Section 27 of the University Act gives the Board of Governors the following powers with respect to signing authority:
To appoint a secretary and committees it considers necessary to carry out the Board’s functions, including joint committees with the Senate, and to confer on the committees power and authority to act for the Board; and
To enter into agreements on behalf of the University.
Employees of the University (including Directors, Department Heads and Deans) are not authorized to bind the University to contracts unless they have been delegated that authority by the Board of Governors pursuant to a Board of Governors’ resolution, or one of the University’s Signing Resolutions.
The Signing Resolutions are resolutions adopted by the Signing Committee of the Board of Governors, who has been delegated that authority by the Board of Governors. The Signing Resolutions designate particular individuals to act as the University’s signing authorities, for specified purposes and subject to specified restrictions.
Signing authority is concerned with who can sign legally enforceable contracts and agreements.
“Legally enforceable” means that, should one party fail to live up to its obligations, the other party(ies) may seek a remedy in a court of law.
Some agreements are not legally enforceable, meaning that they state the parties’ intentions, but the failure to carry through on these intentions does not create a legal liability (such as the obligation to pay for the damages caused by the failure).
Whether a document is legally enforceable depends on the content of the document. The document’s title gives a clue, but is not determinative. For example, Memoranda of Understanding, and Letters of Intent are usually intended to be not legally enforceable, but frequently contain certain provisions that are legally enforceable, such as confidentiality and non-disclosure provisions.
It is important to note that agreements that are not legally enforceable are nonetheless important and must only be entered into with proper due diligence and consideration of all of the relevant circumstances. Breaching a not legally binding agreement may result in adverse consequences to the University, such as reputational damage. Therefore careful consideration must be given to who must first approve such an agreement; and it may be that the appropriate signatories should nonetheless be those identified in UBC’s signing resolutions.
An indemnity is where the University agrees to pay for another party’s liability, loss or damage. There can be more than one indemnity in a contract and they can be in multiple unrelated sections. To find an indemnity, look for words such as: indemnity, indemnification, save or hold harmless, secure against loss or damage, compensate, and reimburse.
The granting of indemnities is restricted by the Guarantees and Indemnities Regulation, passed pursuant to the Financial Administration Act. Please contact the Office of the University Counsel for more information if you wish to have a contract executed that contains an indemnity.
The following by-law was approved at the November 20, 2003 meeting of the Board of Governors:
1. A standing committee of the Board of Governors entitled the "Signing Committee" is hereby constituted.
2. The Signing Committee shall be composed of the President of the University and the Chair of the Board of Governors, provided however that if the Chair is unavailable, the Chancellor of the University may substitute for the Chair.
3. The Signing Committee is delegated the authority to:
a) designate and authorize by resolution an officer or officers of the University to sign legally binding documents on behalf of the University for such purposes and with such restrictions as the Signing Committee considers appropriate; and
b) revoke, repeal, modify, alter or vary any such designations, authorizations or resolutions previously established or subsequently established by the Signing Committee pursuant to this Bylaw as amended from time to time;
provided always that no such resolution may authorize an officer or officers of the University to enter into commitments wherein the liability to the University is uncertain or in excess of $10 million or where such a commitment is precedent-setting or involves sensitive issues, provided always that the powers conferred by this Bylaw shall be subject to the general power of the Board of Governors to also specify by resolution which officer or officers are authorized to sign legally binding documents for any particular transaction.
4. Any designation or authorization of the Signing Committee, or modification or revocation thereof, shall be in the form of a resolution in writing executed by the members of the Signing Committee under the corporate seal of the University. Such resolution will take effect upon being filed with the Secretary of the Board of Governors. The Secretary of the Board of Governors shall provide copies of such resolution to the Conflicts Administrator of the Board of Governors; each of the Vice-Presidents of the University; the Associate Vice-President, Treasury; the University Counsel; and the Director of Internal Audit.
5. The Vice-President, Administration and Finance may make non-material changes to these resolutions to reflect:
a) changes to the titles of positions included in these resolutions;
b) the deletion of positions included in these resolutions; and
c) the addition of positions directly comparable to those included in these resolutions.
Such revisions shall be in the form of an amended resolution in writing executed by the Vice-President, Administration and Finance under the corporate seal of the University. Such amended resolution will take effect upon being filed with the Secretary of the Board of Governors. The Secretary of the Board of Governors shall provide copies of such amended resolution to those University Officers specified in Clause 4 above.
6. It shall be each Vice-President's responsibility to ensure that persons in his or her portfolio who are designed as signing officers in a resolution of the Signing Committee are provided with a copy of that resolution.
7. A complete and current set of the Signing Committee's resolutions, as amended from time to time, shall be maintained on the University's website by means of the Secretary of the Board of Governors' regular update to the UBC Board of Governors' website.
