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.