SIGNATORY AUTHORITY POLICY

Overview

The Bylaws (“Bylaws”) of the Trustees of Tufts College (the “Corporation”) designate the President of the University as the leader of the educational policy and chief executive officer of the University. Section 3.1.3 of the Bylaws provides that:

3.1.3 Signatory Authority The President shall have power to sign in the name and on behalf of the Corporation all duly authorized contracts, deeds and other instruments, including acceptances of gifts, bequests and devises to the University. Any such instrument may also be signed in the name and on behalf of the Corporation by the Chair of the Board or any other person designated for that purpose by the Board of Trustees or the Executive Committee

This policy represents a more specific outline of the scope of authority being granted to the various officers and employees of the University. Nothing in this Policy shall be deemed to override the authority granted by the Bylaws to the Board of Trustees and its established committees or to specific officers of the University. Questions concerning the interpretation of this policy and its application in specific situations should be forwarded to the Executive Vice President and/or University Counsel. Signature authority is subject to the general policies and procedures set forth below.

For the purposes of this policy, signature authority levels are set as follows:

  • Level I: Authority to execute contracts and agreements, without a dollar limitation.
  • Level II: Authority to execute contracts and agreements in an amount not to exceed $1,000,000.
  • Level III: Contractual agreements to engage consultants initiated by a specific school or operating unit, not to exceed $250,000.

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I. President

The President has inherent authority to sign all contracts and agreements on behalf of the University pursuant to Section 3.1.3 of the Bylaws. This authority is retained and may be exercised notwithstanding delegations of authority to sign certain contracts to other administrative officers.

II. Level I

The Provost has Level I authority to sign all contracts and agreements relating to the academic affairs of the University, including without limitation, research and licensing matters and faculty appointments.

The Executive Vice President has Level I authority to sign all contracts, agreements and official documents relating to the business of the University, including, without limitation, loans, mortgages, leases, purchase agreements and placement agreements.

III. Level II

The Deans, Vice Provost and Vice Presidents have Level II authority to execute agreements within their respective areas of responsibility on behalf of the University as defined in section IX, 1.

IV. Level III

Deans, Executive Administrative Deans, Vice Provost and Vice Presidents each have authority to execute contractual agreements for the engagement of consultants, not to exceed $250,000. Agreements in excess of $250,000 require the approval of the Executive Vice President.

Consulting Services are understood to mean professional services offered by an individual or organization resulting in expert and professional advice.

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V. Chief Investment Officer

The Chief Investment Officer has authority to execute agreements for the investment, reinvestment and management of the investment assets of the Corporation and for the retention or termination of external investment managers for the Corporation’s assets, provided that any such investment complies with the investment guidelines approved by the Investment Subcommittee of the Board of Trustees. The Chief Investment Officer also has Level II authority to approve expenditures relating to the investment function of the University.

VI. Secretary and any Assistant Secretary

The Secretary and any Assistant Secretary are authorized to attest to the proper execution of documents on behalf of the Corporation by its officers.

VII. Senior Counsel

Each Senior Counsel is authorized to execute agreements retaining outside counsel on behalf of the University (which agreements shall at all times be subject to the Outside Counsel Guidelines except as otherwise approved by the President, the Executive Vice President or the Vice President for University Relations), to waive conflicts of interest by outside counsel and to execute legal pleadings on behalf of the Corporation.

VIII. Delegation of Authority to other University Officials

Except as specifically provided herein and in the Bylaws, no other University officials are deemed to be officials of the University or to have the authority to bind the University as an institution, either contractually or financially.

Level II signers may delegate authority to execute contracts and agreement up to $1 million to individuals within their organization consistent with Section IX.

Level I signers and the President may delegate authority to individuals within their organization to execute contract and agreements in excess $1 million.

The delegation should be documented in writing and with a copy sent to the Vice President for Finance and the original retained on file by the delegating official.

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IX. General Policies and Procedures

  1. Each Dean, the Vice Provost and each Vice President has the authority to execute contracts and agreements within his/her specific area of responsibility as follows, subject to the limitation of Level II authority:
  • Deans – Academic affiliation agreements and faculty employment agreements that do not otherwise require Board of Trustee approval
  • Vice President for Finance – Contracts or agreements to purchase goods or services (except consulting services as defined in Section IV)
  • Vice President for Operations – Construction and renovation agreements, real estate acquisition agreements and space leases
  • Vice President for Human Resources – Offers of employment and termination agreements for staff
  • Vice President for University Relations – Legal settlements
  • Vice Provost – Intellectual property agreements, Licenses, Transfer Agreements and the receipt of grants and contracts
  • Vice President for Advancement – Receipt of Gifts
  • Vice President for Information Technology – Purchase and license agreements for information technology systems and applications
  1. No employee can commit or approve expenditures from which they will receive a direct personal benefit. Approval should always be obtained from the next higher level of management. Refer to Tufts’ Business Conduct Policy.
  2. During a temporary absence, and in the absence of specific delegation of authority, approval must be obtained from the next higher management level within the same chain of delegation.
  3. Under no circumstances should approval be given at any level for expenditures or commitments of funds that are in conflict with the letter or spirit of existing laws or the University’s Business Conduct Policy.
  4. The individual who approves any transaction which constitutes a commitment between the University and a non-University party is responsible and accountable for ensuring that:
    1. He or she has the authority to approve the transaction or execute a contract;
    2. Where required, institutional review and approval has been obtained before any commitment is made;
    3. Where appropriate, the transaction, proposal or agreement includes the appropriate standard provisions recommended by University legal counsel;
    4. Funds for the transaction have been allocated or are otherwise available within regularly approved budgets, special appropriations, or restricted or designated accounts;
    5. There is no real or apparent conflict of interest on the part of the approving individual or any other individual or organization involved in the transaction or, where a real or apparent conflict of interest does exist, the issues have been resolved prior to entering into the transaction or contract as provided for by the University’s Conflict of Interest Policy.
  5. These guidelines are designed to address transactions that occur in the normal course of business. Transactions or expenditures that are normally accumulated for approval should not be separately approved to avoid a higher approval level.
  6. All contracts or consulting agreements that are not on standard or previously approved forms should be reviewed by the Office of University Counsel before execution, unless other arrangements for internal or external legal review have been approved by the University Counsel or the Executive Vice President.

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