CGOV.3:2 - Problem

A shareholder can nominate a director without making the appointment. An appointed director can participate in a board decision without individually holding the board’s powers. An executive can have authority to buy equipment up to a limit while lacking authority for a larger purchase. An authority account that collapses these relations can send the matter to someone unable to make it effective.

A further failure is temporal: a valid future appointment is treated as effective today, or a revoked delegation persists in a directory.