Signing Authorizations (B10-11)

Date

February 1, 2007

Revision Date

June 18, 2015

Number

B10-11

Revision No.

E

Signing Authorizations

I.          Powers of the Board of Governors

II.         Signing Authority Process and Procedures

  1. General
  2. Definitions
  3. Legal and Risk Management Review Requirements
    1. Legal Review
    2. Indemnity Matters
    3. Contractual or Agreement Matters
  4. Insurance
  5. Execution of documents under Seal
  6. Records Management
  7. Delegation
  8. Spending Authority
  9. Currently approved Resolutions/Authorizations
  10. Interpretation and clarification

III.       Signing Resolutions

Resolution 1     Contracts and Agreement - General
Resolution 2     Contracts and Agreements - Research
Resolution 3     Contracts and Agreements - Purchases of Goods and Services
Resolution 4     Contracts and Agreements - Facilities Services including
Facilities Management and Campus Planning and Development
Resolution 5     Contracts and Agreements - University Bookstore
Resolution 6     Contracts and Agreements - Library
Resolution 7     Contracts and Agreements –  Donations
Resolution 8     Contracts and Agreements - Sale of Services
Resolution 9     University Student Loans
Resolution 10   Purchase, Lease, Sale or Disposal of Land and Lease of Space
Resolution 11     Banking
Resolution 12     Sale of Debentures
Resolution 13    Disposal of Securities
Resolution 14     Patent Applications
Resolution 15     Use of the Corporate Seal
Resolution 16     Authority for Non-Financial Statement Audits

 

Summary of the Signing Resolutions

I.          Powers of the Board of Governors

Section 27 of the University Act (British Columbia) gives the Board of Governors the following powers with respect to signing authority:

c)         to appoint a secretary and committees it considers necessary to carry out the board’s functions, …., and to confer on the
            committees power and authority to act for the board;
s)         to enter into agreements on behalf of the university.

 

II.        Signing Authority Process and Procedures

A.         General

1.         Simon Fraser University Policy and Procedures B 10.02, Board Committees, provides for the Terms of Reference and
            Procedures for Board Committees.

2.         The Finance and Administration Committee (F.A.C.) is a standing committee of the Board of Governors and is responsible for
            designating, appointing by written resolution, the signing officer positions of the University as it deems appropriate.

3.         The F.A.C. shall be composed of the following:

Membership (8 voting members)
Chair of the Board (ex officio - voting)
Chancellor (ex officio - voting)
President (ex officio - voting)
One student member of the Board
One academic staff member of the Board
Three other members of the Board
Vice-President, Finance and Administration (ex officio - non-voting)

4.       The appointment of signing officers applies to all documents of the University under the jurisdiction of the Board of Governors
          regardless of whether Board approval is required for a particular document.

5.       The F.A.C. is not obliged to be consistent with respect to the number or the status of persons appointed as signing officers.

6.       The Board of Governors reserves the right to specify by written resolution any different signing authority in any specific instance.

7.       The Vice-President, Finance and Administration may make non-material changes to these resolutions to reflect:

  1. changes to the titles of positions included in these resolutions;
  2. the deletion of positions included in these resolutions; and
  3. the addition of positions directly comparable to those included in these resolutions.

Such revisions shall be in the form of a memorandum by the Vice-President, Finance and Administration.  Each revision will take effect upon being filed with the Secretary of the Board of Governors. The Secretary of the Board of Governors shall provide copies of such amended resolution to officials as the F.A.C. deem appropriate.

8.         It shall be each Vice-Presidents’ responsibility to ensure that persons in his or her portfolio who are designated as signing
            officers in a resolution of the F.A.C. are provided with a copy of that resolution.

9.         A complete set of the F.A.C. signing resolutions, as amended from time to time, shall be maintained on the University’s website by
            the Secretary of the Board of Governors.

10.      Any person dealing with the University shall be entitled to rely upon a copy of any resolution issued by the F.A.C. Copies or
           extracts from such resolutions are to be certified by the Secretary of the Board under the Corporate Seal of the University as
           being in full force and effect and are valid for up to sixty days following the date of certification.

