Policy: Contracts, Regulations & Legal Authority
The legal authority of Trinity College rests in the Board of Trustees, which has enacted by-laws that delegate certain authorities to the president of the College for the executive management of Trinity’s affairs. The by-laws also delegate certain limited powers to the vice president for financial affairs (CFO), and vice president for academic affairs (Provost), particular to their positions. No other employees of the College have any legal authority.
From time to time the president may delegate a specific legal act to another agent. Such a delegation (a) does not serve as a wholesale grant of authority for all time, and (b) does not relieve the president of ultimate accountability for the acts of the agent. Accordingly, the president has both the right and an obligation to receive an accounting from the agent of any and all actions taken under the limited grant of authority.
The consequences for a failure to understand and respect these very simple principles can be catastrophic for Trinity. Any trial to determine liability will seek first to establish whether the exercise of authority was legal and reasonable, and breaches in the chain of command can be used to prove negligence even before other facts are examined. An individual who acts outside of the legal authority of the College exposes Trinity to grave risk, and, in addition, could become personally liable for the consequences as well. Acting without authority could result not only in litigation, but also, the nullification of insurance policies, and the refusal of the College to indemnify the employee who violated the stated procedures.
For these reasons, all employees of Trinity, and particularly, personnel in executive, managerial and administrative positions, must strictly adhere to these rules concerning contracts, regulatory compliance and legal authority:
- No one may sign contracts except the president of the College.
- The president may choose to delegate some specific contractual authority to the vice presidents for actions that are relevant to their areas of responsibilities. This is not a wholesale grant of authority, and the president reserves the right to withdraw the authority in any case.
- The vice presidents, or any other persons to whom the president delegates contractual authority, may not sub-delegate that authority without the explicit knowledge and approval of the president.
- All contracts must be reviewed by Trinity’s general counsel. Individual managers who need contracts signed must submit contracts for review to the general counsel at least ten days before the contracts are due. Trinity will not act on a contract without legal review, and reserves the right to return a contract to the contractor for revision prior to executing the contract.
- No financial obligations under any impending contract may be undertaken by any employee until the contract is executed. Unless specifically directed by the president, Trinity will not honor financial obligations incurred prior to the final approval of a contract, and the employee who acts without authority in such a case may have to bear the cost personally. Other rules concerning financial obligations are covered in the Policy Statement on Purchasing and Spending.
- The president is the legal representative of the College. All legal matters are handled through the General Counsel’s Office working directly with the president. Any legal matter that arises in the course of the work of any department must be brought to the attention of the president and general counsel immediately. Such legal matters include regulatory matters (e.g., health, fire or safety inspections, federal compliance inquiries, FBI or police inquiries, etc.), complaints with legal claims whether through agencies or lawyers, personnel actions, subpoenas, and other such legal actions.
- No employee is empowered to attempt to resolve a legal issue individually. Trinity seeks the advice of counsel before responding to any legal problem. Employees should make every effort to terminate conversations with individuals who make legal threats against them or Trinity.
- Employees who are involved in circumstances in which they have received advice and direction from Trinity’s legal counsel, or the president acting on advice of counsel, have a strict obligation to comply with those directions. In most cases, those directions also include an implicit, if not explicit, expectation of confidentiality concerning the facts and issues of the case. Any supervisor or manager who attempts to take an action against a subordinate who has brought a legal action risks a retaliation claim, and consequent legal and personnel action.
- Employees should not engage in gossip and speculation about legal matters and pending cases. Employees need to be aware that any statements (including emails, notes, voicemail, and even oral communications) can be subject to discovery and in a legal proceeding, and possible deposition.
- Employees who believe that a situation exists that could have legal or regulatory consequences for Trinity should bring the situation to the attention of the president.
- All regulatory and compliance reports, to governmental, quasi-governmental, accrediting or other public or private agencies, must receive the approval of the president prior to their submission. Individual employees do not have sign-off authority on such reports unless specifically granted by the president.
- In the event of litigation or other adverse legal action, Trinity College will provide legal representation to its employees who have acted reasonably and in good faith, and in compliance with this policy. Trinity cannot guarantee representation or insurance coverage to any employee who violates this policy, or whose action is reckless or grossly negligent.