What type of legal services does OGC provide?
OGC provides a full range of legal services to the University in a variety of fields, including commercial transactions, real estate, employment, immigration, corporate governance, student issues, regulatory compliance, healthcare and intellectual property, among others. When appropriate, OGC also retains and supervises outside counsel on particular matters requiring specialized expertise.
Who does OGC represent?
OGC provides legal advice and representation to The Washington University, including all its schools and departments and its wholly owned affiliates. This includes providing advice and counsel to the University’s trustees, officers, administrators, faculty and staff acting in their official capacities on a variety of issues affecting the University. The office does not represent individual faculty or staff members in personal legal matters outside the scope of their work for the University. Additionally, OGC does not provide personal legal services to students of the University.
Can I retain outside counsel for a University matter?
No. The decision to retain outside counsel rests solely with OGC as set forth in the University’s Policy on Retention and Instruction of Outside Counsel. OGC considers a number of factors when making a determination to engage outside counsel, including cost and the subject matter of the representation. Faculty, staff and students may not employ outside attorneys to represent or provide legal services to the University or its affiliated entities. Additionally, University personnel should not contact outside counsel concerning University business without first consulting the OGC and all communications from outside attorneys should be referred to the OGC promptly.
If you believe outside counsel is needed for a University matter, you should contact OGC. An OGC attorney will evaluate the matter and determine whether outside counsel is necessary or appropriate. If so, the OGC attorney will retain outside counsel with the required expertise.
Do I have signature authority to sign contracts or to enter into a transaction on behalf of the University?
Every individual signing a contract on behalf of the University must have written signature authority to do so. Specific delegations of signature authority by the Board of Trustees are set forth in the University’s Amended and Restated Omnibus Delegation of Signature Authority (the “Signature Authority Policy”). In general, it grants signature authority in the first instance to corporate officers and full deans. Each of these individuals is authorized to subdelegate signature authority to other individuals within his or her school or department by signing a written subdelegation (a “Subdelegation”), the form of which may be found at the end of the Signature Authority Policy. Each school or department should maintain a file of its Subdelegations. The Secretary to the Board of Trustees maintains the official file of all Subdelegations across all schools and departments; the University Controller and OGC also maintain copies. Individuals with questions regarding signature authority should review the Signature Authority Policy and any applicable school or departmental Subdelegation and contact their supervisor with questions. If further guidance is needed, please contact the Secretary of the Board of Trustees, the Controller or OGC.
I received a subpoena to appear as a witness in a case. What should I do?
If you have been subpoenaed in connection with your duties or activities at the University, contact the OGC for further instructions. If you have been subpoenaed in a matter unrelated to the University, you should consult your personal legal counsel.
I received a subpoena to turn over documents (a subpoena duces tecum) relating to University business. How should I respond?
You should not turn over documents to anyone without first consulting with the OGC. You should forward a copy of the subpoena to OGC. An attorney will work with you to gather responsive documents and take appropriate legal action with respect to the requested documents and the subpoena.
I received a bankruptcy notice where the University is listed as a creditor. What should I do?
You should forward a copy of the notice to the OGC. Our office will investigate any potential claim and take appropriate legal action to protect the University’s interest in the bankruptcy matter.
I have been contacted by a law enforcement officer or enforcing agency about University matters. What should I do?
When contacted by law enforcement officials, including the FBI, the police or other enforcing agencies seeking access to University records and files or requesting to interview University faculty or staff regarding University matters, you should politely inform the officer that the University will generally cooperate but only in consultation with its legal counsel. Request a copy of any subpoena or search warrant produced by the officer and contact the OGC immediately for further instructions.
I am being sued. Will the OGC represent me?
If you are being sued as a result of activities performed within the scope of your University employment, the University will provide protection from liability for such activities in accordance with the terms of Article VIII of the University’s Bylaws.
If you are being sued in your individual capacity for activities unrelated to the University, OGC cannot represent or defend you. In such event, we also cannot refer you to specific counsel. However, you may want to contact one of the following lawyer referral services for assistance:
- The Missouri Bar Lawyer Referral Service (573) 636-3635
- The Bar Association of Metropolitan St. Louis Lawyer Referral and Information Service (314) 421-4134
- Illinois State Bar Association 1-800-252-8908
What should I do if someone tries to serve me with legal documents?
Only the OGC should accept service of legal process (such as a summons and complaint) for the University. If a process server attempts to serve you with documents for the University, you should politely decline and direct him or her to OGC. If you are served documents that name you individually but in your official capacity with the University, you can accept service on your own behalf. In such event, notify OGC immediately and forward the documents to this office. You may wish to keep a copy for your records. OGC will review the documents and contact you to discuss your further involvement, if any.
If you are served with a subpoena or other legal document addressed to you concerning a non-University matter, you should seek the advice of private outside counsel.
The University has a variety of names and nicknames. Which one should I use?
The legal name of the University is The Washington University. The Washington University is a corporation established by Act of the General Assembly of the State of Missouri approved February 22, 1853. The Washington University is also known as, and does business under the names Washington University and Washington University in St. Louis. However, all legal documents entered into for and on behalf of the University must use the institution’s legal name, The Washington University. For more information on the University’s names, nicknames, logos, symbols and marks, contact the University’s Office of Public Affairs.
What is the tax status of the University?
The Washington University is a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code for Federal income tax purposes. The University is also generally exempt from Missouri state income tax and has also obtained an exemption from paying Missouri state or local sales or use taxes on purchases supporting the University’s mission. If you require a copy of the University’s federal exemption certificate or a sales tax exemption form, contact the University’s tax department.