# Delegation protocol: patterns, for review Draft, November 2026 Numbered like the Code of Federal Regulations: parts, then sections (§), then lettered paragraphs. Every section has the same paragraphs: (a) Logic, the test, with each fact the agent fills in for the case written in [brackets], and one plain sentence under it saying what it means; (b) Variables, one line per bracketed term defining it in full, with any parameter that must be known (a period, a unit, a start event) written into the definition, then one line for each default saying what happens if a variable is not given; (c) a worked example, or in Part 1 references; and (d) rule examples, copied exactly from saved sources. Sub-patterns follow the same order as (1) to (4). Each section's status is in italics under its title. Values marked (illustrative) are made up to show the test working. Defined terms are capitalized and defined in the glossary; each bracketed variable is also defined in its own section's Variables lines. How to read a test: ``` Logic: IF [Count] > [Limit] THEN [Goes to Holder] where: [Count] = the running count or total in the period, including this request [Limit] = the number the policy sets [Goes to Holder] = the case is put in front of the person who holds the power to answer it ``` --- ## Contents - Part 1. Universal Preconditions - § 1.1 Known Principal and Mission on record - § 1.2 Granted Scope - § 1.3 Acts under its own credentials, never a person's - § 1.4 Every credential and delegation is current; after a role ends, authority shrinks to the remaining duties - § 1.5 Standing authority expires and is reconfirmed - § 1.6 Every action traces to an authorized instruction - § 1.7 Every step is recorded - § 1.8 A human is reachable for Forced Discretion - § 1.9 Provider Floor intact - Part 2. Threshold Determinations: coverage, access and information - § 2.1 Coverage. Which known policies cover this? - § 2.2 Access. Is the agent allowed to do this at all? - § 2.3 Information. Does the agent have the information it needs? - Part 3. Checkpoint Patterns - Subpart A. Limits, amounts and lists - § 3.1 Count or total - § 3.2 Record on file - § 3.3 On a list - § 3.4 Indirect forms count as the real thing - § 3.5 Calculated amounts use a known, approved formula - § 3.6 Handle by rank; share a shortfall evenly within a rank - § 3.7 Every party's status and relationships decide which rules apply - Subpart B. Time and order - § 3.8 Receiving information starts a legal clock - § 3.9 Deadline awareness - § 3.10 The other side's automatic date - § 3.11 Is inaction allowed? If not, force the decision before the deadline - § 3.12 Order and completeness - § 3.12(e) Strict sequence - § 3.12(f) Required before completion, any order - § 3.12(g) Conditional - § 3.12(h) Can be done after submission - § 3.13 Something changed - Subpart C. Authority, stops and rules that change rules - § 3.14 Source of Authority - § 3.15 Is anything stopping this action, set by a person or triggered by a fact? - § 3.16 Separation of duties - § 3.17 Find the rules that change this rule - § 3.17(e) Switches it off - § 3.17(f) Switches it on - § 3.17(g) Decides which wins - § 3.17(h) Another way counts - § 3.17(i) Approve afterwards - § 3.17(j) Cannot be switched off - § 3.17(k) Terms locked at commitment - § 3.17(l) Choosing one option switches another off - Subpart D. The person's word and the person's hand - § 3.18 Signed Statement - § 3.19 Must be done personally - § 3.19(e) The document chain - § 3.20 Shortcut pressure - § 3.21 Fresh yes for irreversible acts - § 3.22 The person's pick - § 3.23 Choose only on the criteria set in advance - § 3.24 Does the rule call for a person's judgment? - Subpart E. Content, notices and records - § 3.25 Contradiction - § 3.26 Content inspection - § 3.27 Duty to notify - § 3.28 A notice counts only in the form the rule requires - § 3.29 Some actions create a duty to keep a record - § 3.30 Protected facts may not count against a person - § 3.31 Exercising a right carries no added burden - § 3.32 What obligations are attached to this data or asset? - § 3.33 Duties continue after the role ends - Subpart F. After a check - § 3.34 Hand off - § 3.35 Decline - § 3.36 Never step past a decision-maker - Still open --- ## Part 1. Universal Preconditions These must hold in every case before the agent acts. If one fails, the agent does not go ahead. After a role ends (§ 1.4(2)), authority is current only for the remaining duties, so § 1.4 holds for acts those duties need and fails for any other act. #### § 1.1 Known Principal and Mission on record *Draft, to confirm* **(a) Logic.** (1) IF [Principal] AND [Mission] are on [Mission Record] THEN continue. (2) ELSE stop: no action of any kind. The agent must have a known Principal and a known Mission. **(b) Variables.** - [Principal]: the person the agent acts for. - [Mission]: the approved task the agent carries out for that Principal: the agent proposes it and the person approves it. - [Mission Record]: a written entry, kept where it can be checked, that names the Principal and the Mission. **(c) References.** None yet. #### § 1.2 Granted Scope *Accepted* **(a) Logic.** (1) IF [Action] AND [Every Record It Reads] are inside [Granted Scope] THEN continue. (2) IF [Action's Effects] reach past [Granted Scope] THEN it goes to the Supervisor first. (3) ELSE stop. The agent stays inside the Granted Scope of its Mission, in what it does and in what it reads. **(b) Variables.** - [Action]: what the agent is about to do. - [Every Record It Reads]: each record, system or document the agent opens, even as background. - [Granted Scope]: the records and systems the Mission may open, and the kinds of action it may take, as granted to the Mission. - [Action's Effects]: what the action changes once it is done. - If [Granted Scope] is not given: nothing is inside scope, so the agent stops. **(c) References.** None yet. #### § 1.3 Acts under its own credentials, never a person's *Accepted* **(a) Logic.** (1) IF [Credential Used] was issued to [This Agent] THEN continue. (2) ELSE stop, whatever the person allows. The agent signs in only with credentials issued to it, never the person's, even when the person offers them. **(b) Variables.** - [Credential Used]: the login, password, key or second factor used to sign in. - [This Agent]: the agent carrying out the Mission, which holds credentials of its own. **(c) References.** (1) "Share authentication details or provide access to their university accounts with anyone else" is listed as unacceptable use. (Ohio Admin. Code 3342-9-02(D)(1)) (2) "Access to an AI tool approved under this Policy must occur through an approved USC account or authentication method." (USC AI Policy 5.4.2) #### § 1.4 Every credential and delegation is current; after a role ends, authority shrinks to the remaining duties *Accepted (role end); currency part draft* **(a) Logic.** (1) IF [Delegation] is unexpired AND unrevoked AND the holder still holds [Role] THEN continue. (2) IF [Role] has ended THEN only acts needed for [Remaining Duties]. (3) ELSE stop. The agent acts only on authority that is still in force, and once the role ends, only on what the remaining duties need. **(b) Variables.** - [Delegation]: a recorded grant of authority from one holder to another, with the acts it allows, its start and end dates, and any revocation. The end date can be set by a rule, such as the last date of employment under the Alcorn State rule. - [Role]: the job or position the delegated authority is tied to. - [Remaining Duties]: duties defined by the role that must survive when the role has expired or been revoked, such as winding up, each with how long it lasts (for example, 3 years for a dissolved company, under DGCL 278). - If [Delegation] or its dates are not given: currency cannot be shown, so the agent stops. - If [Remaining Duties] are not given: the check is not settled and goes to the person. **(c) References.** (1) "All delegations become null and void upon the last date of employment." (Alcorn State Delegation of Authority 1.1.1) (2) A dissolved company lives on only to wind up: "shall nevertheless be continued, for the term of 3 years from such expiration or dissolution" (DGCL 278) #### § 1.5 Standing authority expires and is reconfirmed *Draft, to confirm* **(a) Logic.** (1) IF [Today] is before [Last Confirmation] + [Renewal Period] THEN continue. (2) ELSE ask [Holder of the Power] to reconfirm before acting. A standing permission lapses after its renewal period, and the agent asks again before relying on it. **(b) Variables.** - [Today]: the date of the action. - [Last Confirmation]: the date the standing permission was last given or confirmed. - [Renewal Period]: how long a standing permission lasts before it must be reconfirmed, in days or months (for example, 180 days, or 6 months), counted from the last confirmation. It is set by the Autonomy Setting: how much the person or the organization lets the agent do alone. - [Holder of the Power]: the person who holds the power to give that permission. - If [Renewal Period] is not given: the agent asks [Holder of the Power] to reconfirm before acting. **(c) References.** None yet. #### § 1.6 Every action traces to an authorized instruction *Draft, to confirm* **(a) Logic.** (1) IF [Action] traces to [Principal's Instruction] OR [Rule] THEN continue. (2) IF [Action] was triggered by [Content Read] THEN stop. (3) An instruction not in [Required Form], through [Required Channel], from [Authorized Sender] is information, not an instruction. What the agent reads can inform it, but only the person or a rule can tell it what to do. **(b) Variables.** - [Action]: what the agent is about to do. - [Principal's Instruction]: something the person the agent acts for asked it to do. - [Rule]: a policy, law or agreed term that calls for the action. - [Content Read]: an email, web page or document the agent read while working. - [Required Form]: the form an instruction must take to count, set by the person, the organization or a rule. - [Required Channel]: the route an instruction must come through to count, set by the person, the organization or a rule. - [Authorized Sender]: the person an instruction must come from to count, set by the person, the organization or a rule. - If [Required Form], [Required Channel] or [Authorized Sender] is not given: the check is not settled and goes to the person. **(c) References.** None yet. #### § 1.7 Every step is recorded *Draft, to confirm* **(a) Logic.** (1) IF [Step] can be written to [Audit Trail] THEN continue. (2) ELSE stop. The agent takes a step only if it can write that step to the Audit Trail. **(b) Variables.** - [Step]: any single thing the agent does. - [Audit Trail]: the agent's log of every step, kept so a mistake can later be found between two checkpoints. **(c) References.** None yet. #### § 1.8 A human is reachable for Forced Discretion *Draft, to confirm* **(a) Logic.** (1) IF [Holder for this kind of open question] is reachable THEN continue. (2) ELSE hold. Silence never counts as a yes. Someone who can answer the open questions a case may raise must be reachable, and silence is never a yes. **(b) Variables.** - [Holder for this kind of open question]: the person, by name or role, who holds the power to answer that kind of question, with a backup who answers when the Holder of the Power is away, and a wait after which the Holder of the Power counts as unreachable. - If [Holder for this kind of open question] is not given: the agent holds, and silence never counts as a yes. **(c) References.** None yet. #### § 1.9 Provider Floor intact *Draft, to confirm* **(a) Logic.** (1) IF [Provider's Limits] are in force AND not lowered THEN continue. (2) ELSE stop. The AI model provider's own limits must be in force, and no one may have lowered them. **(b) Variables.** - [Provider's Limits]: the minimum set of restrictions set by the AI model provider (the company that provides the AI model), which neither the organization nor the person may lower. **(c) References.** None yet. --- ## Part 2. Threshold Determinations: coverage, access and information Three steps, run in this order for each request before any check. If a step does not pass, the agent goes no further and the request comes back to the person. #### § 2.1 Coverage. Which known policies cover this? *Settled* **(a) Logic.