1104 University Signature Authority

Responsible Official: 
Controller
Responsible Office: 
Office of the Vice President for Finance and Chief Financial Officer
Effective Date: 
November 1, 2000
Revision Date: 
December 4, 2020

Policy Sections

1104.1 Signature Authority

1104.2 Electronic Signatures

1104.3 Accountability

Scope

This policy outlines who among the University’s officers and employees have been granted Signature Authority, which allows them to sign agreements, contracts, and other legally binding documents on behalf of Yale.  This policy also addresses the appropriate use of Electronic Signatures.  It applies to all members of the Yale community. 

This policy does not address signature authority and approval authority with respect to academic documents (which include faculty offer letters), nor does it address Approval Authority for financial and administrative transactions.  For information on Approval Authority, refer to Policy 1101 Guiding Principles for University Operations

Policy Statement

Only Yale officers or employees who have been given Signature Authority by the Yale Corporation By-Laws or a resolution of the Yale Corporation, or who have been delegated Signature Authority as prescribed in such By-Laws or resolutions, may execute and deliver agreements, contracts, and other legally binding documents on behalf of Yale.  Unless otherwise provided by law, regulation, or Yale policy, individuals with Signature Authority may use an approved Electronic Signature as the equivalent of their handwritten signature.

Reason for the Policy

Clearly defined roles and internal controls assist the University in ensuring that only appropriately authorized individuals sign agreements, contracts, and other legally binding documents on behalf of Yale. 

To protect the interests and manage the risks of the University, Yale maintains a sound internal control environment in which only officers and employees with formally granted or delegated Signature Authority may obligate the University with external parties.

To promote efficiency and conserve resources, Yale permits and encourages the use of approved Electronic Signatures, as permitted by law.

Definitions

Approval Authority

Permission granted or delegated to approve (but not sign and/or execute) University operational transactions.  An approval attests to the appropriateness of the transaction within the University’s mission objectives.

Electronic Signature

A computer data compilation of any symbol or series of symbols executed, adopted, or authorized by an individual to be the legally binding equivalent of the individual’s handwritten signature.

Signature Authority

Permission granted or delegated (as described herein) to sign agreements, contracts, and other legally binding documents on behalf of Yale.    

Standards of Business Conduct

Yale University’s Standards of Business Conduct articulate the overarching ethical and legal principles that govern University business dealings by Yale faculty and staff.  They are a distillation of well-established precepts and emphasize the importance of adhering to those precepts in all business dealings.

Policy Sections

1104.1 Signature Authority

Signature Authority directly pertains to only a limited and prescribed group of individuals at the University.  It is entirely distinct from Approval Authority, which is discussed in detail in Policy 1101 Guiding Principles for University Operations.  Individuals with Approval Authority only must not sign or execute agreements, contracts, or other documents that make a legally binding commitment on behalf of the University to an external party, as that is the function of Signature Authority.

Only Yale officers or employees who have been given Signature Authority by the Yale Corporation By-Laws or a resolution of the Yale Corporation, or who have been delegated Signature Authority as prescribed in such By-Laws or resolutions, may sign or execute agreements, contracts, and other legally binding documents on behalf of Yale.  Individuals granted Signature Authority must adhere to the specified limitations (e.g., dollar thresholds, document subject matter) of their granted authority.

The Office of General Counsel (“OGC”) is responsible for maintaining the records pertaining to Signature Authority and the delegations thereof.  OGC maintains a Signature Authority Tool identifying all currently authorized individuals and their respective Signature Authority.

All modifications to delegated Signature Authority must be reviewed and approved by OGC. 

1104.2 Electronic Signatures

Except as stated in subsection 1104.2 A., below, individuals with Signature Authority may use an approved Electronic Signature as the equivalent of their handwritten signature.  Electronic Signatures must use a secure, certificate-based service approved by Information Technology Services (“ITS”) to ensure the following:

  • The service has appropriate security procedures that can accurately attribute Electronic Signatures to the individuals who created them; and
  • Use of the service does not result in the remote storage of confidential or sensitive Yale records without proper safeguards.

Individuals with Signature Authority wishing to use an Electronic Signature must first request and receive approval pursuant to Procedure 1104 PR.01 Electronic Signatures.

A. Exclusions from Use of Electronic Signatures

Individuals must not use Electronic Signatures in place of handwritten signatures when laws, regulations, or Yale policies proscribe their use.  Important examples of documents on which individuals must not use Electronic Signatures include, but are not limited to:

  • wills and testamentary notes;
  • promissory notes;
  • notices involving mortgages or leases that could lead to the loss of a primary residence;
  • notices of termination of health insurance, health benefits, or life insurance benefits; and
  • any document required to accompany any transportation or handling of hazardous materials, pesticides, or other toxic or dangerous materials.

Refer questions regarding the appropriateness of an Electronic Signature to OGC.

1104.3 Accountability

All Yale employees are expected to adhere to the Standards of Business Conduct in all dealings inside and outside of the University.

Employees suspected of perpetrating fraudulent acts may be placed on paid or unpaid administrative leave during a pending investigation.  Employees found to have participated in fraudulent transactions are subject to disciplinary action, up to and including termination.

Special Situations / Exceptions

Requests for exceptions to this policy require prior approval by the Controller’s Office, in consultation with the Provost’s Office, General Counsel, or an Officer of the Corporation, as appropriate.

Roles & Responsibilities  

All Yale Employees

Controller’s Office

  • Interprets policy.
  • Provides exceptions to policy, where appropriate, in consultation with the Provost’s Office, General Counsel, or an Officer of the Corporation.

Information Technology Services

  • Reviews and, as appropriate, approves the use of Electronic Signatures that use a secure, certificate-based service. 

Individuals Granted or Delegated Signature Authority

  • Consistent with their Signature Authority limits, may execute and deliver agreements, contracts, and other legally binding documents on behalf of Yale.
  • If appropriate and permitted, may delegate/sub-delegate their Signature Authority.

Office of General Counsel

  • Maintains the records pertaining to Signature Authority and the delegations thereof.
  • Maintains a Signature Authority Tool identifying all currently authorized individuals and their respective Signature Authority.