11.      A person who has been given signing authority by resolution of the F.A.C. shall ensure that the agreement or the transaction has
            received the required internal approvals prior to signing.

12.     Where agreements or contracts may be out of the ordinary, contrary to past practice or otherwise unusual, signing officers must
           consider the impact of possible precedents and seek advice before proceeding. Depending on the significance or risk, some
           matters may need to be reported to the Board of Governors for information, or submitted to the Board of Governors for
           approval prior to signing.

B.       Definitions

1.       Agreement - an arrangement between two or more persons (individuals, corporations, trusts or partnerships) by which the
          persons agree to undertake or to alter their respective rights and/or obligations. An agreement may be oral or in writing, or
          partly oral and partly in writing.

2.       Contract- (i) an agreement between two or more parties intended to create legal obligations and that a court may enforce. The
          contract will normally be comprised of an exchange of promises between the parties. If a party executes an agreement under seal,
          it may be bound even though the other party has not given any promise in exchange.
          (ii) A contract may be subject to conditions; that is, the parties' obligations to perform it may be suspended pending the
          occurrence of certain events, including further approvals, whether by third parties or officials of the parties to the contract whose
          authority is greater than that of the individuals who signed the contract.

3.       Covenant - a legally binding commitment, normally expressed in writing, signed under seal by the party undertaking the
          commitment and delivered to the party intended to have the benefit of the commitment. A covenant also refers to an obligation
          undertaken by a party to a contract.

4.       Indemnity - a commitment under which a person undertakes to prevent a loss or to provide reimbursement or compensation in
          the event of a loss; the obligation under the agreement could be, but need not be, dependent upon default by the indemnifying
          party or anyone else. The obligations under an indemnity may be a contingent liability of the party that has given the commitment.

5.       Guarantee - a promise, normally expressed in writing, by which the person making the promise agrees to fulfill the obligations of
          another person. The promise is frequently conditional upon the occurrence of another event; for example; the failure or refusal
          of the other person to fulfill their obligations, the inability of the other person to fulfill their obligations (due to bankruptcy,
          dissolution or otherwise), or the occurrence of a particular event. A guarantee is one type of indemnity.

6.       Contingent Liability - a liability that exists but which may not have to be fulfilled; a liability which will become an obligation upon
          the occurrence of a future, uncertain event. This also includes a liability to perform the obligation of another person if that other
          person fails to perform it.

 

C.       Legal and Risk Management Review Requirements

In order to protect the interests of the University, signing officers must undertake appropriate due diligence assessment prior to execution of documents.

1.       Legal Reviews

Designated internal legal advisors should be consulted prior to signing document. Standard form documents do not generally require external legal advice. Documents with sizeable dollar values or complexity, or which have significant ramifications or are unusual in any way may require external legal advice and should be referred to designated legal advisors.

2.         Indemnity Matters

In accordance with Simon Fraser University Policy AD 3.14 Indemnity Approval Policy, any document, contract or agreement which contains an indemnification to other parties, must be reviewed by the Manager, Risk Management and Insurance, or the Director of Treasury or the Vice President, Finance and Administration, prior to such a document being finalized and executed by the Board of Governors’ authorized signing officer.

3.         Contractual or Agreement Matters

a)         No person may sign any document or enter into a verbal or non-verbal agreement that creates an obligation or undertaking on
             behalf of the University unless the individual has the authority by virtue of a Signing Resolution.

b)         All employees have an obligation to l understand the extent and limits of their authority, and understand and comply with the
             University policies, procedures and processes.

c)         Persons that have been granted authority shall ensure:
i)          That the University has the ability to meet the obligations being made.
ii)         That any agreement is compliant with the laws of Canada and British Columbia.
iii)        That the appropriate level of review and approval has been obtained from stakeholders, and that required levels of legal, risk
             management, procurement, financial and other required due diligence has been performed and risks disclosed.
iv)        That any intellectual property matters have been properly considered, in accordance with the University’s policies and
             procedures.
v)         That any agreement is consistent with the University’s Strategic Plans and Budget, Collective Agreements, and the mandate,
             Values and Commitments, policies and procedures of the University.

