Carnegie Mellon University

Signature Authority for Legally Binding Commitments and Documents

Policy Title Signature Authority for Legally Binding Commitments and Documents
Policy Owner Vice President for Finance and Chief Financial Officer
Responsible Office Office of the Vice President for Finance and Chief Financial Officer
Contact Information Questions concerning this policy or its intent should be directed to the Office of the Vice President for Finance and Chief Financial Officer: 412-268-2992.
Pertinent Dates This Policy was approved on May 15, 2016. (Note: This Policy supersedes the university’s “Authority to Commit the University” and “Authorized Signatures for Agreements, Contracts, Licenses” Policies, both approved by the Board of Trustees on May 17, 1999 and last modified on October 2, 2008, in their entirety.) 
Approved By The Board of Trustees of Carnegie Mellon University.
Entities Affected By This Policy All members of the university community.
Who Needs To Know About This Policy All faculty, staff and students.
Glossary Definitions of terms used in this Policy.
Forms / Instructions n/a
Related Information n/a
Reason for Policy / Purpose This policy identifies who is authorized to execute agreements with third parties for and on behalf of the university.    
Abstract This purpose of this policy is to identify individuals who are authorized to execute agreements with third parties for and on behalf of the university.

Policy Statement

The Board of Trustees delegates authority to the president and other authorized officials to execute agreements (or series of related agreements) having an aggregate value of $5 million or less without further action by the Board of Trustees, provided that (i) the amounts legally committed and comprising the aggregate value under the relevant agreement (or series of related agreements) are covered by identified revenues or reserves, and (ii) the relevant agreement (or series of related agreements) do not involve or require the university to obtain debt financing. Agreements (or series of related agreements) having an aggregate value in excess of $5 million or involving or requiring the university to obtain debt financing require authorization by the Board of Trustees.

Unless otherwise expressly authorized by the Board of Trustees, only individuals who are authorized by this policy may execute agreements for and on behalf of the university. All agreements with third parties may only be executed under the legal name of the corporate entity (“Carnegie Mellon University”).
 
Delegation of Signature Authority to the President and Other Authorized Officials

The Board of Trustees delegates authority to the president and other authorized officials to execute agreements (or series of related agreements) having an aggregate value of $5 million or less without further action by the Board of Trustees, subject to the parameters outlined in this policy and provided that (i) the amounts legally committed and comprising the aggregate value under the relevant agreement (or series of related agreements) are covered by identified revenues or reserves, and (ii) the relevant agreement (or series of related agreements) do not involve or require the university to obtain debt financing. If the aggregate value of an agreement (or series of related agreements) exceeds $5 million or involves or requires the university to obtain debt financing, authorization by the Board of Trustees shall be required.  However, agreements (or series of related agreements) wherein the amounts legally committed and comprising the aggregate value thereunder are flow-through funds, such as subcontracts and purchase orders required for implementing sponsored projects, are excluded from this requirement.
 
In addition to the foregoing, the Board of Trustees delegates authority to the president, provost and/or vice president for university advancement to execute agreements for gifts to the university subject to the parameters outlined in this policy and if and only to the extent that the relevant gift’s purpose does not involve commitments (including a series of related components or phases) on behalf of the university having an aggregate value in excess of $5 million that would otherwise be required to be authorized by the Board of Trustees pursuant to this policy, or otherwise as authorized by the Board of Trustees for commitments on behalf of the university having an aggregate value in excess of $5 million.

The Board of Trustees delegates authority to the president and/or vice president and general counsel of the university to execute agreements to retain or engage law firms and attorneys for and on behalf of the university subject to the parameters outlined in this policy.  Unless specifically authorized by the president or the vice president and general counsel of the university, no law firms or attorneys may be retained or engaged who will either (a) perform any services for or on behalf of the university (other than teaching as faculty) and/or (b) be paid from any account of or from funds of the university. Except as otherwise specified in this policy, no other individual has the authority to execute agreements for or on behalf of the university, including any unit, department or other division of the university, in the absence of a formal written delegation of signature authority.  Any delegation of authority must be made in writing, drafted, approved and executed by the authorized official and delegate in accordance with the delegation of signature authority provisions outlined in this policy, and maintained on file with the office of the vice president for finance and chief financial officer.

