Authority and delegation govern how power is granted, exercised, limited, and supervised within institutional and fiduciary relationships. Authority must be granted, documented, limited, and exercised in the proper capacity. Delegation transfers defined authority from a principal or superior to an agent, officer, or subordinate while preserving accountability. Without proper delegation, actions lack authorization, records become unverifiable, and accountability becomes impossible to enforce. Organizations that delegate without structure create confusion, risk, and potential liability.

Authority must be granted, documented, limited, and exercised in the proper capacity. Delegation transfers defined authority while preserving accountability.

No delegation of authority should be recognized unless the record identifies:

1. authority source (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 review or revocation process (how delegation may be changed or withdrawn).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 the delegate's actions may be unauthorized.

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

• Authority Source: Authority must originate from a recognized source: governing instrument, statute, court order, organizational resolution, or principal.
• Delegated Power: Delegation transfers specific, defined powers to the delegate. The delegate may act only within the scope of delegated authority.
• Scope and Limits: Delegation must define both what the delegate may do and what the delegate may not do. Unbounded delegation is not delegation; it is abdication.
• Acceptance of Role: The delegate must accept the delegated authority, either expressly (written acceptance) or through conduct (acting with knowledge).
• Supervision and Accountability: The delegating party retains a duty to supervise the delegate. Delegation does not eliminate accountability; it redistributes execution while preserving oversight.
• Unauthorized Action: Actions outside the scope of delegated authority are unauthorized. The delegate may be personally liable; the principal may not be bound.
• Record Requirements: Delegation must be documented. Oral delegation is difficult to prove, enforce, or supervise.

• Restatement (Third) of Agency – Defines actual authority (express or implied) and apparent authority, establishing the framework for lawful 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 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, and governance principles. Specific application depends on entity type, governing instruments, jurisdiction, facts, and competent professional review.

• Trust Administration: A trustee may delegate investment management, accounting, or recordkeeping functions, but must document the delegation, define scope, and supervise performance.
• Institutional Governance: Board may delegate authority to officers or committees by resolution. Delegation must be documented with clear scope and reporting requirements.
• Administrative Process: Notices, record custody, and review functions may be delegated within defined limits. Delegation must be documented and supervised.
• AI Governance: AI may assist tasks but cannot receive delegated authority. Final authority remains with accountable human officeholders.

• Authority source document (governing instrument, resolution, statute).
• Delegation instrument (written delegation of authority).
• 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).
• 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 and delegation because institutions operate through assigned responsibility. Delegation without records creates confusion. Delegation without oversight creates risk. Delegation without capacity creates liability. 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. Authority must be documented before action is treated as authorized.

• Status, Standing & Capacity (KLI-SSC-001)
• Individual vs Representative Capacity (KLI-SSC-002)
• Record Attribution (KLI-SSC-004)
• Standing & Procedural Requirements (KLI-SSC-005)
• Capacity Errors (KLI-SSC-006)
• Authority Delegation (KLI-KL-GOV-004)
• Capacity and Authority (KLI-KL-FID-010)