CivicOS Governance

Delegation of Authority Matrix

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DRAFT

Defines exactly who has the power to sign contracts, commit funds, hire personnel, and make binding organizational decisions — and at what dollar thresholds. Prevents unauthorized commitments and ensures appropriate oversight scales with the size of the decision.

Board approval required: Contracts above $100,000Dual signature required: Checks and wires above $10,000ED emergency authority: Up to $25,000Annual review: Required by Board
Last reviewed: Not yet reviewed

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CIVICOS INSTITUTE

DELEGATION OF AUTHORITY MATRIX

PURPOSE

This Delegation of Authority Matrix ("Matrix") establishes clear boundaries for decision-making authority within CivicOS Institute (the "Organization"). It defines who has the power to:

  • Sign contracts and legal documents
  • Commit organizational funds
  • Make binding commitments on behalf of the Organization
  • Hire, manage, and terminate personnel
  • Approve expenditures at various thresholds

This Matrix is a living document that shall be reviewed annually and updated as needed.

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SECTION 1: DEFINITIONS

1.1 Authority Levels

| Level | Description |

|-------|-------------|

| **Board** | Requires formal vote of the Board of Directors |

| **Executive Committee** | Requires approval by the Executive Committee |

| **Chair** | Chair of the Board, acting within delegated limits |

| **ED** | Executive Director, with full operational authority |

| **Director-Level** | Department or program directors |

| **Manager-Level** | Managers or senior staff |

| **Staff** | Regular employees (limited authority) |

1.2 Financial Thresholds

| Tier | Annual Amount | Description |

|------|---------------|-------------|

| **Minor** | Up to $[1,000] | Routine operational expenses |

| **Moderate** | $[1,001] – $[10,000] | Standard contracts and purchases |

| **Significant** | $[10,001] – $[50,000] | Major contracts and commitments |

| **Material** | $[50,001] – $[100,000] | Significant financial commitments |

| **Major** | Above $[100,000] | Board-level decisions required |

1.3 Contract Types

  • **Standard Contract**: Routine agreements using Organization templates (e.g., standard NDAs, simple vendor agreements)
  • **Non-Standard Contract**: Agreements with custom terms or significant liability exposure
  • **Strategic Contract**: Multi-year agreements, partnership MOUs, major vendor relationships
  • **Employment Contract**: Individual employment agreements
  • **Grant Agreement**: Funding agreements with donors or recipients

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SECTION 2: SIGNING AUTHORITY

2.1 Contract Signing Authority

| Transaction Type | Board | Chair | ED | Director | Notes |

|-----------------|-------|-------|-----|----------|-------|

| **Articles of Incorporation/Bylaw Amendments** | ✓ Required | — | — | — | Must follow Bylaw procedures |

| **Real Estate Purchase/Sale** | ✓ Required | — | — | — | 2/3 vote; legal review required |

| **Real Estate Lease (> 1 year)** | ✓ Required | — | — | — | Legal review required |

| **Real Estate Lease (≤ 1 year)** | — | ✓ | ✓ | — | Up to $[50,000]/year |

| **Major Contracts (>$100K)** | ✓ Required | — | — | — | Board vote required |

| **Material Contracts ($50K-$100K)** | — | ✓ | ✓ | — | Chair or ED; legal review |

| **Significant Contracts ($10K-$50K)** | — | — | ✓ | ✓* | ED or designated Director |

| **Standard Contracts (<$10K)** | — | — | ✓ | ✓ | Template agreements only |

| **Employment Contracts (ED)** | ✓ Required | — | — | — | Executive Committee negotiation |

| **Employment Contracts (Staff)** | — | — | ✓ | — | Within budget and policy |

| **Grant Agreements (Incoming)** | — | ✓ | ✓ | — | Chair or ED; $50K+ Board notice |

| **Grant Agreements (Outgoing)** | — | — | ✓ | ✓* | ED or program director |

| **Intellectual Property Licenses** | — | ✓ | ✓ | — | Strategic licenses to Board |

| **Settlement Agreements** | ✓* | — | — | — | Board approval if >$[25,000] |

*With specific written delegation from ED

2.2 Financial Document Signing Authority

| Document Type | Board | Chair | Treasurer | ED | Notes |

|--------------|-------|-------|-----------|-----|-------|

| **Loans/Credit Facilities** | ✓ Required | — | — | — | Board vote; legal review |

| **Investment Agreements** | ✓ Required | — | — | — | Within investment policy |

