Procedure for the Sub-delegation of Contractual Signing Authority – May 25, 2020

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PROCEDURE FOR SUB-DELEGATION OF

CONTRACTUAL SIGNING AUTHORITY

Procedure

Type:

Management

Initially

Approved:

May 25,

2020

Procedure

Sponsor:

General Counsel

& University

Secretariat

Last Revised: May 25,

2020

Administrative

Responsibility:

Associate

General Counsel

Review

Scheduled:

October

2025

Approver:

Executive Leadership Team

PROCEDURES

SUB-DELEGATION OF AUTHORITY

1.1

An Authority may sub-delegate their contractual signing authority through an acting

sub-delegation as set out in article 2 of this Procedure or through a transactional

sub-delegation as set out in article 3 of this Procedure. An Authority is presumed to

sub-delegate their contractual signing authority by approving of a purchase

requisition as set out in Article 4 of this Procedure.

1.2

Any sub-delegation of contractual signing authority under article 2 or 3 of this

Procedure must be made by the Authority to the recipient of the sub-delegation in

writing and must set out the extent and duration of the sub-delegation. Any sub-

delegation of contractual signing authority under article 4 will only be presumed

where a purchase requisition has been approved in accordance with the Purchasing

policy.

1.3

The recipient of sub-delegated contractual signing authority under article 2 or 3 must

attach a copy of the written record of sub-delegation to the internal copies of any

Contractual Commitments that the recipient Approves. This includes any copies of

the Contractual Commitments that are sent to Accounts Payable for payment.

1.4

The sub-delegated contractual signing authority under article 2 or 3 may be revoked

at any time in writing by the Authority who originally granted the sub-delegation or

that Authority’s supervisor.

1.5

An Employee who has received temporary sub-delegation of contractual signing

authority may not further sub-delegate that contractual signing authority.

1.6

Authorities are accountable for any Contractual Commitments Approved by an

Employee who was granted temporary sub-delegation of contractual signing

authority by that Authority.

ACTING SUB-DELEGATION

2.1

An Authority may temporarily sub-delegate their contractual signing authority during

periods of absence from the University to an Employee who is acting in their position

in the Authority’s absence. If an Authority does not sub-delegate their contractual

Procedure for the Sub-delegation of Contractual Signing Authority – May 25, 2020

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signing authority prior to an absence, the Authority’s supervisor may do so. A sub-

delegation must be either to a person who reports to that the Authority or to a person

who reports to the Authority’s supervisor.

2.2

Where possible to do so without affecting the operations of the University,

Employees who have received acting sub-delegation should delay Approval until the

return of the incumbent.

3. TRANSACTIONAL SUB-DELEGATION

3.1

Where, due to the nature of a transaction, the University will be required to enter into

Contractual Commitments within a limited window of time (such as where the

University is locking into fixed rates in a fluctuating market) and the Authority over

those Contractual Commitments will be unavailable during this time, that Authority

may temporarily sub-delegate its contractual signing authority to another Authority

by temporarily increasing that Authority’s Financial Commitment threshold.

3.2

Transactional sub-delegations must specify the recipient’s new Financial

Commitment threshold and the duration of the sub-delegation. The Authority may

set out further conditions or restrictions for the transactional sub-delegation of

authority.

3.3

Transactional sub-delegations may only be in place for a maximum of 48 hours. The

Authority may renew a sub-delegation of contractual signing authority after the expiry

of the initial sub-delegation.

4. PURCHASE REQUISITION SUB-DELEGATION

4.1

Where an Authority approves of a purchase requisition in accordance with the

Purchasing policy, that Authority is presumed to have sub-delegated its contractual

signing authority to an Employee authorized to issue a purchase order under the

Purchasing policy.

4.2

The Employee authorized to issue a purchase order under the Purchasing policy

may only Approve of Contractual Commitments which are in the form of the

University’s standard purchase order terms and conditions. The use of any other

terms and conditions or any modification to the purchase order terms and conditions

must be accepted by the Authority prior to Approval.

4.3

The Financial Commitment threshold of the sub-delegation is in the amount specified

in the purchase requisition approved by the Authority.

DEFINITIONS

(1)

Approve /

Approval:

refers to the act of the University entering into Contractual

Commitments in accordance with this Policy. Contractual

Commitments may receive approval in many ways, such as

by an Authority signing or executing a contract, submitting

a binding proposal, accepting or issuing a purchase order

or quotation, agreeing to terms of use, or accepting online

terms and conditions

(2)

Authority:

means the Board of Governors or an Employee who has

contractual signing authority over Contractual

Procedure for the Sub-delegation of Contractual Signing Authority – May 25, 2020

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Commitments on behalf of the University in accordance with

the Policy and Procedure

(3)

Board of

Governors:

means the Board of Governors of Mount Royal University

(4)

Contractual

Commitments:

means the binding legal commitments that are established

between the University and one or more third parties

through a contract. For clarity, Contractual Commitments

exclude any legal commitments that may arise through the

establishment of a trust or endowment

(5)

Contractual Risks:

means the risks that arise as a result of the University

entering into Contractual Commitments and includes, but is

not limited to, the inherent risks of the activities that will be

undertaken as a result of the Contractual Commitments, the

risks which arise from the contractual relationship itself and

the risks which may arise if the Contractual Commitments

are breached by either party

(6)

Department:

means a faculty within the Academic Division or a

department outside of the Academic Division

(7)

Division:

means a division of the University that is led by a Vice-

President or the President

(8)

Employees:

means individuals who are engaged to work for the

University under an employment contract, including but not

limited to faculty, staff, exempt, casual and management

employees

(9)

Financial

Commitments:

means the total value of all payments, taxes or any other

fees paid by one party to another as a result of Contractual

Commitments. For clarity, this includes the value of all

payments made over the full term of the Contractual

Commitments, but excludes non-mandatory renewals or

optional extensions. For Contractual Commitments of

indefinite duration, the value is calculated as the greater of

either (i) the sum of the estimated payments that will be

made over the first five years of the contract or (ii) the cost

of terminating the contract on a without cause basis. For

clarity, all Financial Commitments are stated in Canadian

Dollars

(10)

Policy:

means the Contractual Signing Authority Policy

(11)

Procedure:

means this Procedure for the Sub-Delegation of Contractual

Signing Authority of the Policy

(12)

PSLA:

means the Post-secondary Learning Act of Alberta, as

amended

(13)

Senior Leaders:

means either (i) any Employee who both reports to a Vice-

President or President and leads a Department and (ii) any

other person designated as a Senior Leader by the

Executive Leadership Team

Procedure for the Sub-delegation of Contractual Signing Authority – May 25, 2020

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(14)

University:

means the legal entity continued under the PSLA as “The

Board of Governors of Mount Royal University” and which

operates under the name “Mount Royal University”

RELATED POLICIES

•

Code of Conduct Policy – Board

•

Code of Conduct Policy – Employees

RELATED LEGISLATION

•

Post-secondary Learning Act of Alberta

RELATED DOCUMENTS

•

Contractual Signing Authority Policy

•

Procedure for the Approval of Contractual Commitments

•

Procedure for the Evaluation of Contractual Commitments

•

Schedule 1 – General Authorities

•

Schedule 2 – Specific Authorities

•

Schedule 3 – Controls

REVISION HISTORY

Date

(mm/dd/yyyy)

Description of

Change

Sections

Person who

Entered Revision

(Position Title)

Person who

Authorized Revision

(Position Title)

04/20/2023

Editorial

Definitions

Policy Advisor

General Counsel and

University Secretary