JANUARY 21, 1924, 3 COMP. GEN. 436

JANUARY 21, 1924, 3 COMP. GEN. 436

CONTRACTS - EVIDENCE OF AUTHORITY TO SIGN THE AUTHORITY OF OFFICERS OF CORPORATIONS GENERALLY TO SIGN CONTRACTS WITH THE GOVERNMENT ON BEHALF OF THE CORPORATION MUST BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE, USUALLY BY FILING WITH THE CONTRACT EXTRACTS FROM THE ARTICLES OF INCORPORATION, BY-LAWS, OR MINUTES OF THE BOARD OF DIRECTORS, DULY CERTIFIED BY THE CUSTODIAN OF SUCH RECORDS UNDER CORPORATE SEAL. THE AUTHORITY OF OFFICERS OF PUBLIC SERVICE CORPORATIONS, SUCH AS TELEGRAPH AND TELEPHONE COMPANIES, TO SIGN CONTRACTS ON BEHALF OF THE CORPORATION MAY BE ESTABLISHED BY A CERTIFICATE BY THE CONTRACTING OFFICER REPRESENTING THE GOVERNMENT TO THE EFFECT THAT SUCH OFFICERS ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN REGULAR SERVICE CONTRACTS ON BEHALF OF THE CORPORATION WITH THE PUBLIC GENERALLY; WHEN SO CERTIFIED THE ABSENCE OF THE SEAL OF THE CORPORATION WILL NOT BE OBJECTED TO. THE QUESTION WHETHER IT IS MORE ECONOMICAL TO MAKE A SUCCESSION OF INDEPENDENT PURCHASES OF SUPPLIES, OR ENGAGEMENTS OF NONPERSONAL SERVICES, RATHER THAN TO ENTER INTO A CONTRACT FOR A GIVEN PERIOD FOR SUCH SUPPLIES OR NONPERSONAL SERVICES AS REQUIRED OR ORDERED, IS AN ADMINISTRATIVE MATTER, PROVIDED THE OBJECT OF MAKING THE INDEPENDENT PURCHASES OR ENGAGEMENTS IS NOT MERELY TO AVOID COMPLIANCE WITH SECTIONS 3709 AND 3744, REVISED STATUTES.

COMPTROLLER GENERAL MCCARL TO THE SECRETARY OF THE INTERIOR, JANUARY 21, 1924:

I HAVE YOUR LETTER OF DECEMBER 10, 1923, REQUESTING DECISION AS TO A CONTRACT BETWEEN H. C. SINCLAIR, SUPPLY AGENT, BUREAU OF EDUCATION, SEATTLE, WASH., AND THE POSTAL TELEGRAPH-CABLE CO., OF WASHINGTON, FOR "MESSENGER SERVICE TO CARRY OFFICIAL BUSINESS MESSAGES FROM THE OFFICE OF THE UNITED STATES BUREAU OF EDUCATION, 1223 L. C. SMITH BUILDING, TO THE OFFICE OF THE UNITED STATES SIGNAL CORPS, 1308 FIRST AVENUE, SEATTLE, WASH., OR TO ANY OTHER POINT WITHIN AN EQUAL RADIUS, DURING THE FISCAL YEAR ENDING JUNE 30, 1924," AT THE RATE OF 15 CENTS PER TRIP, THE QUESTIONS FOR DECISION BEING (1) WHETHER SERVICE OF THAT CHARACTER IS REQUIRED TO BE CONTRACTED FOR AND THE CONTRACT TO BE REDUCED TO WRITING, AS PROVIDED IN SECTION 3744, REVISED STATUTES, AND (2) WHETHER THE CONTRACT SUBMITTED IS IN ACCEPTABLE FORM, IT HAVING BEEN REDUCED TO WRITING AND SIGNED AT THE END THEREOF BY "H. C. SINCLAIR, SUPPLY AGENT, FOR AND ON BEHALF OF THE UNITED STATES OF AMERICA, PARTY OF THE FIRST PART," AND BY THE POSTAL TELEGRAPH-CABLE CO., OF WASHINGTON, PARTY OF THE SECOND PART, BY ITS PRESIDENT AND ITS SECRETARY, RESPECTIVELY, BUT WITHOUT THE SEAL OF THE COMPANY, OR DOCUMENTARY EVIDENCE THAT THE OFFICERS THUS SIGNING WERE AUTHORIZED TO SIGN.