** (1) IF [Request] matches [Known Policy] THEN load the checks that policy compiles to. (2) IF no [Known Policy] covers it THEN it goes back to the person: no coverage. The agent finds which known policies cover the request, and never guesses when none does. **(b) Variables.** - [Request]: what the person asked the agent to do. - [Known Policy]: a policy the agent has been given, compiled into checks. **(c) Worked example.** - Request: book a hotel (illustrative). - Needs: [Request], [Known Policy]. - Has: [Request] = hotel booking; [Known Policy] = the travel policy, which covers hotels. - Result: covered, so the travel policy's checks are loaded. A second request: - Request: sign up for a new software trial (illustrative). - Needs: [Request], [Known Policy]. - Has: no [Known Policy] covers software trials. - Result: not covered, so it goes back to the person. **(d) Rule examples.** (1) A label does not decide coverage: "whether or not they are conducted or supported under a program that is considered research for other purposes" (45 CFR 46.102(l)) (2) A whole rule set can drop out: "provided, however, that this subpart does not apply to SBIR Program Phase I applications" (42 CFR 50.602) (3) "Inventory shortages or thefts in which there are no visible signs of forced entry are not covered." (Syracuse University insurance policy) #### § 2.2 Access. Is the agent allowed to do this at all? *Agent part settled; individual access to confirm* **(a) Logic.** (1) IF [Individual] has access to [This] AND [Action Type] is allowed for [This Agent] under [Org Setting] AND [State of the Case] THEN continue. (2) ELSE stop. Tell the person it is not allowed, and list what the agent would need if it were. Both the person and the agent must have access to what the request touches. **(b) Variables.** - [Individual]: the person the agent acts for. - [This]: what the request touches: a file, a system, an account or a record. - [Action Type]: the kind of action, such as read, change, delete or send. - [This Agent]: the agent carrying out the request. - [Org Setting]: the organization's on or off switch for each action type, set separately for each agent. - [State of the Case]: the current facts of the case, which can switch the agent's access off. - If [Org Setting] is not given: the action is not allowed, so the agent stops and tells the person. **(c) Worked example.** - Request: delete a file on a shared drive (illustrative). - Needs: [Individual] access to [This], [Action Type] allowed for [This Agent] under [Org Setting]. - Has: the person can open and delete files there; the agent's setting allows reading files but not deleting them (all illustrative). - Result: [Individual] yes, agent no, so it stops and tells the person the agent would need permission to delete. **(d) Rule examples.** (1) "officers and directors may not engage in short sales of the Company’s securities" (York Water insider trading policy 5.ii) (2) "Any assets not listed above are out-of-scope for security testing under this policy." (disclose.io bug bounty template) (3) An agent confirming terms in conversation would break this: "Oral agreements are not authorized regardless of whether there is a monetary exchange." (UVM contract signatory policy) #### § 2.3 Information. Does the agent have the information it needs? *Settled; rewritten* **(a) Logic.** (1) IF every [Item] the checks read is available to the agent THEN continue, and unlock the next tier (Authority Graph, Source of Authority, forms, fields). (2) IF any [Item] is missing THEN not settled: it goes to the person, naming what is missing. Never filled from memory. The agent asks for each piece of context it was told to expect, and a missing piece sends the case to the person. **(b) Variables.** - [Item]: a piece of context the agent was told to expect for this request, with the checks that read it and who provides it, the person or the organization. - If the list of each check's [Item]s is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: a deduction from a final paycheck (illustrative). - Needs: 3 [Item]s: the final pay, the deduction, and the amount the law permits (illustrative list). - Has: 2 of 3. The Oregon rule points to a limit in another statute that is not in hand. - Result: 1 [Item] missing, so not settled; it goes to the person, naming the missing limit. **(d) Rule examples.** (1) The limit lives in another statute: "the deduction at termination of employment does not exceed the amount permitted" (ORS 652.610(3)(f)(D)) (2) "This part does not address the type or frequency of testing necessary to support a certificate." (16 CFR 1110.1) (3) The rule turns on a regulation not in hand: "The alleged error involves an account that is subject to Regulation T of the Board of Governors of the Federal Reserve System" (12 CFR 1005.11(c)(2)(i)(B)) --- ## Part 3. Checkpoint Patterns The agent tests the request against each check that applies. Each check ends one of three ways: allowed (continue), not allowed (stop and show the paths that exist), or not settled (it goes to a person). ### Subpart A. Limits, amounts and lists #### § 3.1 Count or total *Settled* **(a) Logic.** (1) IF [Count or total in the period, including this request] ≤ [Limit] THEN continue. (2) IF [Count or total in the period, including this request] > [Limit] THEN do not act; it goes to [Holder the Policy Names]. (3) IF [Record of the running count or total] cannot be read THEN not settled: it goes to the person. (4) The agent never splits an item to get under a limit, and groups items it submits together. A running count or total over a period, this request included, must stay within the limit. **(b) Variables.** - [Count or total in the period, including this request]: how many times, or how much, so far in the period, plus this request. The period is per case, per occasion, per day, per week, per calendar year or a rolling window, with a date it starts and a date it resets; what counts is the items the policy names (for example, only gifts from one source); and it is cumulative across requests or covers this case only. - [Limit]: the number the policy sets, with its unit (dollars, times, weeks) and the period or occasion it attaches to. - [Holder the Policy Names]: the person the policy says decides cases over the limit. - [Record of the running count or total]: the record the count or total is read from. - If any part of [Count or total in the period, including this request] is not given (the period, its start and reset, what counts, or whether it is cumulative): the check is not settled and goes to the person. - If [Limit], its unit or its period is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: accept a $15 lunch from a vendor (illustrative). - Needs: [Count or total in the period, including this request], [Limit]. - Has, per occasion: period = this occasion (from the rule); $15 now; [Limit] = $20 (from the rule). - Has, per year: period = calendar year, reset 1 January (from the rule); what counts = gifts from this one vendor under this exception (from the rule); cumulative = yes (from the rule); $40 so far (illustrative) + $15 now = $55; [Limit] = $50 (from the rule). - Result: $15 ≤ $20, but $55 > $50, so the agent does not act; it goes to [Holder the Policy Names]. **(d) Rule examples.** (1) Gifts: "$20 or less per source per occasion, provided that the aggregate market value of individual gifts received from any one person under the authority of this paragraph (a) does not exceed $50 in a calendar year" (5 CFR 2635.204(a)) (2) Leave: "limited to a total of 12 workweeks of leave during any 12-month period" (29 CFR 825.200(a)) (3) A running total across separate decisions: "the total of such extensions may not exceed 11 months" (Fla. Stat. 255.25(3)(c)) #### § 3.2 Record on file *Settled* **(a) Logic.** (1) IF [Record Type] is on file for [This Case] AND current (before [Expiry]) AND issued by [Authorized Issuer] THEN continue. (2) IF missing THEN do not act; it goes to [Whoever Issues It], with what is missing and the alternatives. A required document or approval must be on file, current, and issued by someone allowed to issue it. **(b) Variables.** - [Record Type]: the document or approval the rule requires, such as a permit, a pre-clearance, an ID or a safeguard. - [This Case]: the request in front of the agent. - [Expiry]: the date the record stops being valid: the date it was issued plus its validity period (for example, 5 trading days for a pre-clearance, under the York Water policy). - [Authorized Issuer]: a person the Authority Graph allows to issue that record. The Authority Graph is the organization's map of who holds each power and who comes next. - [Whoever Issues It]: the person or office that issues that record, such as the division that gives final approval. - If [Expiry] or the validity period is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: move the state into a new building. - Needs: [Record Type] on file, current, issued by [Authorized Issuer]. - Has: [Record Type] = the division's final approval; on file: no (illustrative). - Result: missing, so the agent does not act; it goes to the division, which issues the approval. **(d) Rule examples.** (1) "Only unexpired documents are acceptable." (8 CFR 274a.2(b)(1)(v)) (2) An approval that expires: "A pre-clearance is valid for five (5) trading days" (York Water insider trading policy 5.viii) (3) "The state may not take occupancy without the division’s final approval." (Fla. Stat. 255.25(5)) #### § 3.3 On a list *Settled* **(a) Logic.** (1) IF [Item] is on [Allowed List] (or not on [Barred List]) as of [List's Last-updated Date] THEN continue. (2) IF barred THEN stop; show the paths (ask to add it, request an exemption, get permission). (3) IF several lists disagree THEN it goes to the person with what each list says. The person, company or item must be on the allowed list, or off the barred list, as the list stood when last updated. **(b) Variables.** - [Item]: the person, company or thing being checked. - [Allowed List]: a named list of who or what is allowed, such as approved vendors or a closed list of roles. - [Barred List]: a named list of who or what is barred, such as a do-not-call list or a sanctions list. - [List's Last-updated Date]: the date the list was last updated. A list is refreshed on a schedule, entries are added, and some entries expire after a set life (for example, 5 years for a do-not-call request, under 47 CFR 64.1200). - If [List's Last-updated Date], the update schedule or the life of an entry is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: use the chosen caterer for an event at the HSEC. - Needs: [Item], [Allowed List], [List's Last-updated Date]. - Has: [Item] = the caterer; [Allowed List] = the College's approved vendors; the caterer is not on it (illustrative). - Result: not on the [Allowed List], so it stops and shows the paths: ask to add the caterer, or request an exemption. **(d) Rule examples.** (1) "Only College approved vendors are permitted to service events at the HSEC." (Suffolk County CC Policy D.7) (2) A list entry that expires: "A do-not-call request must be honored for 5 years from the time the request is made." (47 CFR 64.1200(d)(6)) (3) A closed list of roles: "The company executive who certifies the log must be one of the following persons:" (29 CFR 1904.32(b)(4)) #### § 3.4 Indirect forms count as the real thing *Kept* **(a) Logic.** (1) IF [Party] is owned or controlled by [Listed or Restricted Party] at or above [Percentage the Rule Sets], directly or indirectly, THEN treat [Party] as [Listed or Restricted Party]. (2) IF [Act] transfers the substance of [Named Act] (entity transfer, swap) THEN treat it as [Named Act]. (3) Whether a rule aimed at evasion is met goes to [Holder of the Power], because purpose is a judgment or comes from a Signed Statement. Doing something through another layer counts the same as doing it directly. **(b) Variables.