8. Any party dealing with the University shall be entitled to rely upon a copy of this Bylaw and any resolution of the Signing Committee, as amended from time to time, (including extracts from any such resolution) upon receipt of such copy or extract duly certified as being in full force and effect by the Secretary of the Board of Governors under the corporate seal of the University.
|Signing Resolutions||Date Approved||Date Amended|
|Signing Resolution #1||General Commitments and Agreements||October 14, 2010||August 8, 2019|
|Signing Resolution #2||Banking||July 3, 2013||July 3, 2019|
|Signing Resolution #3||Long Term Borrowings & Related Transactions||February 7, 2008||July 3, 2019|
|Signing Resolution #4||Investments||February 7, 2008||April 23, 2019|
|Signing Resolution #5||Donation Receipts||February 7, 2008||September 21, 2012|
|Signing Resolution #6||Staff Pension Plan||February 7, 2008|
|Signing Resolution #7||Housing Assistance||June 30, 2011||July 3, 2019|
|Signing Resolution #8||Student Aid||February 7, 2008|
|Signing Resolution #9||Planned Giving and Estate Administration||February 7, 2008||September 21, 2012|
|Signing Resolution #11||Research Contracts and Agreements||February 7, 2008||August 8, 2019|
|Signing Resolution #12||UBC Library||October 14, 2010||September 9, 2019|
|Signing Resolution #13||Societies, Subsidiaries, Joint Ventures & Other Incorporated Bodies||February 7, 2008||August 8, 2019|
|Signing Resolution #14||Employment||June 9, 2009||August 8, 2019|
|Signing Resolution #15||Supply Management||April 23, 2019||July 3, 2019|
|Signing Resolution #16||Student Housing and Hospitality Services||February 19, 2012|
|Signing Resolution #17||UBC Press and the Pacific Educational Press||June 30, 2011||July 3, 2019|
|Signing Resolution #18||University Bookstore||June 30, 2011|
|Signing Resolution #19||UBC Investment Management Trust (IMANT)||April 3, 2013|
|Signing Resolution #20||Emergencies and Disasters||September 17, 2013||August 8, 2019|
|Signing Resolution #22||Chan Centre for the Performing Arts||October 14, 2010||April 23, 2019|
|Signing Resolution #23||Museum of Anthropology||September 9, 2019|
|Signing Resolution #24||Student Mobility Agreements||September 9, 2019|
|Signing Resolution #25||Student Placement Agreements||January 28, 2020|
|Signing Resolution #26||Clickthrough Agreements||September 29, 2020|
The following signing resolution remains in effect:
|Signing Resolutions||Date Approved|
|Athletics and Recreation||April 24, 2001|
Typed signatures, or “electronic signatures”, are valid and legally binding as long as the originally signed form complies with the Electronic Transactions Act of British Columbia (the “Act”, http://www.bclaws.ca/civix/document/id/complete/statreg/01010_01). The key element with respect to the validity of forms signed electronically (or forms processed electronically) is to ensure that the form is as reliable and accurate as a form signed in hardcopy so that in event of a dispute, you can attest that a particular electronic form was the form that was signed by the individual. For example, in two years, you can pull up the form and demonstrate that this was the form that was signed by the individual.
In order for the electronic signed form to be effective, the following must be present:
- Accessible and Retrievable: The document must be retrievable/accessible for future reference; i.e., if the documents are stored in electronic form, it is necessary to be able to access the records should they be required as evidence in a dispute. The documents must be capable of being retrieved and saved in a manner that is usable for reference if needed. The individual who signed the form should be given a copy of the form or have the capability to retrieve a copy for themselves.
- Integrity and Accuracy of Records: Once the individual signs, the form should be locked down so that no future changes are possible or if there are numerous versions of the terms/conditions, the records must be capable of reflecting which version the individual signed; i.e., you should know exactly what version of the form an individual signed. Assessment of the integrity of a record is based on whether the record has remained complete and unaltered and whether it is saved in a format that does not materially change the record (e.g. PDF). It would also be prudent to maintain accurate records of when the documents were signed and received, such as an electronic timestamp, to improve integrity of the records.
- Signatures must be properly associated with the document: The “signature” must be collected in such a manner to make clear to the individual what form they are signing. For example, “By checking this box, I have indicated that I agree to comply with the School of Kinesiology Co-op Terms and Conditions”. It is important that we know which individual the form pertains to; for example, do they type their name and email and how their signature is collected on the form.
Just as importantly, it is also advisable to ensure that the administrative procedures in regard to processing of these forms also comply with the Act.
Administrative procedural points to consider are:
a) Where individuals, or their guardians, if the individual is a minor, access and download the form
b) Where the completed forms are submitted
c) Where the signed and completed forms will be saved and how long the records will be stored for
d) Whether individuals/guardians can easily access and save previously completed signed forms
e) The format of which the records are saved and whether the files can be modified
f) Whether the records are on a secure server
For administrative procedures with respect to applying e-signatures to agreements and other documents by UBC faculty and staff, please see the E-signature Protocol (https://universitycounsel-2015.sites.olt.ubc.ca/files/2020/10/E-Signatures-Protocol.pdf).
For the rules and procedures with respect to executing clickthrough agreements on behalf of the University, please see UBC Board of Governors Signing Resolution #26 (https://universitycounsel-2015.sites.olt.ubc.ca/files/2020/10/Resolution-26-Clickthrough-Agreements.pdf).