| **Tax Returns (Form 990)** | — | ✓ | ✓ | — | Chair and Treasurer |

| **Banking Resolutions** | ✓ Required | — | — | — | Board authorization |

| **Bank Account Opening** | — | ✓ | ✓ | — | Chair or Treasurer |

| **Checks >$10,000** | — | — | ✓* | ✓ | Dual signature required |

| **Wire Transfers >$10,000** | — | — | ✓* | ✓ | Dual authorization required |

| **Audit Engagement Letter** | — | ✓ | ✓ | — | Chair or Treasurer |

| **Insurance Policies** | — | — | ✓ | ✓ | Within approved coverage |

*Primary signatory

2.3 Legal Document Signing Authority

| Document Type | Board | Chair | ED | Legal Counsel | Notes |

|--------------|-------|-------|-----|---------------|-------|

| **Litigation Settlement** | ✓* | — | — | ✓ | Board if >$[25,000] |

| **Filing Lawsuit** | — | ✓ | ✓ | ✓ | With legal counsel approval |

| **Appeals of Adverse Decisions** | — | ✓ | ✓ | ✓ | With legal counsel approval |

| **IRS/Regulatory Filings** | — | — | ✓ | — | ED or designated staff |

| **Trademark/Patent Applications** | — | — | ✓ | ✓ | Within IP policy |

| **Subpoena Responses** | — | — | ✓ | ✓ | With legal review |

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SECTION 3: SPENDING AUTHORITY

3.1 Expenditure Approval Matrix

| Category | Minor (<$1K) | Moderate ($1K-$10K) | Significant ($10K-$50K) | Material ($50K-$100K) | Major (>$100K) |

|----------|--------------|---------------------|------------------------|-----------------------|----------------|

| **Personnel Costs** | ED | ED | ED* | Board (notice) | Board (approval) |

| **Professional Services** | ED | ED | ED | Chair or ED | Board |

| **Technology/Software** | Director | ED | ED | Chair or ED | Board |

| **Marketing/Communications** | Director | ED | ED | Chair or ED | Board |

| **Facilities/Office** | Director | ED | ED | Chair or ED | Board |

| **Travel & Events** | Director | ED | ED | Chair or ED | Board |

| **Grants to Others** | — | ED | ED | Chair or ED | Board |

| **Equipment (>5yr life)** | — | ED | ED | Chair or ED | Board |

| **Emergency Expenditures** | ED | ED | Chair | Chair | Board (retroactive) |

*New position creation requires Board notice; salary bands established by Board

3.2 Recurring vs. One-Time Expenses

| Type | Authority |

|------|-----------|

| **Recurring Operating Expenses** (utilities, subscriptions, routine services) | ED up to $[50,000]/year total; Director up to $[5,000]/year per budget line |

| **One-Time Capital Expenditures** | Per threshold matrix above |

| **Multi-Year Commitments** | Board approval if total value exceeds $[50,000] |

3.3 Emergency Expenditure Authority

In emergency situations where delay would harm the Organization:

| Role | Emergency Spending Limit | Conditions |

|------|-------------------------|------------|

| **Board Chair** | Up to $[50,000] | Immediate threat to operations, safety, or legal compliance |

| **Executive Director** | Up to $[25,000] | Immediate threat to operations or compliance |

| **Treasurer** | Up to $[10,000] | Financial emergency only |

**Emergency Expenditure Requirements:**

  • Must be necessary to prevent significant harm
  • Must be documented within 24 hours
  • Must be reported to Board at next meeting
  • Retroactive Board ratification required for amounts over $[25,000]
  • May not be used to circumvent normal approval processes

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SECTION 4: PERSONNEL AUTHORITY

4.1 Hiring Authority

| Position Level | Post Job | Interview | Extend Offer | Set Compensation | Final Approval |

|----------------|----------|-----------|--------------|------------------|----------------|

| **Executive Director** | Board | Board/Committee | Board | Board | Board Vote |

| **Direct Reports to ED** | ED/HR | ED/Panel | ED | ED (within bands) | ED |

| **Management Staff** | Director | Director/Panel | Director | ED | ED |

| **Professional Staff** | Director | Manager/Panel | Manager | Director | ED |

| **Administrative Staff** | Manager | Manager | Manager | Director | Director |

| **Contractors/Consultants** | ED/Director | Panel | ED/Director | Per contract matrix | Per contract matrix |