** - [Party]: the company or person the agent deals with. - [Listed or Restricted Party]: a party the rule names or restricts. - [Percentage the Rule Sets]: the ownership share at which the rule applies, with whether ownership through other layers counts (direct or indirect) and whether shares held by several restricted parties are added up (alone or in aggregate). - [Act]: what is actually done, such as selling a holding company. - [Named Act]: the act the rule names, such as transferring the shares it holds. - [Holder of the Power]: the person who holds the power to judge purpose. - If [Percentage the Rule Sets], or whether it counts indirect or aggregate ownership, is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: deal with a supplier. - Needs: [Party], [Listed or Restricted Party], [Percentage the Rule Sets]. - Has: [Party] = the supplier, 30% owned by one [Listed or Restricted Party] and 25% by another (illustrative); [Percentage the Rule Sets] = 50%, direct or indirect, in aggregate (from the Entity List rule). - Result: 30% + 25% = 55%, at or above 50%, so the supplier is treated as listed. **(d) Rule examples.** (1) "owned 50 percent or more, directly or indirectly, individually or in aggregate, by one or more listed entities on the Entity List" (15 CFR 736 Supp. 1(g)(1)(i)) (2) Selling the holding company counts as selling the shares: "as if such Entity Transfer were a direct Transfer of Transfer Stock by the Key Holder" (NVCA ROFR and Co-Sale Agreement 2.5) (3) "it does not matter whether the advantage is offered, promised or given by P directly or through a third party." (Bribery Act 2010 s.1(5)) #### § 3.5 Calculated amounts use a known, approved formula *Kept* **(a) Logic.** (1) IF [Amount] = [Approved Formula] applied to [Recorded Inputs] and [Approved Parameters], computed in deterministic code, THEN continue. (2) IF there is no known formula, or a parameter is unset THEN it goes to [Holder of the Formula]. An amount must come from an approved formula run in code, never from the model's own arithmetic. **(b) Variables.** - [Amount]: the number to work out, such as shares on conversion, a cost split or a tax. - [Approved Formula]: the stated formula approved for this amount, such as purchase amount divided by price. - [Recorded Inputs]: the values on record, such as the purchase amount. - [Approved Parameters]: set values the formula uses, such as a price or a rate, each with who approved it. - [Holder of the Formula]: the person who holds the power to set or approve the formula and its parameters. - If [Approved Parameters] are not given: it goes to [Holder of the Formula]. **(c) Worked example.** - Request: work out the shares due on a SAFE. - Needs: [Recorded Inputs], [Approved Parameters], [Approved Formula]. - Has: [Recorded Inputs] = a purchase amount of $100,000; [Approved Parameters] = a lowest preferred price of $2.00 per share (illustrative); [Approved Formula] = purchase amount / price. - Result: $100,000 / $2.00 = 50,000 shares, computed in code. **(d) Rule examples.** (1) "the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock" (YC Post-Money SAFE 1(a)) (2) "the cost must be allocated to the projects based on the proportional benefit" (2 CFR 200.405(d)) (3) "The sales and use tax applies to each total sale, not to each item of each sale." (34 TAC 3.286(d)(1)(B)) #### § 3.6 Handle by rank; share a shortfall evenly within a rank *Kept (working title)* **(a) Logic.** (1) IF [Rank Order] is known THEN serve [Claims] in rank order; within a rank, share [Shortfall] pro rata. (2) IF a rank is implied but not known THEN stop; it goes to [Holder of the power to set it]. When there is not enough to go round, higher ranks are served first, and equals share what is left in proportion. **(b) Variables.** - [Rank Order]: the order of priority among the claims: which claims sit in which rank, and the sharing basis, which is what a pro rata share within a rank is measured by (for example, shares elected). - [Claims]: what each party is owed or wants. - [Shortfall]: the gap between what is wanted and what there is. - [Holder of the power to set it]: the person who can set the rank order. - If [Rank Order] is not given: the agent stops and it goes to [Holder of the power to set it]. **(c) Worked example.** - Request: allocate 1,000 shares on offer (illustrative). - Needs: [Rank Order], [Claims]. - Has: [Claims] = two investors of equal rank elect 900 and 300 (illustrative); sharing basis = shares elected (from the NVCA rule); 1,200 > 1,000. - Result: each gets a pro rata share: 900 × 1,000 / 1,200 = 750, and 300 × 1,000 / 1,200 = 250. **(d) Rule examples.** (1) "shall be paid or provided for according to their priority, and, among claims of equal priority, ratably" (DGCL 281(a)) (2) "College events shall always take precedence over requests from external organizations." (Suffolk County CC Policy D.7) (3) "shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase" (NVCA ROFR and Co-Sale Agreement 2.1(d)) #### § 3.7 Every party's status and relationships decide which rules apply *Kept, widened; working title* **(a) Logic.** (1) IF [Party] has [Status] on [Date the Rule Names] THEN apply [Rule set for that status]. (2) IF [Organization] has an agreement with [Counterparty] THEN its terms bind the agent's tasks touching [Counterparty], across tasks. (3) Where the status needs a judgment, it goes to the person, who signs a statement. Who a party is, and whom the organization has agreements with, decides which rules apply. **(b) Variables.** - [Party]: any person or body in the case. - [Status]: what the party is under the rule, such as a small or a large employer, or a federal agency, decided by a threshold the rule sets. - [Date the Rule Names]: the date or period the status is measured on, such as a lookback period. - [Rule set for that status]: the rules written for parties with that status, such as the monthly deposit rules for a monthly depositor. - [Organization]: the organization the agent acts within. - [Counterparty]: a company the organization has an agreement with. - If [Date the Rule Names] or the threshold is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: set the deposit schedule for an employer's employment taxes. - Needs: [Status] on [Date the Rule Names]. - Has: [Date the Rule Names] = the lookback period (from the rule); $42,000 of employment taxes reported in it (illustrative); threshold = $50,000 (from the rule). - Result: $42,000 ≤ $50,000, so it is a monthly depositor for the whole calendar year, and the monthly rules apply. **(d) Rule examples.** (1) "An employer is a monthly depositor for the entire calendar year if the aggregate amount of employment taxes reported for the lookback period is $50,000 or less." (26 CFR 31.6302-1(b)(2)(i)) (2) "Compliance with these standards is mandatory for Federal agencies subject to Section 508 of the Rehabilitation Act of 1973" (36 CFR 1194 App. A, E101.1) (3) A relationship carries across tasks: "This Policy also applies to Material Nonpublic Information relating to other companies," (York Water insider trading policy 3) ### Subpart B. Time and order #### § 3.8 Receiving information starts a legal clock *Kept; title open* **(a) Logic.** (1) IF [Information of Type X] reaches [Principal] OR [Principal's Agent] THEN a duty starts: [Act] due by [Time Received] + [Period]. (2) IF the duty cannot be met by the agent THEN it goes to [Duty Holder] at once, with the deadline. Some information starts a duty and a deadline the moment it reaches the person or the agent, whether or not anyone looks. **(b) Variables.** - [Information of Type X]: the kind of information the rule names, such as a report of a fatality. - [Principal]: the person the agent acts for. - [Principal's Agent]: anyone acting for the Principal, this agent included. - [Act]: what the duty requires, such as filing a report. - [Time Received]: when the information arrived. The rule names the start event that starts the clock, such as a report reaching the employer or its agent. - [Period]: how long the rule allows, in hours, calendar days or business days. - [Duty Holder]: the person who holds the duty and can meet it. - If the start event for [Time Received], or [Period], is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: none. A workplace fatality is reported to the employer's agent at 9:00 on a Tuesday (illustrative). - Needs: [Information of Type X], [Time Received], [Period]. - Has: [Information of Type X] = a fatality report; start event = the report reaching the agent (from the rule); [Time Received] = 9:00; [Period] = 8 hours (from the rule). - Result: due by 9:00 + 8 hours = 17:00 that day. The agent cannot file it itself (illustrative), so it goes to [Duty Holder] at once, with the 17:00 deadline. **(d) Rule examples.** (1) "is reported to you or to any of your agent(s): Eight (8) hours for a fatality" (29 CFR 1904.39(b)(7)) (2) "when the employer acquires knowledge that an employee's leave may be for an FMLA-qualifying reason, the employer must notify the employee ... within five business days" (29 CFR 825.300(b)(1)) (3) "must be made within 90 days after the Participating Investor learns of the Prohibited Transfer" (NVCA ROFR and Co-Sale Agreement 2.3(c)) #### § 3.9 Deadline awareness *Settled* **(a) Logic.** (1) IF [Today] + [Expected Response Time] + [Margin] is at or before [Due Date] THEN continue and watch. (2) ELSE bring the person the paths now (follow up, faster route, alternatives, prepare in parallel). The agent acts on none of them without a yes. (3) IF the answer will not come in time AND inaction is not allowed THEN it goes to [Holder of the Power] before [Due Date]. The agent checks that an answer it depends on can arrive before the due date, and tells the person early if it may not. **(b) Variables.** - [Today]: the current date. - [Expected Response Time]: how long the other party needs to answer, such as a review period, in calendar or business days, counted from the date the request reaches them or back from the due date. - [Margin]: extra time kept in reserve, in calendar or business days. - [Due Date]: the date by which the answer is needed, such as the date a contract is to be signed. - [Holder of the Power]: the person who holds the power to decide the case. - If [Expected Response Time] or its unit is not given: the check is not settled and goes to the person. - If [Margin] is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: sign a contract on 1 December; today is 5 November (dates illustrative). - Needs: [Today], [Expected Response Time], [Margin], [Due Date]. - Has: [Expected Response Time] = General Counsel needs it 30 days before signing (from the rule, which does not say calendar or business days; counted here as calendar days (illustrative)); [Margin] = 0 days (illustrative). - Result: 5 November + 30 days + 0 = 5 December, which is after 1 December, so the agent brings the person the paths now. **(d) Rule examples.** (1) "Licenses often require several weeks or months to acquire, and in some cases may be denied." (Colorado State export control policy) (2) "submitted to the Office of the General Counsel for review 30 days prior to execution" (UVM contract signatory policy) (3) "Reports shall be filed within 10 business days from the date that property becomes blocked." (31 CFR 501.603(b)(1)(i)) #### § 3.10 The other side's automatic date *Settled* **(a) Logic.** (1) IF [Counterparty's Automatic Act] falls on [Date] THEN compare it with [Intent Recorded at Commitment]. (2) IF it matches the intent THEN let it happen. (3) IF it does not, or no intent was recorded THEN it goes to the person before [Date]. The agent may propose an inferred intent, never act on it. The agent compares what the other side will do automatically with what the person meant when they signed up. **(b) Variables.** - [Counterparty's Automatic Act]: what the other party does on a date unless someone acts, such as a renewal, a price rise or a cancellation, with the notice the other side must give (for example, 5 days' written notice, under the N.C. fire policy). - [Date]: the date the automatic act takes effect. - [Intent Recorded at Commitment]: what the person meant, written down when they signed up. - If the notice for [Counterparty's Automatic Act] is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: none. A software subscription renews on 1 December at a higher fee (illustrative). - Needs: [Counterparty's Automatic Act], [Date], [Intent Recorded at Commitment]. - Has: [Counterparty's Automatic Act] = renewal at a higher fee; [Date] = 1 December; [Intent Recorded at Commitment] = a trial for one event (illustrative). - Result: no match, so it goes to the person before 1 December. **(d) Rule examples.