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University Seal Policy

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Section 1 - Purpose and Context

(1) Western Sydney University is a body corporate under the Western Sydney University Act 1997 (NSW) and has a seal to execute and authenticate documents in its name.

(2) The Act requires the Seal of the University to be kept in such custody as the Board of Trustees may direct and is only to be affixed to a document pursuant to a resolution of the Board.

(3) The Interpretation Act 1987 (NSW) allows a document requiring authentication by a statutory corporation to be undertaken without the seal of the corporation if it is signed by the president, chairperson or other principal officer of the corporation or by any member of the staff of the corporation authorised to do so by the president, chairperson or other principal officer.

(4) This policy sets out the requirements for using and managing the Seal. It does not provide delegated authority to approve relevant transactions and must therefore be read and enacted in conjunction with the Delegations of Authority Policy.

(5) The policy applies to all staff, including officers authorised to affix the Seal.

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Section 2 - Definitions

(6) For the purposes of this policy:

  1. Authorised Officer means the Chancellor, a Deputy Chancellor, the Vice-Chancellor and President, a Deputy Vice-Chancellor and Vice-President, a Vice-President, the University Secretary and General Counsel, or a Pro Vice-Chancellor, and includes the Registrar for the purposes of testamurs, awards or similar instruments.
  2. Seal means the common seal of the University.
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Section 3 - Policy Statement

(7) The University Secretary and General Counsel is responsible for the secure custody of the Seal.

(8) The Seal may only be used in accordance with the Act and this policy.

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Section 4 - Procedures

Part A - Documents to which the Seal is to be Affixed

(9) Subject to this policy, the Seal must be affixed to:

  1. the testamur, award or other similar instrument issued to any person as evidence the University has conferred or awarded a degree, diploma or certificate to that person;
  2. any instrument required to be sealed according to the requirements of any legislation.

(10) The Seal may also be affixed to:

  1. any instrument (including any deed, agreement or memorandum of understanding) for a transaction that has been approved by, as appropriate, the Board of Trustees or an authorised delegate under the Delegations of Authority Policy;
  2. any power of attorney authorising a person to execute an instrument referred to in paragraph a.;
  3. any other instrument approved by the Board of Trustees.

Part B - Fixing of the Seal

(11) The affixing of the Seal can only be authorised by:

  1. resolution of the Board of Trustees;
  2. written direction of an Authorised Officer if, in his or her opinion, the sealing of the document is urgently required and should not be delayed until the next scheduled meeting of the Board (and such action must be reported to the Board of Trustees at its next meeting);
  3. direction of the Registrar to a testamur, award or similar instrument.

(12) In affixing the Seal to documents other than testamurs, awards or similar instruments, the form of words to be used is:

'The Common Seal of Western Sydney University was hereto affixed on the ....... day of authority of the Board of Trustees in the presence of...'.

Part C - Attestation

(13) The affixing of the Seal will be attested by any two Authorised Officers signing the relevant instrument, who do not need to attest in the presence of each other.

(14) Facsimile or electronic versions of the Seal and signatures of Authorised Officers may be used in respect of:

  1. testamurs, awards or other similar instruments referred to in paragraph (9)a; or
  2. other generic or specific instruments approved by the Board of Trustees.

Part D - Other Means of Authenticating a Document

(15) The University may authenticate an agreement, deed or other instrument without the Seal of the University and in accordance with the Interpretation Act 1987 (NSW) by an Authorised Officer signing that instrument. The Authorised Officer must first be satisfied that the transaction to which the instrument gives effect has been approved in accordance with the Delegations of Authority Policy.

Part E - Seal and Authentication Register

(16) The University Secretary and General Counsel is responsible for maintaining a Register of instruments sealed or authenticated under this policy, which is to record:

  1. details of the instrument to which the Seal has been affixed, including details of the parties;
  2. details of approval of the transaction to which that instrument relates;
  3. if applicable, the Authorised Officer who authorised the affixing of the Seal;
  4. the name(s) and position(s) of the Authorised Officer(s) who attested the affixing of the Seal or who authenticated the instrument;
  5. the date on which the Seal was affixed to the instrument or the instrument was authenticated; and
  6. any other information the University Secretary and General Counsel considers appropriate to include in the Register.

Part F - Misuse of the Seal

(17) The Seal must not be copied or duplicated, physically or electronically, without the prior approval of the Board of Trustees.

(18) The University Secretary and General Counsel will report any instances of misuse of the Seal to the Board of Trustees.

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Section 5 - Guidelines

(19) Nil.