3341-1-7 Delegation of Contract and Signatory Authority

1. Policy Statement and Purpose

   The purpose of this Policy is for the President to sub-delegate, to other university administrators, certain authority to bind the university as vested in the President by the Board of Trustees. It identifies the university employees who have been sub-delegated the authority to execute contracts and other legal documents that are binding on the university.

   Ohio law vests the governance of Bowling Green State University in the Board of Trustees. The Board of Trustees has adopted by-laws which provide for the appointment of the university President who serves as the university’s executive officer. Among the powers the Board has resolved to delegate to the President is the authority: to bind the university to certain contracts; to execute other legal documents or obligations; and to take certain personnel actions. This delegation excludes those contracts and actions that by law or Board action are reserved to the Board, which are listed in Section (F). In this Policy the President sub-delegates the contract making and other signatory authority to specific authorized university officials for each contract and legal document type specified.

   The university shall not be bound to any contract or 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. University employees or agents signing agreements or otherwise attempting to bind the university without first obtaining authority may be personally liable for that contract or legal document, may be subject to legal action, and may also be subject to university disciplinary action up to and including termination of employment.

2. Policy Scope

   This Policy applies to all university employees when acting on behalf of the university.

   This Policy does not apply to signatures or approvals required for internal university transactions and processes (e.g., time reports, purchase card (P- card) transactions, space reservations, or purchase orders, etc.).

   Principal delegations of contract signatory authority are indicated in Section E of this Policy. Sub-delegations of that authority may be made only where authorized by this Policy. When permitted, sub-delegations may be made only through written letter to the individual.

   Authority to sign a legal document or bind the university to a contract of a type specified in Section E is granted to the persons holding the applicable BGSU position identified in that Section.

   All contracts for purchases of goods or services, including grant-funded purchases, must follow Policy 3341-6-38 (Purchasing, Sales, and Disposal of University Property and Asset Control) and other applicable university policies. Having signatory authority does not exempt a purchase from following university procurement policies and processes.

   Questions concerning the scope and application of the Policy should be directed to the Office of General Counsel. Specific operational questions may be directed to the employee’s immediate supervisor.

3. Policy Definitions

   1. A “contract” is any agreement between the university and another party or parties which is enforceable at law. A university contract will most often involve employment, the sale or purchase of goods, services or real property, or the creation of legal relationships with other entities. An amendment to or renewal of an existing agreement or an order issued under a master agreement is also considered to be a “contract.”
   2. A “legal document” is any document requiring a signature which is not a contract, that expresses an official action of the university. Executing a legal document changes the university’s legal relationship with that person or entity.
   3. “Professional Services” or “Consulting” are services involving special training, skills or experience that the university provides to external entities or procures from outside sources. Examples of professional services providers include architects, designers, and engineers.

4. Policy

   The authority to sign contracts and other legal documents not retained by the Board is delegated to the university President who may delegate that authority to specified university officers through this Policy.

   1. Delegation to a Position. The delegations of authority set forth in this Policy are to the position, not to any specific individual. A person in the particular position on an acting or interim appointment assumes the same signing authority as if he or she held the position on a permanent basis. Sub-delegations of signatory authority as permitted by Section (E) of this Policy must be in writing and maintained by the individuals making and receiving the sub- delegation with a copy to the Controller’s Office, Office of General Counsel, and the Purchasing Department.
   2. Implied Representations by Signing. When a person signs a contract or legal document, the signer makes the following implied representations to the university:
      1. The signer is acting within their delegated authority.
      2. The signer has performed an appropriate investigation and inquiry and is satisfied that:
         1. the obligations or promises set out in the contract or legal document conform to university policies, including, but not limited to, policies relating to purchasing and restricting business transactions with university employees and their family members and business associates.
         2. the obligations assumed by the university in the contract or legal document are consistent with the university’s mission, including its business purposes.
         3. there is no real or potential conflict of interest or there has been adequate disclosure and vetting of any potential conflict of interest.
         4. the benefits to the university from the transaction are necessary, appropriate, and outweigh the potential risks to the university.
         5. the signer has consulted with appropriate personnel within the university (e.g., Finance and Administration, Purchasing, General Counsel, Risk Management, etc.).
         6. the agreement does not conflict with existing university agreements.
         7. the signer has complied with all applicable precontract procedures, such as competitive bidding procedures.
   3. Signing Own Name. Those employees delegated or sub-delegated the authority to sign contracts or legal documents must sign their own names and titles.
   4. Electronic Affirmation Allowed. When electronic affirmation to bind BGSU to an obligation is used, the person authorizing the obligation must memorialize the essential terms of the transaction in writing or in a secure electronic fashion. Printing out a receipt for an on-line purchase provides an adequate memorial of the transaction.
   5. Conflicts. A person with delegated authority may not sign any contract or legal document or obligate the university to an agreement in which they may have a personal interest preventing objective analysis or may receive a personal advantage or benefit. Contracts and legal documents in this category must first be reviewed to determine whether the conflict is manageable and for compliance with other university policy and Ohio ethics law, and if acceptable must be authorized by the person with authority at the next highest organizational level.
   6. Contracts must be in writing.

