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This online version is for convenience; the official version of this policy is housed in the University Secretariat. In case of discrepancy between the online version and the official version held by the Secretariat, the official version shall prevail.

Approving Authority: Board of Governors

Original Approval Date: June 21, 1997

Date of Most Recent Review/Revision: November 24, 2016

Office of Accountability: Office of the President

Administrative Responsibility: University Secretariat

Purpose

1.01 In the Wilfrid Laurier University Act, 1973, the University’s Board of Governors is granted the power to govern the affairs of the University and conduct its business. The Board of Governors may, by duly authorized resolution, designate signing officers. This policy repeals and replaces all policies regarding signing authority and resolutions previously passed by the Board of Governors of the University including Policy 5.7 Signing Authority (approved June 19, 2008), the Resolution concerning the appointment of signing officers for the signing of cheques drafts and notes, and Resolution concerning the appointment of signing officers for the execution of contracts and documents (approved June 19, 2008).

1.02 The purposes of this policy are to specify the signing authorities required for different types of contracts, and to define the responsibilities of individuals who negotiate, approve, or sign contracts on behalf of the University.

Definitions

2.00 “Contract” includes any written agreement, contract, subcontract, letter of intent, memorandum of understanding, memorandum of agreement, lease, deed, grant, license, purchase order, certificate, instrument, assignment, or any other document which creates an obligation or which may be binding on the University (monetary and non-monetary).

Jurisdiction/Scope

3.01 This Policy shall apply to all operating, capital, ancillary and research contracts entered into on behalf of the University.

3.02 All contracts signed under authority provided under this Policy must be in accordance with approved policies and budget as approved by the Board of Governors.

Policy

4.01 No person is authorized to sign any contract on behalf of Wilfrid Laurier University unless the person has authority provided under this Policy or other applicable Board of Governors by-laws, resolutions or university policies.

4.02 Prior approval by a specific resolution or motion of the Board of Governors will be required with respect to:

(a) Subject to section 4.02(b) and 4.03 below, any contract or agreement where the obligation of the University or the benefit to the University in the aggregate exceeds $1 million;

(b) Any philanthropic gift agreement which requires Board approval per Policy 13.6 Gift Acceptance and/or Policy 13.5 Naming of University Assets;

(b) Any contract or agreement which in the opinion of the President or responsible Vice-President exposes the University to an uncertain and potentially significant liability;

(c) Any contract or agreement which in the opinion of the President or  responsible Vice-President is precedent-setting and involves sensitive issues; or

(d) Any contract or agreement which a member of the Board of Governors requests be brought before the Board for approval.

4.03 Notwithstanding section 4.02(a):

(a) For contracts between $1 million and $5 million for the procurement of goods and/or services,

(i) If the material terms of the procurement were approved by the Board committee or committees responsible for providing oversight prior to the issuance of a tender by Procurement Services or Physical Resources;

(ii) University General Counsel or such other legal counsel authorized by General Counsel have reviewed and approved the final version of the contract;

(iii) The terms of the final contract are substantially within the parameters approved by the relevant governing body or bodies under section 4.03; and

(iv) Sections 4.02(b)-(d) do not apply;

Then the resulting contract may be signed by the designated signing authorities under Appendix A without requirement for further approval by any governing body.

(b) For contracts over $5 million for the procurement of goods and/or services, post-tender approval of the final contract is not required provided the Board of Governors approved the terms of the procurement on the recommendation of the Board committee or committees responsible for providing oversight, and the requirements of section 4.03(a) are otherwise met.

4.04 When the Board of Governors approves a contract, the President and Vice-Chancellor and any Vice-President are authorized for and on behalf of the University to execute and deliver, under seal or otherwise, any documents in their discretion that may consider necessary, desirable, or useful for the purpose of giving effect to the particular Board approval.

4.05 The President and Vice-Presidents may delegate signing authority given to them under Board by-law, resolution or policy for the duration of any absences from the University, which designation shall be specifically noted in advance and in writing.

4.06 All persons who negotiate, approve or sign contracts on behalf of the University must comply with all University policies and procedures and applicable legislation.

4.07 All contracts must be reviewed and approved in advance of signature in accordance with this Policy and other applicable University policies and procedures.

4.08 Without limiting the generality of section 4.07, contracts which include the purchase or licensing of equipment, services or software with the potential to impact the University’s IT infrastructure must have prior approval of the Chief Information Officer or delegate before entering into an agreement with a third party.

4.09 Prior to the appropriate signing officer(s) executing a contract, there must be confirmation of the following:

(a) The contract has received the appropriate financial and/or legal review and approval; and

(b) An assessment has been completed as to the risks to which the University may be exposed with the proposed contract.

4.10 Any questions regarding the appropriate signing authority or the contract itself should be referred to the University Secretary and General Counsel who has the authority to determine the appropriate signatories and review for the contract.

Related Policies, Procedures and Documents

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