Only certain employees may sign documents on behalf of the university or otherwise obligate the university or commit its resources. Furthermore, all agreements the university enters into must be reviewed by the Office of the General Counsel prior to execution, and sufficient time must be scheduled into the drafting process to allow for proper review. A school or department may only enter into an agreement with an outside entity in the name of the corporate entity (the “University of Southern California”).
Signature authority, and the process for delegating this authority, originates in Article XI, Section 11.2 of the university Bylaws:
“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:
Chairman of 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 Bylaws to include the Provost and Senior Vice President for Academic Affairs, Senior Vice President for Administration, Senior Vice President for Finance and Chief Financial Officer, Senior Vice President for University Advancement, Senior Vice President for University Relations, Senior Vice President and Chief Executive Officer for Keck Medicine of USC, Senior Vice President and General Counsel, and any additional Senior Officers as the Board of Trustees may find necessary or appropriate.
On August 3, 2010 the university issued a policy (the “Contracts and Agreements Policy”) declaring the university’s practice of restricting the signature authority on all university agreements, regardless of origin, to either the Provost and Senior Vice President for Academic Affairs or the Senior Vice President for Administration as primary signers. Although the Bylaws grant signature authority to other officers, they normally defer to the primary signers when available. The Contracts and Agreements Policy also limits authorization to approve instruments involving exclusivity or lifetime benefits to the Provost and Senior Vice President for Academic Affairs or the Senior Vice President for Administration.
Though the Contracts and Agreements Policy sets out a general preference to defer to primary signers when available, signature authority for certain types and classes of document are delegated to other signatories. These signatories are notified in writing when they are given signature authority and are made aware of the scope and nature of their authority.
Questions on the authority of an individual to sign particular documents should be directed to the Assistant Secretary of the University.