SIGNATURE AUTHORITY/ MAKING COMMITMENTS TO OTHER PARTIES
This guideline is focused on signature authority for making commitments to other parties. Signature authority means the authority to bind FIU to an obligation or promise to another party. Signature authority is an important sub-set of the broader concept of delegated authority. Delegated authority is the legal power to act on behalf of FIU.
Examples of signature authority are:
- the authority to sign a contract with a vendor,
- the authority to sign and submit a grant application, and
- the authority to sign a trademark application.
Examples of the broader delegated authority are:
- authority to make personnel decisions,
- authority to sign a report regarding financial aid to the federal government, and
- the authority to speak on behalf of FIU regarding a particular matter.
Employees should have an understanding of their authority to act or sign on behalf of FIU and take care to ensure that their actions are within their course and scope of employment. Notably, employees determined to be acting outside the course and scope of their employment can be subject to personnel actions and can find themselves not covered by FIU’s insurance. FIU is not bound by any promise or obligation made by an unauthorized person.
Delegated authority is contemplated by, or generally inferable in, an individual’s job description. Today, many delegations of authority are established through the University’s ERP system, PantherSoft. Any questions regarding the scope of your general authority to act on behalf of FIU should be directed to your immediate supervisor.
As more fully explained below, signature authority is established by the President. If after reviewing this guideline or the delegations of signature authority, you have questions regarding the scope of your signature authority or in identifying the appropriate person to sign a document, please contact your immediate supervisor for guidance on the particular question. You may also find FIU’s Contract Review Policy of assistance when signature authority questions arise. Lastly, the Office of the General Counsel maintains all signature delegations and is available to provide advice regarding signature authority to the University community.
THE PRESIDENT’S SIGNATURE AUTHORITY
The FIU Board of Trustees derives its authority from the Florida Board of Governors, primarily pursuant to Board of Governors’ Regulation 1.001. The President, as FIU’s chief executive officer, is responsible for FIU’s administration and operation and has been delegated substantial authority, including signature authority, through various board resolutions pursuant to Board of Governors Regulation 1.001 (2)(e). The President is authorized to sign all documents on behalf of FIU consistently with law and applicable FIU policies and board resolutions and to further delegate signature authority.
DELEGATIONS OF SIGNATURE AUTHORITY FROM THE PRESIDENT
Only persons with a written delegation of signature authority from the President are authorized to sign agreements making commitments to other parties and then only consistently with the conditions established by the President. The President has delegated signature authority to his direct reports for various purposes. For a list of FIU employees authorized to sign agreements or other documents making commitments to third parties, please see Delegations of Signature Authority.
SUB-DELEGATIONS OF PRESIDENTIAL SIGNATURE AUTHORITY
The President may, in signature delegations to his direct reports, authorize a direct report to sub-delegate contract signature authority to their direct reports. The following principles guide those sub-delegations of authority:
- The President’s delegation of signature authority must expressly authorize the authority to sub-delegate.
- Signature authority may only be sub-delegated consistently with the authority granted in the President’s delegation. The President may impose conditions on sub-delegation authority, including dollar limits, time limits and the like.
- Sub-delegations of authority must be documented in writing, on the FIU approved form, and provided to the Office of the General Counsel for recording in the University’s records. Sub-delegations are not effective until a copy of the sub-delegation has been provided to the Office of General Counsel.
- Those sub-delegating signature authority are accountable at all times for signature authority they sub-delegate and are responsible for appropriate monitoring of sub-delegated authority.
IMPLIED REPRESENTATIONS BY ALL SIGNATORIES
Employees signing documents on behalf of FIU through a Presidential delegation of signature authority are making the following implied representations to FIU:
- The signer is acting within his or her delegated authority.
- The signer, after appropriate investigation and inquiry, is satisfied that the obligations or promises within the document conform to FIU policy.
- The signer, after appropriate investigation and inquiry, is satisfied that the substance of the document’s promises and obligations meet valid purposes of FIU’s mission, including appropriate business purposes.
- The signer, after appropriate investigation and inquiry, is satisfied that the information is accurate and that there has been adequate disclosure of any potential conflicts of interest.
- The signer, if necessary to satisfy the obligation to appropriately investigate and inquire, has consulted other specialized personnel within FIU (e.g., Risk Management, the Controller’s Office or the Office of General Counsel).