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Western Sydney University (University Seal and Authentication) Rule

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The Board of Trustees of Western Sydney University makes the following rule under section 41 of the Western Sydney University Act 1997 and Part 4 of the Western Sydney University By-law 2017.

Part 1 – Preliminary

1. Name of Rule

This Rule is the Western Sydney University (University Seal and Authentication) Rule 2021.

2. Commencement

This Rule commences on the date it is published in accordance with the Western Sydney University By-law 2017 (NSW).

3. Definitions

In this Rule, these words have the following meanings if they commence with a capital letter in the text:
(1) Act means the Western Sydney University Act 1997 (NSW) as amended.
(2) Authorised Signatory means a person referred to in clause 8.
(3) Award means a testamur, award or similar instrument authorised by the Board to be issued to a person:
  1. who has satisfied the University's requirements for award of a degree, diploma, certificate or other award for academic achievement; or
  2. as an honorary title or award conferred by the Board under the Honorary Titles and Awards Policy.
(4) Board means the Board of Trustees of the University.
(5) Common Seal means the seal of the University referred to in section 39 of the Act.
(6) Duplicate Common Seal means the duplicate version of the Common Seal referred to in clause 5(2).
(7)Seal is a reference to (as the case may be) the Common Seal or a Duplicate Common Seal.

4. Notes

Notes are inserted for information only and do not form part of this Rule.

Part 2 – University Seal

5. Format of Seal

(1) The Common Seal is in the form of an embossed watermark that can be affixed using an embossing press or by digital means.
(2) The University may also have a duplicate of the Common Seal in the form of a digital or an ink stamp, which may be affixed to instruments in circumstances where a visible version of the Seal is considered desirable or necessary [such as on instruments required to be registered under the Real Property Act 1900 (NSW)].  The Duplicate Common Seal when used has the same force and effect as if the Common Seal was affixed.

6. Custody of the Seal

The University Secretary is responsible for the secure custody of the Seal.

7. Documents to which the Seal can be affixed

Subject to this Rule, the Seal may only be affixed to any one or more of the following:
  1. an Award
  2. a document or instrument (including any deed) required to give effect to a transaction or activity that has first been approved by (as appropriate) the Board or by an authorised delegate of the University pursuant to the Delegations of Authority Policy;
  3. a document or instrument or class of documents or instruments first approved by the Board;
  4. a document or instrument that is required by law or for ceremonial purposes to have the Seal affixed;
  5. a power of attorney authorising a person to execute an instrument (such as a deed) referred to in subclause b or c.

8. Who can attest affixing of the Seal

(1) Pursuant to section 39 of the Act, the Board appoints any two of the following officers to attest a document or instrument to which the Seal is affixed, except an Award:
  1. the Chancellor;
  2. a Deputy Chancellor;
  3. a Pro Chancellor;
  4. the Vice-Chancellor and President;
  5. the Senior Deputy Vice-Chancellor and Provost;
  6. a Deputy Vice-Chancellor and Vice-President;
  7. a Vice-President;
  8. the University Secretary;
  9. the General Counsel;
  10. a Pro Vice-Chancellor.
(2) Pursuant to section 39 of the Act, the Board appoints any two of the following officers to attest a document or instrument to which the Seal is affixed in urgent cases where the Vice-Chancellor and President is of the view that authority from the Board should not be delayed until the next scheduled Board meeting.  However, the execution of that document or instrument must be reported to the next scheduled Board meeting and ratified by the Board.
  1. the Chancellor;
  2. a Deputy Chancellor;
  3. the Vice-Chancellor and President;
  4. the Senior Deputy Vice-Chancellor and Provost .
(3) Pursuant to section 39 of the Act, the Board appoints any two or more of the following officers to attest an Award to which the Seal is affixed:
  1. the Chancellor;
  2. the Vice-Chancellor and President; and
  3. Vice-President, People and Advancement.

9. Affixing the Seal and form of words

(1) For all documents or instruments, except Awards, to which the Common Seal is to be affixed, the following form of statement is to be used:
“The Common Seal of Western Sydney University was affixed on [insert date] by authority of the Board of Trustees and attested by the following persons as authorised signatories:”
(2) For all documents or instruments to which the Duplicate Seal is to be affixed, the following form of statement is to be used:
“The Duplicate Common Seal of Western Sydney University was affixed on [insert date] by authority of the Board of Trustees and attested by the following persons as authorised signatories:”
(3) An Award to which the Common Seal or a Duplicate Seal is affixed need not include the statements referred to in clauses (1) or (2), but it must include a statement that the Board has authorised the Common Seal to be affixed to it.

10. Attestation

(1) Documents or instruments other than Awards can be attested by an Authorised Signatory using a physical (or wet) signature or an electronic facsimile of the Authorised Signatory’s signature.
Note:  While section 38 of the Conveyancing Act 1919 (NSW) now permits a deed to be attested electronically, some documents may still need to be executed using physical (or wet) signatures.  Advice should first be sought from the Office of General Counsel.
(2) An Award can be attested by using an electronic facsimile of the Authorised Signatory’s signature.

Part 3 – Authentication

11. When it can be used

(1) A document or instrument (including a deed or deed poll) may be authenticated by the University in accordance with section 50 of the Interpretation Act 1987 (NSW) unless it is:
  1. an Award; or
  2. required by law to affix the Seal to that document or instrument.
(2) Subject to clause 7.d, it is not mandatory to affix the Seal to any document or instrument unless the Vice-Chancellor and President or the Senior Deputy Vice-Chancellor and Provost or the University Secretary (on the advice of the General Counsel) decides it is appropriate or necessary for the Seal to be affixed.

12. Who can authenticate

(1) Any one or more of the Authorised Signatories referred to in clause 8(1) can authenticate a document or instrument on behalf of the University if satisfied that the transaction or activity to which that document gives effect has first been authorised pursuant to clause 7.
(2) Documents or instruments can be authenticated using an electronic signature subject to the requirements of the Electronic Transactions Act 2000 (NSW).
Note:  An Authorised Signatory may need to sign using a physical (or wet) signature and have their signature witnessed by another person, for example, if it is a deed or instrument legally required to be witnessed.  Advice should be sought from the Office of General Counsel.

Part 4 – Seal and Authentication Register

13. Requirements

(1) The University Secretary is responsible for maintaining a Register of documents or instruments sealed or authenticated in accordance with this Rule.
(2) The Seal and Authentication Register is to record the following details for each document or instrument:
  1. a short description of the nature, the transaction or activity to which it relates and the parties to it;
  2. who approved the transaction or activity to which it gives effect and the date of approval;
  3. whether it was sealed or authenticated and by whom;
  4. if sealed, whether the Common Seal or the Duplicate Common Seal was affixed;
  5. the date on which it was sealed or authenticated; and
  6. any other information that the University Secretary considers appropriate to include.

Part 5 – Misuse of the Seal

14. Reporting requirements

(1) Any unauthorised use, copying or duplication of the Seal must be reported promptly to the University Secretary.
(2) The University Secretary is to investigate and take appropriate action in respect of any suspected or actual misuse of the Seal and to make a report to the Board.