Delegation of Signatory Authority
- Responsible Office: Office of the President
- Current Approved Version: 05/10/2019
- Policy Type: Board of Visitors
Policy Statement and Purpose
The Board of Visitors of Virginia Commonwealth University (the Board) has broad legal authority to make regulations and policies concerning Virginia Commonwealth University pursuant to the Code of Virginia § 23.1 et seq. The Board also has the authority to approve execution of agreements with outside entities that bind the university, and further to delegate that authority at the Board's discretion.
The purpose of this policy is to identify certain university employees authorized to sign agreements or other documents on behalf of the Board, president, and university, to ensure that individuals and departments with the appropriate expertise review agreements, to ensure the process of reviewing, approving and executing agreements on behalf of the university results in agreements that are consistent with state and federal law, and to ensure that all reviews and approvals required by university policy is obtained prior to execution of an agreement.
Noncompliance with this policy may result in disciplinary action up to and including termination. VCU supports an environment free from retaliation. Retaliation against any employee who brings forth a good faith concern, asks a clarifying question, or participates in an investigation is prohibited. ¬
Who Should Know This Policy
All university employees must know this policy and familiarize themselves with its contents and provisions.
Agreement is a term used synonymously with contracts to denote a legally binding, written document that includes an offer, a bargained-for benefit, and acceptance of the offer, along with agreed-upon terms, and includes but is not limited to memoranda of understanding or agreement, letters of agreement, collaboration agreements, affiliation agreements, development agreements, financial agreements, purchase orders, sales agreements, leases, and various other real estate documents.
Within the context of this policy, an organizational unit is a college, school, department, or division that reports to a cabinet member or the president.
The authority to sign and execute agreements and other documents on behalf of the university.
The Office of the President officially interprets this policy and is responsible for obtaining approval for any revisions as required by the policy Creating and Maintaining Policies and Procedures. Please direct policy questions to the Office of the President.
Policy Specifics and Procedures
No General Signatory Authority
Only those individuals authorized by the Board, or to whom signatory authority has been delegated in writing pursuant to this policy, are permitted to sign an agreement on behalf of the university. Unless specifically authorized by this policy or a properly written delegation of signatory authority, no VCU employee may enter into an agreement that purports to bind the university. Any agreement executed with terms that exceed the authority of the individual signing or that of the university is void according to Virginia law and shall not bind the university. In such cases, the employee exceeding their authority, whether also signing or not, may be personally liable for the agreement's contents and obligations. Students, visitors, contractors, and affiliated entities of the university have no authority to execute agreements on behalf of the university or to bind the university contractually.
Authority of the President
The Board has delegated to the university president authority to execute any agreement associated with the management and administration of the university. The president may delegate this authority to certain employees of the university possessing the required expertise to appropriately review and execute agreements within their respective areas of responsibility (i.e., presidential delegations) but will retain original signatory authority. The delegation of signatory authority attaches to the individual in a position, or may attach to a position or office itself (See FAQ for additional information concerning presidential delegations). All such delegations shall be in writing and will be maintained and preserved in the Office of the President.
Agreements with a total actual or anticipated expenditure value between $2 million and $5 million require prior written approval by the president. Agreements with a total actual or anticipated expenditure value exceeding $5 million require prior approval by the Board. In either case, prior written approval by the president or the Board is not required for sponsored program awards or contracts, nor is approval required for the issuance of sub-recipient agreements under a sponsored program award or contract.
If the president is unavailable or absent to make a signatory authority decision, a senior vice president may make a temporary signatory authority decision in writing and for a limited period. The president is considered absent when incapacitated or otherwise unable to fulfill the duties of office. Routine vacations or attendance at conferences are not considered absences; however, the president may delegate their authority in writing when absent, not to exceed 21 days without prior Board approval. International travel by the president will require a delegation of authority if such travel exceeds three (3) calendar days.
