Signing Authority Policy

STATEMENT of POLICY and PROCEDURE
Department Finance Policy No. (or n/a) 024.01
Name Signing Authority Review Frequency 3 yr
Approved by Board Replaces n/a
Effective date November 1, 2023 Dated: n/a

1 PURPOSE

1.01 The purpose of this Statement of Policy and Procedure is to identify who may bind the organization to contracts and agreement, and under what terms.

2 SCOPE

2.01 This policy applies to all binding agreements made by MakeWay Foundation or MakeWay Charitable Society.

3 POLICY

3.01 The Board of Directors authorizes the CEO to appoint signatories to bind MakeWay Foundation and MakeWay Charitable Society for the purposes of contracts and agreements subject to this Signing Authority Policy.

3.02 Contracts and agreements will only be considered to be binding if signed in accordance with the following limits:

  1. Signed by a MakeWay Foundation employee duly authorized by the CEO
  2. Signed in accordance with terms and conditions of a signing certificate signed by the Signing Authority, the CEO, and either the CFO or Director of Finance
  3. Signed in accordance with the follow limits of authority:
$300,000 and above

Two Signatures Required

1. Two authorized signing authorities acting with the limits of their authority, INCLUDING

2. One of the C-Level or Director of Finance
$100,000 or more but less than $300,000

Two Signatures Required

1. Two authorized signing authorities acting with the limits of their authority, INCLUDING

2. One of the following

  1. Director Responsible, or
  2. C-Level or Director of Finance
Less than $100,000

One Signature Required

One authorized signing authority acting with the limits of their authority

3.03 The CEO and CFO or Director of Finance will establish appropriate terms and conditions for each Signing Authority in accordance with their role, responsibilities, knowledge, and skills including but not limited to their authority related to

  1. Legal entity/ies
  2. Department(s)
  3. Contract/agreement type(s)
  4. Maximum value for which they may act as sole signatory (up to $99,999.99)

3.04 Senior Management will establish process and controls related to signing contracts and agreements as necessary to protect the organization, including but not limited to:

  • Mandatory training for Signing Authorities
  • Standardized and transparent signing processes
    • Signing certificates accessible to staff to confirm signing authority
    • Separation of duties so that contracts and agreements are reviewed and/or signed by someone other than the person initiating the work
    • Documentation of compliance review findings share with the Signing Authority
    • Wet ink or traceable electronic signing
  • Maintaining appropriate related policies as listed in section 6

Samples Limits of Signing Authority:

1. Manager, Shared Platform may be the sole signer

  1. In all cases, any MakeWay Charitable Society non-employment contracts and agreements under $20,000
  2. In the absence of the Director, Shared Platform, any MakeWay Charitable Society non-employment contracts and agreements $100,000

2. Senior Manager, Governance & Compliance may be the sole signer of any MakeWay Foundation or MakeWay Charitable Society non-employment contracts or agreements under $50,000

3. Director, PEL may be the

  1. Sole signer of any
    1. MakeWay Foundation or MakeWay Charitable Society employment agreement
    2. Any MakeWay Foundation PEL department expenses contract under $100,000
  2. Secondary signer of MakeWay Foundation PEL department expenses contract between $100,000 and $300,000

4 RESPONSIBILITY

4.01 It is the responsibility of the CEO to appoint Signing Authorities in accordance with this policy, applying due diligence in the identification of appropriate terms.

4.02 It is the responsibility of the CFO to establish processes for processing and documenting Signing Authority appointments by the CEO.

4.03 It is the responsibility of the Director of People, Engagement, and Learning to establish training for Signing Authorities.

4.04 It is the responsibility of the CFO to establish a document management system in accordance with the Record Retention Policy including appropriate security.

4.05 It is the responsibility of Signing Authorities to abide by this Policy and all related Policies as listed in section 6 as well as terms imposed on their authority.

5 DEFINITIONS

5.01 “Responsible Director” means the MakeWay Foundation Director with budgetary and strategic responsibility for the work delivered through the agreement

5.02 “Signing Authority” means an individual appointed by the CEO and for whom a fully completed signing certificate is on file.

6.01 Conflict of Interest Policy

6.02 CRA Compliance Policy

6.03 Expense and Purchasing Policy

6.04 Funder Proposal Policy

6.05 Legal Policy

6.06 Overall Risk Policy

6.07 Record Retention Policy

7 PROCEDURE

7.01     Appointments

7.01.01 The Director of People, Engagement, and Learning will establish mandatory training that must be completed before an employee is eligible to become a Signing Authority.

7.01.02 All Signing Authority appointments will be documented in a signing certificate noting any terms, including but not limited to

  1. Legal entity/ies
  2. Department(s)
  3. Tasks or contract/agreement type(s)
  4. Maximum value for which they may act as sole signatory (up to $99,999.99)

7.01.03 At a minimum, signing certificates will be reviewed and signed by the Signing Authority, the CEO, and either the CFO or the Director of Finance.

7.01.04 The CFO will establish process for the preparation and tracking of signing certificates.

7.02 Review of contracts and agreements

7.02.01 Contracts and agreements will be reviewed for compliance by at least one qualified person other than the person who authored or requested the contract or agreement:

  • If a/the Signing Authority authored or requested the contract or agreement
    • They may be the compliance reviewer OR signer, but not both
  • If a/the Signing Authority did not author or requested the contract or agreement
    • They may be both the compliance reviewer and a/the signer

That is, at least two different people must participate to complete the roles of author/requestor, compliance reviewer, and signer. Where two signatures required, one signing authority may be the author/requestor and the other the reviewer

7.02.02 For MakeWay Charitable Society, the Project Specialist will be considered to have prepared or requested the contract or agreement, so that they may not be both the reviewer and signer.

7.02.03 The compliance reviewer will provide a written summary of their assessment and advice.

7.02.04 If the signing authority is not the compliance reviewer, they will be informed who the compliance reviewer was and what written summary was provided. They may seek additional advice and clarification as needed, internally or externally.  

7.03 Signing

7.03.01 Each department will assign one or more people to be responsible for coordinating the signing of contracts and agreements. Where possible, contracts and agreements should be processed for signing through these people

7.03.02 The CFO will identify a preferred electronic signing tool. Where possible, contracts and agreements should be processed for signing through this tool; although, other methods including ‘wet signature’ and other electronic signing tools will also be considered equally valid.

7.03.03 Fully executed contracts and agreements will become records and be stored in the relevant system of record in accordance with the Record Retention Policy and document management processes established by the CFO.