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.

SECTION 1: DEFINITIONS

1.1 Authority Levels

1.2 Financial Thresholds

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

SECTION 2: SIGNING AUTHORITY

2.1 Contract Signing Authority

*With specific written delegation from ED

2.2 Financial Document Signing Authority

*Primary signatory

2.3 Legal Document Signing Authority

SECTION 3: SPENDING AUTHORITY

3.1 Expenditure Approval Matrix

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

3.2 Recurring vs. One-Time Expenses

3.3 Emergency Expenditure Authority

In emergency situations where delay would harm the Organization:

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

SECTION 4: PERSONNEL AUTHORITY

4.1 Hiring Authority

4.2 Compensation Authority

4.3 Termination Authority

SECTION 5: OPERATIONAL COMMITMENTS

5.1 Commitment Authority

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

SECTION 6: DELEGATION PROCEDURES

6.1 Formal Delegation

Authority may be formally delegated as follows:

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.

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

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

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

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

APPENDIX A: SIGNATORY CARD TEMPLATE

BANK SIGNATORY AUTHORIZATION

Authorized Signatories for Account #[ACCOUNT NUMBER]

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

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: _______

APPENDIX C: QUICK REFERENCE CHART

WHO CAN APPROVE WHAT?

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