13-300 Officers of the Regents of the University of California

13-310 Officers of the Regents of the University of California

According to Bylaw 20.1, Officers of the Corporation, Designation and Qualifications, the Officers of the Corporation are: the President of the Board, the Chairman, and the Vice Chairman (members of the Board). The Principal Officers of The Regents are:  the Secretary and Chief of Staff; the General Counsel and Vice President for Legal Affairs who also serves as an Officer of the University; the Chief Investment Officer and Vice President for Investments who also serves as an Officer of the University; and the Senior Vice President - Chief Compliance and Audit Officer who also serves as an Officer of the University. “The Officers of the Corporation shall also include such deputies, associates and assistants of the Principal Officers as are designated Officers of the Corporation by the Principal Officers in their respective areas of responsibility pursuant to Bylaw 20.2.” The Board elects all Officers, except its President who is the Governor of the State of California. Note that the President of the Board of Regents of the University of California is not the President of the University (see Section 13- 400).  Specific descriptions of the responsibilities of the officers of the Board are found in Bylaw 21, Duties and Responsibilities of Officers of the Corporation.

13-320 Office of the Secretary of the Regents

The duties of the Secretary are enumerated in Bylaw 21.3, Duties and Responsibilities of Officers of the Corporation, Secretary and Chief of Staff.

Several of the duties of the Secretary have a bearing on the administration of contracts and grants.  Those include: Custody of Corporate Seal (13-321), Real Property Rental Agreements with The Regents as lessor or as tenant (13-322), Custody of Corporate Records (13-323), and Attestation of Documents signed by the President of the Board or other Officer of The Regents (13-324).

13-321 Custody of Corporate Seal

Bylaw 2.2, Corporate Seal, Use, stipulates that the corporate seal shall be used only in connection with the transaction of business of The Regents of the University of California and of the University. The Secretary has authority to affix the seal to any document signed on behalf of the Corporation.

13-322 Real Property Agreements

Under Bylaw 21.3, Duties and Responsibilities of Officers of the Corporation, the Secretary, acting alone, is authorized in the name of the Corporation to execute a number of actions relative to real property.  According to 21.3(2) the Secretary may execute:

Documents involving real estate transactions which are necessary to implement programs or policies approved by the President of the University or the Chief Investment Officer of the Corporation in their respective areas of authority and responsibility, provided, however, that the following shall be subject to approval by the Board or by a Committee thereof empowered to act (see also Bylaw 21.4(q) and Standing Order 100.4(cc)):

(aa) Documents affecting a conveyance of title to real property other than those subject to approval by the Chief Investment Officer in accordance with Bylaw 21.4(o) and 21.4(p) and those subject to approval by the President in accordance with Standing Order 100.4(gg), 100.4(hh), and 100.4(ll).

(bb) Leases of mineral rights, including gas, oil, and other hydrocarbons, or geothermal resources, associated with real property held or acquired for investment purposes which involve a land rent in excess of $500,000 per year during the primary lease term.

(cc) Leases, licenses, easements and rights-of-way with respect to real property in excess of the authority granted to the President and the Chief Investment Officer in their respective areas of authority.

(dd) Agreements by which the University assumes liability for conduct of persons other than University officers, agents, employees, students, invitees, and guests. This restriction does not apply to agreements under which the University assumes responsibility for the condition of property in its custody.

13-323 Custody of Corporate Records

Under Bylaw 21.3(f), the Secretary shall be the custodian of all official records of the Corporation.  A discussion of the custody of contract and grant records is found in Chapter 17 of this Manual.

13-324 Attestation of Documents

Under Bylaw 21.3(i), the Secretary shall execute or attest to all documents that have been executed by the President of the Board, Chairman or Vice-Chairman of the Board, or Chairman or Vice-Chairman of the Committee on Finance.

13-330 Office of the General Counsel

13-331 Responsibility of General Counsel for Legal Advice

The Office of General Counsel and Vice President for Legal Affairs is established under Bylaw 20.1, Officers of the Corporation. The duties of the General Counsel are enumerated in Bylaw 21.2, Duties and Responsibilities of Officers of the Corporation, General Counsel, which, among other duties, stipulates that:

The General Counsel and Vice President for Legal Affairs ... shall advise the Corporation and Officers, the President of the University, University Officers, and Officers of the Academic Senate on legal questions as may be requested.

13-332 Review of Contract and Grant Documents by Office of General Counsel

In recognition of the volume of contracts and grants in research, professional training, and public service relating to research or professional training, Bylaw 21.2 no longer requires that contract and grant documents be reviewed and approved as to form by General Counsel's Office.  In lieu of such review and approval, the General Counsel has issued guidance for the review of contracts and grants for legal sufficiency (see 13-333). If, however, a University official having authority for the approval of contracts and grants desires advice from the General Counsel's Office, the documents may be submitted directly to that office. A cover letter should outline those issues for which advice is being sought.

13-333 Checklist for Review of Contracts and Grants

The following is the text of a Checklist for Review of Contracts and Grants (pdf) issued by the General Counsel's Office and attached to Presidential Delegation of Authority DA 2243 (pdf). This Checklist is intended to aid University officials who have authority to approve contracts and grants, and who must therefore review such documents for legal sufficiency.

  1. Is the name and status of each contracting party correctly set forth? e.g., "The Regents of the University of California," which is described as "a California corporation."

(Note: Setting forth the "University of California" or some instrumentality thereof as the contracting party is not correct, as the University and all its instrumentalities do business in the official name of "The Regents of the University of California.")

  1. Is the consideration for the contract sufficiently stated? i.e., Are the services and/or materials to be rendered and/or furnished by the Contractor (The Regents of the University of California) set forth, and are the amount, time and manner of payment to The Regents therefor set forth?
  2. Is the effective date of the contract set forth or ascertainable from the provisions of the contract (see item 4 below)?
  3. Is the period of performance and/or duration of the contract set forth?
  4. If authorization has been obtained to incur costs prior to execution of a federal contract, does the contract contain a special clause providing for reimbursement of such costs or otherwise insure reimbursement of such costs?
  5. Are there any ambiguous words or phrases included in the contract?
  6. Are there any words or phrases inconsistent with words or phrases in other parts of the contract?
  7. Is the subject matter of the contract so described that it may be identified with certainty?
  8. Is there any document which is attached to the contract which is meant to be a part thereof? If so, has it been correctly identified and made a part of the contract by the following phrase or another phrase to the same effect: "                                                       , attached hereto, is incorporated herein by this reference."
  9. Is there any recital in the contract that an attached document is made a part of the contract? If so, has that document been attached as recited?

13-334 Scope of General Counsel's Advice

General Counsel can give advice on various legal aspects of a particular contract and grant document, including whether an agreement will stand up in court as legally binding; whether particular terms and conditions are consistent with each other; whether the language used adequately conveys the intentions of the parties; and other matters. The General Counsel, however, does not evaluate the merits of the proposed work or business arrangement, nor the impact on resources, which are local responsibilities.  Each clause of the agreement is reviewed in conjunction with the entire document; if a given clause is appropriate in one document, the exact clause may not be appropriate in another context.

13-340 Office of the Treasurer of the Regents

The duties of the Treasurer and Chief Investment Officer are enumerated in Bylaw 21.4, Duties and Responsibilities of Officers of the Corporation, Chief Investment Officer.

Several of the duties of the Treasurer have a bearing on the administration of contracts and grants.  Those include: Regents representative in bank relationships and receipt and collection of funds (see Chapter 6, Section 6-F02 of this Manual), and administration of Real Property
(see Chapter 16 of this Manual).