D.         Insurance

The University carries a variety of insurance policies providing very broad coverages, geared for the most part, to the particular needs of the University. Board members, officers, and employees are included in the definition of insured in the University liability insurance policies. Any document, contract or agreement which contains insurance, must be reviewed by the Manager, Risk Management and Insurance, prior to such a document being finalized and executed by the Board of Governors’ authorized signing officer.

E.         Execution of documents under Seal

Authorized positions which may affix the Seal of the University are determined by Board resolution. Section 56 of the University Act of British Columbia determines whether a document has been properly executed. That section of the University Act  does not require that all documents be executed under seal, it merely indicates that if the seal is used, then the law deems it to be executed.

F.         Records Management

The primary signing officer responsible for the administration and management of the executed document, contract or agreement pursuant to the F.A.C.’s resolutions shall, for University documents/contracts/agreements with a monetary value exceeding $1,000,000 ("Material Contract"), deposit the original document with the Office of the VP Legal Affairs for the Material Contract Repository together with a completed Repository Sheet, and for all other University documents/contracts/agreements, shall retain the original University document/contract/agreement in accordance with University Series I 10 Information Policies for the length of time specified in the University Archives approved records retention schedule.

G.         Delegation

In the event of unavailability or other extraordinary circumstances, signing officers authorized under each individual F.A.C. resolution may delegate their signing authority to predetermined delegates subject to the following restrictions:

a)         the delegated authority must be written and copied to the person's supervisor,

b)         the authorized dollar limits shall not exceed the normal limits for the original signing officer,

c)         the expenditure committed to must be part of an approved budget and cannot exceed any unexpended amount of that budget,

d)         the commitment period for the expenditure should not normally exceed one year, and

e)         the commitment made by the delegate must be reported to the signing officer in a timely manner.

H.         Spending Authority

a)         Approval of the University’s operating budget by the Board of Governors and allocation of the operating budget to the
            University’s operating units confers the authority to authorize expenditurewithin the amounts and scope of the accounts
            allotted to them in the budget, subject to the terms and conditions of the relevant purchasing or human resources policies and
            procedures, or specific directives or conventions within their operating units. Expenditure authorization alone does not provide
            the authority to an individual to sign contracts and agreements on behalf of the University.  Only through the attached Board of
            Governors’ approved Signing Resolutions can an individual commit the University to a contract or agreement.

b)         Holders of restricted funds (e.g. research, endowment spending, and other trust funds) may delegate signing authority over
             expenditures, but remain accountable to ensure that the expenditures are consistent with the restricted intent for those funds
             and do not exceed the authorized dollar amounts.

 

I.          Currently approved Resolutions/Authorizations

#

Resolution Type

Date

1

Contracts and Agreements – General

February 1, 2007

2

Contracts and Agreements – Research

February 1, 2007

3

Contracts and Agreements - Purchases of Goods and Services

February 1, 2007

4

Contracts and Agreements - Facilities Services including

Facilities Management and Campus Planning and Development

February 1, 2007

5

Contracts and Agreements - University Bookstore

February 1, 2007

6

Contracts and Agreements – Library

February 1, 2007

7

Contracts and Agreements - Donations

May 26, 2011

8

Contracts and Agreements - Sale of Services

February 1, 2007

9

University Student Loans

February 1, 2007

10

Purchase, Lease or Disposal of Land and Lease of Space

May 26, 2011

11

Banking and Signing

June 18, 2015

12

Sale of Debentures

May 26, 2011

13

Disposal of Securities

May 26, 2011

14

Patent Applications

May 26, 2011

15

Use of the Corporate Seal

May 26, 2011

16

Authority for Non-Financial Statement Audits

November 28, 2013

 

 

J.          Interpretation and clarification

Issues of clarification should be addressed to the Secretary of the Board of Governors. Questions of interpretation or application of this procedure shall be referred to the President and the Chair of the Board of Governors who will jointly make a decision which shall be final.