Sub-Delegations Beyond Presidential Delegations
Presidential delegates have the authority to sub-delegate their authority to another employee of the university using the Delegation of Signatory Authority Memorandum template associated with this policy (see page 10). Every sub-delegation must also:
- Include the name and VCU title of the employee;
- Specifically define the authority and/or tasks being delegated and the circumstances in which the sub-delegated authority may be exercised;
- Be limited in duration, with a specific start time and expiration date;
- Be made only to a university employee; and
- Be signed or otherwise acknowledged and accepted in writing by both the delegator and the employee.
A copy of the sub-delegation must be maintained by the organizational unit issuing the sub-delegation. If a sub-delegation is canceled or revoked, it is the responsibility of the organizational unit head revoking such delegation to maintain a record of the cancelation or revocation in writing. Sub-delegations must not be made to an individual with a conflict of interest relevant to the signatory authority being delegated.
Agreements or affiliations related to or involving the university with a non-U.S. entity or initiative (excluding sponsored program awards or agreements) must be signed by the vice president(s) or organizational unit head(s) with direct responsibility for international relationships and/or the relevant area in which the agreement or affiliation will occur or in which the individual will work and report.
Board of Visitors Approval Required
All agreements in which the value exceeds or can be reasonably expected to exceed $5 million require Board approval, with the exception of sponsored program awards or agreements (including sub-recipient agreements under a sponsored program award or agreement). Regardless of amount, any transaction involving the acquisition or disposition of real property requires prior approval by the Board of Visitors, except (a) income and expense leases, (b) all easements, and (c) disposition of property gifted to the university for sale.
Responsibilities of Signatories
In the event that it is unclear whether an employee has the appropriate signatory authority, consultation with the organizational unit head or delegating individual is required. Individuals executing agreements on behalf of the university must ensure that the terms of the agreement do not exceed the employee's written delegated signatory authority and that the university is willing and able to comply with the contractual terms contained therein. If an agreement requires the university to ensure that others (e.g., students, faculty, staff) will comply with certain terms and conditions, or an agreement requires the university to execute individual agreements, the delegated signatory must ensure that the terms affecting others are reasonable and lawful, and that training of affected individuals is in place to enable and support compliance. Signatories shall also ensure that timely legal review is sought from the Office of University Counsel when the signatory is uncertain as to the legal sufficiency of the agreement.
Agreements that must be submitted to university counsel review include but are not limited to:
- agreements or affiliations that require Board of Visitors approval
- agreements with a non-U.S. entity or initiative (excluding sponsored program awards or agreements)
- agreements that are substantially different from a previous university counsel-reviewed agreement or template
Rescission of Previous Delegations
Upon approval of this policy, individuals with a presidential delegation of signatory authority must review and submit any signatory sub-delegation documentation to the Office of the President. Those not submitted within 60 days of approval of this policy will be considered rescinded. The rescission shall in no way affect the validity of any document signed under the authority of a resolution or action prior to the effective date of this policy.
A one-page template to facilitate documentation of a delegation of signatory authority is included at the end of this document.
Virginia Conflict of Interests Act, Code of Virginia, § 2.2-3100 et seq.
This policy supersedes the following archived policies:
|December 13, 2013||Authority to Execute Contracts and Other Documents|
|August 21, 2008||Resolution Authorizing Certain University Officers and Employees to Execute Contracts and Other Documents|
|September 17, 1986||Resolution Authorizing Certain University Officers and Employees to Execute Contracts and Other Documents|
1. WHAT IS THE PURPOSE OF A DELEGATION OF SIGNATORY AUTHORITY?
A Delegation of Signatory Authority is used to identify certain employees at the university who are authorized to sign agreements or other documents on behalf of the university. Senior leaders may also sub-delegate authority to certain employees in writing.
2. WHO ARE THE TYPICAL PRESIDENTIAL DELEGATES AT VCU?
Typical presidential delegates at the university are senior level employees such as the provost and senior vice president for academic affairs, senior vice president for health sciences and CEO of the health system, senior vice president and chief financial officer, vice president for administration, vice president and director of athletics, vice president for research and innovation, vice president for development and alumni relations, vice president for inclusive excellence, vice president for university relations, and other senior leaders as determined by the president.