5. Delegations

   In addition to the university President, the persons holding the following positions are hereby delegated authority to sign contracts and other legal documents on behalf of Bowling Green State University. No other persons are authorized to sign contracts and other legal documents for or on behalf of the university. No sub-delegations of authority other than those listed below may be made without written approval of the President.

   Contract Type	Signature Authority
   Accreditation Agreements	Provost
   Advertising Contracts	Contracts less than $50,000: Associate Vice President for Marketing and Brand Strategy Firelands advertising contracts less than $15,000 – Dean of Firelands College
   Affiliation Agreements, except clinical affiliation agreements	Provost or delegee
   Articulation Agreements	Provost or delegee
   Athletic Events (game contracts, broadcast, etc.)	Vice President for Athletics Strategy and Director of Athletics
   Athletic Suite Licenses	Vice President for Athletics Strategy and Director of Athletics or delegee
   Athletics – NIL agreements with student-athletes	Vice President for Athletics Strategy and Director of Athletics
   Chartered transportation (bus, aircraft, etc.)	CFO or delegee; Purchasing Department
   Clinical affiliation agreements (including agreements for student internships, co-ops, and practicums)	Provost or Deans of the Colleges
   Club Sports (excluding capital improvements, maintenance, custodial, etc.) (For facility use see Facility Rentals)	Contracts less than $50,000: Director of Student Engagement and Residence Life
   College Credit Plus program agreements	Provost or delegee
   Commercialization agreements for university intellectual property not subject to the Patent Policy	VPR
   Commercialization agreements for university intellectual property that is subject to the Patent Policy NOTE: Commercialization agreements are with faculty-led start-up businesses	See Section (F)
   Construction Contracts (new construction and alteration of existing facilities)	CFO (upon Board approval as required)
   Consulting Contracts where the university is purchasing consulting services.	Provost or CFO or Purchasing Department per CFO delegation
   Consulting Contracts where the university is providing consulting services or testing	Provost, CFO, or VPR
   Continuing Education Instructor/ Non-Credit Instructor Contracts	Deans of the Colleges
   Copyright Licensing or Transfer (University-owned copyright)	VPR
   Dining agreements, institutional	CFO or delegee
   Easements for highway or utility purposes; transfers of jurisdiction between state entities	CFO
   Employee Benefit Agreements	CFO or delegee
   Employment Actions (including appointments and contracts)	By type and subject to compliance with university budget control procedures: Faculty - Deans of the Colleges (with tenure and promotion actions subject to Board of Trustees approval) Administrative Staff assigned to the Colleges– Deans of the Colleges Administrative Staff within their respective areas of responsibility –Vice President/ /CHRO/SCWO/Chief Information Officer, All classified Staff and all non-continuing appointments – CHRO Vice Presidents – See Section (F) Employment actions not listed here or in Section (F) – President or delegee
   Enrollment management services contracts	Less than $100,000 - Vice President for Enrollment Management
   Equipment rental	CFO or delegee
   Equipment rental for academic use	Deans of the Colleges
   Equipment rental for student organizations	Less than $15,000 – Director of Student Engagement and Residence Life $15,000 or more - VPSES
   Events, conferences, off campus (facility rentals, catering etc.). NOTE: see separate category for chartered transportation	Alumni and Advancement – VPUA Academic or Student Engagement; Community and Well-Being; Research, Athletics Event costs $15,000 or more- Provost, VPSES, SCWO, Vice President for Athletics Strategy and Director of Athletics Event costs less than $15,000 – Deans of the Colleges (academic), VPR (research) All others - CFO or delegee
   Facility Rentals (BGSU facility licensed to outside parties) NOTE: When rental involves a Performing Artist, defer to Performing Artist section	Facility Manager* or delegee *Ice Arena, Field House, Rec Center, Stroh All other facilities should be rented through Conference and Event Services
   Financial management, investment advisor contracts	Upon Board authorization, CFO
   Financial Obligation Contracts (e.g., contracts related to issuance of debt)	Upon Board authorization, CFO
   Fire School	1. Waiver and indemnification for Loan of Academy Equipment – CFO or delegee 2. Memo of Understanding for use of equipment – CFO or delegee 3. Charter for Fire Training from Ohio Department of Public Safety - Provost 4. Training proposals/bids – Dean or delegee 5. Contract for use (destruction) of structure for fire training – CFO or delegee 6. Application for Burn Permit (EPA) - CFO 7. Instructor Contracts – Dean or delegee 8. Lease or Purchase of equipment and Independent Contractor Agreements using the university’s standard ICA form - CFO or delegee.
