VII. Signature Authority
A contract entered into on behalf of the university may only be signed by an individual who has been delegated signature authority. A delegation of authority represents the legal power to act 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 promise or obligation made on behalf of the university by an unauthorized person. In such circumstances, those signing contracts or attempting to bind the university without authority may become personally responsible for the contract and may be 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 is governed by the university’s Bylaws and its Signing of Contracts and Agreements Policy.
The Bylaws states that authority to sign contracts and other binding documents rests with only the president, provost, and executive vice president & chief financial officer, or those specifically authorized by the Board of Trustees.
- The president and the executive vice president & chief financial officer may execute contracts and other instruments as required to conduct the university’s business operations.
- The president and the provost may execute contracts, faculty appointment letters, and other instruments related to the management of the university’s academic programs.
- While the provost and the executive vice president & chief financial officer 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, and executive vice president & chief financial officer may be delegated to others.
- Various signature delegations have been made by the provost and the executive vice president & chief financial officer, as listed in the Signature Authority Table (further described below).
- Authority to sign includes both physical signatures in ink and “click-through agreements” that acknowledge the acceptance of, or agreement to terms and conditions.
Signature Authority Table.
Faculty and staff MAY NOT sign contracts on behalf of the university, unless they have a written and signed delegation. At GW, certain individuals have been delegated the authority to sign particular contracts on behalf of the university. The university has created a table known as the Signature Authority Table, which includes a list of valid delegations of signature authority. The Table is appended to this Guide as Appendix B.
Unless the claimed authority is included in the Signature Authority Table 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 via written memoranda that are signed by the individual granting the authority. When any delegation of authority is sought, you should work with OGC. OGC will assist in the preparation of a delegation memorandum. 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 senior vice president and general counsel;
- Review and approval by the executive vice president & chief financial officer and/or the provost & executive vice president for academic affairs, as appropriate; and
- Signature of individual who holds and is granting authority.
Subdelegations of Signature Authority.
Individuals who have been granted signature authority may have, in some cases, 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 in writing. If there is any question of whether a delegation of signature authority may be subdelegated, please contact OGC.
Final Notes on Approvals:
- A form routing/tracking sheet is included with this Guide as Appendix C. Instructions on how to fill out the routing/tracking sheet can be found below.
- Include an original copy of the contract for each signing party (usually two copies) with the routing/tracking sheet when routing for signature, so that each signing party may receive a copy of the contract with original signatures.
- If the agreement is an independent contractor agreement with an individual for services, the worker classification form (for U.S. based work) or international engagement request form (for foreign based work) approval by the Tax Department must be included.