The execution of offers of employment, offers of admission, offers of visitation to non-university-funded visitors and internship offers to unpaid interns by a college, school and/or administrative unit do not, unless otherwise required by the president or provost, require a formal delegation of authority.  Each college, school and administrative unit shall therefore, unless otherwise required by the president or provost, adopt and implement its own guidelines governing signatory authority for such offers of employment, offers of admission, visitation offers and internship offers for its college, school or administrative unit, as applicable, and all such offers must comply with the university’s then standard policies and guidelines, including all university and legal requirements.

Authorized Officials

The president, provost, vice president for finance and chief financial officer, vice provost for research, associate vice president for research and academic administration and treasurer, and each of their authorized delegates (such delegated authorization being in writing and authorized by an authorized official in accordance with the delegation of signature authority provisions outlined in this policy) are authorized to execute agreements related to their respective roles and responsibilities at the university (or as otherwise authorized by the president) in accordance with and subject to the terms outlined above and in this policy. The vice president for university advancement and his/her authorized delegates is authorized to execute agreements for gifts to the university, and the vice president and general counsel and his/her authorized delegates is authorized to execute agreements to retain or engage law firms and attorneys for and on behalf of the university, in each case related to their respective roles and responsibilities at the university (or as otherwise authorized by the president) in accordance with and subject to the terms outlined above and in this policy.

Each authorized official, as well as such official’s authorized delegates, is responsible for ensuring that he/she has the authority to execute the relevant agreement, that the terms of such agreement (and any transactions or activities contemplated thereby) comply with all applicable university and legal requirements, and that adequate funding for the obligations under the agreement exists. Without limiting the generality of the foregoing, where an agreement is denominated in other than U.S. dollars, the exchange rate utilized in the agreement must be reviewed with the vice president for finance and chief financial officer in order to assess the potential impact of possible currency devaluation prior to the agreement’s execution. Each authorized official must maintain on file copies of all agreements executed by such authorized official.   

Authorized officials, as well as their authorized delegates, must endeavor to ensure that the university’s executive leadership team has had an opportunity to review agreements required to be authorized by the Board of Trustees pursuant to this policy (and, therefore, sufficient time should be scheduled to allow for proper review) prior to an authorized official executing the relevant agreement.  

Delegations of Signature Authority

Except as otherwise specified in this policy, all delegations of signature authority by an authorized official to a delegate must be expressly granted in a writing (delegation of signature authority) signed by both the authorized official and the delegate.  

Authorized officials desiring to delegate signature authority to a proposed delegate (on a temporary basis or otherwise) must coordinate with the office of general counsel to draft and document an appropriate written delegation of signature authority. The president of the university is reserved the right to proscribe any particular proposed delegation of signature authority.
 
Delegations of signature authority are often limited by the kind of transaction, time, type of agreement, dollar amount or other appropriate limiting criteria, as set forth in the written delegation.  An authorized official is not authorized to delegate signature authority in excess of what he/she has been authorized by this policy.  A delegation of signature authority automatically terminates if the authorized delegate either ceases to be employed or engaged by the university or ceases to hold the position specified in the delegation or the position that includes the duties contemplated by the delegation.  An authorized delegate is not authorized to execute agreements not authorized by his/her written signature authority delegation, and is not authorized to further delegate his/her signature authority.

The office of the vice president for finance and chief financial officer will maintain copies of all written authorized signature delegations on file.

During an authorized official’s absence (e.g., extended travel), there may be insufficient authorized officials available to execute agreements in order for the university to conduct necessary business in a timely manner. It is important, therefore, for authorized officials to ensure there are sufficient authorized officials and/or authorized delegates available to execute agreements to conduct necessary business in advance of any absence (e.g., it may be appropriate for an authorized official to delegate signature authority to a delegate on a temporary basis during the absence).