Applies to: All University of Southern California faculty, students, and staff as well as volunteers and third parties conducting work for or on behalf of the University.
1. UNIVERSITY SIGNATURE POLICY
Issued: August 3, 2010
Last Revised: July 25, 2023
Last Reviewed: August 23, 2023
2. Policy Purpose
This policy identifies who is authorized to enter into Agreements on behalf of the University and how authorized individuals may delegate signature authority. This policy also outlines conditions that must be met before any Agreement on behalf of the University is signed and the use of electronic signatures.
3. Scope and Application
This policy applies to any Agreement as defined below.
The University’s schools, colleges, institutes, departments, and clinical services are operated as integrated divisions of the University and not as separate corporate entities; therefore, all Agreements should be entered in the name of the University. Signature authority on behalf of the University’s corporate affiliates and subsidiaries is governed by each entity’s corporate bylaws and policies. The Office of the General Counsel advises on a case-by-case basis regarding signature authority on behalf of the University’s corporate affiliates and subsidiaries.
|Agreement||Any document, instrument, agreement, or other communication, whether written or oral, between the University and a third party that binds or could be perceived as binding the University to a Financial Commitment or non-financial commitment or obligation.|
|Authorized Delegator||A Senior Officer authorized in writing by the President of the University to delegate signature authority to other administrative executives. Generally, University deans, directors of institutes/programs, and department chairs, are not Authorized Delegators and do not have signature authority.|
|Financial Commitment||All amounts and/or other financial value the University may be obligated to pay or transfer to a third party during the term of an Agreement.|
|Senior Officer||Those University officers listed in Article VI, Section 6.4(a) of the University Bylaws.|
5. Policy Details
Signature authority is a formal designation that allows an individual to enter into an Agreement on behalf of the University. Individuals may enter into Agreements on behalf of the University only if they are authorized: (i) in accordance with the Bylaws of the University, as amended from time to time (see excerpts in Appendix A to this policy); (ii) by a valid delegation as described in this policy; or (iii) by a resolution of the Board of Trustees.
Although the Bylaws grant signature authority to all Senior Officers, each Senior Officer should, after appropriate consultation with the President, only enter into those Agreements that fall within their respective areas of responsibility. In the event the Senior Officer who would ordinarily sign an agreement is unavailable, another appropriate Senior Officer – in particular, the Senior Vice President, Administration, the Senior Vice President, Finance and Chief Financial Officer, or the Senior Vice President and General Counsel – may sign in their stead.
Agreement Contents and Review
Any individual authorized to enter into an Agreement on behalf of the University is responsible for ensuring that each of the following conditions are met prior to execution:
- All Agreements are reviewed by the Office of the General Counsel as to legal form and effect, as evidenced by a written approval from an attorney in the Office of the General Counsel. A record of such approvals must be retained by the individual signing.
- All Agreements that include opportunities for advertising or promotion of third-party products and services must comply with the University Sponsored Advertising and Sponsorships Policy.
- All Agreements that provide for a lifetime privilege granted to an individual or group are also approved in writing by the appropriate Senior Vice President(s). This includes any right, special advantage, or benefit given that relates to University events, athletic events, life or health insurance, employment, compensation, parking or other facilities use, or any other University activity.
- All Agreements that provide for exclusivity in any relationship with the University are also approved in writing by the appropriate Senior Vice President(s). This includes exclusive use of the University’s identity with travel organizations, hotels, car rentals, credit cards, bank relationships, telephones, pagers, other communication devices, jewelry, clothing, footwear, merchandise or materials for sale, and any other relationships with the University that provide exclusivity.
- Financial Commitments that are reasonably expected to accumulate, over the course of the current or ensuing fiscal year(s), to a level in excess of an individual’s delegated signature authority must be treated as being outside the limits of delegated authority. Such Financial Commitments must be approved by a delegate with the appropriate level of authority.
- No Agreement is in conflict with the University’s organizational documents including its Bylaws, any action taken by the Board of Trustees, or the University’s mission or non-profit status.
- No Agreement is in conflict with any University policy, including any University expenditure and procurement policies.
Unless otherwise provided by law, regulation, or University policies, individuals with signature authority may use an electronic signature as the equivalent of their handwritten signature.
Failure to comply with this policy may result in revocation of signature authority (if applicable) and corrective and/or disciplinary action, up to and including termination of employment.
From time to time, outside entities ask the University to provide written documentation evidencing a signatory’s authority to bind the University. Such requests should be directed to the Secretary of the University or Associate Secretary of the University.
Article XI, Section 11.2 of the University Bylaws provides for the following signature authority:
“EXECUTION OF DOCUMENTS. Except as otherwise required by law or by the Board, documents shall be executed on behalf of the University as follows:
All contracts, deeds, leases, notes, and other instruments in writing shall be signed by any one of:
Chair of the Board
Vice Chair of the Board (only with respect to such documents that the Vice Chair is executing in discharging duties of the Chair of the Board in his/her absence or incapacity or as specifically authorized by the Board)
President of the University
Any Senior Officer (as defined in Article VI, Section 6.5(a) of these Bylaws)
In addition to the above, the President of the University, and those Senior Officers authorized by the President of the University, may give written authorization to other administrative executives to sign various described classifications of documents.”
The term “Senior Officers” of the University is defined in Article VI, Section 6.5(a) of the University Bylaws as the:
- Provost and Senior Vice President, Academic Affairs
- Senior Vice President, Administration
- Senior Vice President, Finance and Chief Financial Officer
- Senior Vice President, Human Resources
- Senior Vice President and General Counsel
- Senior Vice President, University Advancement
- Senior Vice President, University Relations
- Senior Vice President and Chief Communications Officer
- Senior Vice President, Health Affairs
- Senior Vice President, Research and Innovation and;
- any additional Senior Officers as the Board of Trustees may find necessary or appropriate
|POSITION or OFFICE||RESPONSIBILITIES|
|Office of the General Counsel||Draft and Review Signature Delegation LettersConfirm Individuals’ Authority to enter into Agreements on behalf of the University|
|Secretary/Associate Secretary of the University||Issue Certificates|
9. Related Information
Please direct any questions regarding this policy to:
|Office of the General Counsel||(213) firstname.lastname@example.org|