University Secretariat and Legal Counsel

University Secretariat and Legal Counsel

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BY-LAW NO. 4

Signing Authorities

(As approved by the Board of Trustees May 2013, amended March 2015)


Table of Contents

BE IT ENACTED as a by-law of the University as follows: 

Authority to Establish Bank Accounts

  1. Bank accounts with financial institutions in the name of Queen's University at Kingston, may be established or closed by the following:
    1. Any one of the Principal or a Vice-Principal, together with one of the following: Associate Vice-Principal (Finance), Controller, or Treasurer; or,
    2. Any two of the following: Associate Vice-Principal (Finance), Controller, or Treasurer.

Payment Authority from University Bank Accounts

  1. Payments issued on any Bank account operated in the name of Queen's University at Kingston, shall be authorized in accordance with the following: 
    1. In the case of payments not exceeding five hundred thousand dollars ($500,000) any one of: The Principal, a Vice-Principal, an Associate Vice-Principal, the Treasurer, the Controller, a Manager, Director or Associate Director of, Financial Services; and,
    2. In the case of payments exceeding five hundred thousand dollars ($500,000), any two of the Principal, a Vice-Principal, the Associate Vice-Principal (Finance), or Controller, or any one of them jointly with one of the following: a Manager or Associate Director of Financial Services, or the Treasurer.
  2. Payroll payments shall be authorized by any of the following:
    1. Associate Vice-Principal (Human Resources), Associate Vice-Principal (Finance), Controller, any Associate Director, Financial Services, Payroll Manager, or a Payroll Officer; and,
    2. Any payroll cheques must be signed in accordance with Section 2 above.
  3. The Associate Vice Principal, (Finance) of the University or, in the Associate Vice Principal’s absence, the Treasurer shall inform the banks or trust companies concerned of the names of those persons who are holders, from time to time, of the positions authorized to sign on behalf of the University in the preceding sections.

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Signing Authority on Investment Related Transactions

  1. Authority to Execute Transactions on Behalf of the Queen's Pension Fund



    Transactions for the Queen's Pension Fund may be directed in accordance with the following:

    1. For amounts of less than $250,000, by any two of the following:
      • Director, Investment Services
      • Manager, Investment Services
      • Director, Total Compensation
      • Director, Pension and Insurance; and, 
    2. For amounts between $250,000 and $1,000,000, by two of the following: 
      • Director, Investment Services
      • Manager, Investment Services
      • or; any one of the aforementioned jointly with one of the following: Director, Total Compensation or Director, Pension and Insurance; and,
    3. For any transaction amounts, by any one of those listed in subsection 5(a) and subsection 5(b) above jointly with one of the following, or by any two of the following:
      • Vice-Principal (Finance and Administration)
      • Associate Vice-Principal (Finance)
      • Controller
      • Treasurer
      • Associate Vice-Principal (Human Resources).
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  1. Authority to Execute Transactions on behalf of the Queen's Pooled Endowment Fund and Queen's Pooled Investment Fund



    Transactions for the Queen's Pooled Endowment Fund and Queen's Pooled Investment Fund may be directed in accordance with the following:

    1. For amounts of less than $1,000,000, by any two of the following:
      • Director, Investment Services
      • Manager, Investment Services; and,
    2. For any transaction amounts, by any one of those listed in subsection 6(a) above jointly with one of the following, or by any two of the following:
      • Vice-Principal (Finance and Administration)
      • Associate Vice-Principal (Finance)
      • Controller
      • Treasurer
      • Associate Vice-Principal (Human Resources).
  1. Authority to Direct Investments of the Queen's Short-Term Fund (investment of University Cash Surpluses)



    Investment transactions of university cash surpluses in the Queen's Short-Term Fund may be directed in accordance with the following:

    1. For amounts of less than $1,000,000, by any two of the following:
      • Director, Investment Services
      • Manager, Investment Services
      • any Financial Services Manager, Associate Director, or Director; and
    2. For any transaction amounts, by any one of those listed in subsection 7(a) above jointly with one of the following, or by any two of the following:
      • Vice-Principal (Finance and Administration)
      • Associate Vice-Principal (Finance)
      • Controller
      • Treasurer
      • Associate Vice-Principal (Human Resources).

Authority regarding Gifted Securities

  1. Queen's University may accept charitable gifts of stock options or other financial securities in accordance with the Policy on Gifting of Securities, and shall dispose of these securities as directed in the policy.

  2. The following are authorized to transfer, endorse, buy, sell, assign and set over and deliver any gifted securities, now or hereafter standing in the name of or owned by Queen’s University and to make, execute and deliver any and all written instruments necessary or proper to effectuate the authority hereby conferred:
    1. For amounts of less than $1,000,000, by any two of the following:
      • Director, Investment Services
      • Manager, Investment Services; and,
    2. For any transaction amounts, by any one of those listed in subsection 9(a) above jointly with one of the following, or by any two of the following:
      • Vice-Principal (Finance and Administration)
      • Associate Vice-Principal (Finance)
      • Controller
      • Treasurer
      • Associate Vice-Principal (Human Resources).

