Power of attorney

[HK_Katherine]

usually the board of directors confers power of attorney to the CEO (including the ability to delegate further) who can delegate this power of attorney further. i am assuming that you are the director and ceo of your company, which means you should be able to confer a 'board meeting' to grant the power of attorney to yourself.

Yes thats pretty much where I came to. Kind of crazy.

[pin]

@HK_Katherine PM'd me with additional context. I thought it useful to provide my thoughts to everyone, rather than responding just to the PM. I don't think I'll be disclosing anything private in writing here.

Firstly, a few misconceptions in this thread about directors, CEO and powers of attorney (PoA). Trying not to go into too much detail, directors basically manage and run the affairs of a company. Their powers and roles are normally set out in the M&A of a company. The directors may delegate some of their functions to other parties, however the ultimate responsibility lies with the board. Granting someone a PoA, however has a completely different meaning. A PoA gives the attorney the right to act on a company's behalf, in effect acting as the agent of the grantor of the PoA. This is different from delegating.

The we get to: " i am assuming that you are the director and ceo of your company, which means you should be able to confer a 'board meeting' to grant the power of attorney to yourself." No, no, no!!!! Unless the OP is the sole director (in which case board meetings are not required) you need more than one director to have a valid board meeting (unless the M&A says otherwise). Also the PoA is an actual physical document. Yes, you can grant PoA to a director, but there is usually no point. The PoA is normally granted to a non director to act as agent of the company.

This statement however has quite a few holes in it: "usually the board of directors confers power of attorney to the CEO (including the ability to delegate further) who can delegate this power of attorney further. i am assuming that you are the director and ceo of your company, which means you should be able to confer a 'board meeting' to grant the power of attorney to yourself."

Lets start with: "usually the board of directors confers power of attorney to the CEO (including the ability to delegate further)" This is not right. The board won't confer power of attorney to the CEO. The board may delegate powers to the CEO, but he is ultimately responsible to the board, who have to act collectively.

"A resolution of the board authorising any one director to sign the proposal would usually be sufficient." This would work, this is in effect delegating the responsibility of the board to one of their own. However, based on what the OP has PM'd me that might not work in the OP's situation.

The OP's Proposal requires for someone to physically attend certain meetings in the Proposal country. That's where the requirement for the PoA derives. The Proposal country wants the OP's company to appoint someone to be physically present in that country as an authorised representative of the company. The company could delegate the responsibility by way of board resolution, however a more "belt and braces" approach (which is what the Proposal country is taking) is to get a written PoA.

Now if a director of the company is going to be in the Proposal country, one could argue there is no need for a PoA, but I don't know if this is going to be the case with the OP. In any case, even if that is going to be the case, based on the OP's PM, it seems to suggest they require a PoA anyway, in which case it would make sense to just draft the PoA appointing the relevant director as attorney. In my mind redundant, but don't want to loose a piece of work. BTW OP, if you need a PoA, I'll send you a template over, just email me.

[HK_Katherine]

As always @pin, very helpful and lays out what I had finally thought was the case in a clear way. Appreciated.

[cookie09]

of course very helpful and with more information provided by the OP, of course more accurate (or vice versa when presented with invariably incomplete info, people make assumptions (e.g. that OP is the sole owner) and generalize).

[hullexile]

of course very helpful and with more information provided by the OP, of course more accurate (or vice versa when presented with invariably incomplete info, people make assumptions (e.g. that OP is the sole owner) and generalize).

Well if people made that assumption then they didn't read post #1 "I am a director, shareholder"

[Trebor]

@pin i have provided a template to Katherine already but happy for her to run it by you to check if you think it will do the job.

[HK_Katherine]

I ended up using the template pin provided - it fitted what I needed more closely without me needing to adjust any of the words. Now signed by the whole board (ha ha - 2 directors) , chopped and in the proposal. Cross fingers we get the job! Thanks everyone for your input.

[pin]

I ended up using the template pin provided - it fitted what I needed more closely without me needing to adjust any of the words. Now signed by the whole board (ha ha - 2 directors) , chopped and in the proposal. Cross fingers we get the job! Thanks everyone for your input.

Oh, and @shri, I didn't charge a cent for my assistance. See, some lawyers can be nice.

[shri]

@pin I do know plenty of nice lawyers. They are exceptions that prove the rule.