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Contracting and Signature Authority Policy

Effective Date: March 1, 2014
Revision Date: First Version
Responsible Office: Vice President for Administration

I.  Scope

This policy applies to the College of William & Mary, including the Virginia Institute of Marine Science (the university) and to all of its employees including instructional and research faculty, as well as agents of the university.  It applies to the creation, revision, amendment or renewal of university contracts, regardless of fund source. 

II.  Purpose

This policy establishes the individuals authorized to sign university contracts and provides for the sub-delegation of such authority.  Its intent is to clarify authority to commit university resources.  Employees who exercise authority delegated pursuant to this policy minimize their risk of personal liability for unauthorized actions.  It complies with the Board of Visitors’ Bylaws and applicable laws and regulations, in particular the procurement authorities granted under the Restructured Higher Education Financial and Administrative Operations Act of 2005.

III.  Definition of University Contracts

A university contract is any agreement between the university, or any of its subunits (such as the Virginia Institute of Marine Science, the School of Business or the Department of Physics), and a third party that involves a commitment on the part of the university regardless of the source of funds.   An agreement is a document that has legal effect, regardless of whether it is called a “contract.”

A contract may involve a commitment of university funds, facilities, employees, or other resources, and/or the use of the university’s name. It may be a commitment for the university to give up a right it otherwise may have.  A contract is covered by this policy whether or not it involves a commitment of university funds.

A university contract is covered by this policy regardless of the source of funds.[1]  Such funds may be:

            ●          State funds, including state general funds (state allocated tax dollars); tuition and other Education and General revenues, auxiliary enterprise revenues, athletics revenues, grant, and contract revenues, and private funds under the control of the Board of Visitors (BOV); and

             ●          Private funds, including foundation or other non-Board of Visitors private funds if the party to the contract is the university.

 The ability to reimburse the university from foundation or other non-BOV private funds for expenses incurred does not eliminate the requirement to comply with this policy; a contract is covered by this policy even if the goods or services contracted for are purchased with private funds.  That is:  a contract that is funded by foundation or other non-BOV private funds, but that commits the university to action or contemplates activity on university property, is a contract to which the university should be a party and, thus, is covered by this policy.

Contracts entered into by a foundation and to which the university is not a party and that are funded by foundation or non-BOV private funds are not subject to this policy.  If the party to the contract is a foundation, the foundation may have its own contracting policies or procedures.

Examples of contracts include, but are not limited to:

  • agreements for the purchase or rental of goods or services
  • nondisclosure or confidentiality agreements
  • agreements that set terms for acceptance of gifts
  • employment contracts
  • letters of intent,
  • property leases or rental agreements, whether real property or fixed assets
  • licensing agreements
  • student or faculty exchange agreements
  • articulation agreements  
  • the transfer of intellectual property or agreements for its use
  • student room contracts
  • grants
  • financial aid
  • memoranda of agreement or memoranda of understanding
 IV.              Signature Authority and Delegation

Only authorized university officers and agents may sign contracts on behalf of the university.  Contracts signed by unauthorized employees or agents are not valid and do not bind the university.  Individuals who are not authorized – who have not been granted a written delegation of authority to sign a contract – may be held personally responsible for contracts they sign.  Such individuals also may be subject to disciplinary action, up to and including termination, under applicable human resources policies.

In addition, individuals to whom authority has been delegated pursuant to this policy are expected to familiarize themselves with the additional requirements of applicable law or policy for the particular type of university contracts at issue.  For example, all university contracts for the purchase of goods or services are subject to the requirement of a competitive procurement process, regardless of the source of funds.   

 A.  Contract Signature Authority Granted by the Bylaws and Board Resolution.  The Board of Visitors’ Bylaws authorize the President, the Provost, the Vice President for Administration, and the Vice President for Finance to transact business in the name of the university, including the authority to sign contracts. 

The Board of Visitors, from time to time, may, through resolution, delegate signature authority for specific matters to university officers. 

B.     Sub-Delegation of Contract Signature Authority.  The Bylaws authorize the President, Provost, Vice President for Administration and Vice President for Finance to further delegate their signature authority authorizing individuals to conduct business on behalf of the Board of Visitors and the university.

Delegations of contracting authority may be made as described in this Section.  The delegating officer retains responsibility for actions taken by individuals exercising delegated authority. 

Each delegation of authority must be made using a form provided by the Office of Administration, and must:

  1. Be in writing, signed by the delegating individual. 

  2. Delegate authority to a specific university employee, referring to the employee by his or her name and title.  Delegations cease when the employee no longer holds the position and must be re-sought by the subsequent incumbent.

  3. State the scope of the delegation – the type of contracts the employee is being authorized to sign, and any dollar limit.   The scope must be within the authority of the delegating individual. 

  4. Specify whether sub-delegations may be made as well as any conditions or restrictions upon such delegation.

      5.  Comply with the applicable requirement for a background check (possibly including a criminal background or criminal history check) as specified in university policy.

C.  Signature Authority by Type of Contract

1.  The President has the authority to conduct the business of the university and, as such, has the authority to sign any contract, unless reserved to the Board of Visitors.

 2.  The Provost holds the principal signature authority for: 

    • sponsored projects (grants and contracts)
    • employment contracts and letters of intent
    • articulation agreements
    • intellectual property rights
    • student or faculty exchange agreements
    • financial aid agreements
    • any other contracts or agreements necessary to carry out and support the operations of the university, with the exception of matters reserved by the Board of Visitors and those matters delegated to the Vice President for Finance and the Vice President for Administration.

3.  The Vice President for  Finance holds the principal signature authority for: 

    • the transfer, conversion, endorsement, sale, purchase, assignment, conveyance and delivery of any and all shares of stocks, bonds, debentures, notes, and subscriptions warrants, cash or equivalent assets, evidence of indebtedness,
    • the purchase of real estate and other property or other securities or assets now or hereafter standing in the name of or owned by the BOV or bearing any similar designation indicating ownership by the university.  The sale of real property requires the approval of the Board of Visitors.
    • agreements that set terms for acceptance of gifts
    • any other contracts or agreements necessary to carry out and support the operations of the university, with the exception of matters reserved by the Board of Visitors and those matters delegated to the Provost and the Vice President for Administration.

4.         The Vice President for Administration holds the principal signature authority for:

    • agreements for the purchase or rental of services, supplies and equipment, including software and hardware
    • construction and professional services
    • nondisclosure or confidentiality agreements
    • real estate and property leases or rental agreements,
    • capital leases
    • easements
    • equipment leases or (fixed asset) rental agreements
    • student room contracts
    • licensing and trademark agreements
    • any other contracts or agreements necessary to carry out and support the operations of the university, with the exception of matters reserved by the Board of Visitors and those matters delegated to the Provost and the Vice President for Finance.

A database of all delegations of authority is housed in the Office of Compliance & Policy.  The principal signature authority by type of contract is responsible for maintaining the currency of those delegations and can provide information about those delegations.

V.        Consultation with Office of Procurement Services and University Counsel

University employees with delegated authority are encouraged to consult the Office of Procurement or University Counsel for advice and guidance as needed when initiating contracts.

VII.      Authority and Approval

This policy was approved by the President. 

VIII.    Related Policies or Other Documents


[1]  The source of funds may affect the permitted scope of a contract.  For example, state law requires that Education and General funds be used only to finance instruction, state-supported research and public service, academic support (including library operations and information technology), student services, instructional or administrative support, and plant operations (as they relate to academic facilities).