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Authority regarding other transactions outside of the Queen's Pension Fund, Queen's Short-Term Fund, Queen's Pooled Endowment Fund and Queen's Pooled Investment Fund as follows:

  1. Where there is a requirement to initiate transactions outside of the Queen’s Pension Fund, Queen’s Short-Term Fund, Queen’s Pooled Endowment Fund and Queen’s Pooled Investment Fund, such as, but not exclusively, the investment initiatives of the sinking fund under the direction of the Capital Assets and Finance Committee, or foreign currency transactions to meet operational requirements, the following are authorized to transfer, endorse, buy, sell, assign and set over and deliver any and all shares, stocks, bonds, debentures, foreign currencies, or other securities now or hereafter standing in the name of or owned by Queen’s University at Kingston and to make, execute and deliver any and all written instruments necessary or proper to effectuate the authority hereby conferred:
    1. For amounts of less than $1,000,000, by any two of the following:
      • Director, Investment Services,
      • Manager, Investment Services
      • any Financial Services Manager, Associate Director or Director; and,
    2. For any transaction amounts, by any one of the individuals listed in subsection 10(a) above jointly with one of the following, or by any two of the following:
      • Vice-Principal (Finance and Administration)
      • Associate Vice-Principal (Finance)
      • Controller
      • Treasurer
      • Associate Vice-Principal (Human Resources).
  2. Queen's University is authorized to enter into any type of swap, derivative or any other hedging transactions, including without limitation, commodity and interest rate transactions subject to the following limitations:
    1. Where the principal behind the swap, derivative or hedging transaction does not exceed $10,000,000, the Vice-Principal (Finance and Administration) jointly with one of the following may authorize these transactions:
      • Associate Vice-Principal (Finance)
      • Controller
      • Treasurer
      • Director, Investment Services;
    2. Where the principal behind the swap, derivative or hedging transaction is between $10,000,000 and $20,000,000, authority to authorize is as provided in subsection 11(a) above provided that prior to entering into a swap, derivative or hedging transaction, the persons authorizing the transaction have consulted with and obtained approval of one of the following:
      • Chair of the Capital Assets and Finance Committee
      • Vice-Chair of the Capital Assets and Finance Committee
      • or Chair of the Board of Trustees; and,  
    3. Where the principal behind the swap, derivative or hedging transaction exceeds $20,000,000, authority to authorize is as provided in subsection 11(a) above provided that prior approval of the Capital Assets and Finance Committee has been obtained;
       

      Provided that all swap, derivative or any other hedging transactions entered into will be reported at the first meeting of the Capital Assets and Finance Committee of the Board of Trustees subsequent to the transaction. 

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Authority to Borrow

  1. The authority to borrow money on behalf of the University shall be subject to the approval of the Capital Assets and Finance Committee and the Board of Trustees. This authority shall not apply to any borrowings for the benefit of the University by way of overdraft in the University’s bank accounts.

     

    Where such borrowing is authorized by the Capital Assets and Finance Committee and the Board of Trustees, the following may execute all instruments necessary to effect same: The Vice-Principal (Finance and Administration) jointly with the Principal or the Provost and Vice-Principal (Academic).


  2. The authorizations contained in Sections 5 to 12 above shall be subject at all times to the policies and procedures in the Revised Pension Plan of Queen’s University Statement of Investment Policies and Procedures, Queen’s Investment Funds, Statement of Investment Policies and Procedures, and the Debt Management Policy as applicable, and as approved or revised from time to time by the Board of Trustees.

Authority to use the University Seal

  1. The common seal shall only be used in connection with contracts, documents or instruments in writing required to give effect to authorities delegated, or hereafter delegated by the Board of Trustees, to the administrative personnel of the University, and when used shall be authenticated by the Chair or a Vice-Chair of the Board of Trustees, the Principal or a Vice-Principal, or such other person as shall be from time to time authorized by the Board of Trustees, jointly with the Secretary of the University, or any of the Associate Vice-Principal (Finance), the Treasurer or the Controller in the absence of the Secretary of the University.

Authority to Sign Contracts and Approve Invoices

  1. The Board of Trustees may delegate its authority to sign contracts or approve invoices not otherwise covered in this by-law through a policy of the Board. 

Transition 

  1. Resolutions 09-66 and 12-89 and 13-43 are hereby rescinded.

Amendment of By-law 

  1. Amendments to, or repeal or replacement of, this By-law may be considered at any regular or special Meeting of the Board. Proposed amendments or replacement provisions shall be provided with the meeting agenda. Such amendment, repeal or replacement shall be voted upon by the members present at the meeting, and must receive at least two-thirds of the votes cast in order to be carried.

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