1. Purpose

To establish the authorities and procedures for entering into contracts and making payments on behalf of the Society for Teaching and Learning in Higher Education (STLHE or the Society).

2. Definitions

In this policy the following definitions are provided for greater clarity:

  1. “Contract” means any written or verbal agreement, contract, letter of intent, memorandum of understanding or memorandum of agreement, or similar instrument, the provisions of which are binding upon STLHE.
  2. “Value” means the total value of the Contract over its term, excluding all taxes, service charges and other associated fees, but including the potential value of extensions to the Contract.
  3. “Signing officer” means any individual designated in this policy to sign Contracts on behalf of, or enter into undertakings that create contractual obligations on, the Society.
3. Entering into Contracts

No individual other than a Signing Officer may enter into any contract on behalf of, or enter into any undertaking that creates contractual obligations on, the Society.

4. Avoidance of Conflict of Interest

No Signing Officer shall enter into any contract or undertaking within the scope of that Signing Officer’s delegated authorities where, by doing so, that Officer is placed in a conflict of interest or gives the appearance of being so.

5. Before Signing a Contract

Before signing a contract, a Signing Officer, must be satisfied that:

  1. the Signing Officer has the delegated authority to enter into the contract and is not in an actual or perceived conflict of interest;
  2. the Society is able to meet its obligations within the terms of the contract and the counterparty/counterparties is/are reasonably likely to meet its/their obligations;
  3. the expenditure of funds under the contract is within an allocation duly authorized in the Budget, or in special circumstances, by the Executive Committee or Board of Directors; and
  4. the risks and potential liabilities presented by the contract have been addressed.
6. Appointment of Signing Officers

Immediately following each annual general meeting of the Society, the Board of Directors shall meet to appoint the Signing Officers for the year. Signing Officers, generally are, but need not always be, the President, Vice-President and Treasurer. The Executive Director may also be appointed as a Signing Officer. Changes to Signing Officers shall be communicated to the Society’s financial institution.

7. Requirement for Two Signatures

All cheques to meet contractual obligations, or for reimbursement of Society related expenses for the ordinary conduct of business including travel claims, require the signature of any two Signing Officers. When payment is to be made by Electronic Fund Transfer or other online funds transfer, approval is to be obtained from a second signing authority through an online approval system with the financial institution.  When a new purchase is to be paid for by credit card, email approvals from two signing authorities will be obtained. These email approvals shall be filed with the accompanying invoice.

8. Before Signing a Cheque

Before signing a cheque, a Signing Officer must be satisfied that:

  1. the Signing Officer has the delegated authority to sign the cheque and is not in an actual or perceived conflict of interest;
  2. the expenditure of funds is within an allocation duly authorized in the Budget, or in special circumstances, by the Executive Committee or Board of Directors; and
  3. appropriate invoices, detailed receipts or duly authorized claim forms accompany the request for signing. 

This policy was revised by the Board at its November 12, 2021 meeting.

This policy was approved by the Board on March 25, 2021.

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