Authority to Sign Contracts and Other Official Documents

Executive Summary

The Chancellor has the authority to execute contracts, financial documents, and other official documents necessary for the conduct of the University’s business. Identical authority has been delegated to the Vice Chancellor for Business Affairs. No person is authorized to execute such documents on behalf of the University unless authority to do so has been delegated in writing by the Chancellor or other University official authorized to make such delegation.

I. Policy Statement and Purpose

The Chancellor has the authority to execute contracts, financial documents, and other official documents necessary to conduct University business. No person is authorized to execute such documents on behalf of the University unless authority to do so has been delegated in writing by the Chancellor or another University official authorized to make such delegation.

The purpose of this Policy is to clarify the source of all University signature authority, the responsibilities of those individuals to whom University signature authority has been delegated, and the consequences of signing Contracts without the appropriate signature authority.

II. Definitions

The following definitions apply to this Policy:

• A Contract is any document that legally binds the University to another party, including any agreement in which either party promises to take specific actions or to refrain from taking certain actions. A Contract could be called an affiliation agreement, memorandum of understanding (“MOU”), terms and conditions, letter of agreement, purchase order, or any number of other labels. A Contract might or might not involve the payment of money. Online terms and conditions that must be accepted prior to using a product or service are also considered Contracts under this Policy.
• To sign a Contract means to affix any personal identifier to a hardcopy, electronic version, or other form of Contract with the intent to agree to the obligations therein. Signing includes, but is not limited to, affixing a handwritten signature, causing a digital signature to be affixed, typing a name or initials, and clicking an “I Agree” box online.

III. Applicability

This Policy applies to any University employee or member of the Board of Trustees who purports to bind the University by signing a Contract.

IV. Procedures

A. Delegation of Signature Authority by the Chancellor

The Board of Trustees of The University of North Carolina at Charlotte has authorized the Chancellor to execute Contracts, financial documents, and other official documents necessary to conduct University business. Identical authority has been delegated to the Vice Chancellor for Business Affairs, and, in the absence of that Vice Chancellor, to the Associate Vice Chancellor for Finance.

Pursuant to authority granted by the Board of Trustees, the Chancellor has delegated to other individuals on the campus limited authority to sign Contracts and certain other documents as agents of the University. No person is authorized to execute such documents on behalf of the University unless authority to do so has been delegated in writing by the Chancellor or another University official authorized to make such delegations. Administrative positions at the University whose incumbents are currently assigned such authority are listed here.

B. Delegation of Signature Authority by the President of The University of North Carolina

Policies of The University of North Carolina authorize the President of The University of North Carolina to execute certain sponsored program Contracts. Sponsored Programs are scholarly, professional, and creative activities that University personnel conduct with support from external funding instruments such as grants, contracts, cooperative agreements, or other agreements deemed appropriate by The University of North Carolina Board of Governors. To expedite sponsored program Contracts, the President of The University of North Carolina has delegated to certain named individuals at each institution the authority to sign applications for grants, contracts or cooperative agreements and internal processing forms on behalf of the institution’s chancellor and chief financial officer. No other persons are authorized to sign such documents for those officers.

C. Unauthorized Signatures

The University does not recognize Contracts signed by University employees or agents as binding on the University unless the employee who signed the Contract has duly delegated signature authority. Employees who sign a Contract purporting to bind the University without authority properly delegated as described in this Policy may be personally liable under the Contract and may be subject to University disciplinary action.

V. Roles and Responsibilities

A. Authorized Employees

Employees to whom signature authority has been delegated are responsible for ensuring that a Contract conforms to applicable University, UNC System, state, and federal policies, regulations, rules, and guidelines and that all necessary insurance coverage is in force. University offices that can assist with the review of certain Contracts are listed in the What to Consider Before Signing a Contract resource guide.

B. Office of Legal Affairs

The Office of Legal Affairs is responsible for maintaining a current record of campus officials authorized to sign particular Contracts or other classes of documents for the University. That office will respond promptly to requests for information concerning signature authority or requests for assistance in obtaining additional delegations from the Chancellor. Campus officials responsible for making such delegations should inform that office of any changes made in delegation of that authority.

Related Resources

• What to Consider Before Signing a Contract
• Individuals Authorized to Sign Contracts and Other Official Documents

Authority

Chancellor

Policy Revisions