Number: ADMIN 150
Effective: April 3, 2018
Last Reviewed: June 7, 2022
Department: Finance and Business
Last Revision: April 19, 2022

Purpose

This policy provides for oversight and responsible stewardship of the resources of the College.

Scope

This policy applies to all contracts or other written documents that obligate the College financially, legally, or in its operations with an outside party.

Definition

Emergency Absence: Emergency Absence refers to a sudden or prolonged unplanned circumstance where the President or a Senior Leader is unable, or it is reasonably anticipated that they will be unable to execute their authority to sign agreements, and where the individual is also unable to delegate their authority to an authorized delegatee.

Administrative Unit: Any department, office, division, or other administrative component of the College.

Electronic Signature: An electronic "sound, symbol, or process" attached to a contract or other record which was executed or adopted by a person with the intent to sign such contract or record.

Signature Authority: The legal right to execute contracts and other written instruments in the name of and on behalf of the College and to bind the College to an obligation or promise.

Delegator: An individual with authority to delegate signature authority to another individual.

Delegatee: An individual that receives the authority to sign agreements from a Delegator.

Policy:

This policy controls the authorization and delegation of signatory authority in regard to institutional agreements executed between the College and outside parties. It defines which employees of the College are authorized to legally bind the College or obligate resources of the College. It further provides authority to designate temporary signature authority to facilitate efficiency and productivity in College administration through the delegation of signature authority to other CWI employees.

The CWI Board of Trustees (Board), pursuant to Idaho statute, has the authority to adopt policies and regulations for its own government and the government of the College. (See IC 33-2107(1)). This authority includes the ability of the Board to delegate signature authority for various contracts and agreement to CWI employees, where the approval of the Board is not required.

Guidelines:               

For audit purposes, agreements entered into or made prior to the latest revision of this policy are subject to that version of this policy in effect at the time the agreement was initiated. Agreements entered into after the latest revision date of this policy are subject to this policy as amended.

No CWI trustee, employee, faculty, or staff may sign a contract without the express written authorization as designated in this policy, or pursuant to a sub-delegation of authority pursuant to this policy. Any individual who signs on behalf of the College without proper signature authority may be personally liable for the terms and conditions contained therein and will be potentially subject to institutional policies regarding employee misconduct.

The College shall not be bound to any contract, legal document, or other obligation made by any individual acting outside the express authority stated by this policy notwithstanding any representations or misrepresentations that may be made about the individual’s apparent authority.

This policy does not apply to signatures or approvals required for internal College transactions and processes including, time reports, purchase card (P-card) transactions, space reservations, or purchase orders.

 A. CONTRACTS REQUIRING BOARD APPROVAL AND SIGNATURE

The Board has approval authority through its governance polices for the following categories of contracts below. (See CWI Governance Policies: Section 4.01 (Revised 3/01/2022)). Signature authority for Board-approved goods and services may be delegated by the Board to CWI Officers.

a. Financial Auditors
b. Comprehensive Strategic Planning
c. Outside Legal Counsel
d. College Investment Advisors and Investment Planning
e. All real estate rent or lease agreements and contracts
f. Multi-year contracts that are valued at one million five hundred thousand dollars ($1,500,000) over the duration of the contract
g. Emergency spending
h. Sole source expenditures pursuant to Idaho Code Section 67-2808
i. Any contract involving the naming of a College building or location
j. Any contract required to be signed by the Board pursuant to state or federal law
k. Capital expenditures and new buildings

B. DELEGATION OF SIGNATURE AUTHORITY FROM BOARD TO CWI PRESIDENT AND EMPLOYEES

Through this policy the Board has delegated signature authority to the President of the College (President). The President retains signature authority for all faculty employment contracts, and for contracts that require a presidential signature pursuant to the terms of the contract.

The President has delegated all other signature authority to the senior leaders (Senior Leaders) of the College to ensure the orderly and efficient operation of the College. The delegation of signature authority under this policy is to persons holding specific titles as employees of the College, whether on a permanent or interim basis. Any individual with delegated signature authority is required to sign agreements with their name and title. The following Senior Leader positions have been delegated signature authority for agreement arising out of an Administrative Unit that they have administrative and organizational authority, unless noted otherwise.

Senior Leaders are as follows:

1. Vice President of Finance
2. Provost
3. Vice President of Human Resources
4. Executive Vice President of Operations
5. Vice President of Advancement

In the event that it is unclear whether a Senior Leader has the appropriate signature authority for a certain contract, the President shall make a written determination of which Senior Leader has signature authority, which shall be submitted to the CWI Contracts Group.

In the event of the Emergency Absence of a Senior Leader, the President may delegate the absent Senior Leader’s signature authority to another Senior Leader through submission of a Delegation of Signatory Authority form found on CWI’s internal website for the Business Office under Contracts & Procurement.

In regard to an Emergency Absence of the President, the Executive Vice President of Operations will automatically have delegated signature authority of the President pursuant to this policy. Prior to use of the President’s signatory authority, the Executive Vice President of Operations is required to submit a completed and signed Delegation of Signatory Authority form to the Contracts Group.

C. SUB-DELEGATION OF AUTHORITY WITHIN CWI

A Senior Leader (Delegator) is permitted to sub-delegate signature authority to another Senior Leader, or an employee that reports directly to the Senior Leader (Sub-Delegatee). A sub-delegation of signature authority must be: (1) in electronic form (email acceptable), (2) specify the nature of the sub-delegation by contract type, amount and time period, (3) must be submitted to the Contracts Group prior to the execution of any pertinent contract, and (4) must be renewed annually. No sub-delegation can be extended beyond one calendar year. For example, the Provost may delegate signing authority to a Dean to enter into an online subscription agreement (aka “click agreement”).

A sub-delegation is revoked upon the occurrence of any of the following: (1) the Delegator revokes the sub-delegation at any time in a writing submitted to the Contracts Group, (2) at the end of the designated sub-delegation time period, or (3) if the Delegator or Sub-Delegatee is no longer employed at the College.

Questions about delegation and sub-delegation can be directed to the Contracts Group or the Office of General Council.

D. SIGNATORY AUTHORITY OBLIGATIONS

Every individual with signatory authority, whether through state statute, delegation, or sub-delegation is solely responsible for ensuring the following:

1. The individual has read and understands the nature of the contract.
2. The contract complies with all applicable College policies and procedures.
3. The contract is consistent with sound business and legal practices and CWI Office of General Counsel has been consulted where needed to verify sound legal practices.
4. Appropriate consultation has taken place with any other units within the College that will be impacted by the document.
5. The individual has no conflict of interest in regard to the contract that prohibits its execution.
6. There is budget available to meet any obligations contained in the contract.
7. Ensure that only an individual with appropriate signature authority is the individual executing the contract.

E. FEDERAL GRANT AWARDS

Principal Investigators and the authorized CWI employees in the Grants Group are permitted to sign agreements as required under Federal and State grant awards pursuant to federal or state regulations.

REFERENCED, RELATED, AND SOURCED

Forms and other documentation associated with this policy can be found on the internal Business Office website.