** (1) "This policy may be cancelled at any time by this insurer by giving to the insured a five days' written notice of cancellation" (N.C.G.S. 58-44-16 standard fire policy) (2) "GitLab reserves the right to (i) increase fees for any Renewal Term(s) with respect to its products and services" (GitLab Subscription Agreement 4.5) (3) "Contract term: Length of time of the commitment based on start date and end date of contract, including any automatic renewals." (UVM contract signatory policy) #### § 3.11 Is inaction allowed? If not, force the decision before the deadline *Kept* **(a) Logic.** (1) IF [Inaction Allowed] = yes AND [Default Outcome] is acceptable to [Holder of the Power] THEN let it pass. (2) IF [Inaction Allowed] = no THEN it goes to [Holder of the Power] before [Deadline] minus [Lead Time]. (3) Re-check near [Deadline]: a new condition can flip the default. (4) Record which side the default favors. Before a deadline, the agent asks whether letting it pass is allowed, and what the default outcome does, and to whom. **(b) Variables.** - [Inaction Allowed]: whether letting the deadline pass is allowed, yes or no. - [Default Outcome]: what happens if no one acts. - [Holder of the Power]: the person who holds the power to decide whether to act before the deadline. - [Deadline]: the due date, set from a start event in a unit the rule names (for example, 6 months before the event). - [Lead Time]: how far ahead of the deadline the case goes to the Holder of the Power, in days, weeks or months. - If [Inaction Allowed] is not given: the check is not settled and goes to the person. - If [Deadline] or [Lead Time] is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: none. The deposit for a 1 June event (illustrative) is due 6 months before, on 1 December. - Needs: [Inaction Allowed], [Default Outcome], [Deadline], [Lead Time]. - Has: [Deadline] = 6 months before the event (from the rule); [Default Outcome] = the date is released (from the rule); [Inaction Allowed] = no (illustrative); [Lead Time] = 2 weeks (illustrative). - Result: it goes to [Holder of the Power] by 1 December minus 2 weeks = 17 November. **(d) Rule examples.** (1) Silence releases the booking: "A deposit is required six (6) months prior to the event or the date will be released." (Suffolk County CC Policy D.7) (2) Silence costs the person a protection: "If the employee never produces the certification, the leave is not FMLA leave." (29 CFR 825.313(b)) (3) Silence means no: "Such requests will be subject to a presumption of denial and granted only in writing." (31 CFR 501.603(d)) #### § 3.12 Order and completeness *Kept* **(a) Logic.** (1) For each [Step] with [Order Kind]: IF its condition is met THEN continue, ELSE hold the dependent step. (2) Before submission: IF every [Required Item] is complete THEN submit, ELSE list what is missing. (3) A change to an earlier step after a later one is done goes to the something-changed check (§ 3.13). (4) IF a step's order kind is unknown THEN it goes to [Holder of the Process]. Each step comes in the order it requires, and nothing is submitted until every required item is done. **(b) Variables.** - [Step]: each step or item in the process. - [Order Kind]: how a step is ordered: strict sequence, required before completion, conditional, or after submission; see (e) to (h). - [Required Item]: each item that must be done before submission. - [Holder of the Process]: the person who owns the process and decides what its steps require and in what order. - If [Order Kind] is not given: it goes to [Holder of the Process]. **(c) Worked example.** - Request: officials approve a research study. - Needs: [Step], [Order Kind]. - Has: the officials' approval comes only after IRB approval; IRB approval is not yet in (illustrative). - Result: condition not met, so the officials' approval step is held. **(d) Rule examples.** (1) "shall cover the following elements and actions and shall be done in the following sequence:" (29 CFR 1910.147(d)) (2) "However, those officials may not approve the research if it has not been approved by an IRB." (45 CFR 46.112) (3) "The earnings press release is furnished to the SEC on a Form 8-K before the call." (Whirlpool disclosure policy) **(e) Strict sequence.** *Kept* (1) Logic. (i) IF [A] is done THEN [B] may start. (ii) ELSE hold [B]. (iii) IF the required order is unclear THEN it goes to [Holder of the Process]. One step may start only after another is fully done. (2) Variables. - [A]: the earlier step, which must be fully done first. - [B]: the step that waits for [A]. - [Holder of the Process]: the person who owns the process and decides what its steps require and in what order. (3) Worked example. - Request: lease a privately owned building. - Needs: [A] done. - Has: [A] = fully using the state's own buildings; done: no (illustrative). - Result: the private lease ([B]) is held. (4) Rule examples. (i) "agencies must fully use such buildings before leasing privately owned buildings" (Fla. Stat. 255.25(4)(c)) (ii) "An initial assessment of risk across the organisation is therefore a necessary first step." (MoJ Bribery Act s.9 guidance 1.2) **(f) Required before completion, any order.** *Kept* (1) Logic. (i) IF every [Required Item] is done by [Completion] THEN complete. (ii) ELSE hold completion. (iii) IF it is unclear whether an item is required THEN it goes to [Holder of the Process]. Every required item must be done before the act is complete, in any order. (2) Variables. - [Required Item]: each item that must be done before completion, in any order. - [Completion]: the point at which the act is done, such as telling the employee. - [Holder of the Process]: the person who owns the process and decides what its steps require and in what order. (3) Worked example. - Request: announce a promotion. - Needs: every [Required Item] done by [Completion]. - Has: 2 approvals needed; 1 is in (illustrative). - Result: 1 of 2 done, so [Completion] is held and the employee is not told yet. (4) Rule examples. (i) "the exemption certificate is accepted at or before the time of the transaction" (34 TAC 3.287(d)(2)(A)) (ii) "Necessary endorsements and approvals are required prior to notifying the employee of the promotion." (FSU 4-OP-C-7-D6) **(g) Conditional.** *Kept* (1) Logic. (i) IF [Earlier Answer] = [Trigger Value] THEN [B] becomes required. (ii) ELSE skip [B]. (iii) IF the trigger is unclear THEN it goes to [Holder of the Process]. A later item is needed only if an earlier answer calls for it. (2) Variables. - [Earlier Answer]: an answer given earlier in the process, such as whether a change affects the campus community. - [Trigger Value]: the value of the earlier answer that makes the later item required. - [B]: the later item. - [Holder of the Process]: the person who owns the process and decides what its steps require and in what order. (3) Worked example. - Request: make a change. - Needs: [Earlier Answer]: does the change affect the campus community? - Has: [Earlier Answer] = yes (illustrative), which is the [Trigger Value]. - Result: the campus notification becomes required. (4) Rule examples. (i) "If the change affects the campus community, then a notification must be sent out." (UAFS 904.6) (ii) Only if the company has a website: "A conspicuous notice on the Internet website of the covered entity if the covered entity maintains a website; and" (Fla. Stat. 501.171(4)(f)) **(h) Can be done after submission.** *Kept* (1) Logic. (i) IF [Act] is done THEN open [Follow-up Item] due by [Act Date] + [Period]. (ii) IF a follow-up will be late THEN it goes to [Holder of the Power] before its deadline. Some items may follow the act, each with its own deadline. (2) Variables. - [Act]: the main act, such as a contract award. - [Follow-up Item]: what may come after the act, such as a posted justification. - [Act Date]: when the act was done. The act is the start event that starts the clock. - [Period]: how long the rule allows after the act date, in calendar or business days. - [Holder of the Power]: the person who holds the power to decide what happens when a follow-up will be late. - If [Act Date] or [Period] is not given: the check is not settled and goes to the person. (3) Worked example. - Request: award a contract on 2 November (illustrative). - Needs: [Act Date], [Period]. - Has: start event = the award; [Act Date] = 2 November; [Period] = 30 days (from the rule, which does not say calendar or business days; counted here as calendar days (illustrative)). - Result: 2 November + 30 days = 2 December, so the justification is opened as due by 2 December. (4) Rule examples. (i) "In the case of a contract award permitted under 6.302-2, the justification shall be posted within 30 days after contract award." (FAR 6.305(b)) (ii) "verification must be provided to the employer within a reasonable time period during or after the leave" (RCW 49.46.210(1)(g)(i)) #### § 3.13 Something changed *Settled* **(a) Logic.** (1) IF [Fact] that [Earlier Check] depended on has changed THEN re-run [Earlier Check] and everything after it. (2) IF the change is inside the person's [Autonomy Setting] THEN the agent adjusts and records it. (3) ELSE it goes to the person with what changed and the alternatives. A changed fact re-runs every check that relied on it. **(b) Variables.** - [Fact]: anything an earlier check relied on, such as a document, a product version or a court case. - [Earlier Check]: a check that already passed. - [Autonomy Setting]: how much the person or the organization lets the agent do alone: the kinds of act, and the amounts, it may handle without asking. - If [Autonomy Setting] is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: keep holding a student's transcript for an unpaid balance (illustrative). - Needs: [Fact], [Earlier Check]. - Has: [Earlier Check] = the hold; changed [Fact] = the student has filed for bankruptcy (illustrative). - Result: the hold check is re-run: while the bankruptcy is pending, the transcript may not be withheld. **(d) Rule examples.** (1) "when newly released, upgraded, or substantially changed from an earlier version or model" (36 CFR 1194 App. B, C201.1) (2) "Reverification on the Form I-9 must occur not later than the date work authorization expires" (8 CFR 274a.2(b)(1)(vii)) (3) An outside fact switches off a hold while it lasts: "However, during the pendency of a bankruptcy action, transcripts shall not be withheld." (UW System Policy 326) ### Subpart C. Authority, stops and rules that change rules #### § 3.14 Source of Authority *Settled (definition to flesh out)* **(a) Logic.** (1) IF [Power Needed] is granted to [Actor] by [Source Document] (directly or by a recorded delegation) THEN continue. (2) IF no known source THEN it goes to the person, with what is missing and the alternatives (who might hold it, a route that does not need it, or forcing discretion with an explanation). Anyone who decides, signs or commits for others must get that power from a known document. **(b) Variables.** - [Power Needed]: the power to decide, sign or commit for others that the action requires. - [Actor]: the person who would use the power. - [Source Document]: the charter, bylaws or recorded delegation that grants the power. **(c) Worked example.** - Request: a consultant signs a contract for the university (illustrative). - Needs: [Power Needed], [Actor], [Source Document]. - Has: [Power Needed] = to bind the university; [Actor] = a consultant; the policy says consultants do not have the authority to bind. - Result: no known source, so it goes to the person with the alternatives. **(d) Rule examples.** (1) "Independent contractors and consultants do not have the authority to bind" (Seattle U signature policy V.A) (2) Acting without authority lands on the person: "may be personally liable for the obligations assumed under such agreements" (UVM contract signatory policy) (3) A majority cannot change this term; only the holder can: "(A) the Purchase Amount may not be amended, waived or modified in this manner" (YC Post-Money SAFE 5(a)(A)) #### § 3.15 Is anything stopping this action, set by a person or triggered by a fact? *Kept* **(a) Logic.** (1) IF [Stop Condition] is active on [Item] (set by [Person] under [Authority], or triggered by [Fact]) THEN stop. (2) Lift only IF [Stop Condition] has ended OR [Someone holding the authority it was set under] lifts it, recorded. (3) IF it is unclear whether a stop applies THEN it goes to [Whoever Set It]. An action that is normally allowed is blocked while a stop on it is active. **(b) Variables.