3. WHAT ARE THEIR GENERAL RESPONSIBILITIES?
Provost and Senior Vice president for Academic Affairs
The provost and senior vice president for academic affairs is the highest ranking academic officer of the university other than the president, and is responsible for overseeing academic planning for the colleges and schools on the Monroe Park Campus, which include the University College, the Honors College, the Colleges of Engineering and Humanities and Sciences; the Schools of the Arts, Business, Education, Engineering and Social Work, and the Graduate School.
The provost and senior vice president for academic affairs will have signatory authority related to academic matters of the Monroe Park Campus and, in the president's absence or disability, to act in their stead on the execution of documents.
Senior Vice President for Health Sciences
The senior vice president for health sciences also serves as the chief executive officer of the VCU Health System, and is responsible for the coordination and administration of overall academic and health services in the health-related schools and divisions of the university and as such directs the interrelationships of these schools and divisions with the affiliate hospitals in the conduct of clinical or other research, education and patient care.
The senior vice president for health sciences will have signatory authority for agreements on behalf of the university related to health sciences activities, academic or otherwise, and including, but not limited to affiliated hospitals, health sciences units and its participants, and educational affiliations.
Senior Vice President and Chief Financial Officer
The senior vice president and chief financial officer (CFO) of the university is responsible for all fiscal and designated nonacademic administrative operations of the university.
The senior vice president and CFO will have signatory authority for agreement on behalf of the university related to all fiscal and designated non-academic administrative operations of the university, including budget, controller, procurement, business services, and treasury.
Vice President for Administration
The vice president for administration is responsible for all administrative, nonacademic operations of the university, including real estate, facilities, parking and transportation, information technology, human resources, safety and risk management, and police.
The vice president for administration will have signatory authority for agreements on behalf of the university related to all administrative and nonacademic operational matters of the university, as well as all easements, all income and expense leases, and the disposition of real property gifted to the university for sale.
Vice President for Research and Innovation
The vice president for research and innovation is responsible for working with faculty in all schools, colleges and departments as they seek funding, plan studies, establish collaborations, calculate budgets, submit grant applications, negotiate and administer contracts, and secure patents and licensing agreements.
The vice president for research and innovation will have signatory authority for agreements pertaining to: (1) the application for and award of grants, contracts and other agreements to the university for research, development, training and public service; (2) the award of grants and other funds to other institutions for research, development, training and public service; (3) patents, licensing, and royalty agreements associated with intellectual properties; and (4) contracts and other agreements necessary to effectuate the business of the Office of Research and Innovation. The vice president for research and innovation may request the appropriate senior vice president, vice president or the president to cosign any document.
Vice President for Development and Alumni Relations
The vice president for development and alumni relations is responsible for increasing the private support of the university for priority programs by building relationships with community leaders and alumni through university-related foundations and alumni associations. The vice president for development and alumni relations oversees offices including alumni affairs, development, corporate and foundation relations, major projects and advancement services.
The vice president for development and alumni relations will have signatory authority for agreements on behalf of the university in furtherance of development and alumni relations.
Vice President for Inclusive Excellence
The vice president for inclusive excellence is responsible for strengthening VCU's climate of equity, diversity and inclusiveness and is responsible for implementing the university's Strategic Plan on Diversity and Inclusive Excellence and all initiatives sponsored by VCU to foster diversity.
The vice president for inclusive excellence will have signatory authority for agreements on behalf of the university in furtherance of diversity and inclusion.
Vice President for University Relations
The vice president for university relations serves as the university's chief communications officer and is responsible for strategic, integrated communications that build the VCU reputation and support the strategic priorities of the university and its academic health sciences center.
The vice president for university relations will have signatory authority for agreements on behalf of the university in furtherance of university public affairs, university marketing, executive communications, events and special programs, and all trademark and logo uses.
Vice President and Director of Athletics
The vice president and director of athletics is responsible for all athletic programs in support of the mission of the university.
The director of athletics will have signatory authority for agreements on behalf of the university in furtherance of managing and coordinating athletic programs.
