VII. Signature Authority
A contract entered into on behalf of the university may only be signed by an individual whose position has delegated authority to bind the university. A delegation of authority confers the legal power to act on behalf and in the name of the university, or to bind the university to an obligation or promise.
Note: The university retains the right to refuse to recognize as binding any contract, promise or obligation executed in the name of the university by an unauthorized person without delegated authority. In such circumstances, those individuals without authority who sign a contract or otherwise bind the university, may become personally responsible and liable under the terms off the contract, and subject to university disciplinary action.
Who Has the Authority to Sign?
University Bylaws and the Signing of Contracts and Agreement Policy.
The authority to sign contracts on behalf of the university, is governed by the university’s Bylaws and its Signing of Contracts and Agreements Policy.
The Bylaws provide that authority to sign contracts and other binding documents rests with only the president, provost, treasurer, or such other persons as specifically authorized by the Board of Trustees.
- The president and the provost may execute contracts, faculty appointment letters, and other instruments related to the management of the university’s academic programs
- The president and the treasurer may execute contracts and other instruments as required to conduct the university’s financial activities and resources.
- The president has delegated the chief administration officer with the authority to execute contracts and other instruments as required to manage the university’s administrative functions.
- While the provost, treasurer and the chief administration officer (and their named delegates), regularly sign contracts on behalf of the university, the signature of the president is generally reserved for only significant contracts where it is specifically required.
The signature authority of the president, provost, treasurer, and chief administration officer may be delegated to others.
- Certain signature of signature authority have been made by the president, provost, treasurer and chief administration officer, as included in the Signature Authority Tables (appended to this Guide).
- “Signature authority” includes the authority to sign both physical signatures in ink, electronic contracts presented by the other party with a digital signature function, and “click-through agreements” that acknowledge the acceptance of or agreement to terms and conditions posted on a website.
Faculty and staff MAY NOT sign contracts on behalf of the university. Unless a faculty or staff member has a written and signed delegation from the president, provost, treasurer or chief
administration officer, a faculty or staff member does not have the authority to sign a contract on behalf of the university.
At GW, certain positions have been delegated a particular scope of authority to sign contracts on behalf of the university. The university’s Signature Authority Tables include lists of existing
delegations of signature authority. The Tables are appended to this Guide as Appendix B.
Unless the authority claimed by an individual is included in the Signature Authority Tables or you have been advised by OGC of the existence of a delegation, you should assume that there is no
delegation and thus, no signature authority. If you are not sure who should sign a contract, please contact your finance director or OGC.
Delegations of Signature Authority.
Delegations are made in writing and are signed by the officer granting the authority. When any delegation of authority is sought, you should work with the office of the officer that would delegate
the authority (Office of the Provost, the Treasurer or Chief Administration Officer), and OGC. OGC can assist with the preparation of a delegation. A proper signature delegation memorandum will include the following:
- Full name and title of individual who holds authority;
- Full name and title of individual receiving authority;
- Statement of source of authority held by individual granting authority;
- Clear and specific limitations of the authority to be granted, which may include:
- Review and approval by the vice president and general counsel;
- Review and approval by the provost & executive vice president for academic affairs, treasurer or chief administration officer, as appropriate; and
- Signature of individual who holds and may grant authority.
Subdelegations of Signature Authority.
In some limited cases, individuals who have been granted signature authority may have also received authorization to sub-delegate their signature authority to someone else in their
department or unit within limited circumstances. Any such subdelegation must also be made in writing. If there is any question of whether a delegation of signature authority may be subdelegated, please contact OGC.