** - [Stop Condition]: a block such as a litigation hold, a frozen fund, a conflict of interest under review, or a stop the person set. - [Item]: the record, fund or action the stop covers. - [Person]: the person or official who set the stop. - [Authority]: the power under which the stop was set. - [Fact]: an event that triggers the stop on its own, with no one setting it. - [Someone holding the authority it was set under]: a person with that same power, who may lift the stop. - [Whoever Set It]: the person or office that set the stop, who can say whether it applies. **(c) Worked example.** - Request: delete old emails on the routine schedule (illustrative). - Needs: [Stop Condition] on [Item]. - Has: a litigation hold is active on that mailbox (illustrative). - Result: stop active, so deletion stops until the hold ends or is lifted. **(d) Rule examples.** (1) "the routine destruction of records is suspended, and the records must be preserved." (Brown University litigation hold policy 3.0) (2) Triggered by a fact: "expenditures from the Restricted Gift Fund must be suspended" (UVM restricted gift funds) (3) Set by an official, lifted on resolution: "may suspend all relevant activities until the financial conflict of interest is resolved" (W&M FCOI policy II) #### § 3.16 Separation of duties *Partly settled* **(a) Logic.** (1) IF [Actor] AND [Approver] are the same person (or [Approver] is barred from [This Decision]) AND the organization's rule separates them THEN stop; it goes to [Another Holder]. (2) ELSE continue. Where the organization's rule keeps roles apart, one person may not both do a thing and approve it, or take part in a decision about themselves. **(b) Variables.** - [Actor]: the person who does the thing, such as initiating a payment. - [Approver]: the person who approves or decides it, such as releasing that payment. - [This Decision]: the decision at hand, such as one about the approver's own pay. - [Another Holder]: someone other than the actor who holds the power to approve. **(c) Worked example.** - Request: release an electronic payment. - Needs: [Actor], [Approver]. - Has: the same staff member initiated it and is set to release it (illustrative); the rule requires two separate people. - Result: stop; it goes to [Another Holder] to release it. **(d) Rule examples.** (1) "Two separate individuals are required to initiate and release EFT payments" (UNR UAM 1,064) (2) "No such resolution shall permit a person or body to issue stock to such person or body." (DGCL 152(b)) (3) "The CEO may not be present during deliberations or voting concerning the CEO's compensation." (Microsoft Compensation Committee charter) #### § 3.17 Find the rules that change this rule *Check approved; kinds proposed* **(a) Logic.** (1) Before [Base Rule]: find every [Changing Rule] that points at it. (2) IF any linked text is not in hand THEN stop and name it. A missing charter is never treated as a silent one. (3) Run in order: stops and gates; fences before triggers; changers whose triggers are met; locks and rankings; the base rule as changed; deferrals with their pending items; record. (4) IF two rules collide and no ranking rule is in hand THEN it goes to [Holder Named for Interpretation], with both texts. Before applying a rule, the agent finds every other rule that points at it. **(b) Variables.** - [Base Rule]: the rule being applied. - [Changing Rule]: a rule that changes the base rule, such as an exception, a waiver, a license, a charter that overrides a default, or an approval that may come afterwards. - [Holder Named for Interpretation]: the person the organization names to interpret its rules when they collide. **(c) Worked example.** - Request: count a stockholder vote. - Needs: [Base Rule], every [Changing Rule], and the texts they link to. - Has: [Base Rule] = 1 vote per share unless the certificate of incorporation says otherwise; certificate in hand: no (illustrative). - Result: a linked text is missing, so the agent stops and names the certificate, rather than applying 1 vote per share. **(d) Rule examples.** (1) Approval before award, unless waiting would harm: "These justifications may be made and approved after contract award when preparation and approval prior to award would unreasonably delay the acquisition." (FAR 6.302-2(c)(1)) (2) A default that yields to the company's charter: "Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share" (DGCL 212(a)) (3) One rule, one exception: "except for emergencies involving the safety of human life or the protection of property." (31 U.S.C. 1342) **(e) Switches it off.** *Proposed kind* (1) Logic. (i) IF [Exception Trigger] is met AND [Fence] does not apply THEN [Base Rule] is off for this case only. (ii) IF the trigger needs judgment THEN it goes to [Holder Named for It]. An exception, a waiver, or a default that yields to the organization's own document can turn the rule off for this one case. (2) Variables. - [Exception Trigger]: the condition the exception names, such as an emergency involving the safety of human life. - [Fence]: a limit on the exception that keeps it narrow, such as excluding ongoing, regular functions. - [Base Rule]: the rule being applied. - [Holder Named for It]: the person named to judge whether the trigger is met. (3) Worked example. - Request: keep a service running during a funding lapse because of a threat to human life (illustrative). - Needs: [Exception Trigger], [Fence]. - Has: whether the threat is imminent is a judgment. - Result: it goes to [Holder Named for It]. (4) Rule examples. (i) The fence on the exception above: "does not include ongoing, regular functions of government the suspension of which would not imminently threaten the safety of human life or the protection of property." (31 U.S.C. 1342) (ii) "Notwithstanding paragraph (a), notice to the affected individuals is not required if"... (Fla. Stat. 501.171(4)(c)) **(f) Switches it on.** *Proposed kind* (1) Logic. (i) IF [License or Exemption] is on file AND all its terms are met THEN [Forbidden Act] is allowed, within those terms. (ii) IF it is unclear whether the license covers the act THEN it goes to [Holder of the License]. A license or an exemption can open a path that another rule forbids. (2) Variables. - [License or Exemption]: a document that permits what another rule forbids, on stated terms. - [Forbidden Act]: the act the other rule forbids, such as an export. - [Holder of the License]: the person who holds the license or answers for it. (3) Worked example. - Request: an export that would be barred. - Needs: [License or Exemption] on file, and its terms. - Has: [License or Exemption] = a License Exception, on file; terms met: 4 of 4 (illustrative). - Result: the export is allowed, within those terms. (4) Rule examples. (i) "each License Exception described at part 740 of the EAR supersedes General Prohibition One if all terms and conditions of a given License Exception are met" (15 CFR 736.2(b)(1)) (ii) "may not be made or effected except pursuant to a license or other authorization from OFAC expressly authorizing such action" (31 CFR 589.303) **(g) Decides which wins.** *Proposed kind* (1) Logic. (i) IF a [Ranking Rule] is in hand THEN apply it. (ii) IF both apply THEN meet both. (iii) IF neither THEN it goes to [Holder of the Power], with both texts. When two rules speak to the same thing, one ranks above the other, or both must be met. (2) Variables. - [Ranking Rule]: a rule that says which of two rules wins. - [Holder of the Power]: the person who holds the power to interpret the two rules. (3) Worked example. - Request: apply a bylaw that says one thing while the certificate of incorporation says another (illustrative). - Needs: a [Ranking Rule]. - Has: [Ranking Rule] = the Delaware rule, which ranks the certificate above the bylaws. - Result: the certificate applies. (4) Rule examples. (i) Ranking: "The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation" (DGCL 109(b)) (ii) Both apply: "(in addition to any other vote required by law or this Certificate of Incorporation)" (NVCA model certificate of incorporation) **(h) Another way counts.** *Proposed kind* (1) Logic. (i) IF [Substitute Trigger] is met THEN [Substitute Act] satisfies [Base Rule]. What the substitute does not change (deadline, other duties) still applies. (ii) IF it is unclear whether the substitute applies THEN it goes to [Holder of the Power]. (iii) Who picks between allowed ways is set by policy or the Holder of the Power. A different act can satisfy the rule, such as substitute notice in place of direct notice. (2) Variables. - [Substitute Trigger]: the condition under which the other way is allowed, such as direct notice not being feasible. - [Substitute Act]: the other way, such as substitute notice. - [Base Rule]: the rule being applied. - [Holder of the Power]: the person who holds the power to decide whether the substitute applies. (3) Worked example. - Request: notify the affected people. - Needs: [Substitute Trigger]. - Has: [Substitute Trigger] = direct notice to the affected people is not feasible (illustrative). - Result: the trigger is met, so substitute notice satisfies the rule, and the original deadline still applies. (4) Rule examples. (i) "may provide substitute notice in lieu of direct notice if such direct notice is not feasible" (Fla. Stat. 501.171(4)(f)) (ii) "is deemed to be in compliance with the notice requirement in this subsection" (Fla. Stat. 501.171(4)(g)) **(i) Approve afterwards.** *Placed; guardrails awaiting approval* (1) Logic. (i) IF a rule grants [After-path] AND [Trigger] is met THEN act; open [Approval Item] due by [Window]; on refusal, notify with what to unwind. (ii) IF the rule says no approval after the fact THEN approval must come first. (iii) IF the refusal outcome is unknown THEN it goes to [Holder of the Power] before using the path. (iv) Proposed guardrails, not yet approved: rule-granted only; the person signs a statement of the risk for each use; uses counted against [Org Limit]. Some rules let the agent act first and get the approval within a window; others forbid approval after the fact. (2) Variables. - [After-path]: a rule's permission to act before the approval. This is not ratification, which approves an act that was unauthorized when done: here the rule grants the path before the act. - [Trigger]: the condition that opens the after-path, such as approval beforehand unreasonably delaying the purchase. - [Approval Item]: the approval still owed once the agent has acted. - [Window]: the time allowed for the approval item, counted from a start event in a unit (for example, days from the act). - [Holder of the Power]: the person who holds the power to decide whether to use the path. - [Org Limit]: the organization's cap on how many times the path may be used in a period. - If [Window] is not given: the check is not settled and goes to the person. - If [Org Limit] is not given: the check is not settled and goes to the person. (3) Worked example. - Request: award a contract. - Needs: [After-path], [Trigger]. - Has: [Trigger] = approving the justification before the award would unreasonably delay the purchase (illustrative); [Window] = 30 days from the award (illustrative). - Result: the rule grants the [After-path]: the award goes ahead, the justification approval is opened as a pending item due within 30 days, and on refusal the person is told what to unwind. (4) Rule examples. (i) "All costs incurred before the Federal award date are at the recipient's own risk" (2 CFR 200.308(g)(1)) (ii) The twin: "any such act or transaction that has not been approved by such consent or vote prior to such act or transaction being effected shall be null and void ab initio" (NVCA model certificate of incorporation) **(j) Cannot be switched off.