4. WHAT ARE EXAMPLES OF PRESIDENTIAL DELEGATIONS OF SIGNATORY AUTHORITY?
The following are examples of presidential delegations of signatory authority to certain employees possessing the required expertise to appropriately review and execute agreements within their respective areas of responsibility. The delegation of signatory authority attaches to the individual in the position, or may attach to a position or office itself. In either case, individual Delegation of Signatory Authority Memoranda will specifically define the scope of the delegated authority and will be maintained in the Office of the President.
|Document:||May be Delegated to:|
|Purchases in general; contracts for purchase of goods and/or services||Senior vice president and chief financial officer (CFO); director of procurement|
|Agreements for external sales of goods and/or services||Senior vice president and CFO, provost and senior vice president for academic affairs, senior vice president for health sciences|
|Employment contracts||Vice president or organizational unit head with direct responsibility for the relevant area in which the individual will work and report.|
|University-level collaboration agreements||Vice president or organizational unit head with direct responsibility for the relevant area in which the collaboration will occur or in which an individual will work and report.|
|Intercollegiate Athletics||Vice president and director of athletics|
|Real estate lease agreements; construction agreements; capital outlay contracts; deeds of conveyance; and all other real estate-related agreements||Senior vice president and CFO; vice president for administration|
|Debt issuance bonds; all agreements relating to investments; expenditures and payroll||Senior vice president and CFO; treasurer|
|Financial Aid contracts and scholarship agreements||Provost and senior vice president for academic affairs; senior vice president for health sciences; respective directors of financial aid; vice president and director of athletics|
|Admissions contracts with students||Provost and senior vice president for academic affairs; senior vice president for health sciences; respective directors of admissions|
|Articulation agreements and other affiliation agreements for the purpose of clinical or educational programs||Provost and senior vice president for academic affairs; senior vice president for health sciences; vice president for research and innovation|
|Research agreements, sponsored project or program agreements, academic services agreements, grants, ancillary agreements associated with sponsored project agreements; sponsored program awards or contracts; sub recipient sponsored awards or contracts; material transfer agreements, data use agreements; confidentiality agreements, collaboration agreements, proposal submissions||Vice president for research and innovation|
|Development and other philanthropic agreements||Vice president for development and alumni Relations; vice president and director of Athletics|
|Patent and copyright licensing and transfer agreements, permissions, and assignments||Vice president for research and innovation|
|Trademark license agreements; license material releases; sponsorship agreements, commercial filming, media, photography and location agreements||Senior vice president and CFO; vice president for university relations|
5. WHO DETERMINES SIGNATORY AUTHORITY DECISIONS ON BEHALF OF THE UNIVERSITY?
In the event that it is unclear whether a university employee has the appropriate signatory authority, the president is authorized to make a determination about such authority.
6. WHAT IF THE PRESIDENT IS UNAVAILABLE OR ABSENT TO MAKE A SIGNATORY AUTHORITY DECISION?
A senior vice president may temporarily make a signatory authority decision, in writing, in the absence of the president
7. HOW DO I REVOKE OR CANCEL A SIGNATORY AUTHORITY?
If a cancelation or revocation of a delegation is necessary, it is the responsibility of the person issuing the revocation to notify the individual whose delegation is being revoked and the Office of the President in writing within 60 days.
[Appropriate VCU Letterhead]
Delegation of Signatory Authority
To: [Name, Title]
From: [Name, Title]
Subject: Delegation of Signatory Authority for [enter name or type of agreement or other authority being delegated]
By means of this Memorandum, I [__name____], [__title___] hereby delegate the authority to execute [or approve] [name or type of document(s)] to [person and their title receiving authorization] provided that [note any limitation or conditions of the delegation]. This delegation of signatory authority is in compliance with VCU Board Policy, Delegation of Signatory Authority (amended 2019), and relevant laws.
This delegation shall be effective until the earlier of [date] or the date that [name of person] no longer holds the title of [___].
[Name of Person Delegating Authority] Date
I accept this delegation and the responsibilities that come herewith.
[Name of Person Accepting Delegated Authority] Date