Authority delegation is the process by which an authorized person or institution assigns defined responsibility to another actor or office. Delegation may involve trustee powers, officer authority, agency authority, administrative authority, investment or management functions, operational duties, or AI-assisted workflow authority (where applicable). Delegation requires scope, limits, records, supervision, and accountability. Delegation does not eliminate responsibility. The delegating authority generally retains a duty to select, instruct, monitor, and review the delegate. Organizations that delegate without proper structure create risk, confusion, and potential liability.

Authority delegation is the formal assignment of defined power from an authorized source to a responsible actor, office, agent, fiduciary, or system, subject to scope, limits, records, oversight, and accountability.

No delegated authority should be recognized unless the record identifies:

1. source of authority (who has original power to delegate);
2. delegating party (who is assigning the authority);
3. delegate (who receives the authority);
4. scope of delegated power (what specific actions are authorized);
5. limits or conditions (what the delegate may not do);
6. supervision standard (how the delegate will be monitored);
7. record of acceptance (evidence that the delegate accepted the role); and
8. review or revocation process (how delegation may be changed or withdrawn).

If any of these elements is missing, the delegation is incomplete and may be unenforceable.

Authority delegation doctrine ensures that assigned power remains accountable. Key elements include:

• Authority Source: Delegation must originate from a source with original authority: governing instrument, statute, court order, or organizational resolution. A person without authority cannot delegate authority.
• Actual Authority: Authority that is expressly granted (written) or implied from express authority. The delegate may act only within the scope of actual authority.
• Apparent Authority: Authority that third parties reasonably believe exists based on the principal's conduct. Apparent authority may bind the principal even if not actually granted.
• Fiduciary Delegation: Fiduciaries (trustees, executors, guardians) may delegate certain functions where permitted, but retain a duty to select, instruct, and supervise delegates prudently.
• Trustee Delegation: Under UTC § 807 and UPIA § 9, trustees may delegate investment and management functions but must exercise reasonable care in delegation and monitoring.
• Office Delegation: Officers, directors, and committee members may delegate routine administrative functions within documented limits. Material delegations require explicit authorization.
• Limits of Delegation: Some authority may not be delegable: discretion involving fundamental value judgments, fiduciary duties requiring personal judgment, or statutory mandates.
• Duty to Supervise: The delegating party must monitor the delegate's performance, review reports, and intervene when necessary. Failure to supervise may result in liability.
• Revocation: Delegated authority may be revoked by the delegating party unless the delegation is irrevocable under governing law. Revocation must be documented.
• Accountability: The delegate is accountable to the delegating party. The delegating party remains accountable to the original authority source (beneficiaries, members, principal).
• Unauthorized Acts: Acts outside the scope of delegated authority are unauthorized. The delegate may be personally liable; the delegating party may not be bound.
• Capacity Identification: The delegate must act in a defined capacity (agent, officer, committee member, AI system). The capacity determines applicable duties and limitations.

• Restatement (Third) of Agency – Defines actual authority (express or implied) and apparent authority, establishing the framework for lawful delegation.
• Restatement (Third) of Trusts § 77 – A trustee has a duty of prudence, which applies to decisions about delegation.
• Restatement (Third) of Trusts § 80 – A trustee may delegate duties but must exercise reasonable care in selecting, instructing, and monitoring delegates.
• Uniform Trust Code § 807 – A trustee may delegate investment and management functions but must exercise reasonable care in delegation and supervision.
• Uniform Trust Code § 801 – A trustee shall administer the trust in good faith, which includes responsible delegation practices.
• Uniform Trust Code § 802 – The duty of loyalty restricts delegation that would create conflicts of interest.
• Uniform Prudent Investor Act § 9 – A trustee may delegate investment and management functions but must exercise care, skill, and caution in selecting and monitoring agents.
• Generally accepted governance, risk, compliance, and internal control principles – Delegation requires documentation, limits, oversight, and review to be effective.

These authorities reflect broadly recognized agency, fiduciary, trust, and governance principles. Specific application depends on entity type, governing instruments, jurisdiction, facts, and competent professional review.

Authority delegation applies across all organizational contexts:

• Trust Administration: Trustees may delegate to agents (investment managers, accountants, attorneys, recordkeepers) but must document the delegation, define scope, and supervise performance.
• Institutional Governance: Officer roles must be defined with clear delegation of authority. Committees receive delegated authority by resolution. Operational assignments must be documented. Approval limits (e.g., signature authority) must be recorded.
• Administrative Process: Notices may be delegated to administrative staff within defined scope. Record custody assignments require documented delegation. Review functions require clear authority. Delegated workflows must be documented and supervised.
• AI Governance: AI may assist tasks but cannot receive legal or fiduciary authority. Final authority remains with accountable human officeholders. Delegation to AI systems is not delegation of authority; it is use of a tool under human oversight.

• Governing instrument (trust, charter, articles, bylaws, resolution).
• Delegation instrument (written delegation of authority).
• Authority memorandum (explaining source and scope).
• Role description (duties, limitations, reporting).
• Scope of delegation (specific actions authorized).
• Limitations (what the delegate may not do).
• Acceptance record (evidence that delegate accepted).
• Supervision plan (how delegate will be monitored).
• Performance reports (documentation of delegate's work).
• Review records (periodic evaluation of delegation).
• Revocation records (if delegation is withdrawn).
• Conflict disclosures (if delegate has conflicts).
• Signature capacity records (who delegated, who accepted).

Core rule: If it is not documented, it is not delegated. Documentation is the evidence of authorized assignment.

• Delegating without authority – assigning powers that the delegator does not possess.
• Vague delegation – unclear what authority is being assigned.
• No written acceptance – delegate claims not to have accepted the role.
• No supervision – delegating without monitoring delegate performance.
• Exceeding scope – delegate acting beyond delegated authority.
• Confusing assistance with authority – treating a helper as a delegate with decision authority.
• Allowing AI tools to replace accountable judgment – treating AI as a delegate rather than a tool under human oversight.
• Failing to revoke defective delegation – leaving outdated delegations in place.
• No role record – no documentation of who has what delegated authority.
• Unclear capacity – acting without specifying capacity (agent, officer, committee).

KLI teaches authority delegation because institutions operate through assigned responsibility. Delegation without records creates confusion. Delegation without oversight creates risk. Delegation without capacity creates liability. Procedure precedes remedy. Organizations that implement proper delegation practices enable scale while preserving accountability. Proper delegation documents the scope, limits, and supervision standards so that the delegate's actions remain traceable and the delegator's accountability remains intact.

• Institutional Governance (KLI-KL-GOV-001)
• Governance Records (KLI-KL-GOV-003)
• Capacity and Authority (KLI-KL-FID-010)
• Duty of Care (KLI-KL-FID-005)
• Trustee Authority (KLI-KL-TRUST-008)
• Trustee Duties (KLI-KL-TRUST-002)
• Human Oversight of AI (KLI-KL-AI-004)
• Record Authentication (KLI-KL-ADMIN-005)