 

Resolution 1 Contracts and Agreements – General

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts and agreements relating to the general operation and development and expansion of the University for all matters not expressly dealt with by a separate resolution or requiring prior approval by the Board of Governors.

1.         Prior approval by a Resolution of the Board of Governors is required on all material matters and, without limiting the generality
            thereof, this includes:

  1. The purchase of goods and services with a value exceeding $2,000,000 unless Resolution 3, section 7 applies.
  2. The sale of material services with a value exceeding $2,000,000.
  3. All other contractual obligations which exceed $2,000,000.
  4. All long term leases for any material purpose which exceed $2,000,000 over the term of the lease.
  5. Any actions which, under the University Act or the Financial Administration Act, require the prior approval of the Lieutenant-Governor in Council, the Minister of Advanced Education or the Minister of Finance.

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution once Board of Governors’ approval has been granted:

          Any one of:

Chair of the Board of Governors
President and Vice-Chancellor

and any one of the:

Vice-President, Academic and Provost
Vice-President, Finance and Administration
Vice-President, Research
Vice-President, Advancement and Alumni Engagement
Vice-President, External Relations
Associate Vice-President, Academic
Associate Vice-President, Students
Associate Vice-President, Finance
Associate Vice-President, Research

 

 

The Secretary of the Board shall maintain a record of all contractual obligations approved by the Board of Governors.

2.         For any single transaction not exceeding $2,000,000 that does not require Board approval, the signing officers shall be any two
            of:

President and Vice-Chancellor
Vice-President, Academic and Provost
Vice-President, Finance and Administration
Vice-President, Research
Vice-President, Advancement and Alumni Engagement
Vice-President, External Relations

 

 

Resolution 2 Contracts and Agreements - Research

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts and agreements relating to the provision of research for and by the University subject to the University’s Policies R 10.01 External Grants and Research and R30 Series:

1.       For contractual obligations not exceeding $2,000,000, the signing officers shall be the

Vice-President, Research

and any one of the:

President and Vice-Chancellor
Vice-President, Finance and Administration
Associate Vice-President, Finance

2.       For contractual obligations not exceeding $500,000, the signing officers shall be any one of the:

Vice-President, Research
Associate Vice-President, Research

and any one of:

Director, Research Services
Vice-President, Finance and Administration
Associate Vice-President, Finance

3.       For contractual obligations not exceeding $250,000, the signing officers shall be any one of the:

Vice-President, Research
Associate Vice-President, Research
Director, Research Services

 

Resolution 3  Contracts and Agreements - Purchases of Goods and Services

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts, agreements, and purchase orders for the supply (or disposition or sale) of goods and services including capital expenditures and goods for resale subject to the University’s AD 11 Series Purchasing Policies, processes and procedures.

1.         For any single transaction not exceeding $2,000,000, the signing officers shall be any two of the:

President and Vice-Chancellor
Vice-President, Finance and Administration
Associate Vice-President, Finance

2.         For any single transaction not exceeding $1,000,000, the signing officers shall be any one of the:

Director, Procurement Services
Associate Vice-President, Finance

3.         For any single transaction not exceeding $750,000, the signing officer shall be any:

Major Procurement Contracts Officer

4.         With respect to any single transaction not exceeding $250,000, the signing officer shall be any:

Senior Buyer

5.         With respect to any single transaction not exceeding $100,000, the signing officer shall be any:

Buyer

6.       With respect to contractual obligations exceeding $2,000,000 where the funds are received by the University from an external
           agency for the purchase of specific research goods and services and those funds do not form part of government provided
           operating or capital funds, Section 1 of Resolution 1 does not apply. The signing officers in these cases shall be any one of the:

Vice-President, Finance and Administration
Associate Vice-President, Finance

and any one of the:

Vice-President, Research
Associate Vice-President, Research

7.         The Director Procurement Services can establish and delegate purchasing authority to any requisitioner to procure goods and
            services under the provisions and monetary limits of established blanket, standing or other forms of purchase orders, contracts
            or agreements, or purchasing cards covered by purchasing card agreements, executed on behalf of the University, provided that
            each transaction limit does not exceed the amount of $10,000.