   Gift Agreements or Pledges	VPUA
   Goods or Services Contracts through BGSU Purchasing Department	CFO or delegee
   Grant and Sponsored Project Agreements	VPR or delegee
   Grant and Sponsored Project Proposal Submissions	VPR or AVP, Research and Innovation or delegee
   Immigration/Visa Submissions for Employer Sponsored Work Authorization	General Counsel or delegee
   Independent Contractor Agreements using the university’s standard ICA form (such as for speakers, individual providers of professional services not otherwise provided for)	Fee $15,000 or more – Provost or CFO; Purchasing Department per CFO delegation Fee less than $15,000 – Vice President, Dean, Executive Director, or AVP Student Engagement – VPSES or delegee Community and Well-Being – SCWO Athletics – Vice President for Athletics Strategy and Director of Athletics Firelands – Dean or delegee. CFO or delegee
   Insurance Contract Renewals and/or changes	CFO or delegee
   Insurance Claim Releases (university as releasor)	CFO or delegee
   Labor Agreements	See Section (F)
   Leases: Capital or Long-Term Lease of real property, space or equipment (university as lessor or lessee)	CFO
   Leases: Non-Capital or Short-Term lease of equipment	CFO or delegee
   License agreements allowing use of university land (other than facility rentals)	CFO or delegee
   Legal Opinions; Legal Documents Required to Complete Business Transactions	General Counsel or delegee
   Releases and Claim Settlement Documents	Less than $50,000 – General Counsel or delegee or Director of Risk Management $50,000 or more – CFO or delegee
   Library Acquisitions	Dean of Libraries
   Maintenance and service of Equipment and Physical Plant	CFO or delegee, except: For contracts to be paid from the Student Engagement budget, VPSES or delegee. (VPSES to notify CFO)
   Maintenance and repair of scientific/research/instructional equipment	Less than $15,000 – Deans of the Colleges $15,000 to $100,000 - Provost $100,000 or more – CFO
   Material Transfer Agreements; Data Use Agreements	VPR or AVP, Research and Innovation
   Medical Devices purchased by Speech and Hearing Clinic for dispensing	Chair, Communications Sciences
   Music Commissioning and Publication Agreements	Less than $15,000 – Dean of the College of Musical Arts $15,000 or more – Provost
   Non-Disclosure Agreements	VPR or AVP, Research and Innovation CFO or delegee
   Patent Licensing or Transfer; including licensing or transfer of rights for other discoveries or inventions Note: Licensing or transfer to a faculty-led start-up is by a commercialization agreement	See Section (F)
   Performing Artist/Promoter Contracts	By venue and by type
   Licensing of Performance Rights	Stroh Center or other Athletics facilities – Vice President for Athletics Strategy and Director of Athletics College of Musical Arts venues – Dean of the College of Musical Arts Wolfe Center for the Performing Arts/School of Art venues – Dean of the College of Arts and Sciences Bowen-Thompson Student Union – CFO Student Engagement– VPSES or delegee Firelands – Dean of Firelands College
   Professional Associations -- Institutional memberships	Academic memberships - Provost or delegee All others – Vice President, CFO, CHRO, SCWO or delegee
   Real Estate Purchase or Lease	CFO per Board Resolution currently in effect
   Recognized Student Organizations (see Policy 3341-2-36)	Less than $15,000 –Director of Student Engagement and Residence Life $15,000 or more – VPSES
   Recreation and Wellness (excluding capital improvements, maintenance, custodial, etc.) (For facility use see Facility Rentals)	Contracts less than $50,000: Chief Community and Well-Being Officer or delegee
   Research and Sponsored Projects	VPR or AVP, Research and Innovation or delegee
   Research Compliance	VPR, Institutional Official (IO), or delegee
   Residence Hall license agreements with students/parents	CFO or delegee
   Sale of Surplus Property	CFO or delegee
   Service agreements other than consulting, where the university is obtaining services	CFO or delegee; Purchasing Department per CFO delegation
   Software/SAAS/Web-Based Service License/Subscription Agreements and all ITS Related Services	Less than $100,000 - Chief Information Officer or Purchasing Department per CFO delegation $100,000 or more – CFO
   Technology Transfer Agreements for technology not subject to the Patent Policy	VPR or AVP, Research and Innovation
   Other contracts and legal documents not otherwise provided for	President’s written delegation; also see Section (D)(1)

6. Contracts Requiring Board Involvement

   The following types of contracts require reporting to or authorization or approval by the Board of Trustees.

