Signing Committee - Resolution

1. MEMBERSHIP

The President of the University, and the Chair of the Board of Governors (the Vice-Chair in the absence of the Chair) constitute the Signing Committee.

2. MEETINGS

Meetings are convened as required.

3. TERMS OF REFERENCE

The Committee has power and authority to designate or appoint officers or agents of the University as signing officers on behalf of the University as the Committee deems expedient and advisable. This includes the power to define the terms, limits and scope of any signing authority and with further power to revoke, repeal, modify, alter or vary any signing authorities heretofore established under the authority of the Board. The general powers conferred by this Resolution shall be subject always to the power reserved to the Board to specify, by resolution, who the signing officer(s) might be in any specified particular instance.

Any appointment or designation of signing authorities (or revocation, alteration, modification or variation thereof) by the Signing Committee shall be in the form of a resolution in writing executed by the President and the Chair of the Board of the University and under the corporate seal of the University, and shall not be in full force and effect until an executed copy of such resolution under the corporate seal of the University is filed with the Secretary of the Board, the Vice-President, Administration & Finance, the Internal Auditor and the External Auditor of the University. In addition, the President and Chair of the Board shall respectively retain for their separate files executed copies of each resolution.

Notwithstanding the provisions of the foregoing paragraph, any party dealing with the University shall be entitled to rely upon a copy of this Resolution and any resolution by the Signing Committee pursuant thereto (including extracts from any such resolution) upon receipt of such a copy or extract duly certified as such by the Secretary of the Board under the corporate seal of the University and further certifying that it is in full force and effect.

The Committee will assess annually the adequacy of its terms of reference and propose any needed amendments to the Governance Committee.

4. CONTINUED IN FORCE

Any resolutions passed pursuant to Bylaw 7 relating to the signing powers of officers and agents of the University shall continue in full force and effect except insofar as they may be revoked, repealed, altered, modified or varied pursuant to the provisions of this Resolution.

Approved by the Board of Governors, June 6, 2006.