University of Virginia Library

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2044

AUTHORIZATION FOR CERTAIN UNIVERSITY EMPLOYEES TO EXECUTE DOCUMENTS

The following resolution was adopted:

• WHEREAS, the Board of Visitors has, by previous resolutions, granted authority to certain University of Virginia employees to execute various documents on behalf of The Rector and Visitors of the University of Virginia, a Virginia public corporation (the "University"); and
• WHEREAS, the Board now wishes to consolidate and expand such authority and to grant authority to certain University employees to delegate such authority to other employees for certain transactions;
• NOW THEREFORE IT IS RESOLVED by The Rector and Visitors of the University of Virginia as follows:
• 1. President, Vice President for Business and Finance (Comptroller) and University Comptroller
• The President, Vice President for Business and Finance (who as Comptroller is an Officer of the Board), and the University Comptroller, of the University, are hereby authorized, jointly and separately, subject to the limitations in subparagraphs (b) through (g) hereof, to execute in the name of and on behalf of the University any or all documents in whatever form and for whatever purpose, including, but not limited to, the following:
• (a) Deeds, leases, contracts, certificates, receipts, deeds of trust, promissory notes, bonds, checks, tax returns and reports, claims for refund, releases, waivers, bills of sale, stock certificates, proxies, security agreements, financing statements, affidavits, pleadings, and responses to interrogatories.
• Such employees are authorized to execute any or all of such documents which they, jointly or separately, feel in their sole discretion should be executed, and such discretion may be exercised without any necessity of prior approval, or ratification, by the Board of Visitors or any committee thereof, except that such employees may only execute the following documents with the prior approval of the Board of Visitors, or the Executive Committee thereof, and shall execute such documents as directed by such Board or Committee:

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• (b) Deeds, contracts and any other documents by which the University conveys, or contracts to convey, any of its real estate or interest in real estate, excluding leasehold interests;
• (c) Contracts, leases and any other documents by which the University leases, or contracts to lease, any of its real estate for more than six months with an effective monthly rental exceeding $1,000;
• (d) Contracts and any other documents by which the University acquires, or contracts to acquire, any real estate, or real estate interest, excluding leasehold interests;
• (e) Contracts, leases and any other documents by which the University acquires, or contracts to acquire, any leasehold interest in real estate for more than one year with an effective annual rental exceeding $100,000;
• (f) Contracts and any other documents by which the University acquires, or contracts to acquire, by purchase, lease or otherwise, goods for an amount exceeding $1,000,000;
• (g) Contracts and any other documents by which the University acquires, or contracts to acquire, services for an amount exceeding $250,000.
• 2. Secretary and Assistant Secretary of the Board of Visitors
• The Secretary and the Assistant Secretary of the Board of Visitors are hereby authorized, jointly and separately, to affix the corporate seal of the University to any or all of the documents described in this resolution, to attest such seal, and to execute certificates concerning the continued effectiveness of this or any other resolution of the Board, or any amendment thereto, and such authority may be exercised, jointly or separately, in their sole discretion without any necessity of prior approval, or ratification, by the Board of Visitors or any committee thereof.

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• 3. Delegation
• The President, Vice President for Business and Finance (who is also the Comptroller) and the University Comptroller, of the University, are hereby authorized, jointly and separately, to delegate to other University employees any or all of the authority to execute any documents other than those described in subparagraphs 1 (b) through (g) above, provided that:
• (a) each delegation shall be in writing and shall be to a named individual; and
• (b) each delegation shall specify the types of documents which may be executed, including any applicable dollar limitation.
• 4. Rescission of Previous Resolutions
• All previous resolutions authorizing University employees to execute documents in the name and on behalf of the University are hereby rescinded. Such rescission shall not in any way affect the validity of any documents signed under the authority of any such previous resolution.