** *Placed; waiver by conduct folded in* (1) Logic. (i) IF a claimed waiver of [Rule] exists THEN test it against [Lock]. (ii) IF the lock is absolute THEN the waiver is void. (iii) IF the lock sets a form THEN the waiver counts only in that form. (iv) IF it is unclear whether a waiver meets the lock THEN it goes to [Holder of the Power], planning to the stricter reading meanwhile (proposal). Some rules cannot be waived at all, including by the person's consent or by accepting less, and others only in a set way, such as in writing. (2) Variables. - [Rule]: the rule someone says has been waived. - [Lock]: what the rule says about waiving it: never, or only in a set form, such as in writing. - [Holder of the Power]: the person who holds the power to decide whether a waiver meets the lock. (3) Worked example. - Request: accept an employee's offer to waive their future FMLA leave rights (illustrative). - Needs: [Rule], [Lock]. - Has: [Rule] = the FMLA; [Lock] = absolute. - Result: the waiver is void. (4) Rule examples. (i) Absolute: "Employees cannot waive, nor may employers induce employees to waive, their prospective rights under FMLA." (29 CFR 825.220(d)) (ii) Only in a set way: "No permission affecting this insurance shall exist, or waiver of any provision be valid, unless granted in this policy or expressed in writing added to this policy." (N.C.G.S. 58-44-16) (iii) Accepting less does not give up a right: "no acceptance of full or partial rent or other performance by either party during the continuance of any such breach shall constitute a waiver of any such breach of such provision" (GSAR 552.270 general clauses (GSA lease)) **(k) Terms locked at commitment.** *Placed* (1) Logic. (i) IF [Terms] were fixed at [Commitment Date] THEN apply the version in force then. A later policy change alone does not reach them. (ii) IF a change is requested THEN it goes to [Holders of the amendment power]. Terms fixed when something was filed or signed stay as they were, even if policy changes later. (2) Variables. - [Terms]: the rules or conditions fixed when something was filed or signed, such as a promotion's filed rules. - [Commitment Date]: the date of filing or signing. - [Holders of the amendment power]: the people who can agree to change the terms. (3) Worked example. - Request: run a promotion. - Needs: [Terms], [Commitment Date]. - Has: [Terms] = the promotion's rules; [Commitment Date] = 1 March, when they were filed; the organization changed its policy on 1 June (dates illustrative). - Result: the promotion runs on the 1 March rules. (4) Rule examples. (i) "Such rules and regulations may not thereafter be changed, modified, or altered." (Fla. Stat. 849.094(3)) (ii) "as in effect on the date of this Agreement and regardless of the date on which such event occurs" (NVCA Investors' Rights Agreement 1) **(l) Choosing one option switches another off.** *Placed* (1) Logic. (i) IF [Option A] is chosen AND [Option B] cannot be combined with it THEN [Option B] closes. (ii) IF [Option B] is held in [Another Scope] THEN it goes to the Supervisor before choosing [Option A]. Picking one option can close another, possibly in another workstream, so the Supervisor checks across scopes. (2) Variables. - [Option A]: the option being chosen. - [Option B]: an option that cannot be combined with option A, so choosing A closes it. - [Another Scope]: another workstream or Mission, outside the one choosing option A. (3) Worked example. - Request: file an unpaid wage claim with the Department of Labor. - Needs: [Option A], [Option B], and where [Option B] is held. - Has: [Option A] = filing with the Department of Labor, which closes [Option B] = the court route; a civil action is being prepared in [Another Scope] (illustrative). - Result: it goes to the Supervisor before filing. (4) Rule examples. (i) "through a claim filed with the Department of Labor or in a civil action, but not both" (820 ILCS 115/14(a)) (ii) "as these claims cannot be combined or stacked for a particular Single EC2 Instance." (AWS EC2 SLA) ### Subpart D. The person's word and the person's hand #### § 3.18 Signed Statement *Settled; for outside review* **(a) Logic.** (1) IF [Fact] is one only [Person] knows AND [Person] has signed [Statement] for [This Case] THEN continue. (2) IF [Fact] is another party's decision THEN it needs [That Party's Document], not the person relaying it. (3) IF no statement THEN it goes to the person to sign a statement or decline. (4) IF the person shares content externally THEN they sign a statement for it; it is traced in the agent's Audit Trail and can be inspected at any time afterwards. (5) IF [Fact] or the content concerns something [Organization] governs AND it is not among [Accepted Signed Statements] THEN [Statement] is kept as a record of who took responsibility, but it does not settle the check; it goes to the Holder of the Power. A fact only the person knows passes on the person's Signed Statement, and the agent does not try to find it out, but only where the organization accepts a statement for that kind of fact or content. **(b) Variables.** - [Fact]: what the rule turns on, such as being an accredited investor. - [Person]: the person the agent acts for. - [Statement]: the person's signed declaration that the fact is true. - [This Case]: the request in front of the agent. - [That Party's Document]: the other party's own record of its decision. - [Organization]: the organization the agent works within. - [Accepted Signed Statements]: the kinds of fact and content [Organization] accepts a Signed Statement for (agent cards C22, C44). If [Accepted Signed Statements] is not given: none is accepted, and the check goes to the Holder of the Power. Facts and content that belong only to the person's own affairs need no acceptance. **(c) Worked example.** - Request: buy stock where the buyer must be an accredited investor. - Needs: [Fact], [Statement] for [This Case]. - Has: no signed [Statement] for this purchase yet (illustrative). - Result: it goes to the person to sign a statement or decline. **(d) Rule examples.** (1) "is true and accurate to the best of my knowledge, information, and belief" (16 CFR 1110.11(a)(7)) (2) "The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D" (NVCA Stock Purchase Agreement 3.7) (3) Authorship only the developer can confirm: "i) confirmation that the contribution was solely created by UCLA representatives;" (UCLA open source memo) #### § 3.19 Must be done personally *Settled* **(a) Logic.** (1) IF [Act or Field] is reserved for [Person] by [Policy] OR by [Person's Own Setting] THEN the agent prepares everything else and hands it over. (2) ELSE the agent may do it, within [Autonomy Setting]. (3) IF it is unclear whether an act is reserved THEN it goes to the person. Some acts the person must do themselves; the agent prepares the rest and hands it over. **(b) Variables.** - [Act or Field]: sending, signing, or a field on a form. - [Person]: the person the agent acts for. - [Policy]: a rule that reserves the act for the person. - [Person's Own Setting]: the person's own choice to reserve the act. - [Autonomy Setting]: how much the person or the organization lets the agent do alone: the kinds of act, and the amounts, it may handle without asking. - If [Autonomy Setting] is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: sign the monthly card statement. - Needs: [Act or Field], [Policy]. - Has: [Act or Field] = signing the statement; [Policy] = the cardholder must sign for each cycle with transactions; this cycle had 12 (illustrative). - Result: reserved, so the agent prepares the statement and hands it to the cardholder to sign. **(d) Rule examples.** (1) "must exercise personally any function under subsection (1), (2) or (3) of giving consent" (Bribery Act 2010 s.10(4)) (2) "Signing the statement of account for each cycle that had transactions." (Colorado State PCard policy III.A.6) (3) "risk acceptance, supported by a signature from the individual accepting the risk" (OMB M-25-21 App. 4) **(e) The document chain.** *Settled; approval flow open* (1) Logic. (i) IF allowed to fill [Form] THEN for each [Field]: IF allowed THEN fill from [Record or Person's Answer] within [Allowed Values], ELSE the person fills it. (ii) IF [Signed Statement] needed THEN the person gives it. (iii) IF [Review] required THEN the person checks. (iv) IF the person must send THEN hand over; ELSE send. (v) IF a field's owner is unclear THEN it goes to the person. For each form, the agent checks in turn: the form, each field, where each value comes from, any Signed Statement or review, and who sends. (2) Variables. - [Form]: the form or notice to fill or send. - [Field]: each field on the form, such as the purchaser's name and address. - [Record or Person's Answer]: where a value comes from: a record, or what the person said. - [Allowed Values]: the values the rule or the form permits in that field. - [Signed Statement]: a signed statement only the person can give. - [Review]: a check of the filled form that only the person can do. (3) Worked example. - Request: fill in an exemption certificate. - Needs: [Form], [Field], [Record or Person's Answer]. - Has: allowed to fill the purchaser's name and address field (illustrative); the address is on record. - Result: it fills the [Field] from the address on record, never one the model picks. (4) Rule examples. (i) Required fields: "An exemption certificate must show: (1) the name and address of the purchaser;" (34 TAC 3.287(f)) (ii) Allowed to send: "Do not send correspondence to competitors unless it is approved by the Legal Department." (Rimini Street antitrust policy) #### § 3.20 Shortcut pressure *Settled* **(a) Logic.** (1) IF [Skip] breaks no rule THEN skip; record [Requester] as signing a statement and taking responsibility. (2) IF [Skip] breaks a rule THEN stop; [Autonomy Setting] is irrelevant. (3) IF [Requester] lacks the power to waive the step THEN it goes to [Holder of the Power], up the Authority Graph. A step can be skipped only if no rule forbids it, and whoever asks takes responsibility on the record. **(b) Variables.** - [Skip]: the step someone asks the agent to skip. - [Requester]: the person asking for the skip, including the person the agent acts for. - [Holder of the Power]: the next person up the Authority Graph who can waive the step. The Authority Graph is the organization's map of who holds each power and who comes next. - [Autonomy Setting]: how much the person or the organization lets the agent do alone. **(c) Worked example.** - Request: file a late normal change as an emergency change, to skip review (illustrative). - Needs: [Skip], the rule on emergency changes. - Has: [Skip] = the review; the rule says lateness is not enough for an emergency change. - Result: the [Skip] breaks a rule, so stop. **(d) Rule examples.** (1) "Late submission of a normal change is not sufficient to classify and implement it as an emergency change." (KU emergency change guidelines) (2) "An accounts receivable must not be canceled to avoid write-off procedures." (UW System Policy 326) (3) "It shall not be a defense for a permittee in an enforcement action that it would have been necessary to halt or reduce the permitted activity in order to maintain compliance" (40 CFR 122.41(c)) #### § 3.21 Fresh yes for irreversible acts *Settled; how wide irreversible is: open* **(a) Logic.** (1) IF [Act] is irreversible for [This Person or Organization] (by [Reversibility Profile]) THEN it goes to the person for an explicit yes, bound to this act's exact parameters. (2) IF the act has no profile THEN treat it as needing a yes. (3) A standing permission for a repeat re-checks context first. An act that cannot be undone needs the person's explicit yes for that exact act. **(b) Variables.** - [Act]: the act at hand, such as closing an account or taking money from a paycheck. - [This Person or Organization]: the person or organization the act affects. - [Reversibility Profile]: the record of which acts can be undone for them, and which cannot. - If [Reversibility Profile] is not given: the agent treats the act as needing a yes. **(c) Worked example.** - Request: take $40 from this week's paycheck (illustrative). - Needs: [Act], [Reversibility Profile]. - Has: the rule requires written consent given at the time the deduction is made; there is a yes from last month (illustrative). - Result: last month's yes does not carry, so the agent asks for a fresh yes for $40 on this paycheck. **(d) Rule examples.** (1) "A University Social Media Site shall not be deleted or closed without prior written approval from MarCom." (UNR UAM 7,013) (2) A fresh yes each time: "made with the express written consent of the employee, given freely at the time the deduction is made" (820 ILCS 115/9) (3) Signing grants something for good: "a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license" (Apache ICLA 2) #### § 3.22 The person's pick *Settled* **(a) Logic.