 

Resolution 4 Contracts and Agreements – Facilities Services including
Facilities Management and Campus Planning and Development

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts, agreements, and purchase orders for goods and services including capital construction directly related to the operation and maintenance of buildings and the development of University facilities subject to the University’s AD 11.01 Purchasing Policy, processes and procedures.

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution:

1.       For any single transaction not exceeding $2,000,000, the signing officers shall be any two of the:

President and Vice-Chancellor
Vice-President, Finance and Administration
Associate Vice-President, Finance

2.       For any single transaction not exceeding $1,000,000, the signing officers shall be any one of the:

Chief Facilities Officer
Vice-President, Finance and Administration
Associate Vice-President, Finance

3.       For any single transaction not exceeding $750,000, the signing officers shall be any one of the:

Director, Facilities Administration and Real Estate Services
Director, Campus Planning and Development
Director, Maintenance and Operations

4.       For any single transaction not exceeding $300,000, the signing officers shall be any two of the:

Managers reporting to the Director, Facilities Administration and Real Estate Services, or
Managers reporting to the Director, Campus Planning and Development, or
Managers reporting to the Director, Facilities Maintenance and Operations

 

 

Resolution 5 Contracts and Agreements - University Bookstore

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts, agreements, and purchase orders relating directly to the acquisition of books and other goods and items for resale for the University Bookstores subject to the University’s AD 11.01 Purchasing Policy, processes and procedures.

l.          For any single transaction not exceeding $750,000 for the purchase of books and other goods and items for resale, the signing
            officers shall be any one of the

Vice-President, Finance and Administration
Associate Vice-President, Finance
Executive Director, Ancillary Services

2.         For any single transaction not exceeding $500,000 for the purchase of books and other goods and items for resale, the signing
            officers shall be any one of the:

Director, Bookstore
Manager(s), Bookstore

3.         For any single transaction not exceeding $150,000 of books purchased for resale, the signing officer shall be any one of the:

Course Materials Buyer

4.         For any single transaction not exceeding $30,000 of Trade books and Stationery and General Merchandise, the signing officer
            shall be any one of the:

Products Buyer

 

 

Resolution 6 Contracts and Agreements – Library

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts, agreements, and purchase orders relating to the acquisition of library materials and provision of services for the operation of the University Libraries subject to the University’s AD 11.01 Purchasing Policy, processes and procedures.

1.         For any single transaction not exceeding $250,000, the signing officers shall be any one of the:

Vice-President, Research
University Librarian and Dean of Library Services

2.         For any single transaction not exceeding $150,000, the signing officers shall be any one of the:

Associate University Librarians

3.         For any single transaction not exceeding $50,000, the signing officers shall be any one of the:

Building Manager, Library Building and Equipment Services
Division and Branch Heads:
Head, Belzberg Library
Head, Surrey Campus Library
Head, Cataloguing Division
Head, Acquisitions and Serials Division
Head, Information and Instruction Division
Head, Systems Division
Head, Access Services Division
Head, Special Collections and Rare Books

 

 

Resolution 7 Contracts and Agreements – Donations

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts and agreements relating to donations, gifts, wills and bequests subjtect to  University’s GP 3 Donations Policy:

To $100,000:
Director, Advancement Services and Donor Relations; and Senior Director, Advancement.

To $1,000,000:
Vice-President Advancement & Alumni Engagement.

Above $1,000,000:
Vice-President Advancement & Alumnni Engagement and any one of the President or another Vice-President.

