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Interim Regulation for Delegation of Authority to Sign Contracts
REG01.10.01 Version 1
History: Approved February 2, 2011, to be effective immediately.
Related Policies: UNC Code Section 502A
ECU Plan for Management Flexibility to Appoint and Fix Compensation
Additional Resources: N.C. General Statutes 114-8.3
Contact Information: University Attorney at 252-328-6940; Director of Materials Management at 252-328-6434
1. Introduction and Scope
This regulation governs the delegation of authority to sign contracts involving commitment of the financial, academic, physical and human resources of East Carolina University ("ECU" or the "University"), including, but not limited to, purchases, use of facilities, sponsored programs, health care services, employment and other contracts requiring performance by ECU.
2. Who is authorized to sign contracts
2.1. Full executive and administrative power is vested in the Chancellor by N.C. Gen. Stat. 116-34(a) and Section 502A of The Code of the Board of Governors of The University of North Carolina. Inherent within this power is the authority to sign contracts binding East Carolina University. This authority is retained and may be exercised notwithstanding delegations of authority to sign certain contracts to other administrative officers.
2.2. The Chancellor may delegate signatory authority to selected delegates pursuant to the procedure set forth in this regulation. Delegates may further sub-delegate their authority to other administrators unless the delegation of authority from the Chancellor specifies otherwise.
2.3. East Carolina University does not recognize contracts signed by University employees as binding on the University unless the employee who signed the contract has formal, written delegated signatory authority. Section 3 of this regulation sets forth the procedure for formally delegating and sub-delegating authority to sign contracts that will be recognized as binding on the University.
2.4. Employees who sign contracts purporting to bind the University without authority properly delegated under this regulation may be held personally liable by the University for its damages, if any, and may be subject to University disciplinary action.
2.5. The Office of the University Attorney maintains and publishes on the ECU website, a list of properly executed delegations of signatory authority (Delegations of Signature Authority for Contracts). Effective April 30, 2011, all previous and outstanding delegations of authority not listed therein are superseded and rendered void as of said effective date and must be reformulated in accordance with this regulation.
2.6. Departments must follow any applicable purchasing procedures that are promulgated by the Director of Materials Management pursuant to the authority delegated by the Chancellor and Vice Chancellor for Administration and Finance.
2.7 No employee may execute a contract that exceeds one million dollars ($1,000,000) without consulting with and, if necessary, receiving review of the contract by the University Attorney or his/her designee. Pursuant to N. C. General Statutes § 114-8.3 (b), the University Attorney or his/her designee must review all proposed term contracts for supplies, materials, printing, equipment, and contractual services that exceed one million dollars ($1,000,000) to ensure the proposed contracts are in proper legal form, contain all clauses required by law, are legally enforceable, and accomplish the intended purposes of the proposed contract. The term "review" does not constitute the approval or disapproval of the policy merit or lack thereof of the proposed contract. The University Attorney (or designee) must comply with any rules established by the Attorney General or the N.C. Department of Administration regarding review of contracts.
2.8. The procedures for the appointments of faculty and EPA professional and administrative personnel within the Division of Academic and Student Affairs are to be promulgated by the Provost and Senior Vice Chancellor for Academic and Student Affairs pursuant to the authorization delegated by the Chancellor. NOTE: Senior Academic and Administrative Officers (SAAO), tier I appointments may not be delegated below the Chancellor in accordance with ECU’s approved Plan for Management Flexibility to Appoint and Fix Compensation
2.9. The procedures for the appointments of faculty and EPA professional and administrative personnel within the Division of Health Sciences are to be promulgated by the Vice Chancellor for Health Sciences pursuant to the authorization delegated by the Chancellor. NOTE: Senior Academic and Administrative Officers (SAAO), tier I appointments may not be delegated below the Chancellor as noted in Section 2.8, above.
3. Required Elements of Memorandum of Delegation
3.1 All delegations of signatory authority must be formalized in a written Memorandum of Delegation.
3.2 Delegations of signatory authority must be to positions, not to individuals. As of April 30, 2011, any prior outstanding delegations to individuals are void, and must be reformulated and published in accordance with this regulation.
3.3 The Office of the University Attorney maintains a template which is to be followed as an instrument for drafting the Memorandum of Delegation. The Memorandum of Delegation must include:
3.3.1. A description of the delegator’s authority, which includes a citation to the original delegation from the Chancellor and the date(s) of the documents/Memoranda of Delegation by which the delegator delegating office received:
3.3.1(a) the authority to sign contracts AND
3.3.1(b) the authority to delegate the authority to sign contracts;
3.3.2. A detailed description of the scope, terms and limitations of the delegation of authority, including a description of the types of contracts the delegate is authorized to sign;
3.3.3. A statement – if applicable -- of whether the delegation includes permission for the delegate to sub-delegate that authority; and
3.3.4. A courtesy copy, to be distributed to the delegator and other interested principals.
3.4. A copy of the delegation must be submitted to Office of the University Attorney for review and publication on that office's website. The delegation will not become effective until published on the University Attorney’s website as part of the list of properly executed delegations of signatory authority (Delegations of Signature Authority for Contracts).
3.5. A copy of the Memorandum of Delegation must be kept on file in the office of both the delegator and the delegate, if the two are not part of the same office.