HomeMy WebLinkAboutMinutes 1-28-10CERTIFIED EXTRACT OF MINUTES
AND
CERTIFICATE OF SECRETARY
1, the undersigned, Secretary of the UNIVERSITY OF MIAMI, a not for profit
corporation duly organized and existing under the laws of the State of Florida,
hereby CERTIFY that the attached is a true and correct copy of a certain
resolution regarding the Execution of Contracts, Grants and Other Instruments,
which was duly adopted by the Executive Committee of the Board of Trustees of
said corporation on June 19, 1974, last amended by the Executive Committee of
the Board of Trustees on December 16, 2003, and approved by the Board of
Trustees on January 23, 2004, and has not subsequently been rescinded or
modified.
I FURTHER CERTIFY that the persons named below have been duly
elected to the offices set out after their respective names and that such persons
are the duly authorized incumbents of said office:
Donna E. Shalala, President
Joseph Natoli, Senior Vice President for Business and Finance
Larry Marbert, Vice President for Real Estate and Facilities
Diane M. Cook, Vice President and Treasurer
Alan J. Fish, Vice President for Business Services
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the said corporation this 30th day of July, 2008, at Coral Gables, Miami -Dade
County, Florida.
Leslie Dellinger Aceituno
Assistant Secretary of the University
(Corporate Seal)
RESOLUTION RE:
EXECUTION OF CONTRACTS, GRANTS AND OTHER INSTRUMENTS
WHEREAS, it is provided in the Charter that when the Board of Trustees is not in
session, the Executive Committee has the authority to exercise all powers of the Board of
Trustees with limited exceptions; and
WHEREAS, it is provided in the Bylaws that the prime responsibility of the Executive
Committee shall consist of the business affairs of the University; and
WHEREAS, business matters within such authority include the execution of agreements,
contracts, and other instruments which obligate the University; and
WHEREAS, it is desirable the Executive Committee retain the authority to specifically
approve certain agreements, contracts and other instruments prior to execution by officers of the
University, but it is impracticable and unnecessary for the Executive Committee to individually
pass upon each of such agreements, contracts and other instruments and, in order to facilitate
such matters, it is desirable for the Executive Committee to authorize the President of the
University and the Senior Vice President for Business and Finance to enter into contracts and
agreements for sponsored programs at overhead rates approved by the University and to
authorize the President, the Senior Vice President for Business and Finance, the Vice President
for Real Estate, the Vice President for Business Services, and the Associate Vice President for
Facilities Administration to enter into agreements and contracts to conduct business matters;
now therefore be it
RESOLVED, by the Executive Committee:
That the President, Senior Vice President for Business and Finance, the Vice President
and Treasurer, the Vice President for Real Estate, the Vice President for Business Services, and
the Associate Vice President for Facilities Administration, shall have the authority to execute
contracts, agreements, purchase orders and other instruments in their respective area of
responsibility which obligate the University except for those matters which require approval of the
Executive Committee of the Board of Trustees as set forth in the following paragraph:
Any annual contract, agreement or other instrument, except for those
involving sponsored programs, which exceeds $5,000,000 in full amount,
or exceeds $7.5 million during the term of the agreement.
The Senior Vice President for Business and Finance, the Vice President for Real Estate,
the Vice President for Business Services, and the Associate Vice President for Facilities
Administration may, with the written authorization of the President, delegate to other University
persons, the authority vested in him to sign contracts binding the University, except for those
matters which require approval of the Executive Committee of the Board of Trustees.
That, in the event of an emergency situation the President or her designee may commit
the University to do or perform actions described above without prior authority by first obtaining
oral or telephonic authorization from a majority of the total members of the Executive Committee.
Matters acted upon after obtaining oral or telephonic authorization shall be submitted to the next
meeting of the Executive Committee for confirmation.
Resolution Re: Execution of Contracts
Grants and Other Instruments
Page 2
Reporting Provision
The administration shall submit to the Finance Committee written quarterly reports relative to any
transaction related to the acquisition of goods or services of $2,000,000 or more, but less than
$5 million annually or $7.5 million, regardless of term. The quarterly reports shall address the
following:
a. A brief description of the contractual product.
b. The name of the person, entity or company of the other party, and its principal
owner or chief officer.
c. The amount of the contract.
d. Whether the contract is an extension of a previous one.
e. The duration of the contract.
f. Whether the contract was contemplated and included in an approved budget.
Approved by Executive Committee, Board of Trustees, June 19, 1974
Amended by Executive Committee, Board of Trustees, June 28, 1976
Adopted by Board of Trustees, October 8, 1976
Amended by Executive Committee, Board of Trustees, December 19, 1978
Adopted by Board of Trustees, January 24, 1979
Amended by Executive Committee, Board of Trustees, September 18, 1979
Adopted by Board of Trustees, September 19, 1979
Amended by Executive Committee, Board of Trustees, October 21, 1980
Adopted by Board of Trustees, November 26, 1980
Amended by Executive Committee, Board of Trustees, December 16, 1960
Adopted by Board of -Trustees, January 28, 1981
Amended by Executive Committee, Board of Trustees, November 17, 1981
Adopted by Board of Trustees, November 25, 1981
Amended by Executive Committee, Board of Trustees, April 26, 1984
Adopted by Board of Trustees, April 27, 1984
Amended by Executive Committee, Board of Trustees, May 17, 1988
Adopted by Board of Trustees, October 12, 1988
Amended by Executive Committee, Board of Trustees, November 15, 1988
Adopted by Board of Trustees, December 14, 1988
Amended by Executive Committee, Board of Trustees, April 19, 1994
Adopted by Board of Trustees, April 22, 1994
Amended by Executive Committee, Board of Trustees, August 20, 1996
Adopted by Board of Trustees, October 10, 1996
Amended by Executive Committee, Board of Trustees, February 15, 2000
Adopted by Board of Trustees, April 28, 2000
Amended by Executive Committee, Board of Trustees, October 17, 2001
Adopted by Board of Trustees, November 2, 2001
Amended by Executive Committee, Board of Trustees, December 16, 2003
Adopted by Board of Trustees, January 23, 2004