   Contract Type	Signature Authority
   Commercialization agreements for university intellectual property that is subject to the Patent Policy NOTE: Commercialization agreements are with faculty-led start-up businesses	President after reporting to Board of Trustees; after this reporting, President may delegate to VPR
   Employment Actions (including appointments and contracts)	Vice Presidents – President (subject to Board of Trustees approval)
   Labor Agreements	President after receiving Board authorization
   Patent Licensing or Transfer; including licensing or transfer of rights for other discoveries or inventions Note: Licensing or transfer to a faculty-led start-up is by a commercialization agreement	President after reporting to Board of Trustees

7. General Counsel Review and Approval

   Contracts involving the following subjects must be reviewed and approved as to legal form by the Office of General Counsel. No contract of these types may be signed on behalf of the university unless it has first been approved as to legal form by the Office of the General Counsel and that approval is indicated on the face of the contract or otherwise signified in an auditable manner. Those purchases that are authorized for purchase on a P-card are not subject to this requirement.

   1. Contracts involving the sale or lease or licensing of real property;
   2. Contracts for which the total financial value is greater than $100,000;
   3. Contracts with a term greater than two years;
   4. Contracts for affiliation with other institutions or for foreign study;
   5. Contracts for insurance;
   6. Employment agreements providing for deferred compensation benefits other than those administered by Human Resources;
   7. Contracts involving ownership or licensing of BGSU patent, copyright, trademark, or other intellectual property;
   8. Gift agreements; and
   9. Contracts containing clauses related to:
      1. defense, indemnification, or hold harmless provisions
      2. limiting the amount or types of liability of the other contracting party, its subcontractors, agents, or successors if the contract amount exceeds $10,000
      3. establishing the choice of law, forum, or dispute resolution means (such as arbitration)
      4. automatic renewal if the annual fee exceeds $50,000
      5. the university providing or requiring proof of insurance
      6. the acceptance of another party’s risk or liability or requiring the university to provide a warranty
      7. confidentiality, unless there is an exception for public records requests
      8. sovereign immunity.

8. General Counsel Review Not Required

   Contracts in the following categories do not require General Counsel review prior to execution if they satisfy the following requirements:

   1. Contracts that follow exactly a form which has been previously approved, as a form, by the Office of General Counsel (for example, a Purchase Order form to which no special language has been added, or categories of contracts which, in the General Counsel’s written opinion, do not require legal review); and
   2. Contracts that the Office of the General Counsel has declined to approve but that are approved by either
      1. the President, or
      2. any two Vice Presidents when they are satisfied that, as a matter of policy, signing the contract will be in the best interest of the university.

   3. Sponsored project agreements, including grants, awards, and contracts, executed by the Division of Research, provided that they:

      1. Do not include any clauses related to defense, indemnification, hold harmless provisions, or limitations on liability unless the included language for such a clause was previously approved by the Office of General Counsel;
      2. Do not contain provisions that establish choice of law, forum, or means of dispute resolution unless the included language for such a clause was previously approved by the Office of General Counsel;
      3. Do not involve the licensing of intellectual property or the transfer of ownership of a university patent, copyright, or trademark; and
      4. Adhere to the standard terms and conditions for sponsored projects as established by the Division of Research and approved by the Office of General Counsel.

9. Abbreviations:

   1. AVP – Assistant/Associate Vice President
   2. CFO – Chief Financial Officer and Vice President for Finance and Administration
   3. CHRO – Chief Human Resources Officer
   4. SCWO - Senior Chief Community and Well-Being Officer
   5. VPR – Vice President for Research
   6. VPSES – Vice President for Student Engagement and Success
   7. VPUA – Vice President University Advancement

10. This university Policy supersedes all previous university policies and communications concerning contract and signatory authority.

11. Related Policies

    1. 3341-1-2 Ethical Conduct and Professional Workplace Behavior
    2. 3341-6-38 Purchasing, Sales, and Disposal of University Property and Asset Control
    3. 3341-7-2 Copyright
    4. 3341-7-3 Patent Policy
    5. 3341-7-6 Commercialization

Registered Date: March 16, 2015
Amended Dates: May 6, 2015, May 3, 2016, September 9, 2016, May 4, 2018, February 18, 2019; June 2, 2021, August 3, 2023; August 28, 2025; October 31, 2025