It is the policy of New York University (the “University”) that appropriate internal controls and accepted best practices be utilized in the approval of Transactions that bind NYU.
Entering into Transactions can create legally binding obligations and affect NYU’s financial control environment. The purpose of this policy is to promote the University’s internal control environment through specifying the persons who are Authorized to approve a Transaction, the criteria for delegating Approval Authority, and the limitations on Approval Authority.
This policy applies to any member of the University Community who seeks to approve a Transaction. This policy does not apply to externally sponsored agreements that are governed by the Sponsored Programs Administration Handbook and administered by the Office of Sponsored Programs and Post Award Administration. The Chief Financial Officer of the University (the “CFO”) may exempt University Affiliates and divisions from this policy where the CFO agrees it is appropriate, including that the CFO is satisfied that the policies and/or procedures governing Approval Authority of any such University Affiliate or division are prudent. The University Affiliates and divisions shown on Exhibit I to this policy have been exempted from this policy by the CFO. Exhibit I will be updated by the CFO as the CFO adds or removes University Affiliates and divisions from exemption.
All existing delegations of Approval Authority not otherwise revoked will be deemed revoked as of the effective date of this policy. Any action taken under a proper delegation in effect at the time of the action will not be invalidated because of the subsequent issuance of this policy. All delegations of Approval Authority and Delegation Authority made on or after the effective date of this policy must be made in accordance with this policy.
I. AUTHORIZED PERSONS AND APPROVAL LEVELS
A. All Transactions must be approved by an Authorized person in accordance with this policy unless otherwise Authorized by the Board of Trustees of the University (or its Executive Committee).
B. Each Authorized person is designated as Level 1, Level 2, Level 3, Level 4, or Level 5, as follows:
Level 1: President of the University (“President”)
Provost of the University
The Executive Vice President of the University (“The Executive Vice President”) Executive Vice President for Health of the University (“EVP for Health”)
Secretary and General Counsel of the University (“General Counsel”)
Chief Financial Officer ("CFO")
Executive Vice President for Operations of the University (“EVP for Operations”)
Level 2: Senior Vice Provosts
Senior Vice Presidents
Treasurer of the University (“Treasurer”)
Persons delegated Approval Authority by Level 1 persons
Level 3: Persons delegated Approval Authority by Level 1 or 2 persons
Level 4: Persons delegated Approval Authority by Level 1, 2, or 3 persons
Level 5: Persons delegated Approval Authority by Level 1, 2, 3, or 4 persons
C. Level 1 and Level 2 persons have the Approval Authority set forth in Table A. Level 1 persons may delegate such Approval Authority to any of the above levels of person; Level 2 persons may delegate such Approval Authority to persons who report directly or indirectly to them; in both cases, up to the maximum levels set forth in Table A based upon a person’s level.
D. All delegations of Approval Authority must be expressly granted in writing. A delegation of Approval Authority also may grant Delegation Authority (i.e., provide that the person to whom Approval Authority is delegated has the right to further delegate his or her Approval Authority), provided that Delegation Authority by Level 2 and below persons is permitted only to persons who report directly or indirectly to the person delegating, such Approval Authority may not exceed the limitations set forth in Table A based upon the level of the person to whom such Approval Authority is delegated, and Level 5 persons are not authorized to grant Delegation Authority to any other person.
E. Delegations of Approval Authority may be indefinite or for a limited period of time, as so specified in the writing granting the Approval Authority, but in any case will automatically terminate if the Authorized person either ceases to be employed or engaged by NYU or ceases to hold the position specified in the delegation or a position that includes the duties contemplated by the delegation.
F. During an Authorized person’s absence there may be insufficient Authorized persons available to conduct necessary business. It is important for Authorized persons and their supervisors to assure that there will be adequate coverage during such times (e.g., a temporary delegation of Approval Authority may be appropriate).
G. The CFO or the General Counsel may revoke the Approval Authority or Delegation Authority of any Level 2, 3, 4, or 5 person at any time. Persons of a higher level can revoke Approval Authority or Delegation Authority of any lower level person who reports directly or indirectly to them (e.g., a Level 2 person can revoke the authority of a Level 3 person who reports directly or indirectly to that Level 2 person).
H. Table A specifies limitations on Approval Authority based on a maximum dollar amount for types of Transactions depending on the level of the Authorized person. A person is not Authorized to approve Transactions involving amounts in excess of the threshold established for his or her level (or any lesser threshold amount that may be specified in the applicable written Delegation Authority). Where a Transaction is denominated in other than U.S. dollars, the exchange rate as established by the CFO effective for the fiscal year in which the Transaction is approved (known as the “Budget Rate”) will be utilized in determining whether the approval is within the Approval Authority. The CFO may from time to time designate a revised Budget Rate for a specific currency in unusual situations, such as where there is extraordinary inflation resulting in a substantial currency devaluation.
I. There may be situations in which the Approval Authority and/or Delegation Authority established in Table A is further limited for certain persons or more generally by a unit. For example, a unit may decide to limit acquisitions Authorized by specific Level 3 persons or all Level 3 persons up to and including $5,000 rather than $25,000.
J. Unique situations within units or departments may require limited or short-term exceptions to this policy. Exceptions, including the American Express Card Program, must be specifically stated and must be approved in advance in writing by the CFO or the General Counsel.
K. The Academic and Administrative Fiscal Officers will serve as the Unit’s Delegation Steward.
|Effective Date:||September 01, 2013|
|Supersedes:||Policy dated October 10, 2012|
|Issuing Authority:||Board of Trustees|
|Responsible Officer:||Chief Financial Officer; General Counsel; Treasurer|
“Approval Authority” means the authority to approve a Transaction, including sending any written communication or signing any document, instrument, or agreement relating to such Transaction that may be binding on NYU.
“Authorized” means, with respect to a Transaction, that a person has been granted the authority in accordance with this policy to approve such Transaction (and sign the related documents, instruments or agreements, where applicable) and obligate NYU in respect of the amount in question (where applicable), and to charge the relevant NYU cost center for such amount.
“Delegation Authority” means the authority to grant Approval Authority for a Transaction to another person.
“NYU” means the University and all University Affiliates, and includes the schools, colleges, institutes, and other administrative units of the University, all University Affiliates, and the Global Network University sites, as such terms are defined in the Policy on Policies.
“Transaction” means a commitment by NYU involving the exchange of money or property, an obligation to perform services requiring payment or use of NYU resources, or the assumption of a liability (e.g., indebtedness) or potential liability, currently or in the future (e.g., NYU agreeing to indemnify another party).
“University Affiliate” means each of those entities controlled, directly or indirectly, by the University through (a) ownership of more than 50% of the ownership interests in the entity or (b) the power to appoint or elect a majority of the entity’s governing body (e.g., directors or trustees).
“University Community” means all NYU faculty, including visiting faculty; researchers, including persons participating in research at or under the auspices of NYU; employees; professional staff, including medical, dental, and nursing staff; volunteers; fellows, trainees, and post-doctoral appointees; students; and consultants, vendors, and contractors.
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