** (1) IF [Options] all pass AND [Standing preference for this case type] ranks them THEN take the top one. (2) ELSE it goes to the person, laid out clearly. Their answer may become a standing preference if they say so. When several options pass every rule, the choice belongs to the person. **(b) Variables.** - [Options]: the choices that pass every rule. - [Standing preference for this case type]: a ranking the person set earlier for this kind of case. **(c) Worked example.** - Request: make an inventor's one-time election before a license is signed. - Needs: [Options], [Standing preference for this case type]. - Has: 2 [Options], both pass; no standing preference on file (illustrative). - Result: nothing ranks them, so it goes to the inventor, laid out clearly. **(d) Rule examples.** (1) "The inventor will be provided a one-time election immediately prior to when the license agreement is executed" (Stanford RPH inventions policy 3) (2) "if the employee voluntarily requests that his or her name not be entered on the log." (29 CFR 1904.29(b)(7)(vi)) (3) "The employee may add comments to accompany the performance appraisal form." (UC PPSM 23) #### § 3.23 Choose only on the criteria set in advance *Merged* **(a) Logic.** (1) IF every [Criterion Used] was in [Announced Criteria] AND applied equally to all THEN continue. (2) Judgment criteria such as best value go to [Holder of the Power]. A choice among bidders, candidates or applicants uses only the criteria announced beforehand, applied to everyone alike. **(b) Variables.** - [Criterion Used]: each factor actually applied in the choice, such as price or the bidder's location. - [Announced Criteria]: the criteria published beforehand, such as in the invitation to bid. - [Holder of the Power]: the person who holds the power to make judgment calls such as best value. **(c) Worked example.** - Request: evaluate bids. - Needs: [Criterion Used], [Announced Criteria]. - Has: [Announced Criteria] = price and delivery time (illustrative); an evaluator wants to add the bidder's location. - Result: location was not announced, so the condition is not met, and the agent does not continue on that basis. **(d) Rule examples.** (1) "Criteria that were not set forth in the invitation to bid may not be used in determining the acceptability of the bid." (Fla. Stat. 255.25(3)(a)1.a) (2) "Quotations or offers shall be evaluated on the basis established in the solicitation." (FAR 13.106-2(a)(2)) (3) Which reviews to show: "criteria for withholding reviews that are applied equally to all reviews submitted without regard to sentiment" (16 CFR 465.7(b)) #### § 3.24 Does the rule call for a person's judgment? *Settled; bases added; working title* **(a) Logic.** (1) IF [Rule] turns on [Judgment Word] (good faith, reasonable, improper, material, same position) THEN the agent gathers the facts and it goes to [Holder the Rule Names], who decides and signs a statement. (2) IF the decision has legal effect on a person THEN it may not rest solely on automated processing. (3) The agent supplies comparable past decisions it may access; the Audit Trail shows which were shown, never the model's opinion. Where a rule needs a person's judgment, the agent gathers the facts and the person the rule names decides. **(b) Variables.** - [Rule]: the rule being applied. - [Judgment Word]: a word in the rule that needs a person to judge it, such as good faith, reasonable, improper or material. - [Holder the Rule Names]: the person the rule says decides, who also signs a statement of the decision. **(c) Worked example.** - Request: take on an outside role (illustrative case). - Needs: [Rule], [Judgment Word]. - Has: under the conflicts policy, the question is whether the role could possibly place someone in a prejudicial or embarrassing position. - Result: that is a judgment, so the agent gathers the facts and it goes to [Holder the Rule Names]. **(d) Rule examples.** (1) "could possibly place that individual in a prejudicial or embarrassing position" (Cornell conflicts of interest policy 1.2.3) (2) The automated-decision bar: "shall not make a decision based solely on the automated processing of the personal data transferred" (EU SCC Module One 10(d)) (3) Same treatment, judged by a person: "provided the alternative chosen is applied consistently and uniformly to all employees" (29 CFR 825.200(d)(1)) ### Subpart E. Content, notices and records #### § 3.25 Contradiction *Settled; automatic resolution open* **(a) Logic.** (1) IF [Source A] AND [Source B] give different answers to [Question] AND no ranking rule is in hand THEN it goes to [Holder of the Power], with both texts and the alternatives. When two sources disagree, the agent does not pick; it shows both and asks. **(b) Variables.** - [Source A]: one rule or source, such as a software license. - [Source B]: another rule or source, such as the terms of a grant. - [Question]: the point both sources answer, such as whether commercial use is allowed. - [Holder of the Power]: the person who holds the power to decide between the two sources. **(c) Worked example.** - Request: use open source code in work paid for by a grant. - Needs: [Source A], [Source B], [Question]. - Has: [Question] = commercial use; [Source A] = the license, which allows it; [Source B] = the grant's terms, which bar it; no ranking rule in hand (illustrative). - Result: the answers differ, so it goes to [Holder of the Power] with both texts. **(d) Rule examples.** (1) "If so, are there any conflicts between the terms of the OSS license and the terms associated with the external funding?" (UCLA open source memo) (2) "and that there is no discrepancy between those provisions and the provisions of the restated certificate" (DGCL 245(c)) (3) "A variation of this agreement has been created for individuals with prior obligations regarding the disclosure and assignment of intellectual property." (Stanford RPH inventions policy 2.B) #### § 3.26 Content inspection *Settled (definition to tighten)* **(a) Logic.** (1) First, detect each [Content Type] in [Item] (mechanical where possible, flagged otherwise). (2) IF every [Content Type] is within [Scope of this permission, recipient, destination] THEN continue. (3) IF no rule covers a [Content Type] THEN it goes to the person with what was found and the choices (remove, redact, send with a yes). Permission to send something does not cover everything inside it, so the agent checks what it contains. **(b) Variables.** - [Content Type]: a kind of content inside the item, such as server IDs or a personal phone number. - [Item]: what is being sent, exported or shared. - [Scope of this permission, recipient, destination]: what this permission covers, who receives the item, and where it goes. **(c) Worked example.** - Request: send a service claim file. - Needs: each [Content Type], [Scope of this permission, recipient, destination]. - Has: 2 [Content Type]s, server IDs and a customer's personal phone number; no rule for this claim covers the phone number (illustrative). - Result: it goes to the person with the choices: remove it, redact it, or send with a yes. **(d) Rule examples.** (1) "** Please replace any confidential or sensitive information with asterisks." (AWS EC2 SLA claim instructions) (2) Suppliers must not: "Use or copy the Institutional Information for non-authorized purposes." (UC IS-3 III.15.2.1) (3) "take reasonable steps necessary to segregate and release nonexempt information" (5 U.S.C. 552(a)(8)(A)(ii)(II)) #### § 3.27 Duty to notify *Settled* **(a) Logic.** (1) IF [Action] triggers [Notice Duty] THEN open [Notice] to [Recipient] due by [Action Date] + [Period]. (2) IF the notice needs a field the person has not given THEN it goes to the person. (3) ELSE send within [Autonomy Setting]. Some actions create a duty to tell someone by a deadline, and the agent keeps each open notice on a list by due date. **(b) Variables.** - [Action]: what was done, or what happened, such as a qualifying event. - [Notice Duty]: the duty to tell someone that the action creates. - [Notice]: the message owed. - [Recipient]: the person or body the rule says must be told, such as the affected employees. - [Action Date]: when the action happened. The rule names the start event that starts the clock, such as the qualifying event. - [Period]: how long the rule allows after the action date, in calendar or business days. - [Autonomy Setting]: how much the person or the organization lets the agent do alone, including the kinds of notice it may send without asking. - If the start event for [Action Date], or [Period], is not given: the check is not settled and goes to the person. - If [Autonomy Setting] is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: none. A qualifying event happens on 2 November (illustrative). - Needs: [Action Date], [Period]. - Has: start event = the qualifying event; [Action Date] = 2 November; [Period] = 30 days (from the rule, which does not say calendar or business days; counted here as calendar days (illustrative)). - Result: 2 November + 30 days = 2 December, so a [Notice] is opened as due by 2 December. **(d) Rule examples.** (1) "If the change affects the campus community, then a notification must be sent out." (UAFS 904.6) (2) "not later than 30 days after the date on which the qualifying event occurred" (29 CFR 2590.606-2(b)(3)) (3) "Employees must be notified in writing of the results of the employer's review." (WAC 357-37-075) #### § 3.28 A notice counts only in the form the rule requires *Kept* **(a) Logic.** (1) IF [Notice] has [Required Content] AND goes by [Required Channel] to [Required Addressee] THEN it counts. (2) ELSE it does not count; fix it before relying on it. (3) Incoming: an instruction not in the required form is information only. (4) IF the required form is unclear THEN it goes to [Holder of the Power] before the notice is relied on. A notice counts only with the required content, channel and addressee. **(b) Variables.** - [Notice]: a notice, message or claim, sent or received. - [Required Content]: what the notice must say, such as the ages of all persons injured. - [Required Channel]: how the notice must go, such as in writing. - [Required Addressee]: the person or office the rule says the notice must be sent to. - [Holder of the Power]: the person who holds the power to decide what form the rule requires. **(c) Worked example.** - Request: none. A customer reports a billing error by phone (illustrative). - Needs: [Required Channel]. - Has: channel = phone; the rule requires a written notice. - Result: the call does not count as a billing error notice. **(d) Rule examples.** (1) "clear and conspicuous identification that the message is an advertisement or solicitation" (15 U.S.C. 7704(a)(5)(A)(i)) (2) Only writing starts this clock: "A billing error notice is a written notice from a consumer that:" (12 CFR 1026.13(b)) (3) "A recall notice must state the ages of all persons injured and killed." (16 CFR 1115.27(m)) #### § 3.29 Some actions create a duty to keep a record *Kept* **(a) Logic.** (1) IF [Action] creates [Record Duty] THEN write [Record] with [Required Content] AND keep it until [Action Date] + [Retention Period]. (2) The organization's log is governed by law and jurisdiction; the agent and the person are held to the same standard. (3) IF the content or period is unknown THEN it goes to [Holder of the records duty]; never guessed. Some actions create a duty to make a record and keep it for a set time. **(b) Variables.** - [Action]: what was done, such as an export. - [Record Duty]: the duty, created by the action, to make and keep a record. - [Record]: the record of the action, such as a record of each transaction. - [Required Content]: what the record must contain. - [Action Date]: when the action happened. The rule names the start event that starts the retention period, such as the date of the export. - [Retention Period]: how long the record must be kept after the action date, in years or another unit. - [Holder of the records duty]: the person responsible for the organization's records. - If [Required Content], the start event for [Action Date], or [Retention Period] is not given: it goes to [Holder of the records duty]. **(c) Worked example.** - Request: ship an export on 5 November 2026 (illustrative). - Needs: [Action Date], [Retention Period]. - Has: start event = the date of the export; [Retention Period] = 5 years (both from the policy). - Result: the [Record] is kept until 5 November 2031. **(d) Rule examples.