Who can act for the Foundation?
The Foundation’s governing rules connect decisions to defined authority, independent judgement and a dated record. An office title or a conversation does not create a commitment.
The Council decides
The Council is the Foundation company’s board of directors. Its powers come from the registered constitution, within Cayman Islands law. The Foundation is separate from the 49G group and makes its own decisions.
Council members exercise their own judgement. An external instruction must be recorded, and the Council decides the matter itself. The chair’s additional authority depends on a resolution.
Three states of a decision
- Made
- The resolution was passed in the manner the constitution permits.
- Effective
- It takes effect as the constitution and law provide.
- Entered
- The Secretary records its text, makers by office, date made and effective date in the Register of Resolutions.
The Foundation’s governing record relies operationally only on entered resolutions. That rule makes no assertion about a resolution’s legal existence or effect before entry. Minutes preserve the matters considered, interests declared and votes cast.
Interests are declared and handled
Dealings with the 49G group are related-party matters. Members and officers declare relevant interests before a decision. An interested member withdraws from the discussion unless asked to answer questions, and neither counts towards the quorum nor votes on that matter. An interested officer does not prepare, recommend or execute it.
Where the rules require independent approval, the independent Council members must affirmatively approve, with their vote recorded. The Council records why related-party terms are those unrelated parties would agree; if it cannot make that finding, the dealing does not proceed.
Speaking and publishing
Official public statements appear on Council-designated publication surfaces. Authorised letters, confirmations and notices can bind the Foundation within recorded authority without becoming public publications.
The Document Register connects governing editions to their adopting or amending resolutions. Corrections to public statements are dated, with the fact of correction visible.