation of authority is automatically revoked upon a delegee’s separation from the University.

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Business Policies