Any one of the following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to issue income tax and other receipts to individuals and corporations for charitable donations to the University subject to University's GP 3 Donations Policy::

Vice-President, Advancement & Alumni Engagement
Vice-President, Finance and Administration
Director, Advancement Services and Donor Relations

 

Resolution 8 Contracts and Agreements - Sale of Services

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts and agreements relating to academic and other University operation sale of services which includes without limiting the generality thereof:

  1. Academic courses and programs for academic credit, outside the normal calendar programs and courses, and/or outside Simon Fraser University’s Burnaby, Vancouver and Surrey campus to specific groups.
  2. Non-credit courses and programs, including conferences which are contracted with other organizations.
  3. International co-operation and development programs.
  4. Computing services.
  5. Utility services.

l.        For contractual obligations not exceeding $2,000,000, the signing officers shall be any two of the:

President and Vice Chancellor
Vice-President, Academic and Provost
Vice-President, Finance and Administration
Associate Vice-President, Academic
Associate Vice-President, Students
Associate Vice-President, Finance

2.       For contractual obligations not exceeding $500,000, the signing officers shall be any one of the:

Vice-President, Academic and Provost
Vice-President, Finance and Administration
Associate Vice-President, Academic
Associate Vice-President, Students
Associate Vice-President, Finance

3.       For academic contractual obligations not exceeding $100,000, the signing officer shall be the appropriate Dean.

 

 

Resolution 9 - University Student Loans

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution to execute loan indentures for loans from funds provided by or to the University for this purpose, to a student at the University, such contractual obligations are to be signed by any one of the:

Associate Vice-President, Students
Registrar and Executive Director, Student Enrolment

 

 

Resolution 10 - Purchase, Lease, Sale or Disposal of Land and Lease of Space

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute on behalf of the University contracts, and agreements relating to the purchase, lease, sale or disposal of real property or execution of legal documents relating to owned or leased real property subject to the University’s AD 11.13 Purchase or Lease of Land Policy.

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution:

l.         For any single transaction related to the purchase, lease, sale or disposal of land exceeding $2,000,000, and the leasing of space
           to/from the University exceeding $2,000,000 over the lease term, Resolution 1 section 1 shall apply.

2.       For any single transaction related to the purchase, lease, sale or disposal of land not exceeding $2,000,000, and the leasing of
          space to/from the University not exceeding $2,000,000 over the lease term by any one of the:

President and Vice-Chancellor
Vice-President, Finance and Administration

            and any one of the:

Associate Vice-President, Finance
Chief Facilities Officer

3.         For any document, contract, agreement related to the above and not exceeding $1,000,000, including but not limiting the
            generality thereof such as right of way, easement, land title and licenses, the signing officers shall be any one of the:

Vice-President, Finance and Administration
Associate Vice-President, Finance
Chief Facilities Officer
Director, Facilities Administration and Real Estate Services

 

 

Resolution 11 – Banking

1.   Bank accounts necessary to transact business in the name of Simon Fraser University (the “University”) may be held at any Schedule I or Schedule II bank regulated by the Office of the Superintendent of Financial Institutions and at any credit union or trust company regulated by the British Columbia Financial Institutions Commission, (the "Banks").

2.   Any two persons holding Group A positions, shall have the authority to:

  1. establish bank accounts in the name of the university;
  2. borrow money for operating purposes by way of direct advances up to $20 million;
  3. arrange through the bank an irrevocable letter of credit in the amount and duration necessary to resolve the solvency deficiency requirements within the SFU Administrative/Union Staff Pension Plan and the SFU Academic Pension Plan;
  4. Negotiate and sign on behalf of the university agreements, connection with borrowing money and other banking business of the university; and
  5. Sign cheques, drafts and orders for payment of money drawn on the university bank account, in any amount, by either manual signatures or facsimile signatures given by technological means.

            Group A Positions
            President and Vice-Chancellor
            Vice-President, Finance and Administration
            Associate Vice-President, Finance
            Director, Treasury
            Director, Financial Services
            Assistant Treasurer

3.   Any one of Group A Positions or, the Associate Director, Financial Services or Manager, Payroll has authority to administer electronic banking permission settings.

