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.