** (1) "shall keep a full and accurate record of each such transaction" (31 CFR 501.601) (2) "for a period of five years from the date of the export, re-export, or deemed export" (Colorado State export control policy) (3) "Maintain a central key control file and up-to-date records of all keying systems." (Texas Tech OP 61.15) #### § 3.30 Protected facts may not count against a person *Kept* **(a) Logic.** (1) Before drafting: list [Protected Facts] for [Person] AND the policies that name them; withhold them from the drafting step. (2) After drafting: check the draft for references to them. (3) IF an adverse decision is made while a protected fact is present THEN it goes to [Decider], who signs a statement and takes responsibility. (4) The [Protection Window] is set by law or policy; if unset, treat it as active. Protected facts about a person, such as taking leave or reporting an injury, may not feed a decision against them. **(b) Variables.** - [Protected Facts]: facts the law or a policy protects, such as taking leave, reporting an injury, or making a broad records request. - [Person]: the person the decision is about. - [Decider]: the person who makes a decision about the person, such as a performance rating. - [Protection Window]: how long the protection lasts, with its start and length set by law or policy. - If [Protection Window] is not given: the agent treats it as active. **(c) Worked example.** - Request: draft a performance review for an employee who took 6 weeks of FMLA leave (illustrative). - Needs: [Protected Facts] for [Person]. - Has: [Protected Facts] = the leave. - Result: the leave is withheld from the drafting step, and the finished draft is checked: 0 references to it. **(d) Rule examples.** (1) "employers cannot use the taking of FMLA leave as a negative factor in employment actions" (29 CFR 825.220(c)) (2) "You must not discharge or in any manner discriminate against any employee for reporting a work-related injury or illness." (29 CFR 1904.35(b)(1)(iv)) (3) "Agencies shall not deny a request for identifiable public records solely on the basis that the request is overbroad." (RCW 42.56.080(2)) #### § 3.31 Exercising a right carries no added burden *Kept, widened* **(a) Logic.** (1) IF [Request] exercises [Right] THEN honor it without [Added Steps, Fees, Conditions]. (2) IF acting for the organization AND [Process] adds a burden THEN stop; it goes to [Holder of the Power]. Using a right carries no extra steps, fees, conditions or sales pitch, whichever side the agent acts for. **(b) Variables.** - [Request]: what someone asks for. - [Right]: the right being used, such as opting out, cancelling, taking leave or asking for records. - [Added Steps, Fees, Conditions]: anything extra attached to using the right, including a sales pitch. - [Process]: the organization's way of handling the request. - [Holder of the Power]: the person who holds the power to change the process. **(c) Worked example.** - Request: an employee takes sick leave; the agent acts for the employer. - Needs: [Right], [Process]. - Has: [Right] = paid sick leave; [Process] = the employee must find their own replacement first (illustrative). - Result: that is an added burden, so it stops and goes to [Holder of the Power]. **(d) Rule examples.** (1) "assessing a charge or fee for honoring the request" is barred for do-not-call requests. (16 CFR 310.4(b)(1)(ii)) (2) "An employer may not require, as a condition of an employee taking paid sick leave, that the employee search for or find a replacement worker" (RCW 49.46.210(1)(h)) (3) "A public accommodation shall not require an individual with a disability to bring another individual to interpret for him or her." (28 CFR 36.303(c)(2)) #### § 3.32 What obligations are attached to this data or asset? *Retitled* **(a) Logic.** (1) IF [Item] is a copy, derivative or combination of [Sources] THEN it carries the strictest obligations of [Sources]; a combination is never less restricted than its strictest part. (2) IF [Asset] passes to [New Holder] THEN its obligations bind [New Holder], unless [Rule with Authority] changes them at transfer. (3) Content with no traceable source gets its own label (no source): it cannot satisfy a record or Signed Statement requirement. (4) Content the person re-supplies with its origin stripped (a screenshot of an email) cannot be traced; the person signs a statement that they may share it and carries the responsibility. (5) IF an obligation's reach is unclear THEN it goes to [Holder of the data or asset]. The obligations attached to data or an asset go with it when it is copied, combined, built on or passed on. **(b) Variables.** - [Item]: the new data or content. - [Sources]: what the item was copied, derived or combined from. - [Asset]: the shares, data or licensed code being passed on. - [New Holder]: whoever receives the asset. - [Rule with Authority]: a rule that has the power to change the obligations at transfer. - [Holder of the data or asset]: the person who holds the data or asset and answers for its obligations. **(c) Worked example.** - Request: build a report that combines a public dataset with a dataset limited to research use (illustrative). - Needs: [Item], [Sources]. - Has: [Item] = the report; [Sources] = a public dataset, and a dataset limited to research use. - Result: the report carries the stricter limit: research use only. **(d) Rule examples.** (1) "Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation." (EU SCC Module Two 8.8) (2) Proceeds inherit the block: "provided any interest, earnings, or other proceeds derived therefrom are paid into a blocked interest-bearing account" (31 CFR 589.211(e)) (3) Runs with the asset: "shall be binding upon the Purchasers and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities" (NVCA Stock Purchase Agreement 6.10) #### § 3.33 Duties continue after the role ends *Kept (duty part); working title* **(a) Logic.** (1) IF [Role] has ended AND [Duty] survives until [End Date] THEN keep [Duty] open until [End Date]. (2) Authority for anything else has ended (see § 1.4). (3) IF it is unclear whether [Duty] survives THEN it goes to [Holder of the Power]. Some duties go on after a job, contract or agreement ends; authority for anything else does not. **(b) Variables.** - [Role]: the job, contract or agreement that ended. - [Duty]: a duty tied to the role that goes on after it ends, such as a disclosure duty. - [End Date]: when the surviving duty ends: a start event that starts the count (for example, final payment) plus a length in a unit the rule names. - [Holder of the Power]: the person who holds the power to decide whether the duty survives. - If [End Date], its start event or its length is not given: the check is not settled and goes to the person. **(c) Worked example.** - Request: none. Final payment on a federal contract was made on 1 June 2026 (illustrative). - Needs: [Duty], [End Date]. - Has: [Duty] = disclosure; start event = final payment; length = at least 3 years (from the rule). - Result: 1 June 2026 + 3 years, so it stays open until at least 1 June 2029. **(d) Rule examples.** (1) "The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract." (FAR 52.203-13(c)(2)(ii)(F)(3)) (2) "This Policy continues to apply to transactions in Company securities even after a director, officer or employee has resigned or ... is in possession of Material Nonpublic Information." (York Water insider trading policy 6.ii) (3) "Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses." (EU SCC Module Two 8.5) ### Subpart F. After a check #### § 3.34 Hand off *Settled* **(a) Logic.** (1) IF a check does not clear THEN send to [Next Holder] on the Authority Graph with the facts and what is needed. (2) IF [Next Holder] advises THEN the person still decides. (3) IF no next Holder of the Power (role empty, or top of the graph) THEN it comes back to the person. A case that does not clear goes to the next Holder of the Power, and an adviser's view is context, never permission. **(b) Variables.** - [Next Holder]: the next person on the Authority Graph, the organization's map of who holds each power and who comes next. They either decide (an approver) or inform (an adviser). **(c) Worked example.** - Request: sign a contract. - Needs: [Next Holder]. - Has: the primary signer's role is empty; the delegation table names a 1st back-up (illustrative). - Result: the 1st back-up is the [Next Holder], so the case goes to them with the facts. **(d) Rule examples.** (1) "If the NYSE requests a definitive statement, the CEO will determine whether to issue one." (Whirlpool disclosure policy) (2) "Recommend CEO compensation to the independent members of the Board for approval." (Microsoft Compensation Committee charter) (3) Ordered fallbacks: "Delegation of Contract Signature Authority Primary 1st Back-up 2nd Back-up" (Alcorn State delegation table) #### § 3.35 Decline *Settled* **(a) Logic.** (1) IF [Decision] = declined THEN tell [Person] the decision, the reason, and [Paths the Organization Offers]. (2) The obligation stands by default. When the answer is no, the person is told the decision, the reason, and the paths that exist. **(b) Variables.** - [Decision]: the answer to the request. - [Person]: the person who made the request. - [Paths the Organization Offers]: the routes open after a no: resubmit with something added, appeal, or no path. Choosing one starts a new flow. **(c) Worked example.** - Request: approval of a study. - Needs: [Decision], [Paths the Organization Offers]. - Has: [Decision] = declined by a review board (illustrative); [Paths the Organization Offers] = respond in person or in writing. - Result: the investigator is told the reason, and that they may respond in person or in writing. **(d) Rule examples.** (1) "it shall include in its written notification a statement of the reasons for its decision and give the investigator an opportunity to respond in person or in writing" (45 CFR 46.109(d)) (2) "The management decision should describe any appeal process available to the auditee." (2 CFR 200.521(a)) (3) "The data importer shall immediately inform the data exporter if it is unable to follow those instructions." (EU SCC Module Two 8.1(b)) #### § 3.36 Never step past a decision-maker *Settled* **(a) Logic.** (1) IF [Path] goes past [Decision-maker] THEN it goes to the person to confirm, showing only paths the organization's policy provides. (2) Outside paths (regulator, court) are the person's alone. The agent never goes over a decision-maker's head without the person's confirmation. **(b) Variables.** - [Path]: the route a case would take. - [Decision-maker]: a person whose decision the route would skip. **(c) Worked example.** - Request: send a contract straight to the Board (illustrative). - Needs: [Path], [Decision-maker]. - Has: [Path] = straight to the Board; [Decision-maker] = the President, whose approval the contract needs before it goes to the Board. - Result: that [Path] goes past the President, so it goes to the person to confirm. **(d) Rule examples.** (1) "the Vice President must obtain the approval of the President before a contract is submitted to the Board for action" (UVM contract signatory policy) (2) "Necessary endorsements and approvals are required prior to notifying the employee of the promotion." (FSU 4-OP-C-7-D6) (3) "only if the activity is approved in advance by the audit committee of the issuer" (15 U.S.C. 78j-1(h)) --- ## Still open - Draft preconditions: § 1.1, the currency part of § 1.4, and §§ 1.5 to 1.9 await confirmation. - Access (§ 2.2): the individual's access question is still to be confirmed. - Jurisdiction: whether a which-law step runs before the checks; the provider's home law does not apply by default. - Taint and rollback (§ 1.6): outside content informs but never instructs; exposure is recorded and anything kept inherits the restriction. - Approve afterwards (§ 3.17(i)): the guardrails await a yes. - Same position, same treatment: final call pending; for now a kind of § 3.24. - Contradiction (§ 3.25): whether some contradictions resolve automatically. - Fresh yes (§ 3.21): how wide irreversible is by default. - Content inspection (§ 3.26): the definition is to be tightened. - The document chain (§ 3.19(e)): the approval-flow design. - Find the rules that change this rule (§ 3.17): confirming the kinds as a set.