4.  Electronic banking payments (electronic fund transfers, cheques issued pursuant to positive pay processes, wires, direct debit and other types of electronic orders for payment of money) drawn on university bank accounts shall have the electronic approval of any one of Group A or Group B Positions.

            Group B Positions
            Associate Director, Financial Services
            Manager, Payroll
            Director, Student Financials

5. The university shall provide to the banks this resolution and a list of the persons in those positions so authorized to have banking authority, together with specimens of their signatures and shall notify the banks in writing of any change of this resolution or such persons and positions.  Such documents when received and acknowledged by the banks shall be binding on the university until written notice to the contrary is provided to and acknowledged by the banks.

6. The banks are hereby authorized and directed to act on the directions of the signing officers listed herein.

 

 

Resolution 12 – Sale of Debentures

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to enter into and execute debentures on behalf of the University:

For any single transaction, the signing officers shall be any two of the:

President and Vice-Chancellor
Vice-President, Finance and Administration
Associate Vice-President, Finance
Director, Financial Services
Director, Treasury

 

 

Resolution 13 – Disposal of Securities

The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to sell, assign and transfer all or any shares or bonds of incorporated Companies registered in the name of the University, and to make, execute and sign all necessary sets of assignments and transfer thereof on behalf of the University:

For any single transaction, the signing officers shall be any one of the:

Vice-President, Finance and Administration
Associate Vice-President, Finance
Director, Treasury
Assistant Treasurer

 

 

Resolution 14– Patent applications delegated by the President to the Vice-President, Research

           
The following persons are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to execute the preparation, filing and prosecution of patent applications on behalf of the University:

For any single transaction, the signing officers shall be any one of the:

Vice-President, Research
Associate Vice-President, Research

 

Resolution 15 – Use of the Corporate Seal

1.         The corporate seal is in the custody of the University Secretary and the Registrar and Executive Director, Student Enrolment.

2.         The University Secretary or designate shall affix the seal to documents requiring the seal that have been approved either by the Board of Governors or by              the appropriate signing officer(s). The affixing of the seal is to be confirmed by the signature of two of the following:

University Secretary
General Counsel
Board Assistant

A record shall be maintained of the documents to which the seal has been affixed.

3.         The Registrar and Executive Director, Student Enrolment may affix the seal to degrees, diplomas and certificates when the
            appropriate approval has been granted, and other student records and reports as required.

4.         Both officers may affix the seal for ceremonial purposes and no register shall be maintained.



                                                                     Resolution 16 – Authority for Non-Financial Statement Audits

The following positions are hereby appointed as signing officers of the University for the purpose of this resolution and are authorized to engage auditors and approve the following specific types of reports which are examined by external auditors. This Resolution does not apply to the audit of the annual financial statements of the University.

 

1. A133 Schedule of Expenditures of United States Federal Awards

Any two of:

President and Vice-Chancellor
Vice-President, Finance and Administration
Associate Vice-President, Finance
Director, Financial Services

2. United States William D. Ford Direct Loan Program

Any two of:

President and Vice-Chancellor
Vice-President, Academic and Provost
Associate Vice-President, Students
Registrar and Student Enrollment, and Secretary of Senate
Director, Financial Aid and Awards

3. Annualized Full-Time Equivalent Enrollment Report

Any two of:

President and Vice-Chancellor
Vice-President, Academic and Provost
Associate Vice-President, Academic and Associate Provost
Director, Institutional Research and Planning

4. Reports on non-financial statement matters that involve providing an audit thereon

Any two of:

President and Vice-Chancellor
Vice-President, Finance and Administration
Associate Vice-President, Finance
Director, Financial Services

With respect to all of the foregoing, the subject reports and related communications from auditors will subsequently be provided to the Board of Governors through the Audit Committee. The auditors of the foregoing reports may communicate as they see fit to the Board of Governors through the Audit Committee.