| **Interns/Fellows** | Manager | Manager | Manager | Set rate | Director |

4.2 Compensation Authority

| Action | Board | ED | Director | HR | Notes |

|--------|-------|-----|----------|-----|-------|

| **Set Salary Bands** | ✓ | Advised | — | Advised | Board approves structure |

| **ED Compensation** | ✓ | — | — | — | Independent compensation committee |

| **Hire within Band** | — | ✓ | — | Advised | Following HR policy |

| **Promotion within Band** | — | ✓ | ✓* | Advised | *With ED approval |

| **Promotion exceeding Band** | — | ✓ | — | Advised | ED approval required |

| **Merit Increases (standard)** | — | ✓ | ✓* | Advised | Within budget |

| **Merit Increases (exceptional)** | — | ✓ | — | Advised | >10% requires ED |

| **Bonus/Variable Comp** | ✓ | — | — | — | Board-approved plan only |

| **Benefits Changes** | ✓ | Recommended | — | Advised | Board approves plans |

4.3 Termination Authority

| Action | Board | Chair | ED | Director | Notes |

|--------|-------|-------|-----|----------|-------|

| **Terminate ED** | ✓ | — | — | — | 30 days notice; immediate if cause |

| **Terminate Direct Reports to ED** | — | ✓* | ✓ | — | *If ED conflict |

| **Terminate Management** | — | — | ✓ | Recommended | With HR consultation |

| **Terminate Staff** | — | — | ✓ | ✓* | *Within policy |

| **Layoffs/Reduction in Force** | ✓ | — | Recommended | — | Board approval required |

| **Eliminate Position** | — | — | ✓ | Recommended | Budget permitting |

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SECTION 5: OPERATIONAL COMMITMENTS

5.1 Commitment Authority

| Type of Commitment | Authority Level | Notes |

|-------------------|-----------------|-------|

| **Strategic Partnerships** | Board | MOUs, multi-year collaborations |

| **Speaking/Representation** | ED | Official Organizational positions |

| **Public Statements** | ED/Communications | Policy positions, press releases |

| **Social Media** | Designated Staff | Within approved messaging |

| **Research Collaboration** | ED | Institutional partnerships |

| **Data Sharing Agreements** | ED | With privacy officer review |

| **Open Source Contributions** | ED/Tech Lead | Within IP policy |

| **Trademark Use (3rd party)** | ED | Legal review required |

| **Event Sponsorship** | ED | Up to $[25,000] |

| **Event Hosting** | Director | Within budget |

5.2 Obligation Limits

No individual may commit the Organization to:

  • Obligations exceeding their spending authority
  • Multi-year commitments without appropriate approval
  • Personal guarantees or surety obligations
  • Unlimited liability or indemnification

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SECTION 6: DELEGATION PROCEDURES

6.1 Formal Delegation

Authority may be formally delegated as follows:

| From | To | Process | Limits |

|------|-----|---------|--------|

| **Board** | Committee | Board Resolution | Specified in resolution |

| **Board** | Chair | Board Resolution | Specified in resolution |

| **Chair** | ED | Written delegation | Must not exceed Chair's authority |

| **ED** | Director | Written delegation | Specified in writing; may be revoked |

| **ED** | Manager | Written delegation | Limited scope and duration |

6.2 Documentation of Delegation

All formal delegations must include:

  • Scope of authority granted
  • Financial limits, if applicable
  • Duration of delegation
  • Reporting requirements
  • Conditions for revocation
  • Signature of delegating authority

6.3 Revocation of Delegation

Delegation may be revoked by:

  • The authority that granted it, at any time
  • The Board, in its sole discretion
  • Automatic revocation upon termination of employment
  • Automatic revocation upon expiration of term

Revocation must be in writing and effective immediately upon notice.

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SECTION 7: ACCOUNTABILITY AND REPORTING

7.1 Monthly Reporting

The Executive Director shall provide monthly reports to the Board including:

  • Contracts executed (summary)
  • Expenditures exceeding $[10,000]
  • Personnel changes
  • Emergency expenditures

7.2 Quarterly Reporting

The Treasurer shall provide quarterly reports including:

  • All contracts exceeding $[25,000]
  • Budget variance analysis
  • Commitments and obligations outstanding
  • Compliance with spending authority limits

7.3 Annual Review

The Board shall annually review:

  • This Delegation Matrix
  • Effectiveness of delegation structure
  • Any proposed changes to authority levels
  • Compliance and exceptions

7.4 Documentation Requirements

All delegations of authority must be documented:

  • Contracts: Retained per Document Retention Policy
  • Approvals: Evidence of approval attached to expenditure
  • Delegations: Written documentation on file
  • Reports: Minutes or written summaries

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SECTION 8: PROHIBITED ACTIONS

The following actions are prohibited regardless of authority level:

1. **Self-Dealing**: No individual may approve a transaction in which they have a personal financial interest

2. **Splitting Transactions**: Breaking a single transaction into multiple smaller ones to circumvent authority limits

3. **Retroactive Approval**: Seeking approval after a commitment has been made, except in genuine emergencies

4. **Conditional Commitments**: Making commitments "subject to Board approval" without prior Board indication

5. **Personal Liability**: Committing to personal liability on behalf of the Organization

6. **Gift Restrictions**: Accepting gifts with conditions that violate Organization policy or law

7. **Political Activity**: Authorizing partisan political activities or campaign intervention

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SECTION 9: EXCEPTIONS AND OVERRIDE

9.1 Board Override

The Board retains ultimate authority and may:

  • Override any delegated decision
  • Require additional approvals for specific matters
  • Modify authority levels for specific transactions
  • Suspend delegation in extraordinary circumstances

9.2 Conflict Resolution

If there is uncertainty about authority:

1. The matter shall be escalated to the next higher authority level

2. Legal counsel may be consulted

3. The conservative interpretation shall prevail pending resolution

4. The Board shall be notified of material ambiguities

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SECTION 10: AMENDMENT

This Delegation of Authority Matrix may be amended by:

  • Board resolution for changes to Board-level authority
  • Board resolution for changes to ED-level authority
  • ED with Board notice for administrative clarifications

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APPENDIX A: SIGNATORY CARD TEMPLATE

BANK SIGNATORY AUTHORIZATION

**Authorized Signatories for Account #[ACCOUNT NUMBER]**

| Name | Title | Signature | Authority Level | Effective Date |

|------|-------|-----------|-----------------|----------------|

| | Chair | | Up to $[unlimited] | |

| | Treasurer | | Up to $[unlimited] | |

| | Executive Director | | Up to $[100,000] | |

| | [Designee] | | Up to $[25,000] | |

**Dual Signature Required For:** Amounts exceeding $[10,000]

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APPENDIX B: DELEGATION CERTIFICATE TEMPLATE

CERTIFICATE OF DELEGATION

I, _________________________________, [TITLE], delegate to:

Name: ________________________________

Title: ________________________________

the following authority:

☐ Contract signing up to $___________

☐ Expenditure approval up to $___________

☐ Hiring authority for positions up to: _______________

☐ Other: ___________________________________________

**Conditions:**

_________________________________________________________________

**Duration:** ☐ Ongoing ☐ Until: _______________ ☐ Revocable at will

**Reporting Requirements:**

_________________________________________________________________

This delegation does not include authority to further delegate without written consent.

Delegating Authority: _________________________ Date: ___________

Accepting Authority: __________________________ Date: ___________

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APPENDIX C: QUICK REFERENCE CHART

WHO CAN APPROVE WHAT?

| If you need to... | Ask... | Notes |

|-------------------|--------|-------|

| Sign any contract over $100K | Board | Vote required |

| Sign a contract $50K-$100K | Chair or ED | Legal review recommended |

| Hire a new staff member | ED (within budget) | HR process required |

| Change someone's salary | Per compensation matrix | Must be within bands |

| Spend $25K on a project | ED | Within approved budget |

| Buy equipment over $10K | ED | Capital asset tracking |

| Sign a grant agreement | ED | Over $50K notify Board |

| Commit to multi-year contract | Board | If total >$50K |

| Authorize emergency spending | Chair (up to $50K) | Document immediately |

| Sign a lease over 1 year | Board | |

| Sign a lease under 1 year | Chair or ED | Under $50K/year |

| Approve a consultant | Per contract value | See matrix |

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IMPLEMENTATION NOTES

1. **Customize Thresholds**: Adjust all bracketed dollar amounts based on Organization budget size and risk tolerance

2. **Bank Documentation**: Provide this Matrix to all banking institutions holding Organization funds

3. **Training**: Train all authorized signatories on their responsibilities

4. **Insurance**: Ensure appropriate Directors & Officers (D&O) and fidelity bond coverage

5. **Annual Review**: Review and update this Matrix as part of annual governance review

6. **Legal Review**: Have an attorney review to ensure compliance with state law and banking requirements

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