IT IS UNDERSTOOD THAT THE FORCE AT THE SEATTLE OFFICE CONSISTS OF THE SUPPLY AGENT, THE DISBURSING CLERK, BOOKKEEPERS AND CLERKS, AND NO MESSENGERS, IT BEING CONSIDERED MORE ECONOMICAL TO OPERATE ON THE BASIS OF HAVING THE NECESSARY OUTSIDE MESSENGER WORK PERFORMED OTHER THAN BY AN EMPLOYEE OF THE GOVERNMENT.

THE QUESTIONS WILL BE ANSWERED IN THE ORDER STATED.

(1) THE MATTER OF WHETHER IT IS MORE ECONOMICAL, ETC., TO MAKE A SUCCESSION OF INDEPENDENT PURCHASES OF SUPPLIES, OR ENGAGEMENTS OF NONPERSONAL SERVICES, SUCH AS HERE IN QUESTION, RATHER THAN TO ENTER INTO A CONTRACT FOR A GIVEN PERIOD PROVIDING FOR THE FURNISHING OF SUCH SUPPLIES, ETC., AS REQUIRED AND ORDERED, IS ADMINISTRATIVE, UNLESS AS IT FREQUENTLY APPEARS, THE OBJECT OF MAKING THE INDEPENDENT PURCHASES OR ENGAGEMENTS IS MERELY TO AVOID COMPLIANCE WITH SECTION 3709 AND 3744, REVISED STATUTES. DECISION OF NOVEMBER 14, 1923, 27 MS. COMP. GEN., 635.

IT IS UNDERSTOOD FROM THE SUBMISSION THAT THE MESSENGER SERVICE HERE IN QUESTION IS COMPETITIVE BUSINESS AND THAT THE RATES ARE NOT FIXED BY ANY REGULATING BODY; THEREFORE, IT WOULD APPEAR BETTER BUSINESS TO ANTICIPATE THE NEEDS FOR A PERIOD AND TO ADVERTISE FOR BIDS THE RESULTING AGREEMENT TO BE REDUCED TO WRITING, ETC., AS REQUIRED BY SECTION 3744, REVISED STATUTES, AS WAS DONE.

(2) THE QUESTION AS TO WHETHER A CONTRACT HAS BEEN PROPERLY SIGNED "BY THE CONTRACTING PARTIES WITH THEIR NAMES AT THE END THEREOF" AS REQUIRED BY SECTION 3744, REVISED STATUTES, IS ONE OF EVIDENCE. THE AUTHORITY OF THE CONTRACTING OFFICER TO SIGN IS USUALLY A MATTER OF PUBLIC RECORD, BUT IT IS OTHERWISE AS TO OFFICERS OF CORPORATIONS, AND AS TO THEM THEIR AUTHORITY MUST BE AFFIRMATIVELY ESTABLISHED IN EACH INSTANCE, THE USUAL METHOD OF ESTABLISHING SUCH AUTHORITY BEING BY FILING WITH THE CONTRACT EXTRACTS FROM THE ARTICLES OF INCORPORATION, BY-LAWS, OR THE MINUTES OF THE BOARD OF DIRECTORS, DULY CERTIFIED BY THE CUSTODIAN OF SUCH RECORDS UNDER THE CORPORATE SEAL.

HOWEVER, IF THE OFFICERS OF PUBLIC SERVICE CORPORATIONS, SUCH AS TELEGRAPH AND TELEPHONE COMPANIES, ETC., WHO SIGN THE REGULAR SERVICE CONTRACTS ON THEIR BEHALF WITH THE GOVERNMENT, ARE THE SAME OFFICERS WHO ARE AUTHORIZED TO AND DO SIGN SUCH REGULAR SERVICE CONTRACTS ON THEIR BEHALF WITH THE PUBLIC GENERALLY, AND IF A CERTIFICATE BY THE CONTRACTING OFFICER TO THAT EFFECT IS ATTACHED TO THE CONTRACT, THAT WILL SATISFY THE REQUIREMENTS OF THIS OFFICE.

IF THE CONTRACT HERE IN QUESTION, OR ANY SIMILAR CONTRACTS, ARE CERTIFIED AS INDICATED, THIS OFFICE WILL RAISE NO OBJECTIONS AS TO THE ABSENCE OF A SEAL OR DOCUMENTARY EVIDENCE OF THE AUTHORITY TO SIGN.