CGOV.3:4 - Solution

CGOV.3:4.1 - Recover the source and holder of the power

Name the act and corporation. Identify the provision or qualified interpretation that allocates the power: to shareholders, a board, another organ or a person, as applicable. Use the corporation’s actual model. A two-tier board, a one-tier board and a closely held company can allocate contributions differently.

For an appointment or removal, determine who can initiate, nominate, decide and make it effective. Recover eligibility, consent, term and any other condition that changes the proposed act. A nomination identifies a candidate when the rule still requires another act of appointment. Removal from an office and the consequences for an employment or other contract may require separate answers.

For an existing holder, establish whether the relied-on appointment has taken effect and remains in force. Use the existing authoritative result where sufficient. A disputed date or missing condition requires investigation of that issue, not automatic recreation of every appointment record.

CGOV.3:4.2 - Trace a delegation and its limits

Where the act relies on delegation, identify the delegating power, recipient, permitted acts, conditions and effective period. Check whether the source permits the delegation and, where relied on, further delegation. A person’s title can help find that basis but does not supply its terms.

Apply the limits to the whole proposed act: for example, amount, kind of transaction, territory or requirement for joint action. A reserved matter is a matter retained for a specified decision or consent. Resolve its interaction with the delegation rather than treating the two as interchangeable permission labels.

Separate the authority to decide from the authority to communicate, sign or implement the result where different rules govern them. Also retain any other party’s required consent. An organ’s decision power does not establish that the consent has been given.

CGOV.3:4.3 - Determine what can happen now

Apply the recovered conditions to the proposed act and its participants. State who can act under the established authority and retain every condition still to be met. A matter can require both a board decision and another party’s consent. Identify the responsible participant for each required act, and distinguish an unperformed act from an unresolved rule about who may perform it.

Return the authority answer to the practitioner who will perform or arrange the corporate act. For a proposed appointment or delegation, the answer identifies who can make it and what governs its effect. It does not make the appointment or delegation; the authorized participants must perform that act under the applicable procedure.

For a routine matter, a short answer can suffice: “The existing purchasing delegation covers this purchase of 80; the limit is 100 and its stated conditions are met.” A disputed major transaction may need the provisions and reasoning retained so another practitioner can examine them. The method returns an answer about applicable authority and any remaining conditions. A new matrix or legal opinion is useful only when the receiving question needs it.